There have been some unfortunate rumors and efforts going on with respect to the Hildon Foundation Council. This post will hopefully clarify the current official status of Hildon Foundation Council and Maemo Community Council.
The Foundation Bylaws state that the Hildon Foundation Council shall be composed of three or five persons and that its function is to organize and manage the membership of the Foundation, facilitate and assist the activities of the members, communicate the needs of the membership of the Board, and conduct the elections of the Foundation. The membership criteria can be karma based or it can be more formal like Debian’s membership program. The Foundation’s membership criteria has not been determined yet, because the initial Hildon Foundation Council has not been determined yet.
The Maemo Community Council is a body whose function traces back to when Nokia administered maemo.org and maintains the same relationship with the Foundation Board . On December 8, it was appointed by the Foundation Board to take responsibility “for running, administrating, and managing daily operations of maemo.org.” The Foundation has agreed with Nokia to accept responsibility for maintaining and keeping maemo.org intact, including community aspects such as the Maemo Community Council. The Maemo Community Council should soon have their 6 month elections according to the rules therefore that have been in place for several years.
Although the Bylaws state that the Hildon Foundation Council is to be determined by an election of the Hildon membership, they do not state how the first Hildon Foundation Council is to be determined. In February, Board of Directors Member Bauer recommended that the Board solicit nominees for the first Hildon Foundation Council. However, Board Chair Samoff and Director Galvez resigned before action could be taken on that recommendation. Craig Woodard and Jim Jagielski were appointed to the Board on March 5. Director Woodard subsequently moved that the Board immediately appoint the three current members of the Maemo Community Council to the Hildon Foundation Council without allowing for alternative nominees or for two additional nominees to bring the Hildon Foundation Council to a five man roster.
The determination of the first Hildon Foundation Council should be addressed in the first Board meeting including the new Directors. It may be addressed in the manner recommended by Director Bauer, moved by Director Woodard, or in some other manner, such as some form of election. Unfortunately, there is not yet any Electorate and Nominations Requirements document as specified in Article VII of the Bylaws so the details of any election would have to be determined by the Board as well. It is necessary for the Electorate and Nominations Requirements document to be completed by the Hildon Foundation Council soon, as an election of the Hildon Foundation Board must be conducted according to it later this year.
It is noted that the three current members of the Maemo Community Council have purported to appoint themselves as a three member Hildon Foundation Council and to conduct the elections of the Foundation without the Electorate and Nominations Requirements document specified in the Bylaws. This was not done through any cooperation with the Board or the community at large. It was an unofficial act, beyond the authority of the maemo community council indicated above and is of no effect. It is possible that the initial Hildon Foundation Council will be determined by an election which utilizes or leverages the Maemo Community Council election process in some way, but this would have to be determined by the Board.
It is a bit cumbersome to comply with formalities, but they are necessitated by the Bylaws which were determined in an open and inclusive fashion. Since Hildon Foundation is a registered nonprofit corporation, it should be in full compliance with its Bylaws at all times. If Hildon Foundation wishes to become a tax-exempt organization, compliance with the Bylaws is necessary for that as well. Please exercise patience as the Foundation continues its growing pains.
Secretary, Hildon Foundation