Re: [board-discuss] [DISCUSS] Proposed update for the CoI Policy: version 1.3.2

2022-02-24 Thread Caolán McNamara
On Thu, 2022-02-24 at 12:41 +0100, Cor Nouws wrote:
> Hi all,
> 
> Paolo Vecchi wrote on 24/02/2022 09:06:
> 
> > On 24/02/2022 03:19, Thorsten Behrens wrote:
> > > How do you suggest we move this forward then? The current state
> > > of the policy is still considered not ok for some.
> > All of us read and accepted to be bound by the current version of
> > the CoI Policy by being a member of the Board of Directors.
> > I believe no one in the current board has any problem with it or 
> > wouldn't have ran for a board position.
> 
> Life can be so complicated at times ;)
> 
> I do not see a reason not to support the small improvements that are
> in.

I don't have concerns about the specific changes, which substantively
looks like +1/-3 words. The document reads very draconian to me but
that's not the question asked here.

-- 
Caolán McNamara, Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint

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Re: [board-discuss] [DISCUSS] Proposed update for the CoI Policy: version 1.3.2

2022-02-24 Thread Cor Nouws

Hi all,

Paolo Vecchi wrote on 24/02/2022 09:06:


On 24/02/2022 03:19, Thorsten Behrens wrote:

How do you suggest we move this forward then? The current state of the
policy is still considered not ok for some.
All of us read and accepted to be bound by the current version of the 
CoI Policy by being a member of the Board of Directors.
I believe no one in the current board has any problem with it or 
wouldn't have ran for a board position.


Life can be so complicated at times ;)

I do not see a reason not to support the small improvements that are in.

Cheers,
Cor


--
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Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
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Re: [board-discuss] [DISCUSS] Proposed update for the CoI Policy: version 1.3.2

2022-02-24 Thread Jan Holesovsky
Hi Thorsten, all,

Thorsten Behrens píše v Út 15. 02. 2022 v 19:17 +0100:

> there's another update to the board CoI policy now in draft status,
> I've uploaded it with enabled change tracking here:
> 
>  https://wiki.documentfoundation.org/images/e/e5/BoD_Conflict_of_Inte
> rest_Policy_ver1_3_2_draft_2022-02-15.pdf
> 
> Modifications are in sections 5.1 and 6.3. The changes were discussed
> in the legal group, and drafted by Mike.

Both changes are fine for me - the 5.1 sounds like a good
clarification, and the 6.3 like a good cleanup: IANAL, but I was
advised by a lawyer once that "intention" is worthless in contracts,
because "intention" is nearly impossible to prove anyway.

All the best,
Kendy

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Re: [board-discuss] [DISCUSS] Proposed update for the CoI Policy: version 1.3.2

2022-02-24 Thread Paolo Vecchi

Hi Thorsten,

On 24/02/2022 10:18, Thorsten Behrens wrote:

Hi Paolo,

Paolo Vecchi wrote:

I believe no one in the current board has any problem with it or
wouldn't have ran for a board position.


That is in direct contradiction to my statement up-thread. So what
follows is not a workable proposal.
If you made a statement it doesn't mean that is correct and 
contradicting it doesn't invalidate a proposal.


As from BoD RoP:

https://wiki.documentfoundation.org/TDF/BoD_rules

"In addition to § 7, (5) of the statutes, the Board of Directors hereby 
agrees on the following rules of procedure."
"Binding part of these Rules of Procedure is the Board’s Conflict of 
Interest Policy"


I'm sure that all current members of the board have read the rules and 
have accepted to be bound by the current CoI Policy.
Denying acceptance of our Statutes, public BoD Rules of Procedures and 
related CoI policy now would not send out a very good message.



But let's hear what the rest of the board thinks.


We may need to organise a session to explain to the new board members 
why we need a CoI Policy, how we got to the current version and what are 
the implications in regards to their decision processes before they 
could express and informed opinion.


Without that they may not even know why we should rush in minor changes.

Allowing the MC to do its part and working together with them to create 
a version 2 will allow the new board members to understand better the 
policy and provide proper informed opinions.



Cheers,

-- Thorsten


Ciao

Paolo

--
Paolo Vecchi - Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint



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Re: [board-discuss] [DISCUSS] Proposed update for the CoI Policy: version 1.3.2

2022-02-24 Thread Thorsten Behrens
Hi Paolo,

Paolo Vecchi wrote:
> I believe no one in the current board has any problem with it or
> wouldn't have ran for a board position.
>
That is in direct contradiction to my statement up-thread. So what
follows is not a workable proposal.

But let's hear what the rest of the board thinks.

Cheers,

-- Thorsten


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Re: [board-discuss] [DISCUSS] Proposed update for the CoI Policy: version 1.3.2

2022-02-24 Thread Paolo Vecchi

Hi Thorsten,

On 24/02/2022 03:19, Thorsten Behrens wrote:

How do you suggest we move this forward then? The current state of the
policy is still considered not ok for some.
All of us read and accepted to be bound by the current version of the 
CoI Policy by being a member of the Board of Directors.
I believe no one in the current board has any problem with it or 
wouldn't have ran for a board position.


As suggested in various email exchanges, by our legal counsel and 
confirmed by Marina in her email dated 07/02/2022 the MC is waiting for 
the Board to confirm that we have an agreed on version of the Policy so 
that they can put in the agenda their own revisions.


IMHO the best way forward would be to confirm to the MC that we are all 
OK with the current version of the Policy, let them work out their 
changes and once they are done with it we will work together to align 
the Policies as much as possible by including mutually agreed amendments 
and suggestions like those present in 1.3.2 if it will be necessary.


While working toward a version 2 of the policy with the MC we should 
also take in consideration that the ESC should adopt the same policy.


Ciao

Paolo

--
Paolo Vecchi - Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint



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Re: [board-discuss] [DISCUSS] Proposed update for the CoI Policy: version 1.3.2

2022-02-23 Thread Thorsten Behrens
Hi Paolo,

Paolo Vecchi wrote:
> > Modifications are in sections 5.1 and 6.3. The changes were discussed
> > in the legal group, and drafted by Mike.
> 
> I had a look at my emails and the only reference I found about the changes
> in the CoI by a member of the legal oversight team (me) said that the
> changes in 6.3 were OK, but nothing about 5.1, and that as suggested by our
> legal counsel we will use 1.3.2 as base for eventual future versions.
> 
Can you point out where my initial statement was wrong?

> Could you point me to emails from other members of the legal
> oversight team stating that 1.3.2 was ready and accepted for
> adoption?
>
Right now, the draft is up for discussion. The changes where discussed
last year, but then elections and the Xmas break delayed matters.

The change, as stated, was drafted by Mike, as part of the ongoing
improvements and careful balancing work we did end of last year. Your
email from Wed, 19 Jan 2022 16:47:58 (in that internal conversation)
did not object to that modification.

> Many called for unanimous consent for adoption of the CoI Policy so
> I believe there should be also unanimous consent for changes to be
> published and then adopted IMHO.
>
The initial, very controversial 1st version of the policy was anything
but unanimously agreed on. So that is a very one-sided argument.

How do you suggest we move this forward then? The current state of the
policy is still considered not ok for some.

Cheers,

-- Thorsten


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Re: [board-discuss] [DISCUSS] Proposed update for the CoI Policy: version 1.3.2

2022-02-15 Thread Paolo Vecchi

Hi Thorsten,

On 15/02/2022 19:17, Thorsten Behrens wrote:

Dear board (current & new), *,

there's another update to the board CoI policy now in draft status,
I've uploaded it with enabled change tracking here:

  
https://wiki.documentfoundation.org/images/e/e5/BoD_Conflict_of_Interest_Policy_ver1_3_2_draft_2022-02-15.pdf

Modifications are in sections 5.1 and 6.3. The changes were discussed
in the legal group, and drafted by Mike.


I had a look at my emails and the only reference I found about the 
changes in the CoI by a member of the legal oversight team (me) said 
that the changes in 6.3 were OK, but nothing about 5.1, and that as 
suggested by our legal counsel we will use 1.3.2 as base for eventual 
future versions.


Could you point me to emails from other members of the legal oversight 
team stating that 1.3.2 was ready and accepted for adoption?


Many called for unanimous consent for adoption of the CoI Policy so I 
believe there should be also unanimous consent for changes to be 
published and then adopted IMHO.



I propose a brief discussion here (in case there's a need) and would
subsequently then ask the new board if they would want to adopt it as
the working policy on our first, inaugural board call.


I would have been good to talk in generic terms about the changes that 
the new draft would have brought to the CoI Policy while at the same 
time asking to the legal oversight team if the new version was OK to be 
published before publishing it.




Cheers,

-- Thorsten

Ciao

Paolo

--
Paolo Vecchi - Deputy Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint



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[board-discuss] [DISCUSS] Proposed update for the CoI Policy: version 1.3.2

2022-02-15 Thread Thorsten Behrens
Dear board (current & new), *,

there's another update to the board CoI policy now in draft status,
I've uploaded it with enabled change tracking here:

 
https://wiki.documentfoundation.org/images/e/e5/BoD_Conflict_of_Interest_Policy_ver1_3_2_draft_2022-02-15.pdf

Modifications are in sections 5.1 and 6.3. The changes were discussed
in the legal group, and drafted by Mike.

I propose a brief discussion here (in case there's a need) and would
subsequently then ask the new board if they would want to adopt it as
the working policy on our first, inaugural board call.

Cheers,

-- Thorsten


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