[ CCing leader@d.o as he is the one ultimately signing the DC13 - Debian
agreement. ]
Hi
To be able to start collecting money for DC13 and because we have to
sign the contract with Le Camp soon, we should decide on the legal
structure for DC13 soon. While I think this is mainly a local issue
there are still some points that concern the whole DebConf team and I
would like to gather some input from the wider team. If nothing comes up
that makes this a bad thing, I would like to decide this at the local
team meeting next Wednesday 5th september. If we decide to create a new
association, this should also be done during this meeting.
The aim of this mail is mainly to define conditions and requirements
From the DebConf team perspective for the legal organization of DC13. I
propose to leave it to the Swiss locals to decide how to exactly
implement all of this at their next meeting.
*** Why do we need a legal body for DC13? ***
Having a separate legal body for DC13 is mainly a matter of liability.
If there is no separate legal body, then the people acting together
(probably some part of the debconf team) under Swiss law automatically
form a "simple partnership" (einfache Gesellschaft) [6]. In this legal
form each member of the team has full personal liability for everything.
To opposite party in a dispute can decide which one they want to target.
The Swiss locals all agree that under these conditions they don't want
to be responsible for DebConf. Therefore we absolutely need a legal body
that limits the personal liability of it's members.
The legal body is needed for three things. First to act as the formal
organizer of the conference. As this it can sign contracts (written or
oral) for the conference. The main contract is surely the contract with
Le Camp. But there will surely be others. Second the legal body will
protect it's members from personal liability if something bad happens as
long as they did not willfully do something wrong (think of accidents,
...). Third the legal body can collect sponsorship for the conference
and spend money.
*** How this has been done in the past ***
To my knowledge there have been two modes of solving this. Either an
already established organization was used (DC12, DC11) or a new
organization was formed for DebConf (DC7). An agreement was signed
between this association and Debian (signed by the DPL) that the
organization collects and holds money for DebConf. AFAIK the organizer
and liability issue I outlined above has been largely ignored. At least
it has not been explicitly mentioned in the agreement I have seen for
DC12.
*** Possible solutions for DebConf 13 ***
The easiest option to form a legal body for DebConf 13 is to form an
association (Verein) under Swiss civil law (Art. 60ff.) [3]. To create a
new association is very easy [4]. We basically need a meeting where we agree
to form the association and written articles of association. The local
team investigated two different forms of associations to solve these
issues. Either the existing debian.ch assiciation organizes DebConf 13
or a new association is funded with the sole purpose to organize DebConf
13. The advantages and disadvantes of each option are documented in the
wiki [1]. We also asked the lawyer of the Swiss Open Systems Users Group
/ch/open for advice and he recomended to form a new association for
DC13. This is also the route most organizations take if they organize
big events (country wide youth camps, big sport events, ...). For an
earlier meeting Didier has already written draft bylaws for a DC13
association [5]. Please review the proposal if you care about the exact
terms.
*** Members of the association ***
Previously I suggested to also have (some) members of debconf-team as
members of the association. Most of the feedback I got was not in favour
of this idea. I don't think this is a crucial part of the proposal. The
idea behind having non locals as members of the association is to align
the desired decision power for DebConf (debconf-team) with the formal
decision power in the organizing association. But another way to at
least partly solve this problem is to have this spelled out in the
agreement between the DC13 association and Debian (see below).
*** Why not a non Debian association ***
As it's very easy to form a new association and there is already
debian.ch. Relying on another association is just much more work and
creates more possibilities for friction.
*** Agreement Debian - DC13 ***
I don't think this is very urgent. As long as we have a common
understanding that the main decision body for DebConf is the DebConf
team and that the legal organization will consult the DebConf team
before taking any decisions. The agreement text for DC12 is in the wiki
[2]. IMO this is a good basis but needs to ammended to explicitly state
that the DC13 legal organization is commissioned and authorized to
act as the legal organizer of DC13. This is important to also have a
mandate from Debian to sign contracts for DebConf 13 and to act as the
organizer of DC13 in dealing with any authorities (eg. tax related
things). These are merely formal things that during normal operation
should not matter much. But if there are any problems or disputes it's
always benefical to agree on the modalities beforehand.
Best,
Gaudenz
[1] http://wiki.debconf.org/wiki/DebConf13/Meetings/minutes-20120518#Matrix_DebConf13_and_debian.ch
[2] http://wiki.debconf.org/wiki/DebConf12/Debian-ISIC-agreement
[3] http://www.admin.ch/ch/e/rs/210/a60.html
[4] Art 60. Formation of an association:
Art. 60
A. Formation
I. Corporate group of persons
1 Associations with a political, religious, scientific, cultural,
charitable, social or other non-commercial purpose acquire legal
personality as soon as their intention to exist as a corporate body
is apparent from their articles of association.
2 The articles of association must be done in writing and indicate
the objects of the association, its resources and its organisation.
[5] http://wiki.debconf.org/wiki/DebConf13/Bylaws
[6] http://www.admin.ch/ch/e/rs/220/a530.html
--
Ever tried. Ever failed. No matter.
Try again. Fail again. Fail better.
~ Samuel Beckett ~
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