The Document Foundation
Board of Directors Meeting 2022-11-14
Meeting Minutes
Date: 2022-11-14
Location: Jitsi
Session chair: Thorsten Behrens
Keeper of the minutes: Stephan Ficht
In the meeting:
Board Members - Thorsten Behrens, Paolo Vecchi, Cor Nouws, Lazslo
Nemeth, Gabor Kelemen, Emiliano Vavassori
Board Deputy Members -
Membership Committee Members -
Membership Committee Substitute Members -
Community - T.K.
Team - Ilmari Lauhakangas, Stephan Ficht, Florian Effenberger,
Guilhem Moulin, Hossein Nourikhah
Representation: None
The Board of Directors at time of the call consists of 6 seat holders
without deputies. In order to be quorate, the call needs to have 1/2 of
the Board of Directors members, which gives 4. A total of 6 Board of
Directors members are attending or represented in the call.
The board waives all formal statutory requirements, or requirements in
the foundations articles, or other requirements regarding form and
invitation, time limits, and for the topics discussed in this meeting.
The meeting is quorate and invitation happened in time. From now on,
motions can be passed with the agreement of a simple majority of those
remaining present. The majority threshold is currently 4.
Any updates regarding director affiliations?
* no changes, current affiliations see election page:
https://elections.documentfoundation.org/2021-board/candidates.html
* Lázsló changes affiliation to his own company, dropping NISZ
Would any of the directors present need to declare an interest, for any
of the listed agenda items?
* topic #5: Thorsten, Cor, Gabor
The public meeting commences at 17:05 UTC / 18:05 Berlin time.
## AGENDA
### Public Part
1. Answering questions from the community (tdf-board, 5 mins)
Rationale: Provide an opportunity for the community to ask
questions to the board and about TDF
* any q.? (Thorsten)
* none
2. Status Report, Discuss: Merged developer proposal (tdf-board, kendy,
Paolo Vecchi, 5 mins)
* update on merged proposal
* further discussions, if needed
* otherwise, re-evaluate our approach.
* some updates
* proposal completed (Paolo)
* there was only one last sentence left to deal with
* but is covered by the agreed text in page one
* so I believe the proposal should be voted
* I'm still missing information (Cor)
* asked comments from Mike
* what he wrote on relations between TDF and companies
* looks very limited in the light of TDF
* and I had expected a negative advice on the text on page 1
* properly created agreement on such limitations nightmare
* from legal aspects and organizational wise
* very different from contract on properly tendered project
* not ready for vote (Thorsten)
* Kendy resigned because no compromise was reached
* stop here and restart, from a clean slate
* if quick action is required instead, tender out as contracted work?
* What you are saying doesn't make sense (Paolo)
* we agreed on various compromises
* Kendy resigned because of the last small sentence?
* clear push from companies in the document to be removed
* refer to page 1 of the draft solving the issue
* seems number of people disagree (Thorsten)
* also a misquote on what exactly Kendy (and others) where not happy
about
* is quite wrong (Paolo)
* not good to come out with this statement
* looking at the whole discussion with Paolo (Cor)
* astonishing efforts made
* but it is clear that the real problem at different level
Emiliano joins at 18:19
* really looks as if Paolo's behavior shows a lack of understanding
* fundamental principle of TDF being a community
* also the balance of cooperating companies
* shared interests, statutes restricting influence
* Paolo's comments show no understanding
* one of the board's major responsibilities to maintain a modus
operandi that best serves TDF's goals
* respecting, understanding and supporting synergy vital
* Paolo’s personal and business situation ignored so far
* failed to establish a business relation with Collabora and CIB
* interested in other ways to get online solutions?
* a one sided, negative, attitude towards ecosystem companies?
* now telling TDF/Directors what they should do?
* all this has lead to a bad proposal?
* the board should look into this issue first
* What has this rant got to do with the proposal? (Paolo)
* TDF is legal entity and should do things in a legal way
* think why we are at a point where we need to fix a lot of things
* as directors we must follow our fiduciary duties
* Kendy did not resign because of a single sentence (Laszlo)
* much more
* ecosystem is part of the community
* see history we come from, staroffice
* company offering a software
* we need to be careful
3. Status Report: Strategy planning (Cor Nouws, 5 mins)
* Gábor and Cor doing some initial work, not yet that much
* waiting for more and for others to join
* would have loved to follow up (Emiliano)
* alas could not at the moment
4. Vote, Discuss: Move board-discuss to Discourse (Florian Effenberger,
Thorsten Behrens, 5 mins)
* discuss remaining question
* decide on moving ahead or not
* materials:
* test instance
https://communitytest.documentfoundation.org/c/board-discuss/194
* import options and shortcomings, see
https://redmine.documentfoundation.org/issues/3567#note-15 to #note-19.
Motion: ask infra team to setup test instance for both tdf-internal and
board-discuss
- invite members to give feedback
- after 3 weeks, evalulate, and make final decision on the
moving/migrating
* are we quorate? (Emiliano)
* not sure if decisions can take with Ayhan not beeing a full member
(Florian)
* email vote? (Thorsten)
* procedures have to be checked
5. Status Report, Discuss: Atticization of Online (tdf-board, 10 mins)
* ESC provided evaluation
* discussed briefly on the dev list:
https://lists.freedesktop.org/archives/libreoffice/2022-October/089485.html
* conclusion seems to be: not enough activity to keep out of the
attic for the moment
* continue discussion from last board call
* skipped
6. Status Report: Status of CoI investigation against Paolo (tdf-board,
5 mins)
* update on progress & next steps
* no much update, still in progress (Thorsten)
* hopefully we have somewhat this week (Cor)
* what about the timing? CoI retroactive? (Paolo)
* you put that question in your mail (Cor)
* we will answer this in the reply
* changed agreement (Paolo)
* why such procedure takes so much time? (Stephan)
* constructive work needs time (Cor)
* and members (both new and older) distracted too often
* especially with the many mails from Paolo
* want to rest it here (Cor)
* when board started investigation? (Paolo)
* all I want is to get answered questions
* that question will be answered (cor)
* and a policy is not needed for an interest to exist
The public meeting ends at 17:49 UTC / 18:49 Berlin time.
### Private Part
7. Vote, Status Report: HR topic (Florian Effenberger, 5 mins)
Reason for privacy: HR, tax and legal topics.
8. Status Report: HR topic (Florian Effenberger, Stephan Ficht, 5 mins)
Reason for privacy: HR, tax and legal topics.
9. Discuss: Legal working group setup (tdf-board, 30 mins)
10. Discuss: Last minute item(s) (tdf-board, 5 mins)
Rationale: if there is time left, and anything is popping up after
sending the agenda
The private meeting ends at 18:10 UTC / 19:10 Berlin time.
Thorsten Behrens (Session chair)
Stephan Ficht (Keeper of the minutes)
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Florian Effenberger, Executive Director (Geschäftsführer)
Tel: +49 30 5557992-50 | Mail: flo...@documentfoundation.org
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