For a change, I will use this news forum not as a means of informing people about decisions or the results of some action, but to explain and discuss an idea which is very important for Revora. As such I hope people will read this carefully and share with us their thoughts, concerns and ideas so that we get the maximum feedback before we have to make the decision.
Revora as an association
In short, the idea is this:
We found a voluntary association (more details below) for Revora which will later hold all the rights to our assets, such as the domain names, our finances, the contract for our share of the server, etc. Because this association is a qualified legal entity we will no longer just be some foggy group of individuals but can officially deal in the name of Revora. The members of this association, which are not to be confused with the forum members, those are two distinct groups, will together decide over the future of our network and periodically elect the Network Leaders, who are entrusted with running the day-to-day business and employing the short-term strategy.
Now that you have an overview, I can get into the details:
On the search for a fitting legal entity for our network, I've come across the Swiss Verein, which I will simply call "association" below. The big advantages of this particular legal entity are that it requires no public registration and no additional fees. Once the decision is made and a small amount of paperwork done, it qualifies fully. From that point on we can sign over our assets and do business legal-style (
).Why do we need this?
Until now, we're in a somewhat foggy legal situation in terms of ownership and finances. Basically everybody owns whatever he contributed (forum posts, code and graphics for our sites, literary pieces, domain names, and so on).
This was fine for the most part because there was the implicit will to let everybody use those assets for the common good. However, I'm sure that some of you noticed that there was some dispute regarding certain ownership and usage rights among the leadership, which has made us realise that this situation is only stable so long as everybody roughly wants the same. As soon as the harmony is over, however, those uncertainties endanger the solid future of Revora. This is one of the things we want to avoid at all cost in future. Personal fights should not be able to put Revora as a whole at stake.
The second big point is our finances. It would be very helpful to separate Revora's finances from the private money of its members to promote transparence and allow us to form more precise strategies regarding the source and quantity of our funds. This will also make sure MM as the server owner is not too entangled in our actions and create two completely distinct entities, Revora and the server (of which we rent a part).
Furthermore, we hope that this move would bring some more stability to the leadership of Revora because the NLs will be periodically and democratically elected by those special members (and can be fired if need be). In that case both the problem of succession and the form of the leadership would be more formalised so we don't end up completely changing the leadership system every 5 months.
Isn't this a bureaucratic overkill?
Yes and no. For the day-to-day business of Revora and the "end user" experience, there shouldn't be much of a change. However, the more important decisions will have to follow some legal rules (so we lose some freedom of doing whatever in whatever way we feel like) and possibly bring in some new dynamics between the NLs and the association members who exercise some control over them. Also, this step is not so easily undone.
All things concerned, we believe the advantages outweigh the disadvantages though.
So what's the catch? Is this some evil scheme to rid me of my powers/ownership/free hosting/etc. ?
We believe there is none, which is why we're discussing it with everybody who wants to. You're welcome to point out any flaws or negative effects this will have on any member of Revora and we will address it. We are not trying to take anything away from anyone, we cannot take away what you already own anyway. This plan is geared towards the future where you will still own your contributions but we want to make sure that no dangerous claims come from it. As such, the Terms of Service will probably need to be adjusted (don't worry, we will give more information on this if/when it becomes important). The current idea is to have everyone grant Revora a perpetual and irrevocable usage right for their contribution, so people can't step in after 2 years and ask us to remove this or that part of a site. That leaves them in control of the copyright, but makes sure there is no threat to Revora.
Also, we NLs will not own this association any form. Revora will basically own itself, being controlled by those who are members of the association at that point.
Fine, then let's get to the legal details!
Because this association is based in Switzerland, the legal text and terms are in German. I will do my best to translate or paraphrase it and put it into context, but bear with me if I make some mistakes or some things aren't clear.
Legal terms:
association ("Verein"): the name of this legal entity
member ("Mitglied"): a legal member of the association, can be a natural person or a legal person
body ("Organ"): legal category, an association needs to have at least two (defined below)
board ("Vorstand"): the body that leads and administers the association
[member] assembly ("Mitgliederversammlung"): the body that governs the association
by-laws ("Statuten"): the set of rules that govern the association
Legal text:
The association is founded by a written expression of common interest and a common goal of at least two people at the founders' assembly. These people need to set up the by-laws and elect the first board. As soon as this is done, the association is official.
The by-laws need to include certain paragraphs, such as the name, common goal and sources of income of the association. They can cover more things in which case they overrule a set of defaults given by the law, but some details are unchangeable by expressed law.
The assembly is the superior body of the association. It democratically elects and fires the board, amends the by-laws and decides on all issues that are not transferred to the power of the board by the by-laws. It also decides on accepting and excluding members.
The assembly has to take place regularly (the interval can be determined by the by-laws, usually it happens annually) or when at least one fifth (1/5) of the members call for one [law].
A decision requires the majority of votes of the attending members. Precise quotas can be stated in the by-laws. Changing the goal of the association, however, requires the approval of every single member.
The board administers and represents the association according to the powers that the assembly grants it through the by-laws. The board has to keep track of income and expenses of the association and its funds.
Members can join at any time. If not defined otherwise in the by-laws they can leave at the end of every year if they announce it half a year in advance [law].
The by-laws can, but don't have to, require regular membership fees.
The by-laws also determine under which conditions a member can be excluded or can state that exclusion does not require specific reasons.
Unless stated otherwise in the by-laws, the association is only liable with its own funds, not with the funds of its members (!).
So how exactly will this be applied to Revora?
First off, there has been much source of confusion with the term "member". You need to watch out that you don't mix "forum members", all the people registered at the Revora forums, and "association members", the closed group of people who will legally be part of the association and thus have influence over it. Regular forum members will not be association members. Our idea was to recommend anyone with the status of Admin or Leader in the network for membership and have a way of recommending other people (for example one member bringing it up and at least two other members supporting it). In any case, the assembly will have the final say if anyone is to be granted member status.
As stated, our proposal is to let anyone of a certain importance at Revora join the association. All those people, including the board, then form the assembly if they are attending.
Whoever is elected into the board is then automatically made NL in the forums (i.e. board = NLs). That way the association and the forum hierarchy are still distinct, but linked together in a way which doesn't distort the current leadership structure too much.
The specific rules will still need to be discussed, but it is my personal intention to grant the board (NLs) rather far-reaching powers so they can effectively deal with the daily business without constantly having to assemble all the members. However, their decisions can be overturned or the people fired from the board at any time if this is the will of the association members.
I believe that concludes our proposal. I hope I've made things as clear as possible. If you still have questions after carefully reading this, feel free to ask and I will do my best to explain.
The feedback in the staff forum has been mostly positive, but we're very interested in hearing your take on this as well.
Edited by Dark Lord of the Sith, 11 October 2009 - 09:29 PM.
