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WIP: Assembly 2025/2026: Limit impact of conflicts of interests in the Presidium and beyond #1224

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Motivation

According to the bylaws decided on at the last general assembly, members of the presidium can now get employed by Codeberg. Some Codeberg members have recently expressed worry about the conflict of interests in having members of the presidium decide about their own employment. Believing (like the last general assembly did) that it can be advantageous to have people in the presidium that actually genuinely work for the association (as one person does right now) as long as this doesn't get out of hand, I proposed in Codeberg-e.V./Discussion#138 and more formally in Codeberg-e.V./Discussion#140 to allow it, but limiting it to a third of the presidium.

In Codeberg-e.V./Discussion#140 someone proposed to extend that 1/3 restriction to any organization, not just Codeberg itself, to prevent a hostile takeover of Codeberg and to diversify it's presidium.

This bylaw change proposal to the next general assebmly here now tries to implement these proposals.

Proposal summary

The main points of this proposal are as follow (please see the diff for the complete list):

  1. Someone can only be elected to the presidium or be employed while being a member of the presidium if no more than a third of the presidium would then work for Codeberg.
  2. Non-elections due to that rule automatically trigger arbitrarily more rounds of voting.
  3. If half or more are employed by Codeberg, then a new general assembly has to be called.
  4. The board is responsible to make sure that these rules are satisfied.
  5. Cash auditors have a stricter version of these rules, which disallow any two working for the same organization and any at all to work for Codeberg.

I want to stress here that only point 1. and partially point 3. have received any kind of consensus so far, with the rest (especially point 5.) just being something I made up while writing this PR. I therefor am especially open to debate these points (but of course also 1. and 3. :) ).

I want to further point out that there is a intentional difference between "a third or less" and "less than a half" (i.e. one is a strict inequality the other a weak one). Whether we want that is of course open to debate (like everything else in this proposal), but I do think that this is probably a good idea.

Remaining Questions and Issues

So far I have the following major questions:

  • I initially proposed the same rules for the board as for the presidium, but here I restricted myself to the presidium. Should we extend this to the board too?
  • I'm currently proposing to have the board enforce these rules. Should we change this?
  • Should a time frame for the new general assembly in case the 1/2 rule is violated be specified? Currently I don't.
  • Should the five day time frame for employment change notifications be changed?

So far I have the following minor questions and issues:

  • In which kind of English is the English translation of the bylaws written? I've aimed for American English here, but this can be changed of course.
  • Is "arbeitet für" the correct German translation for "is employed or contracted by"? More generally, is the language legally tight?
  • Is the formatting (e.g. the splitting in multiple paragraphs) good/sensible?
  • What is the English translation of "Tagesleitung"?
  • In the current bylaws "presidium" is sometimes capitalised and sometimes not. What should we use?
  • The official bylaws are in German and German marks the gender of a person in nearly every noun (not in the here frequently used "member" though, nicely). The current bylaws seem to use the generic masculine, while I used the "Gender-Sternchen" in this PR. Which one do we want to choose?
# Motivation According to the bylaws decided on at the last general assembly, members of the presidium can now get employed by Codeberg. Some Codeberg members have recently expressed worry about the conflict of interests in having members of the presidium decide about their own employment. Believing (like the last general assembly did) that it can be advantageous to have people in the presidium that actually genuinely work for the association (as one person does right now) as long as this doesn't get out of hand, I proposed in Codeberg-e.V./Discussion#138 and more formally in Codeberg-e.V./Discussion#140 to allow it, but limiting it to a third of the presidium. In Codeberg-e.V./Discussion#140 someone proposed to extend that 1/3 restriction to any organization, not just Codeberg itself, to prevent a hostile takeover of Codeberg and to diversify it's presidium. This bylaw change proposal to the next general assebmly here now tries to implement these proposals. # Proposal summary The main points of this proposal are as follow (please see the diff for the complete list): 1. Someone can only be elected to the presidium or be employed while being a member of the presidium if no more than a third of the presidium would then work for Codeberg. 2. Non-elections due to that rule automatically trigger arbitrarily more rounds of voting. 3. If half or more are employed by Codeberg, then a new general assembly has to be called. 4. The board is responsible to make sure that these rules are satisfied. 5. Cash auditors have a stricter version of these rules, which disallow any two working for the same organization and any at all to work for Codeberg. I want to stress here that only point 1. and partially point 3. have received any kind of consensus so far, with the rest (especially point 5.) just being something I made up while writing this PR. I therefor am especially open to debate these points (but of course also 1. and 3. :) ). I want to further point out that there is a intentional difference between "a third or less" and "less than a half" (i.e. one is a strict inequality the other a weak one). Whether we want that is of course open to debate (like everything else in this proposal), but I do think that this is probably a good idea. # Remaining Questions and Issues So far I have the following major questions: * I initially proposed the same rules for the board as for the presidium, but here I restricted myself to the presidium. Should we extend this to the board too? * I'm currently proposing to have the board enforce these rules. Should we change this? * Should a time frame for the new general assembly in case the 1/2 rule is violated be specified? Currently I don't. * Should the five day time frame for employment change notifications be changed? So far I have the following minor questions and issues: * In which kind of English is the English translation of the bylaws written? I've aimed for American English here, but this can be changed of course. * Is "arbeitet für" the correct German translation for "is employed or contracted by"? More generally, is the language legally tight? * Is the formatting (e.g. the splitting in multiple paragraphs) good/sensible? * What is the English translation of "Tagesleitung"? * In the current bylaws "presidium" is sometimes capitalised and sometimes not. What should we use? * The official bylaws are in German and German marks the gender of a person in nearly every noun (not in the here frequently used "member" though, nicely). The current bylaws seem to use the generic masculine, while I used the "Gender-Sternchen" in this PR. Which one do we want to choose?
en/bylaws.md Outdated
@ -72,3 +72,3 @@
(6) The positions in the association are in principle held on a voluntary basis.
(7) The members of the Executive Board may receive appropriate remuneration for their activities. The Presidium is responsible for concluding, amending and terminating the contract.
(7) The members of the Executive Board may receive appropriate remuneration for their activities. The Presidium is responsible for concluding, amending and terminating the contract. The Presidium may not conclude an contract if afterwards more than a third of The Presidium would be employed or contracted by the association.
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nit: replace "afterwards" with "as a consequence" or "as a result" - I think this would convey the same meaning as in German.

nit: replace "afterwards" with "as a consequence" or "as a result" - I think this would convey the same meaning as in German.
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I'm not particularly happy with "afterwards" either (if you have better replacement, I'm all ears), but "as a consequence/result" would introduce the bug that if already more than a third were employed this rule would be disabled and therefore arbitrarily more could be employed (since an employment then wouldn't cause the amount to exceed 1/3).

I'm not particularly happy with "afterwards" either (if you have better replacement, I'm all ears), but "as a consequence/result" would introduce the bug that if already more than a third were employed this rule would be disabled and therefore arbitrarily more could be employed (since an employment then wouldn't *cause* the amount to exceed 1/3).
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ohhhhhhhh, true. by the way - the english version is not the legally binding one. worst case we can just fix it later

ohhhhhhhh, true. by the way - the english version is not the legally binding one. worst case we can just fix it later
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Yes, but it still is nice to have both correct. Thanks, btw for raising this issue (or non-issue...), such that I could document the intentional reasoning behind it.

Yes, but it still is nice to have both correct. Thanks, btw for raising this issue (or non-issue...), such that I could document the intentional reasoning behind it.
@ -190,6 +190,12 @@ d) Further details are specified by the election regulations.
(8) The Presidium can form dedicated teams to delegate tasks. These teams do not form their own association body. Further details are governed by the Presidium's rules of procedure.
(9) If after an election to the Presidium more than a third of members of the Presidium would be employed or contracted by the same organization, those who are employed or contracted by this organization do not count as elected. If an candidate was not elected due to that rule and there are still electable candidates left, then an immediate additional round of voting will happen for the remaining seats.
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those who are employed or contracted by this organization do not count as elected.

All of the nominations would be completely void?

That implicitly gives another member the ability to "derail" two other colleagues - it's a bit of a dangerous power that could result in a lot of drama, were, say, Codeberg itself in a position to have enough employees. Am I wrong?

> those who are employed or contracted by this organization do not count as elected. *All* of the nominations would be completely void? That implicitly gives another member the ability to "derail" two other colleagues - it's a bit of a dangerous power that could result in a lot of drama, were, say, Codeberg itself in a position to have enough employees. Am I wrong?
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I mean only those who a) are elected by this election and b) are employed/contracted by that organization. Do you have an alternative resolution strategy (like that those with the highest vote count get elected until the limit is reached)?

I think that there is no (big) derailing danger here since for this rule to do something the general assembly (or the presidium if they decide to co-opt some members) would still have to vote for these derailing candidates with a majority, so they would just kneecap themselves. If the general assembly wants to vote in such a way that noone they have given majority to is elected, then why not let them? (This all is based on the assumption that current rules actually require a majority and not just some votes+remaining seats, but I'm pretty sure that's the case (even though I can't find it right now in the bylaws).)

I mean only those who a) are elected by this election *and* b) are employed/contracted by that organization. Do you have an alternative resolution strategy (like that those with the highest vote count get elected until the limit is reached)? I *think* that there is no (big) derailing danger here since for this rule to do something the general assembly (or the presidium if they decide to co-opt some members) would still have to vote for these derailing candidates with a majority, so they would just kneecap themselves. If the general assembly *wants* to vote in such a way that noone they have given majority to is elected, then why not let them? (This all is based on the assumption that current rules actually require a majority and not just some votes+remaining seats, but I'm pretty sure that's the case (even though I can't find it right now in the bylaws).)
@ -193,0 +194,4 @@
a) Candidates and current members of the Presidium have to inform the current board of all organizations they work or contract for. The board has to inform the electing body of which candidates can't be elected at the same time before voting starts. It shall strive to do such understandably and efficiently. If there is no board, the person leading the general assembly or Presidium meeting takes over this responsibility.
(10) If ever half or more of the members of the Presidium are employed or contracted by the same organization, a new general assembly has to be called for electing their replacements. For this the members of the Presidium have to inform the board of the list of organizations they're employed or contracted by and any changes to it, in a span of five days after learning of it.
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All of them are like, out?

I think it would be more fair to have the last person "take the hit" instead.

*All of them are like, out?* I think it would be more fair to have the last person "take the hit" instead.
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All who are employed by that organization. Given that they're only out when their replacements are elected (at least according to the current draft – we could think about changing that) the general assembly could decide to elect some members of the old presidium as their own replacements (as long as they don't try to do it with so many that the 1/3 rule is again violated), which would mean that they are continuously members of the presidium (I guess it could be a bit annoying to reelect them to the board in case they were in it (because they would loose that position on reelection of course)).

How would you define "last person"? Last person elected to the presidium, last person to start to work for this organization, ...? The issue that I'm having here is that it could be that the 1/3 rule is violated because two companies (or organizations more generally) merged, which doesn't make it all that nicely to define who the "last person" is (although still not impossible of course).

All who are employed by that organization. Given that they're only out when their replacements are elected (at least according to the current draft – we could think about changing that) the general assembly could decide to elect some members of the old presidium as their own replacements (as long as they don't try to do it with so many that the 1/3 rule is again violated), which would mean that they are continuously members of the presidium (I guess it could be a bit annoying to reelect them to the board in case they were in it (because they would loose that position on reelection of course)). How would you define "last person"? Last person elected to the presidium, last person to start to work for this organization, ...? The issue that I'm having here is that it could be that the 1/3 rule is violated because two companies (or organizations more generally) merged, which doesn't make it all that nicely to define who the "last person" is (although still not impossible of course).
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Sorry, the "last person" didn't make sense - I'm too tired to act as a proper reviewer right now, sorry :D

Sorry, the "last person" didn't make sense - I'm too tired to act as a proper reviewer right now, sorry :D
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At that time of day and with that weather here: relatable...

At that time of day and with that weather here: relatable...

The current bylaws seem to use the generic masculine, while I used the "Gender-Sternchen" in this PR. Which one do we want to choose?

The bylaws themselves stipulate that cosmetic changes can be modified without an extra vote - but I don't know how well the courts in Berlin would respond to that. From my experience with other associations, this needs to be a separate topic (plus some words like "Kassenführer" - finance audior - have a legal meaning, organizations like the DGTI have worked around it by calling cash auditors a 'Beirat').

> The current bylaws seem to use the generic masculine, while I used the "Gender-Sternchen" in this PR. Which one do we want to choose? The bylaws themselves stipulate that cosmetic changes can be modified without an extra vote - but I don't know how well the courts in Berlin would respond to that. From my experience with other associations, this needs to be a separate topic (plus some words like "Kassenführer" - finance audior - have a legal meaning, organizations like the [DGTI](https://de.wikipedia.org/wiki/Deutsche_Gesellschaft_f%C3%BCr_Trans*-_und_Inter*geschlechtlichkeit) have worked around it by calling cash auditors a 'Beirat').

Correction: Only DGTI has done this as far as I'm aware.

Correction: Only DGTI has done this as far as I'm aware.
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@n0toose wrote in #1224 (comment):

The current bylaws seem to use the generic masculine, while I used the "Gender-Sternchen" in this PR. Which one do we want to choose?

The bylaws themselves stipulate that cosmetic changes can be modified without an extra vote - but I don't know how well the courts in Berlin would respond to that. From my experience with other associations, this needs to be a separate topic (plus some words like "Kassenführer" - finance audior - have a legal meaning, organizations like the DGTI have worked around it by calling cash auditors a 'Beirat').

Yes, to harmonize this we probably should use an additional PR, but this is a question that naturally arose while writing the proposal (and nearly only here, so this PR is nearly even the right place to ask it), so I asked it here.

@n0toose wrote in https://codeberg.org/Codeberg/org/pulls/1224#issuecomment-5713016: > > The current bylaws seem to use the generic masculine, while I used the "Gender-Sternchen" in this PR. Which one do we want to choose? > > The bylaws themselves stipulate that cosmetic changes can be modified without an extra vote - but I don't know how well the courts in Berlin would respond to that. From my experience with other associations, this needs to be a separate topic (plus some words like "Kassenführer" - finance audior - have a legal meaning, organizations like the [DGTI](https://de.wikipedia.org/wiki/Deutsche_Gesellschaft_f%C3%BCr_Trans*-_und_Inter*geschlechtlichkeit) have worked around it by calling cash auditors a 'Beirat'). Yes, to harmonize this we probably should use an additional PR, but this is a question that naturally arose while writing the proposal (and *nearly* only here, so this PR is *nearly* even the right place to ask it), so I asked it here.
Signed-off-by: Matthias Kaak <zvavybir@zvavybir.eu>
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The results from the meeting announced in Codeberg-e.V./Discussion#141 relating to this PR are that

  1. the board wants to not have any bylaws changes this assembly, since they're annoying and last year's changes are still not fully done (I was already aware of that in Codeberg-e.V./Discussion#140 and planning to do these changes next year, but retracted that upon learning that someone else was already planning changes),
  2. that the current bylaws set a stricter limit on bylaws changes (already announced in the assembly invitation sent at least six weeks prior) than for other proper requests (two weeks, i.e. 17. July 2025 for this assembly), which means it's now impossible to propose any changes for the next assembly,
  3. more assemblies than once per year could be a good idea, especially one dedicated to bylaws changes, and
  4. this proposal should maybe be merged with others trying to fix various loopholes in the bylaws.

All in all that means that this proposal is delayed to the next assembly that is either towards the end of this year or at some point next year, as originally planned.

The results from the meeting announced in Codeberg-e.V./Discussion#141 relating to this PR are that 1. the board wants to not have any bylaws changes this assembly, since they're annoying and last year's changes are still not fully done (I was already aware of that in Codeberg-e.V./Discussion#140 and planning to do these changes next year, but retracted that upon learning that someone else was already planning changes), 2. that the current bylaws set a stricter limit on bylaws changes (already announced in the assembly invitation sent at least six weeks prior) than for other proper requests (two weeks, i.e. 17. July 2025 for this assembly), which means it's now impossible to propose any changes for the next assembly, 3. more assemblies than once per year could be a good idea, especially one dedicated to bylaws changes, and 4. this proposal should maybe be merged with others trying to fix various loopholes in the bylaws. All in all that means that this proposal is delayed to the next assembly that is either towards the end of this year or at some point next year, as originally planned.
zvavybir changed title from (削除) WIP: Assembly 2025: Limit impact of conflicts of interests in the Presidium and beyond (削除ここまで) to WIP: Assembly 2025/2026: Limit impact of conflicts of interests in the Presidium and beyond 2025年07月08日 22:52:05 +02:00
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