Re: [board-discuss] creation of The Document Collective (TDC)
Hi Michael, Am 07.02.2020 23:09 schrieb Michael Meeks : > > Hi Dennis, > > On 07/02/2020 17:43, Dennis Roczek wrote: > >> There are some attractions however to having multiple jurisdictions > >> involved - we've really appreciated the flexibility that SPI has helped > >> us with over the years (as an example). > > > > As I do not find the numbers in the already published ledgers: how much > > money did The Document Foundation already paid to lawyers ? > > So far - exactly zero, and exactly zero expenses for setting up TDC so > far. TDF has paid no money to anyone around TDC AFAIK. After the announcement and for an half year nothing happened regarding legal stuff? So basically only talking within the committee with no decisions? >Then again - > we've had some friendly pro-bono legal advice, input from the group of > FLOSS foundations, and a sensible group of people have put a lot of time > into meeting and discussing options on constitution, jurisdiction and more. > > > And how much are they willing (or planning) to do this? Was the > > Videolan Community asked how they did handled all these legal stuff? > > I've talked to Jean-Baptist a fair bit in the past - I would be > surprised if he had a lot to offer on this topic, and VLC's profile is > rather different from TDF's and TDCs. How? They have published VLC in every store! > All these legal stuff is not quite > as obvious as it may look at first glance - nevermind getting something > setup, bank accounts opened, articles written and so on. > > Incidentally - one of the reasons that things do not get actually done > around TDC (and in other places), is that as soon as consensus appears > to be building [ getting a dozen people to agree on anything complex and > nuanced is a tough process ] then something disruptive comes along to > jam things up. That is really distressing for those wanting to get moving. > > The Board agreed to create TDC, it created a committee to do that, the > committee met at some length, then that committee explained where it is > at to a new Board. We're continuing to execute, and I think it's a good > idea to publish an update - as a board we need to cleanup and publish > minutes from our meeting in due course, which I expect to help. > > Please be patient; we are currently a few days away from the transition > to a new board which (may) be more decisive and dynamic - I really hope > so - let see. That might indeed help. > Then again - I love that you are interested & care! =) it has been a > long time since anyone has turned up to a public board meeting, Which could be a result of tge meeting which is for many Europeans at their working time. ;-( > and/or > asked good questions - which can surely only be a good thing. > > ATB, > > Michael. Dennis
Re: [board-discuss] creation of The Document Collective (TDC)
Hi Dennis, On 07/02/2020 17:43, Dennis Roczek wrote: There are some attractions however to having multiple jurisdictions involved - we've really appreciated the flexibility that SPI has helped us with over the years (as an example). As I do not find the numbers in the already published ledgers: how much money did The Document Foundation already paid to lawyers ? So far - exactly zero, and exactly zero expenses for setting up TDC so far. TDF has paid no money to anyone around TDC AFAIK. Then again - we've had some friendly pro-bono legal advice, input from the group of FLOSS foundations, and a sensible group of people have put a lot of time into meeting and discussing options on constitution, jurisdiction and more. And how much are they willing (or planning) to do this? Was the Videolan Community asked how they did handled all these legal stuff? I've talked to Jean-Baptist a fair bit in the past - I would be surprised if he had a lot to offer on this topic, and VLC's profile is rather different from TDF's and TDCs. All these legal stuff is not quite as obvious as it may look at first glance - nevermind getting something setup, bank accounts opened, articles written and so on. Incidentally - one of the reasons that things do not get actually done around TDC (and in other places), is that as soon as consensus appears to be building [ getting a dozen people to agree on anything complex and nuanced is a tough process ] then something disruptive comes along to jam things up. That is really distressing for those wanting to get moving. The Board agreed to create TDC, it created a committee to do that, the committee met at some length, then that committee explained where it is at to a new Board. We're continuing to execute, and I think it's a good idea to publish an update - as a board we need to cleanup and publish minutes from our meeting in due course, which I expect to help. Please be patient; we are currently a few days away from the transition to a new board which (may) be more decisive and dynamic - I really hope so - let see. Then again - I love that you are interested & care! =) it has been a long time since anyone has turned up to a public board meeting, and/or asked good questions - which can surely only be a good thing. ATB, Michael. -- michael.me...@collabora.com <><, GM Collabora Productivity Hangout: mejme...@gmail.com, Skype: mmeeks (M) +44 7795 666 147 - timezone usually UK / Europe -- To unsubscribe e-mail to: board-discuss+unsubscr...@documentfoundation.org Problems? https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: https://wiki.documentfoundation.org/Netiquette List archive: https://listarchives.documentfoundation.org/www/board-discuss/ Privacy Policy: https://www.documentfoundation.org/privacy
Re: [board-discuss] creation of The Document Collective (TDC)
Hi Michael, Am 26.09.2019 um 16:35 schrieb Michael Meeks: Hi Uwe, On 26/09/2019 15:28, Uwe Altmann wrote: Just read the paper. It raised some questions. It would probably help to come to the next board call and raise your concerns. And what I do not understand at all is the reasons there is such a complicated and a difficult to zero controllable process with a "Public Software CIC" 50.000 € loan just to get an unincorporated association (whatever that means in terms of business and liability, i. e. ability to contract directly with app stores etc. so basically UK is now out. The number is large, but it is a contingency; I don't expect TDF to loan anything like this much, and to provide cash incrementally as needed. In terms of where the entity finally ends up, the CIC is a short-term bootstrapping mechanism - I don't believe there is a final decision on entity location currently. Half a year later: any news on the base country? There are some attractions however to having multiple jurisdictions involved - we've really appreciated the flexibility that SPI has helped us with over the years (as an example). As I do not find the numbers in the already published ledgers: how much money did The Document Foundation already paid to lawyers? And how much are they willing (or planning) to do this? Was the Videolan Community asked how they did handled al theses legal stuff? All the best, Michael. Best regards, Dennis -- To unsubscribe e-mail to: board-discuss+unsubscr...@documentfoundation.org Problems? https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: https://wiki.documentfoundation.org/Netiquette List archive: https://listarchives.documentfoundation.org/www/board-discuss/ Privacy Policy: https://www.documentfoundation.org/privacy
Re: [board-discuss] creation of The Document Collective (TDC)
Hi Uwe, On 26/09/2019 15:28, Uwe Altmann wrote: > Just read the paper. It raised some questions. It would probably help to come to the next board call and raise your concerns. > And what I do not understand at all is the reasons there is such a > complicated and a difficult to zero controllable process with a > "Public Software CIC" 50.000 € loan just to get an unincorporated > association (whatever that means in terms of business and liability, > i. e. ability to contract directly with app stores etc. The number is large, but it is a contingency; I don't expect TDF to loan anything like this much, and to provide cash incrementally as needed. In terms of where the entity finally ends up, the CIC is a short-term bootstrapping mechanism - I don't believe there is a final decision on entity location currently. There are some attractions however to having multiple jurisdictions involved - we've really appreciated the flexibility that SPI has helped us with over the years (as an example). All the best, Michael. -- michael.me...@collabora.com <><, GM Collabora Productivity Hangout: mejme...@gmail.com, Skype: mmeeks (M) +44 7795 666 147 - timezone usually UK / Europe -- To unsubscribe e-mail to: board-discuss+unsubscr...@documentfoundation.org Problems? https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: https://wiki.documentfoundation.org/Netiquette List archive: https://listarchives.documentfoundation.org/www/board-discuss/ Privacy Policy: https://www.documentfoundation.org/privacy
Re: [board-discuss] creation of The Document Collective (TDC)
Hi there Just read the paper. It raised some questions. What I'm absolutely missing is a draft of a business plan. Based on the experiences of collabora with the Apple Store (and perhaps CIB with MS) it should at least make clear the ability of self preservation of that business unit, expressed in the estimated yearly costs to provide the app-updates, estimated return from the stores, further costs like legal/tax consultancy, dues/fees, salaries etc. Without that, all further discussion seems senseless. And what I do not understand at all is the reasons there is such a complicated and a difficult to zero controllable process with a "Public Software CIC" 50.000 € loan just to get an unincorporated association (whatever that means in terms of business and liability, i. e. ability to contract directly with app stores etc. In Germany, founding a Limited Company (GmbH) will need 25 T€ initial capital (to which the liability of the company then is limited - we may even make up an "UG" with less to zero initial capital and liability). The overall costs are about less then 1.000 €, it'll take about four weeks time and perhaps one day work. So why the TDF does not start a GmbH (as owner) and use the 25 T€ initial capital (also loaned) to get it working? Perfect control by the board and no hassle about "to commission a mechanism to spend TDC's income surplus in the manner agreed by the Board's Document" because all surplus will go automatically to TDF. IF you don't like Germany, try a french s.a.r.l. But don't go outside EU, and GB is - sad to say - half way out and still on a "leave"-course. No collision of interest too btw. -- Mit freundlichen Grüßen Uwe Altmann -- To unsubscribe e-mail to: board-discuss+unsubscr...@documentfoundation.org Problems? https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: https://wiki.documentfoundation.org/Netiquette List archive: https://listarchives.documentfoundation.org/www/board-discuss/ Privacy Policy: https://www.documentfoundation.org/privacy
Aw: Re: Re: [board-discuss] creation of The Document Collective (TDC)
Hi Simon, Gesendet: Mittwoch, 18. September 2019 um 11:36 Uhr Von: "Simon Phipps" An: "Thomas Meyer" Cc: "Board Discuss" Betreff: Re: Re: [board-discuss] creation of The Document Collective (TDC) Hi! On Tue, Sep 17, 2019 at 5:33 PM Thomas Meyer <t.meye...@gmx.de> wrote: subsumtion: * it's really the situation of self dealing (you are sitting on both sides of the same table). No, as I am only a Board deputy rather than a full director, have not voted on this proposal and will not do so at the Board meeting where the decision is made. We are a community of people with a commitment to free/open source software in general and LibreOffice/Document Liberation in particular. You can find a way almost everyone willing to serve here has a conflict in any positive action we try to take. If you choose to. a quote from the original post of Florian Effenberger: ' - Appoint a transitional leadership Group comprising Simon Phipps, Eike Rathke, Michael Meeks, Thorsten Behrens, and/or other volunteers TBD... - Direct the Group to sign an agreement with Public Software CIC hosting TDC as an unincorporated association ' Seemed you are not on two sides of the same table, are you? So it could be regarded as a letterbox company. Are you making an accusation here, it's not clear? Do you intend to make the same accusation against other entities which do not trade from their registered address, such as The Document Foundation? It was not my intention to do so. But from the tone of your answer I got ruminative. Regards, T. -- To unsubscribe e-mail to: board-discuss+unsubscr...@documentfoundation.org Problems? https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: https://wiki.documentfoundation.org/Netiquette List archive: https://listarchives.documentfoundation.org/www/board-discuss/ Privacy Policy: https://www.documentfoundation.org/privacy
Re: [board-discuss] creation of The Document Collective (TDC)
On 15/09/2019 15:02, Thomas Meyer wrote: > could there be a Conflict of Interest (CoI)?: > > https://beta.companieshouse.gov.uk/company/10026175/officers > > and maybe an issue with self-dealing? And what about good governance > /compliance? Good governance is crucial and takes some effort, so thanks for posing questions. Conflict of interest is a concern for every organisation; can you be more specific about the risks you see here? On 17/09/2019 18:33, Thomas Meyer wrote: > So it could be regarded as a letterbox company. FWIW my company phpList is also a permanent 'letterbox company' by this definition, but there's nothing problematic about that (at least not in the UK). Sam. > -- To unsubscribe e-mail to: > board-discuss+unsubscr...@documentfoundation.org Problems? > https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ > Posting guidelines + more: > https://wiki.documentfoundation.org/Netiquette List archive: > https://listarchives.documentfoundation.org/www/board-discuss/ > Privacy Policy: https://www.documentfoundation.org/privacy signature.asc Description: OpenPGP digital signature
Re: Re: [board-discuss] creation of The Document Collective (TDC)
Hi! On Tue, Sep 17, 2019 at 5:33 PM Thomas Meyer wrote: > subsumtion: > * it's really the situation of self dealing (you are sitting on both sides > of the same table). > No, as I am only a Board deputy rather than a full director, have not voted on this proposal and will not do so at the Board meeting where the decision is made. We are a community of people with a commitment to free/open source software in general and LibreOffice/Document Liberation in particular. You can find a way almost everyone willing to serve here has a conflict in any positive action we try to take. If you choose to. > So it could be regarded as a letterbox company. > Are you making an accusation here, it's not clear? Do you intend to make the same accusation against other entities which do not trade from their registered address, such as The Document Foundation? S.
Re: Aw: Re: [board-discuss] creation of The Document Collective (TDC)
Hi Thomas, first off - thanks for taking part in this conversation! As Cor said, the intention here really is to have a public discussion, and taking input from TDF members, contributors and all other stakeholders. Thomas Meyer wrote: >So it could be regarded as a letterbox company. > Just a word of caution - idiomatic expressions don't always translate 1:1, and the phrase you used could be regarded as rather rerogatory in English (I'm sure it wasn't meant like that). But for the avoidance of doubt, Public Software CIC is a reputable company, and we're grateful to Simon for offering it as a (temporary) host. Which is btw not uncommon practice, as e.g. Freies Office Deutschland e.V. did something similar when we bootstrapped TDF, starting in 2010. Cheers, -- Thorsten signature.asc Description: PGP signature
Re: Aw: Re: [board-discuss] creation of The Document Collective (TDC)
Hi Thomas, Thomas Meyer wrote on 9/17/19 6:33 PM: > *Gesendet:* Sonntag, 15. September 2019 um 17:59 Uhr > *Von:* "Simon Phipps" >> Public Software CIC was created by Andrew Katz and I specifically to >> provide a not-for-profit service hosting FLOSS community initiatives.est >> ... > > subsumtion: > * it's really the situation of self dealing (you are sitting on both > sides of the same table). > * you have a CoI for this reason (no matter, if there a finacial issues > or not) There are various sorts of interest of course. But apart from that: it is the full board handling the topic. > * such self dealing is always an issue with compliance / good governance > and transparency Therefore the plan for the TDC is announced and are members invited to look at it and discuss their ideas with us. Would that make sense? Greetings, Cor -- Cor Nouws, member Board of Directors The Document Foundation, Kurfürstendamm 188, 10707 Berlin Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts Legal details: http://www.documentfoundation.org/imprint GPD key ID: 0xB13480A6 - 591A 30A7 36A0 CE3C 3D28 A038 E49D 7365 B134 80A6 mobile : +31 (0)6 25 20 7001 skype : cornouws blog: cor4office-nl.blogspot.com jabber : cor4off...@jabber.org -- To unsubscribe e-mail to: board-discuss+unsubscr...@documentfoundation.org Problems? https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: https://wiki.documentfoundation.org/Netiquette List archive: https://listarchives.documentfoundation.org/www/board-discuss/ Privacy Policy: https://www.documentfoundation.org/privacy
Aw: Re: [board-discuss] creation of The Document Collective (TDC)
Hi Simon, Gesendet: Sonntag, 15. September 2019 um 17:59 Uhr Von: "Simon Phipps" An: "Thomas Meyer" Cc: "Board Discuss" Betreff: Re: [board-discuss] creation of The Document Collective (TDC) Hi Thomas! Thanks for asking. On Sun, Sep 15, 2019 at 2:03 PM Thomas Meyer <t.meye...@gmx.de> wrote: could there be a Conflict of Interest (CoI)?: https://beta.companieshouse.gov.uk/company/10026175/officers and maybe an issue with self-dealing? And what about good governance /compliance? Public Software CIC was created by Andrew Katz and I specifically to provide a not-for-profit service hosting FLOSS community initiatives. While I am a director of Public Software CIC, it is a Community Interest Company which means no-one (including me) benefits individually from the trading activities it conducts. CICs are overseen by a government regulator, see https://www.gov.uk/government/organisations/office-of-the-regulator-of-community-interest-companies Additionally, I am not compensated by Public Software and act in a voluntary capacity. In any case, we are proposing only that Public Software host the activities of TDC in the initial stage while it is being incorporated, a bank account opened (and hopefully the Brexit transition is crossed). Once those tasks are done, we will move all activities from Public Software CIC to The Document Collective entity in a suitable jusrisdiction. To ensure that the governance of TDC is well formed, the Board intends to direct a group rather than me individually to define and operate its governance. subsumtion: * it's really the situation of self dealing (you are sitting on both sides of the same table). * you have a CoI for this reason (no matter, if there a finacial issues or not) * such self dealing is always an issue with compliance / good governance and transparency And once I googled the address of Public Software CiC I stumbled over this: https://suite.endole.co.uk/explorer/postcode/so17-1xs (374 companies listed under this address). Yes, the address is that of a reputable accounting firm, Fiander Tovell Ltd, who provide Registered Office services to many of the companies for which they handle accounts. In common with many small community entities, Public Software does not have any offices so this arrangement is ideal. So it could be regarded as a letterbox company. Kind regards, T. -- To unsubscribe e-mail to: board-discuss+unsubscr...@documentfoundation.org Problems? https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: https://wiki.documentfoundation.org/Netiquette List archive: https://listarchives.documentfoundation.org/www/board-discuss/ Privacy Policy: https://www.documentfoundation.org/privacy
Re: [board-discuss] creation of The Document Collective (TDC)
Hi Thomas! Thanks for asking. On Sun, Sep 15, 2019 at 2:03 PM Thomas Meyer wrote: > could there be a Conflict of Interest (CoI)?: > > https://beta.companieshouse.gov.uk/company/10026175/officers > > and maybe an issue with self-dealing? And what about good governance > /compliance? > Public Software CIC was created by Andrew Katz and I specifically to provide a not-for-profit service hosting FLOSS community initiatives. While I am a director of Public Software CIC, it is a Community Interest Company which means no-one (including me) benefits individually from the trading activities it conducts. CICs are overseen by a government regulator, see https://www.gov.uk/government/organisations/office-of-the-regulator-of-community-interest-companies Additionally, I am not compensated by Public Software and act in a voluntary capacity. In any case, we are proposing only that Public Software host the activities of TDC in the initial stage while it is being incorporated, a bank account opened (and hopefully the Brexit transition is crossed). Once those tasks are done, we will move all activities from Public Software CIC to The Document Collective entity in a suitable jusrisdiction. To ensure that the governance of TDC is well formed, the Board intends to direct a group rather than me individually to define and operate its governance. And once I googled the address of Public Software CiC I stumbled over this: > > https://suite.endole.co.uk/explorer/postcode/so17-1xs > > (374 companies listed under this address). > Yes, the address is that of a reputable accounting firm, Fiander Tovell Ltd, who provide Registered Office services to many of the companies for which they handle accounts. In common with many small community entities, Public Software does not have any offices so this arrangement is ideal. Happy to answer further questions on this, Simon -- *Simon Phipps*, * Deputy Board Director, *The Document Foundation *Desk:* +44 238 098 7027 *Mobile/Signal:* +44 774 776 2816 *Official address*: Kurfürstendamm 188, 10707 Berlin, DE Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts Legal details: http://www.documentfoundation.org/imprint
Re: [board-discuss] creation of The Document Collective (TDC)
Hello, Am 11.09.19 um 10:39 schrieb Florian Effenberger: Hello, during today's LibreOffice Conference opening session, the board's resolution to create The Document Collective (TDC) has been announced, which is hereby published to the general public for feedback and discussion. (Please use the public board-discuss@documentfoundation.org list for any discusisons related on this topic.) The resolution taken during the board meeting on Monday, September 9, is as follows: The Board RESOLVES to start creation of The Document Collective (TDC) by taking the following acts: - Broadly, to implement the concepts in the Board's Document "The Document Collective" version 0.4 - Appoint a transitional leadership Group comprising Simon Phipps, Eike Rathke, Michael Meeks, Thorsten Behrens, and/or other volunteers TBD... could there be a Conflict of Interest (CoI)?: https://beta.companieshouse.gov.uk/company/10026175/officers and maybe an issue with self-dealing? And what about good governance /compliance? And once I googled the address of Public Software CiC I stumbled over this: https://suite.endole.co.uk/explorer/postcode/so17-1xs (374 companies listed under this address). Regards, T. -- To unsubscribe e-mail to: board-discuss+unsubscr...@documentfoundation.org Problems? https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: https://wiki.documentfoundation.org/Netiquette List archive: https://listarchives.documentfoundation.org/www/board-discuss/ Privacy Policy: https://www.documentfoundation.org/privacy
