Please note, that per board decision from 2023-03-08, board calls will be audio- recorded privately, for easier minuting:
AGENDA:
Public Section
Discuss: Answering questions from the community (tdf-board, 5 mins)
Rationale: Provide an opportunity for the community to ask questions to the board and about TDF
Discuss: Conflicted directors to confirm their CoIs (Paolo Vecchi, 5 mins)
It is a fact, that Paolo’s company Omnis Cloud sells services around and on top of common open source projects, and that the target audience, among others, is Office365 users [1].
In the past, Paolo had made explicit statements on his website, mentioning both LibreOffice, as well as Collabora Online. Those were removed, when the investigations into the CoI started. Both from ongoing discussions, as well as conduct within the board, it is clear though that Paolo is still very interested in Online.
The conflict of interest should therefore be obvious.
Regarding the ecosystem
Paolo has been attacking (and continues to do so) ecosystem-affiliated people in private and in public, and is known to have attempted to negotiate very favourable terms for his companies, from a number of
ecosystem members.
The conflict of interest should therefore be obvious.
Regarding staff
Due to the fact that this touches HR details, no full transparency is possible here. It is obvious to the board though, that Paolo is trying to subvert the authority vested into the board, to direct and oversee TDF staff - for his personal benefit. He has actively and deliberately worked to derail any attempts to resolve and mediate, and has repeatedly attempted to be the sole arbiter of staff direction - while pushing back against wording, that would give staff the freedom to vote their consciousness in ESC tendering decisions [2].
Combined with the Online and Ecosystem CoI, the conflict of interest should therefore be obvious.
One might think that Thorsten is a bit distracted and forgot that these accusations are simply false but as he’s fully aware he’s making misleading statements then one could come to the conclusion that he’s acting in bad faith. This is quite a serious matter for a chairman and it’s not the first instance of such a behaviour.
This, among many other actions and decisions taken by a board led by a chairman which failed to act with due objectivity and impartiality in many situation, will need to be evaluated by the new board to correct the many issues left by the current board.
While Thorsten, Cor and Gabor have CoIs confirmed by professional advice, the motion to make up CoIs for myself to remove me from specific governance areas have been concocted by Thorsten and Cor counting on a majority of the board that voted without even validating if the accusation had any merit at all.
Most of the information is in TDF-Internal mailing list and some is also available on this forum so I’ll reply briefly once again.
In an old site for a non existent company that received the last meaningful update in 2018 “Integration with Collabora’s LibreOffice” was mention among other integrations with Nextcloud:
There is no mention of LibreOffice On-Line or the fork made by an ecosystem company on my actual company’s website which I’ve been running since the end of 2018. As Thorsten seemed to be bothered that the old site was still running I put it off-line since 2022.
Let’s keep in mind that LOOL ceased existing since 2021, Thorsten started the motion to accuse me of CoI in 2022 as a retaliatory action when, as per professional advice, we had to evaluate the CoI position of 3 directors (Thorsten, Cor and Gabor) and then Cor decided to publish it during the elections period in 2023.
Thorsten and Cor also created a precedent which ignores that the CoI Policy would be applicable only on matters from the date it has been adopted. I’ve declared an interest in setting up free of charge/at cost services in cooperation with TDF and others to support schools and non-profit organisation during the pandemic in August 2020. They used that declaration of interest to justify the investigation 2 years later. I’ve asked the board to perform the same investigation using the same violation of the policy on all the board members but they ignored the request.
Nope. I’ve been criticising the actions of members of TDF’s board of directors as those actions were creating issues that have been well described in professional statements and then summarised in other documents available to the members.
If that is seen by those directors as an attack toward their affiliation then there is a good chance that what they were doing was influenced by their affiliation as then confirmed by professional statements.
Thorsten knows perfectly that the statement is misleading as he was working for one of the 2 companies. I received a quote from his company in 2019, which did not lead to any contract, while I refused to sign a contract with the other one in 2017 for reasons documented in tdf-internal.
No contracts or business partnerships have ever been concluded between my company and the 2 companies of the ecosystem before or after being elected in TDF’s board and no further interest in their services ever materialised since then.
Having refused to enter in to partnership with those 2 companies doesn’t seem to create a CoI.
I would agree on the above as there have been several several situation which have been dealt with but unfortunately show a lack of competence on the matter by Thorsten.
The above is a statement that has once again no connection with a well documented reality which will need to be reviewed by the new board. That, like many other similar statements, should prompt the new board to setup rules to take actions against directors that make false statements, knowing that the director is doing so deliberately, as it goes completely against the ethical level that a member of the board should keep.
There was clearly no attempt to resolve and mediate anything nobody had any idea of what the mediation was all about and others decided not to sign a document that would have led to keep inconvenient information for Thorsten and Cor secret. I warned about the issues and the unneeded expenditure but Thorsten and Cor carried on regardless.
That was a limitation imposed on TDF which has also been rejected by the lawyer which wrote the original text.
It’s a relief that this term is coming to an end as it has been a real pain to have to deal constant retaliations because I did not accept to be silent when actions that were detrimental for TDF were taken.
The new board will have the tough task of reviewing many of the actions taken by this board, fix quite a few issues and set rules to avoid having dysfunctional boards like this one.
We also focus on Open Source alternatives to commonly used platforms like Office365, …
, I indeed perceive interest for Omnis, and thus for @PaoloVecchi, in LOOL being promoted, as LOOL is an alternative to Office365 which Omnis could offer hosting of, integration with, and services related to. @PaoloVecchi , don’t take this the wrong way; even if that’s not your plan - it is quite conceivable given the company description of its focus.
I don’t know what is the threshold of interest which constitutes a CoI; so, I am convinced that Paolo may be CoI’ed w.r.t. LOOL, but I might change my mind were I to see what the law defined exactly. As I’m not on the BoD right now, I would be satisfied to accept such a determination by the board;
…
but if this was the justification for a finding of a CoI, then obviously Cor should have been CoI’ed; and the same would go for yourself, via Allotropia and the partnership. You should also have refrained from participating in the discussion of the matter. And seeing how you seem to have led this initiative, even if you only abstained in the vote, I still see the finding of CoI as marred with procedural impropriety and discriminatory.
Moreover - the supporters were only two board members, one of which could not be bothered to ever communicate with the trustees because he’s “fighting for his life”; and the decision was made late in 2023, on the background of strife within the board. Highly problematic.
Regarding staffing
no full transparency is possible here.
No transparency => no decision abrogating BoD member privileges. You can’t hold the stick from both ends, so to speak. Plus, the outgoing board has been massively delinquent in disclosures to the trustees, so I do not trust the claim that it is necessary to keep this information confidential.
It is obvious to the board though
I don’t remember having heard any board member who supported this decision say anything like that. Let Laszlo or Ayhan make such a statement.
Paolo is trying to subvert the authority vested into the board, to direct and oversee TDF staff - for his personal benefit. He has actively …
Even if that were all true, it would be failing of @PaoloVecchi as a BoD member, not a CoI. So, assuming what you’ve written is the cause the board has found for this decision, I find the decision to have been baseless, and an abuse of BoD authority.
Excluding from discussing for reasons of being in CoI should be an exception; it is needed when the input in the discussion is clearly about (in our case) non-TDF interests. Excluding other than in those cases, comes with the price of it that potentially valuable input is kept out of the discussion.
it’s not allowed that a member of a body with a CoI on a topic participate in a discussion / decision on this topic. If she/he is not able to refrain from participating the decision is void and she/he has to be excluded / expulsed from the body in the end, because she/he showed that she/he is not able to separate between the TDF’s matter and her/his own matter.
We’re not talking about the discussion overall; certainly, the positions of all parties should be heard on such matters - including all BoD members and perhaps other trustees, AB members etc. I hope it was heard, since I’ve not seen these statements of position.
The point is that the final discussion, in which the decision is taken, should be held by the non-conflicated board members, only. When a small number of members make the decision, in the presence of the most dominant board member - the chairperson - who himself has a CoI’ed (more strongly than the member under discussion (not as strong as yours, @cornouws , but stronger than @PaoloVecchi 's) that’s a problem.
There was no need to formally find for a CoI for me, since I’ve frequently declared it (and abstained).
You should not necessarily assume so (just because Paolo claims that to be the case). Paolo is always quick to condemn others, but as we see here, extremely unwilling to admit to own conflicts. He has participated in votes and discussions (and even led the charge, that ultimately ended in Collabora’s departure) even before this board term. That was during a period where his websites indeed still mentioned LibreOffice Online.
Finally (without quote) - I find your comment referring to another director’s personal situation inappropriate, and ad-hominem. You might want to edit your post there. That there was only two directors left to vote, on a case where there was perceived CoI left and right, is not their fault.
There was no need to formally find for a CoI for me, since I’ve frequently declared it (and abstained).
I don’t see why, when there’s a formal framework for determining CoI, some members would be exempt from it because of their voluntary actions. Regardless - you did not refrain from participating in sessions in which relevant matters were being decided, like Paolo’s CoI. So, it seems like there had been a need to declare this CoI.
You should not necessarily assume so
You’re the outgoing chairperson, the person talking about the matter, and the ranking BoD member in the session taking the decision; and you also did not mention anybody else involved who took this initiative. So, it’s not an assumption as far as the public record is concerned. I would be hard-pressed to believe Laszlo or Ayhan initiated this - but they are of course free to surprise me.
I find your comment referring to another director’s personal situation inappropriate, and ad-hominem
It is not his personal situation, it is his public situation. Ayhan is a public servant who - as far as I can tell - was negligent in discharging his duties, and did not even bother to inform the trustees of what’s going on, nor to resign from the BoD.
Of course it’s an ad-hominen comment: It’s criticizing the conduct of a hominem, namely Ayhan.
It could be conceivable and I would have no issues in stating it if it were the case as I did the 4th of August 2020 starting an email in the director list with:
“Disclaimer: I’m interested on the development of the issue as I’m setting up a hosting environment where I intend to offer LibreOffice On-Line to individuals, schools and non for profit on a free or cost sharing basis.”
Together with others and, potentially, TDF itself we were trying to setup services to help mitigating the issues of the lock down but as then the discussion went nowhere I gave up and did offer free/cost sharing based services to schools and non for profit organisations without TDF and LibreOffice OnLine.
If I really wanted to use LibreOffice OnLine and sell it as a service under my brand then I could have done it since then as well as rebranding the current fork of LibreOffice OnLine but I never did it. As a member of the board of trustees and director I’m very sad that LibreOffice OnLine has been forked but as owner of my company it hasn’t affected my business at all. If TDF will manage to develop a new LibreOffice OnLine it would be great and I would surely promote it as a member of the board of trustees/directors but it still won’t affect positively or negatively my business.
That’s obvious to anyone, even to Thorsten and Cor as every so often they declare their CoI on certain items, but in the meantime they influenced the majority of the board which is generally/mostly unprepared on the matters being discussed or voted.
As stated also for the CoC case (which was highly problematic, was even supported by false statements from the co-complainant and the evidence was manufactured to support the desired outcome) I would have no issues at all in having the CoI determination to be evaluated in an objective and impartial way, even in public as I requested but my request was denied.
Once again there were no comments from other directors on the matter apart from Emiliano’s which you will find as exhibit C:
The information I have available seem to show that only Thorsten and Cor dealt with the case and only Emiliano tried to get them to interact with it in an objective and impartial way but he was ignored once again.
If disclosure happened timely and with accurate descriptions then it would have been even easier for members of the board of trustees to understand that quite a few things weren’t aligned with the ethical standards that are expected to be held by members of the board of directors. Then by using “HR” or “legal matters” even when not disclosing sensitive or privileged information gave Thorsten and Cor a “plausible” excuse to delete many posts and to put board discuss in moderation to limit transparency related to their own actions.
I’m very interested in knowing more about the accusations moved towards me even in public.
Maybe even members of staff could tell us if they perceived that I tried to direct or oversee TDF staff for my personal benefit. The records that current and former directors have indicate a very different story where Thorsten, Cor and former directors would need to answer for actions that are not public.
In a little more than a month a new board will have to review what happened during this term and fix quite a few things in a transparent way so I expect that we’ll finally clarify various situations and will implement rules and checks to avoid a repeat of what happened during this term.
I’m sorry, this is not only my opinion, but a common understanding, backed by references.
But if you prefer to rephrase it in a different way with the same result:
it is inappropriate that a member of a body with a CoI on a topic participate in a discussion / decision on this topic. If she/he is not able to refrain from participating the decision is void and she/he has to be excluded / expulsed from the body in the end, because she/he showed that she/he is not able to separate between the TDF’s matter and her/his own matter.
Such a behavior is also unethical and in the current case in bad faith too. And an unethical behavior is incompatible with the mindset of an organization which is based on ethical values, like a charity (TDF is a charity).
your opinion is also backed by several professional statements that the board has received over time.
Unfortunately those statements have been ignored, they created many frictions and issues that this board has been incapable of tackling in a suitable manner during this term.
Let’s say that there are ongoing formal enquiries related to those directors and their behaviours that the new board will need to assist with.
if you could be a bit more patient in about a month I won’t need to endure this board and I’m confident I won’t need to write sentences like those as situations like those described in that sentence as they won’t be allowed to happen anymore.
Interpreting this as a ‘this is sub optimal situation’ I can fully agree with you, although it is impossible to look at that isolated from the other aspects that makes the situation sub optimal.
On the personal level, IMO our Statues ("… to treat other … open-mindedness, friendliness, understanding and goodwill. ") and our Code of Conduct (e.g. “showing empathy towards other community members”) tell that your statement is not as it should be since, as you write, you have ~no clue. Do you understand what I mean?
Thanks,
Cor
Such a statement, from someone who is selling alternatives to Microsoft 365 to date, is really puzzling to me.
The rest of that comment… Look at these examples of unacceptable behavior: “saying insulting/derogatory comments and making personal attacks”, “repeatedly instigating conflict and baiting people into arguments”…
Cheers,
Cor
