[DECISION] Appoint members of the membership committee and announce final election results

Hi Eyal, speaking for myself, which means that this message does not represent the BoD. I would have raised my strong concerns about Cor candidacy, which I personally find totally irresponsible in relation to the situation created by the conflicted members of the former BoD, but following my comments about other candidates I was asked to abstain from expressing my personal ideas (something I should have not done, but at the moment I wanted to avoid additional frictions). Unfortunately, at the moment it looks like TDF members are divided in two factions and behave accordingly, instead of having their own personal ideas. As the first opinion I expressed was probably against one of the factions, I was criticized by the members of that faction, while my criticism was against the principle and not against the individuals. So, I abstained from expressing my concerns about Cor candidacy, and now I am criticized by the members of Cor’s faction because of my vote. If I had expressed my own personal ideas, something I have always done in my life, in one case even at the cost of losing my job, it would have been a better choice. I would have already received the criticism I am receiving today (which I am forced to ignore, because in some cases the tone is going beyond what is acceptable). In the future, I will not listen to similar requests, and I will express my own personal ideas when I think it will be appropriate. Unfortunately, the MC elections happened during an extremely busy time of the year, with the conference draining a large amount of energies (in some cases, because I have expressed my own different ideas and had to fight to reach an acceptable compromise). In a large and complex community such as ours, there will always be different opinions on many topics, but I think we have now reached a level where opinions are not respected not because they are wrong but because they are different. The decision about Cor’s candidacy - again, in my personal opinion it was a totally irresponsible candidacy - has been extremely difficult, and has drained a large amount of energies. Of course, as in every decision there are pros and cons, and what I can say is that I have thought about them for several days, and then I have opted for what I think was the best for TDF (not the best in general). And as I think it is necessary to put one’s face behind a decision, I have suggested a townhall meeting to have a discussion with TDF members, and especially with those who have voted for Cor.

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Dear Michael, as you know I have criticised the group approach in public, and I have been criticised for doing that, which has prevented me from criticising in public Cor’s irresponsible candidacy (which would have been the next step in the process). I will never do the same mistake in the future, and I will take the responsibility of expressing my own personal ideas - which represent myself, and no one else - when I think it will be appropriate. I can understand your disappointment, as you have had a long business relationship with Cor and of course this has strengthened your mutual relationship, but please avoid associating me with any other member of the BoD as I am completely independent, and although old I can still have my own opinions not influenced by others.

I’m totally shocked by this resolution.

How can it be unclear if I responded to Sophie’s mail (that I received on the 18th only, and replied in a bit more than one hour):

“ I do not work for Collabora or a daughter company. …
Further: I know that in practice (sometimes?) the rule was used that someone’s income should not be for one third or more coming from a company. That is indeed not the case for me, not at all; not directly, nor via a contract between me or my company and Collabora would there be any.”

I also made:

“ apologies for the confusion caused by the fact that I took the situation at September 1st as measure point for my affiliation, as mentioned in my nomination. I expect that my reply to the fair question by Daniel already made the situation clear.“

It looks a massive amount of effort has been put in making up reasons to push me out?

Hi Italo,

Hmm, but the board has set itself the schedule for the election, at a time when the conference was already announced. So that seems like a problem of your own making?

It should at any rate never be used as an excuse to be cavalier about member rights, due process & the very real impression, that the board is putting its fingers on the scale & substantially changing the outcome of an election.

Could you state, which part of the vote, and its rather very long rationale, you disagreed with?

All the best, Thorsten

Can you please not pick that particular fight in this thread? :frowning:

I don’t know that they met in secret, but I was certainly not a fan of that group-candidancy.

As for transparency - it seems the commonly accepted idea of transparency in the TDF is that you don’t see anything of what a body is doing, so - it must be transparent. That goes for the previous BoD, current, BoD, and many of the incoming MC members. Not quite sure about the outgoing MC, but possibly them too.

Can you please be specific? Who is associated with whom and in what way? I don’t even have enough innuendo to make a guess.

Whose familiar techniques? What conspiracy theories? And note that you’re literally postulating a conspiracy theory in this very post of yours.

@directors: this is no joke my friends :frowning: I am not making the claim Michael is, but if you all want to avoid digging our hole vis-a-vis the German authorities deeper, and spending some quality time this coming year with lawyers if not worse (i.e. in courts), I suggest you come up with something better than @elianedomingos 's post. And I don’t mean just the rhetoric.

Michael, you’re encouraging people to resign, or nearly-resign, from the TDF. Even if the decision to prevent Cor fron entering the MC was inappropriate, that call is an attempt to bring down the house on top of all of us and I denounce it. I ask that you remove those sentences (in which case I’ll delete this reply too).

The relations between an ecosystem company and a candidate for office in the TDF stop being a personal matter once the candidacy is submitted. That being said - even if Collabora had owed Cor money, that is no grounds for disqualification of MC candidacy. And it is also quite typical for a former employee or contractor to be owed some payments for a while after they stop working for a company.

@sophi , @mmeeks : I believe it is the duty of both of you individually to post the contents of Sophie’s email to Michael with the questions. @sophi , that email should have been made public immediately upon being sent. Not only because of the obligations of the BoD as such but because of the special obligations of transparency when managing an election.

Please do, and I know that even though this sounds trivial, it is actually quite a difficult thing to do. I can only encourage you in that resolution…

So, let’s get into that aspect of the discussion. I have an impression that Cor’s candidacy had an aspect of “saltiness” about how the previous majority faction in the BoD seems to no longer be in control, with Thorsten as the “good cop” and Cor as the “bad cop” who argues with the opposition. So, a potential MC member with somewhat of an “axe to grind”… well - that has cons but also pros. And - the trustees have had, at least in principle, a chance to decide to what extent they want someone with this position and this disposition (well, presumed disposition, I may be totally wrong or exaggerating) on the MC. They decided and made it past the threshold.

Whatever concerns you personally may have had before the elections - if I read your post correctly, they were not a claim that Cor is disqualified. If that is the case, then - those concerns don’t matter all that much; they’re like any concern about a candidate we disapprove of getting elected. And they’re not what we’re dealing with right now. Am I wrong?

Perhaps. But it is not an excuse for disqualification. It is better for us to “live with” an irresponsible official (and one-of-five, at that) than manipulate our structure and procedures, which are not in perfect shape already, to avoid him making it into office.

No, it doesn’t work like that. Your mandate in managing the elections is not to decide the outcome yourselves by weighing pros and cons or what composition of the MC is “best for the TDF” - with or without quotes! Your mandate is to manage these elections fairly and correctly. It’s bad enough that an ultra-powerful institution like the BoD manages any elections; you (= the BoD) putting your thumb on the scale is making things much worse than almost any MC election outcome.

That’s a good idea, but not after such a decision - before it. For now, you (= the BoD) must either retract your decision or change it to include Cor in the MC. Or establish that he was indeed disqualified and convince us that you (again, the BoD, not you personally) did not know this in advance.

Asked by whom?

Well, these factions, even though their delineation is always clear to me, have certainly not disappeared just because we’ve had BoD elections… and factionalism is an extra reason for being extra careful with squeeky-cleanliness of elections management.

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so… one more question on the process: how was the calculation done? Was Cor simply removed on the results after the STS results? Were the results recalculated after Cor was removed? Was it simply the same result? At The Document Foundation - Votes I still see Cor!

I miss some lack of transparency about the recalculation…!

Hi Eyal

Believe me - he didn’t encourage me to resign from TDF. This was done by the behavior of others (referred here as “…some of the most aggressive, and least compromising people”) during the last year. And if ever needed a proof of my personal impressions on a more or less wrecked TDF, where likes and moralizing win over thoughtfulness and professionality - this decision and the following discussion delivers that perfectly.
Sorry, but - other than Italo, who has my full admiration in still trying to improve things - I’m feeling too old for such a waste of lifetime.

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I disagree with this decision. If Cor Nouws was not eligible, then this
decision should have been made before the start of the election. I
consider it undemocratic to remove a candidate after the election.

Kind regards,
Regina

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Hi Eyal,

Thanks for your feedback and analysis. On this point somehow I think you mis-understood my statement; in case other people read it that way to - let me paste it again with more context, more some bold sections, and some clarification; thanks:

The obvious implication is - that I want TDF fixed; and I do not want the decent folk to leave or resign - since that will make it really hard. I’m encouraging decent people - who are willing to listen to all sides of an issue, collaborate & be reasonable - to stay and try to fix something good: TDF, that was envisioned and setup as a beautiful, collaborative, encouraging, world-changing project. I still have hope that we can get there - and the way to do that is not with a survivor set of incredibly tough, inflexible & aggressive people. At least that is what I’m trying to say: it is good to speak up and be heard of course - but we need open and sensible Trustees more than ever these days.

Regards,

Michael.

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Based on messages that I have received during the last 24 hours, because the discussion was not limited to this thread, I am seriously considering stopping my attempts to improve the situation at TDF.

I was incredibly surprised to see Cor candidacy, because there have been activities of the former BoD which are still to be evaluated by the authorities, who have received the audit but have not yet acted on it, and any responsible individual with a decent understanding of the situation would have abstained from presenting his candidacy to a foundation body which could be involved in the process by the authorities while in office (which, in turn, could create additional issues).

In addition, I have found surprising the coincidence between the end of Cor’s affiliation and the election’s timing. I have a decent management experience lasting around 20 years, and I have never seen such a coincidence happening without someone creating the coincidence on purpose. Of course, this time it could be a real coincidence, but I continue to find it surprising, and not convincing. This, independently of the three-month cooling-off period.

Add to this the fact that Cor did not manage the issue related to his affiliation in the proper way, with confusing communications.

Because of the above, I was the member of the BoD who asked for clarification about the affiliation, which Cor refused to provide. Although I understand that the information about the affiliation may be seen as confidential, it was something of fundamental importance for my choice. I have appreciated Collabora transparency on the matter, but Cor’s refusal has been a key factor in my decision.

I consider the points about the conflict of interest and the past activities as non fully relevant for my decision, as the past conflict of interest is a fact and also the past activities while a member of the BoD are a fact. Both the conflict of interest and the past activities were the same as other members of the BoD, and in my opinion would not be sufficient for the decision.

To sum thing up, as I have stated quite clearly, I consider Cor’s candidacy as irresponsible in relation to the current situation of the foundation, and this is the main reason of my decision, supported by Cor’s lack of transparency about his affiliation.

Your vote in favor of this decision - at least in the context and timing it was taken - is not furthering those efforts; quite the opposite. Seeing how nobody has presented an argument justifying this decision, I ask that you consider reversing your support for it, even despite your negative opinion of Cor’s candidacy and tenure on the MC.

I ask the same thing of each of @PaoloVecchi , @Osvaldo_Gervasi , @sophi and @elianedomingos , individually.

I respect your position, but you should respect mine. I have presented my reasons for the decision, and they should be respected. At the moment, it looks like they are not respected by many.

You’ve presented reasons why it’s a bad idea for Cor to be on the MC; and reason to suspect the timing of the dis-affiliation of Cor from Collabora. But those are grounds for calling on trustees to not-vote for him; they aren’t grounds, or at least not valid grounds, to support his retroactive disqualification. You said you had wanted to voice your objections to his candiday publicly sooner; but neither you nor the board had done so. Now, even if there had been grounds for disqualification beforehand (which I do not believe is the case), some estoppel must apply.

Also remember, that Cor could have remained formally affiliated with Collabora and changed his name to Cor-llabora - and that in itself would still not disqualify him from being on the MC. It would just mean he had a stronger conflict-of-interests where it comes to affairs related to Collabora.

Indeed. You should know that I made the following proposal on 2024-09-25 19:27 (before most directors had voted), but unfortunately the directors Sophie nominated (who now vote as a majority since Bjoern and Eike resigned) did not respond in any way to build a consensus proposal.

Dear colleagues,

tl;dr: I propose that the vote in progress be abandoned and we urgently have a new vote as described below that is capable of being a consensus decision.

Discussion

We have reached the point of voting without a true discussion of options between directors. We have received two sets of legal advice, one which left me with a sense of extreme caution about doing anything other than confirming the vote and the other which seemed so complicated and confusing in its discussion that it seemed to be seeking reasons to justify a predetermined outcome. I thus find the legal advice unsatisfying and believe the Directors need to take a decision of their own that accommodates the diverse views we hold.

TDF’s statutes do a poor job at detailing processes for handling difficulties. We found last year that the MC has no mechanisms for appeals or for usable oversight of its decisions. Now we find there is almost no mechanism to deal with a contested election confirmation.

According to the Statutes, a member of the MC may be expelled by a vote of the Trustees. The rule says

A member of the Membership Committee may be dismissed by the Board of Trustees by vote at any time for any important reason following a hearing before the Board of Directors and the member. The decision requires the majority of all Board of Trustees members, and not only of the voting members. The member concerned shall be excluded from the vote.

It is not the Board’s place to do this alone; rather it is a matter for the Trustees who elected the MC members. I recommend that the Board confirm the MC members as voted, inform the MC of the concerns expressed during this discussion and ask them if they agree with those concerns. If they do we would then have a full Trustee vote on the matter.

I remind you that I am unaligned in this matter, not acting out of friendship or “party loyalty” and considering only the best for TDF and its community. I believe to deny a Trustee election of MC members is a very very serious matter and I am not convinced the concerns expressed rise to the level justifying a unilateral action of the Board to deny their outcome.

Proposal

Thus the proposed alternate vote (a compromise that accommodates all our views to some extent):

  1. Confirm the MC election as determined by the Trustee voting
  2. Document the concerns of directors for the attention of the new MC and request they consider whether the matter requires a Trustee vote.

I also recommend (not as part of this proposed vote) we urgently review the Statutes to clarify the accountability of the Board, MC and Trustees to each other and the mechanisms for appeals of decisions.

S.

Simon Phipps, Deputy Chair of the Board of Directors
The Document Foundation, Winterfeldtstraße 52, 10781 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: Imprint | LibreOffice - Free and private office suite - Based on OpenOffice - Compatible with Microsoft

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This is rather reminiscent of faction-partisan patterns from the last BoD, but this time with Cor on the receiving end. While I can’t deny a bit of schadenfreude in him getting a taste of the medicine he gleefully fed others - it was unfortunate then and is unfortunate now.

(Have some comments on other parts of that message but resisting the temptation to expand the scope of this thread.)

:wink: appreciate the humor and agree with your dislike.
But pls allow me to point out that before I/we put something to vote, usually there were discussions of weeks or more (going round in loops often, larded with person attacks and framing). There’s one case where it took already multiple months before there was agreement on a compromise and then with acting on that people changed their minds and it took another 2 or 3 months before we found a solution…
So I don’t see myself particularly as a reason for the change towards less compromising in the governance of our community.

Hi Italo,

Interesting that you were surprised to see my candidacy related to the, despite the all-clean setup new board, - apparently - still ongoing audit.
Audits must be run very well, and the board needs to cooperate closely with staff to make sure that all needed information is provided and the MC (representing the trustees) needs to look at that the board is doing that fair (and for sure staff could help spotting places where that maybe is not the case, if there were any). The board should not be left in the dark and the MC’s involvement should be more than a formal one where e.g. simple questions about progress of the audit could not be answered. (Notice any difference?)
An audit is serious, but there is no need to make it bigger than it is.
In case some topic comes at table in which there would be a CoI on my side, our procedures give the simple and clear way to handle.
Mind that in my candidacy I stated that my focus would be on core MC tasks, caring for the members.

Please allow me to state that I wonder why the resolution from the board used the words “legal matters also involve the past actions of the candidate” and not a common expression as e.g “cover the period that the candidate was director”??
The boards wording perfectly fits the badmouthing and character assassination that’s going on against me since more than two years, and in painting it all as drama and ‘caused by bad actions of…’
Possibly you are a victim of that too, which I could not blame you for, but…
Short: it’s hard to believe that my candidacy could create additional issues. One additional request however: if something causes you to be incredibly surprised, please don’t wait weeks, in which crucial procedural moments pass, to contact me.

What you are writing can be read as if you are suggesting that I’m not speaking the truth, that I’m willfully misleading my fellow members. I hope that is not the case.
But this situation is a new experience for you: it is coincidence and I can simply declare that under oath. To explain: it was already for some time that Michael and me both didn’t feel that our cooperation really made us happier people, so I decided to quit. As simple and human as it is, it is no one’s else business either.
Indeed, coincidentally it made it possible for me to stand for the MC. Being a member of the MC is a role that I know very well (9 or 10 years? in the past) and would love to fulfill (apparently carrying support from a large part of the community.)

I hope you do not support changing the rules during or after the game?

I’m sorry for what was confusing, but I tried my best and expect that my reply to Sophie is just clear.

It is noticeable that also the boards resolution says that I “rejected to answer the questions”. That is an incomplete and incorrect reference to what I wrote and denying the fact that I gave information.
The fact that I didn’t reply to the specific questions one by one, is for good reasons and doesn’t mean that I didn’t give the necessary information? I think I did, and even expressed in public that I’m open to look at questions left etc.

If you write that ‘I refused to provide clarification about the affiliation’ I’m wondering if you have missed one my mails Italo, or that the ongoing badmouthing about me, makes that people don’t believe my word… which is, looking at the basic rules in our community, quite problematic.

Greetings,
Cor

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As I’m cited as “incredibly tough, inflexible & aggressive people.” I will reply that in the world I live in, you can’t be judge and party.
Meaning that:

  • with the work the audit has to achieve covering 2023,
  • the fact that TDF didn’t pass the one covering 2022 with the conclusion that TDF is in danger
  • the mess the foundation is in, unable to tender or pay previous work and that being only part of the legal issues
    I don’t see how Cor could be in the committee that supervise board activities and manage the communication with the auditor.

And I would have the same opinion and action for any other director who was in the previous board.

I’ve an ethic, and when a person is not able to manage correctly an issue about his affiliation, when this person was part of a board that left the foundation with several severe issues impacting its future, when again this person has a big conflict of interest if elected, then I can’t just let it go.

And I’m not happy at all to have to take this kind of decision, but the role of the board is to prevent further damages to the foundation.

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