Dear all Here are the comments from ATOS on the top of those mentionned by Frida Fransson. Best regrds. Claire. Claire LE FLOCH Group Head of Atos legal Intellectual Property T +33685810694<tel:+33685810694> Le 19 avr. 2016 à 17:37, Fransson Frida <frida.fransson at eng.it<mailto:frida.fransson at eng.it>> a écrit : Dear All, The following comments are based purely on the text submitted by Stefano Fratta on April 11, 2016, and they do not take into account the rules of law eventually applicable to the By-Laws according to the agreement of the party on that point. At this stage, in ENG opinion it is crucial to decide the applicable law under which the “Association” will be established and will be ruled and governed, because the choice of the applicable law will have impacts on several aspects of the By-Laws. Please find herebelow the comments on the By-Laws that I would like to share with you and once, and if, agreed upon incorporated into the By-Laws: Applicable Law and Jurisdiction - Term and Termination – Admission - Participation to tenders – Balance sheet 1. To decide on the applicable law and competent jurisdiction and to review the By-Laws accordingly. 2. To decide on the term of the “Association” and the possibility to withdraw from the Association under specific conditions. 3. To insert an article with the conditions at which a CM may sale its quote, e.g. Pre-emption rights. 4. To be sure that the Association is eligible to participate to call for tenders. 5. To insert an article with fiscal year term and rules for the balance sheet approval. 6. It may be appropriate to have clear criteria for members’ admission in order to avoid discretional decisions of the BOD that can be claimed. 7. To better define roles and duties of the RM 8. IM employed by CM may be considered expression of CM, do you think there will be a possible “conflict of interests” in the exercise of their votes? Board of Directors – Article IV 9. We propose that the office of BOD member shall be set for almost 3 years, as well as the office of CEO and Chairman. 10. We propose that the CEO may be selected inside and/or outside the CM, and eventually to consider a mechanism to allow each of the CM to appoint the CEO on a rotation basis. In order to avoid an election with a poor majority. Powers and authorities to be conferred to the CEO have to be decided prior in advance by the CM. 11. We propose to clarify the ordinary duties of BOD as governing the organization by establishing broad policies and objectives; selecting, appointing, supporting and reviewing the performance of the CEO; ensuring the availability of adequate financial resources; approving annual budgets; managing the organization's performance; setting the salaries and compensation of company management, if any. 12. We propose to insert an article which provides mechanisms to remove a BOD member and/or to fill a vacancy which arises on resignation or death 13. According to the fact that we’ll have a BOD in which also RM will be represented, we propose to consider having a list of decisions to be necessarily taken with the vote (unanimous or 2/3) of CM. 14. We propose to better clarify BOD meeting + vote + quorum 15. We propose to better clarify when the BOD shall call up for a special meeting. General Assembly Article VI - Please consider the possibility not to have one member = one vote in the annual meeting. Quorum and quorum of IM shall be better defined, as well as the issues to be decided by the general assembly by adopting different quorum. Talk to you on Friday morning<x-apple-data-detectors://6>. Thank you. Kind regards. Frida. Frida Fransson Direzione Affari Legali frida.fransson at eng.it<mailto:frida.fransson at eng.it> Engineering Ingegneria Informatica S.p.A. Strada 2 pal. D - Assago (Mi) Tel. +39-0287002425<tel:+39-0287002425> Mob. +39-334 6784288<tel:+39-334%206784288> www.eng.it<http://www.eng.it/> ________________________________ Da: fiware-foundation-legal-bounces at lists.fiware.org<mailto:fiware-foundation-legal-bounces at lists.fiware.org> [mailto:fiware-foundation-legal-bounces at lists.fiware.org] Per conto di adrian.kalaani at orange.com<mailto:adrian.kalaani at orange.com> Inviato: lunedì 18 aprile 2016 19:09 A: Stefano De Panfilis; fiware-foundation-legal at lists.fiware.org<mailto:fiware-foundation-legal at lists.fiware.org> Oggetto: Re: [FIWARE-Foundation-Legal-TaskForce] URGENT -> next steps Dear all, Following to Stefano’s mail below, I understand that we agreed to have only one governance model that is represented by the FIWARE association (merge of FIWARE community and FIWARE association). Therefore, please find attached the draft of the FIWARE association bylaws that were sent to us by Stefano Fratta with our comments and modifications. Do not hesitate to send us your comments. Many thanks, Céline, Sylvie and Adrian De : fiware-foundation-legal-bounces at lists.fiware.org<mailto:fiware-foundation-legal-bounces at lists.fiware.org> [mailto:fiware-foundation-legal-bounces at lists.fiware.org] De la part de stefano de panfilis Envoyé : dimanche 17 avril 2016 21:51 À : fiware-foundation-legal at lists.fiware.org<mailto:fiware-foundation-legal at lists.fiware.org> Objet : [FIWARE-Foundation-Legal-TaskForce] URGENT -> next steps dear all, just realised that i did not sent the minutes out and also, having changed the hard disk of my laptop, that i lost the notes i took during the last meeting (wednesday 13 apr). however, i well remember that we agreed to have a single bylaws doc which should include the first draft produced by stefano and the governance model of the fiware community as already public in fiware.org<http://fiware.org/>. i also remember that stefano will produce such a new draft. i do also remember that we gareed to have such draft on wednesday, but thsi way, it will be impossible for me to present it to the board meeting (20 apr - wenesday) nor to all to produce comments to be circulated before our regular call next friday (22 apr)<x-apple-data-detectors://23>. so, i kindly ask: 1. stefano to produce the doc for tomorrow<x-apple-data-detectors://24> eob,max tuesday morning<x-apple-data-detectors://25> so i can share at the bod the following day. 2. everybody to circulate comments by wednesday eob 3. to dicuss the new draft on friday <x-apple-data-detectors://27> 9:30<x-apple-data-detectors://27> during on our normally scheduled meeting. hope you do all agree on this changes of course i particular stefano ;-). such changes are needed as the bod requested to know on our progresses. ciao, stefano -- Stefano De Panfilis Chief Innovation Officer Engineering Ingegneria Informatica S.p.A. via Riccardo Morandi 32<x-apple-data-detectors://28/1> 00148 Roma<x-apple-data-detectors://28/1> Italy<x-apple-data-detectors://28/1> tel (direct): +39-06-8759-4253<tel:+39-06-8759-4253> tel (secr.): +39-068307-4513<tel:+39-068307-4513> fax: +39-068307-4200<tel:+39-068307-4200> cell: +39-335-7542-567<tel:+39-335-7542-567> skype: depa01 twitter: @depa01 _________________________________________________________________________________________________________________________ Ce message et ses pieces jointes peuvent contenir des informations confidentielles ou privilegiees et ne doivent donc pas etre diffuses, exploites ou copies sans autorisation. Si vous avez recu ce message par erreur, veuillez le signaler a l'expediteur et le detruire ainsi que les pieces jointes. Les messages electroniques etant susceptibles d'alteration, Orange decline toute responsabilite si ce message a ete altere, deforme ou falsifie. Merci. This message and its attachments may contain confidential or privileged information that may be protected by law; they should not be distributed, used or copied without authorisation. If you have received this email in error, please notify the sender and delete this message and its attachments. As emails may be altered, Orange is not liable for messages that have been modified, changed or falsified. Thank you. _______________________________________________ FIWARE-Foundation-legal mailing list FIWARE-Foundation-legal at lists.fiware.org<mailto:FIWARE-Foundation-legal at lists.fiware.org> https://lists.fiware.org/listinfo/fiware-foundation-legal -------------- next part -------------- An HTML attachment was scrubbed... URL: <https://lists.fiware.org/private/fiware-foundation-legal/attachments/20160420/b9fc18c4/attachment.html> -------------- next part -------------- A non-text attachment was scrubbed... Name: Fiware Bylaws 19042016_markup CLF.doc Type: application/msword Size: 157184 bytes Desc: Fiware Bylaws 19042016_markup CLF.doc URL: <https://lists.fiware.org/private/fiware-foundation-legal/attachments/20160420/b9fc18c4/attachment.doc> -------------- next part -------------- An HTML attachment was scrubbed... URL: <https://lists.fiware.org/private/fiware-foundation-legal/attachments/20160420/b9fc18c4/attachment.htm>
You can get more information about our cookies and privacy policies clicking on the following links: Privacy policy Cookies policy