Hi Andreas, all,

Andreas Mantke wrote on 30/03/2023 14:28:
Am 29.03.23 um 15:58 schrieb Cor Nouws:

A personal interest is not a conflict of interest which in general is
not a reason to abstain from discussing topics.

sorry to be very clear here: I've never read or heard such nonsense
inside other communities, I'm active in.

Apart from the validity of your statement: as we all know, TDF is not the average organization.

I think the documents, linked by Paolo in his email on this list, should
show, that all members with a personal interest had to keep out of any
discussion (and decision) of the corresponding topics.

So you and Paolo forget TDF rules? Let's take a detailed look then.

= TDF Statues =
= = = = = = = =

== § 8 Duties of the Board of directors ==

(3) The board of directors is obliged, via explicit publication in a generally used communication medium, to notify the public about:
a.) (about statues, rules etc)
b.) (about composition of the bodies)
c.) (about procedings, discussions, decisions)
d.) conflict of interest lasting longer than a month;
e.) (decision on a complaint)

- - - -
   Note: How to read the 'conflict of interest'? What more do the
   statues tell about 'conflicts of interest'. The only, _only_, mention
   is to be found in 8.4:
- - - -

(4) The board of directors prevents conflicts of interest within the Foundation. The board of directors is therefore obliged to ensure, that the board of directors itself, the membership committee, and the advisory board, at maximum have one third of their members being employed by a single company, organisation, entity or their respective affiliates of the aforementioned. The board of directors can expel one member per month from each of the foundations bodies, until the conflict of interest situation is either settled, or a re-election of the entity has been initiated. The board of directors can to resolve the conflict of interest by expelling the necessary number of members from other committee at once, and/or replace member by other members of such committee.

- - - -
   Conclusion: § 8.3. deals with § 8.4, i.e. the composition of the
   foundations bodies.
- - - -

Do the statues provide more support for this reading? Let us look at § 9.6:

== § 9 Resolutions of the Board of directors ==
(6) A board of directors member is barred from voting, if the vote contains any of the following subject matters:
* self-dealing with the member,
* the initiation or cessation of a lawsuit between the Foundation and the member, or * grants from Foundation means towards the member, or an entity the member is a board member or a member of the executive body of another entity.

- - - -
   So this § 9.6 mentions the topics where directors may not vote. That
   are all typical conflict of interest situations, and all linked to
   voting/resolutions; situations limited in time per definition and not
   'permanent'. So 'conflict of interest lasting longer that a month',
   is also in § 9.6 not related to specific topics/proposals.
- - - -

Source https://www.documentfoundation.org/statutes/

= From the older Community Bylaws =
= = = = = = = = = = = = = = = = = =

It is interesting to look at the older Community Bylaws, that were the base for the current statues.

These mention three rules to prevent the most-obvious potential cases of such conflicts in our Community: max 3 BoD members of one entity; max 30% of members in MC; and max 30% of members of the ESC from one entity. Source https://wiki.documentfoundation.org/CommunityBylaws#Provisions_Concerning_Possible_Conflicts_of_Interest

= CoI policy =
= = = = = = = =
What does the CoI policy learn?

From 4.1 and 4.2 it is clear that a person with a CoI may not vote on topics/items causing or bordering with the conflict.. but may participate in discussions:

        " … a conflicted person
4\.1 .... shall at a minimum always be excluded from any vote and any activity regarding any topics or items causing or bordering with the conflict for as long as the conflict is not certain to have vanished. The person *may participate in discussions, unless it suspended its disclosure duties (see 4.2*). ...

4\.2 .... according to below rules has a duty to disclose. As an exceptional procedure an obliged person may *suspend their disclosure duties* only if they* fully and completely refrain from influencing a discussion,* thread, topic or topical area in all direct or indirect means, directly or via third parties. This requires complete and full abstention e.g. from any proposal, vote, decision, contract or transaction, until the topic is fully settled.

Source https://wiki.documentfoundation.org/images/6/6e/BoD_Conflict_of_Interest_Policy_ver1_3_2.pdf

= Conclusion =
= = = = = = = =

- - - -
   * The statutes do not say that persons in a (potential) CoI situation
   should abstain from discussions around the topics; and the statutes
   dó -implicitly- expect that Directors may be involved with
   discussions over transactions with 'themselves';
   * The CoI policy explicitly says conflicted directors may
   participate in discussions.
- - - -

Further question: why didn't declare Cor also a personal interest about
this three topics?

Sorry if it is not there. IIRC I said the same applied for me - as is
usually the case - so my name should be there in the minutes too.

I ask you and also Thorsten and Gabor to not participate in any
discussion (and decision) of the corresponding topics. This is important
because otherwise you violate obligations as board member and create

Nope - the only logic reading from the statues is that it is allowed for board members to also participate in discussions where there is a CoI in the decision. You should also be able to find out that there is no legal ground either, to exclude people with a CoI from discussions. Finally the archives of discussions at the start, around the first bylaws and from there to the statues are clear on the intention and reading.

Concluding: to me the push from you, some members of the board and people around the board to not follow TDF's statues/rules, looks as a attempt to exclude members affiliated with ecosystem companies at various places in TDF. And that would be a clear breach with the principles that helped to ground the foundation.

If you and others are of the opinion that that should happen, please be clear and work on a sensible discussion around the topic. But please do stop behaving as something that one would associate with a troll rather then a member contributing our work.


Cor Nouws, member Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
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