On 12/07/12 08:24, Gaudenz Steinlin wrote:
Thanks Daniel for the initial translation. I commited your version to
the debian-ch git repository [1]. I also did some improvements. I also
have some questions, see below:
[1] http://anonscm.debian.org/gitweb/?p=debian-ch/docs.git;a=summary
Daniel Pocock <daniel@pocock.com.au> writes:
Some parts of the German document are ambiguous - I have tried not to
remove any ambiguity. It is just a translation.
As we already discussed in person at least some of these "ambguities" come
from defined Swiss legal terms and are therefore quite clear.
Statutes of the Association debian.ch
Is the correct english term statutes or bylaws? We were always talking
about bylaws in english discussions so far.
There are various words for this, but "Articles of Incorporation" or
"Constitution" are the most specific - we should probably choose to use
one of those two terms.
§ 3 AVERAGE
What does average mean in this context. This term is completly unknown
to me. I'd call this funds or assets.
Oops, I missed that heading - it is not a good choice by Google.
`ASSETS' could be ok.
§ 5 MEMBERSHIP
1. Members of the Debian project with permanent residence or citizenship
in Switzerland or the Principality of Liechtenstein are eligible for
membership of debian.ch on request. (translation note: not clear if the
`request' means that the board must accept the request)
The german text is quite clear that there is no board vote required
because "aufgenommen werden" does not mean being eglible or requesting
but being accepted. So this should read "... are accepted for
memebership of debian.ch on request." This sounds a bit clumsy, feel
free to propose a better version.
Ok, thanks for clarifying that - Google used the word `request', which
does not imply acceptance. I have rewritten the clause:
Members of the Debian project with permanent residence or citizenship
in Switzerland or the Principality of Liechtenstein may choose to assert membership of the association and their membership is automatically accepted.
2. Any member may propose another person for admission as a member. The
General Assembly will decide on their inclusion. The proposed member
must be present at the meeting unless it is impractical for them to attend.
3. A member can leave the assocation debian.ch at his own request at any
time.
4. The Assembly may choose to exclude a member without cause. A majority
of 2/3 of members present must vote in favour of such a motion for it to
be carried.
§ 6 INSTITUTIONS - GENERAL MEETING
1. The Executive Committee (Board) must call an Annual General Meeting
at least once per year. All members must be given at least two weeks
notice by email.
2. The invitation period may be less if all members agree.
3. If a General Meeting resolves to amend the by-laws of the assocation,
the revised by-laws do not take effect until the close of the meeting.
§ 7 BODIES -- THE BOARD
1. The board consists of president, secretary and Treasurer. It is
permitted for one person to hold more than one office, but essential
that the Office of the President and Treasurer be occupied by two
different people.
2. The Board may undertake business on behalf of the association as
permitted by law.
3. Non-executive officers may be elected to the board. (translation
note: Beisitzer could be `non-executive officer' (with voting rights) or
maybe it means `observer' (without voting rights) -- clarification
needed)
Beisitzer is a clearly defined term in swiss associations under art. 60
and means non-executive officers. But I think non-executive officers
needs some explanation for non english law accustomed people. So I'd
just write "Additional members without specific office may be elected to
the board."
Here is a more verbose version of the clause:
"In addition to the office holders, the board may contain non-executive
officers who each have an equal vote in decisions of the board but hold
no formal title or office."
4. The AGM elects the members of the board for a term of one year.
5. The Board members vote amongst themselves to select the office
holders.
This is not really the exact translation of "Der Vorstand konstituiert sich
selbst." as the german version does not imply a vote. Most often this is
just agreed upon without any formal vote.
"The Board members agree the allocation of the offices amongst
themselves."
§ 8 AGENCIES -- DEBIAN PROJECT LEADER (DPL)
The Debian Project Leader may direct the way in which the assets held
by
the german version says "all the assets", corrected in git
the association are used. (translation note: does not distinguish
project assets from assocation's operating account/assets)
Why should it or what's the difference?
Clause 2.2:
"The Society
holds
on behalf of the Debian project assets in Switzerland and
Liechtenstein."
In particular,
"on behalf of" gives the suggestion that it is holding assets for a
third party
Such assets
may be distinct from the assets of the association:
- someone
makes a donation to the association: asset of debian.ch - but of
course, debian.ch can choose to use this money for the Debian project
- someone buys
a T-shirt, the T-shirt has the Debian logo, the logo is owned by SPI,
so the money from the sale may be considered an asset of the Debian
project from the moment of the sale
I think this relationship between the association and the project is
not clear enough in the document - but the important point to remember
is that the association is an independent entity.