Agenda for an **extraordinary** TDF board meeting on Monday, July 31st, 1800 Berlin time (UTC+2)

Board Discuss
#1

Dear Community,

find below the agenda for our

TDF board meeting with a public section, and followed by a private section on Monday, July 31 at 1800 Berlin time at https://jitsi.documentfoundation.org/TDFBoard

For time zone conversion, see e.g. The World Clock - Time Zone Converter - Germany – Berlin – Berlin vs Romania – Bucharest,Turkey – Istanbul

Please note, that per board decision from 2023-03-08, board calls will be audio-recorded privately, for easier minuting: [VOTE] Start audio-recording TDF board calls again, for better minuting - #8 by thb - Board Discuss - The Document Foundation Community

AGENDA:

Board-Private Section

  1. Vote, Discuss: Finalize TDF 2023 Budget (tdf-board, 55 mins)

  2. Discuss: Last minute item(s) (tdf-board, 5 mins)
    Rationale: if there is time left, and anything is popping up after sending the agenda

Total scheduled meeting time: 60 mins

– Thorsten

#2

Hi Thorsten, hi all,

because I had to leave the board call unexpectedly, I’d like to ask if there is a budget yet.

And if so, who voted on it?

Was the legal advice followed or not?

Regards,
Andreas

#3

Hi Thorsten, hi all,

because my questions about the outcome of the extraordinary board meeting and the budget has not been answered for nearly a week, I commemorate them here again:

  1. Is there a budget yet?
  2. And if so, who voted on it?
  3. Was the legal advice followed or not?

I think this questions shouldn’t be to difficult to answer?

Regards,
Andreas

#4

Yes there is a budget.
Minutes will be shared later, Andreas.
HTH,
Cor

#5

Hi @andreasma,

from my personal PoV:

  1. Good question which in my opinion is linked to 3.

  2. I sent an email in the morning asking for an email vote as, due to circumstances out of my control, I found that I couldn’t start my trip back home early enough to participate to the meeting.
    The chairman refused to allow me to fulfil my duty as he didn’t allow it for another director that got disconnected and could not re-join the meeting for the voting.

  3. I guess everyone is aware that TDF stopped tendering since May 2022 for reasons. Those reasons, simplifying a lot here, required changes in the processes to ensure a level playing field for all. The changes required have been proposed following the work that have seen 3 legal firms agreeing on findings and ways forward.

The way forward to have a valid budget included these votes:

Complemented also by a clarification from our lawyer as a board member enquired on how to confirm his CoI while voting as ESC members:

As you will notice the majority of the board did not vote at all making those votes fail. Some members of the board, once the voting window expired, just stated that there were issues with the vote or that they are HR matters so should have been dealt with privately.

Odd that the same directors that praised the lawyer for writing the budgeting procedure which they unilaterally changed, getting those changes rejected by the same lawyer, then find issues when once again the lawyer repeats in even clearer terms what is the path that should be followed.

So what’s your opinion? Is the budget valid or not?

Note: some will again complain that I share sensitive or privileged information as an excuse to censor me again. The recommendation of having those votes public actually came from the lawyers, their content have been checked and no issues have been reported.

If some directors think that they know better than 3 law firms then they should also explain why they didn’t share their hidden knowledge years ago to avoid going through expensive and time consuming professional consultations during which they challenged and keep challenging every comma that doesn’t fit with their PoV.

Ciao

Paolo

#6

And of course directors that didn’t get their way, can start their usual game in public.

#7

Hi Cor, hi all,

you didn’t answer all my questions. It shouldn’t be so difficult to answer also questions 2 and 3. Here they are again:
2. And if so, who voted on it? (who voted on the budget)
3. Was the legal advice followed or not?

Regards,
Andreas

#8

Andreas, is it possible to find some time to respect my reply please?
You know the board always looks at advice carefully and seriously, but despite tireless Paolo’s efforts, I don’t think it’s possible nor wise to (try to) discuss legal advice in public. Hinting at/refer to parts of it, is simply irresponsible.
Cheers,
Cor

1 Like
#9

Hi Cor, hi all,

please explain me, why the answer to question 2 is a legal topic.
Here the question again:
2. And if so, who voted on it? (who voted on the budget)

And also why is the answer to the third question is a legal topic?
3. Was the legal advice followed or not?

I don’t expect an epical explanation, only a clear and short answer. That shouldn’t be that difficult, is it?

Regards,
Andreas

#10

Hi all,

amazing to see how it is inferred here that the foundations decisions should be made by random unelected lawyers without checks and balances, while the elected board should not do anything except being personally liable for what the unelected lawyers might have dreamed up.

Best Regards,

Bjoern

#11

Hi Cor, hi all,

why you or Thorsten were not able to answer my questions during the BoD call today?
The questions shouldn’t be to difficult and it’s of public interest:
2. Who voted on the budget?
3. Was the legal advise followed or not?

Regards,
Andreas

#12

I too, am somewhat surprised by the lack of response to Andreas’ questions.

Are the ballots secret? If so, why?

If they are not secret, why aren’t the names and votes made available in the name of transparency?

Can a member of the Board explain how a budget vote is a legally privileged issue (or did I misunderstand Cor’s responses) ?

The legal advice, to which the public appears not to have access, seems to be of significant importance - should it not then be released in a form suitable for public consumption, so that people can make up their own minds as to its relevance? ?

What is the public to make of all this? Honestly, it doesn’t inspire the greatest of confidence in the goings-on of the Board, and the Foundation more widely.

#13

Hi all,

instead of the statement from Cor there seemed not even be a valid vote on the budget. Otherwise Cor or another member of the board would be able to chair the ballots.

The board seemed not to be willing to be really transparent here.

This a very questionable behavior in the light of the TDF statutes.

Regards,
Andreas

#14

cornouws
Hi Cor, hi all,

16d

Yes there is a budget.
Minutes will be shared later, Andreas.

you proposed to share the minutes from this meeting.

When could the members / community expect the minutes from this meeting, which took place three weeks ago?

We want to know what the board has voted on, who participated in the call and who voted in favor or not of the budget proposal(s).

I think three weeks should be enough to give at least answers to the above questions and publish the minutes of the call.

Regards,
Andreas

#15

Any answers to my questions from 26 days ago?

The Law, and personal opinions
#16

Hi @iplaw67 ,

here’s the motion:

Approval for the last budget draft that Florian sent for Monday last week

And here’s the vote:

Present during the vote: Cor, Thorsten, Laszlo, Gabriel (representing Ayhan)

The Board of Directors at the time of voting consists of 7 seat holders
(not including deputies). In order to be quorate, the vote needs to have
1/2 or more of the Board of Directors members, which gives 4.

A total of 4 Board of Directors members have participated in the vote.

The vote is quorate.

In favor: Laszlo, Gabriel (representing Ayhan)
Abstain: Thorsten, Gabor, Cor
Against: Nobody

Decision: The proposal has been accepted.

#17

Thanks Thorsten,

Please excuse my lack of intimate understanding of the Board’s workings, but:

(a) why are 5 people’s names given when only 4 people are stated as having participated? Was one of the participants not a Board Member? If so, why do they feature in the count?

(b) am I the only one who thinks that validating such a large budget proposal on the back of only 2 approvals is more than a little curious, and would be considered irregular, in most normally functioning organisations of equivalent size/budget (or any organization with a board of 7 members, for that matter). What are the legalities of such decision making?

(c) was the legal advice mentioned in that discussion thread followed, or not? I don’t see any further reference or decision taking (vote) in that regard in the budget thread. I also don’t see any resubmission for vote based on a decision to follow, or not follow, the legal advice. Surely, the vote would have had to be re-run, in the light of the advice, whether followed or not?

I admit to being even less reassured about how the funds are being administered than I ever dreamed possible.

#18

Hi @iplaw67,

as nobody else replied I’ll give you some hints:

(a) 4 directors participated to the vote while 1 has been represented by the deputy.
2 directors have not been allowed to vote. 1 requested an email vote which has been denied by the chairman, 1 got disconnected while in the call and could not reconnect

(b) I share your line of thoughts. Moreover the board was fully aware that if the 2 directors would have been allowed to vote then the vote would have not passed because of (c)

(c) The legal advice has not been followed.

Ciao
Paolo

#19

I find it shocking that no one from the Board has deigned to answer what are perfectly legitimate questions.

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