Agenda for TDF board meeting on Monday, November 14th, 1800 Berlin time (UTC+1)

Board Discuss
#1

Dear Community,

find below the agenda for our

TDF board meeting with a public part, and followed by a private part
on Monday, November 14 at 1800 Berlin time at
https://jitsi.documentfoundation.org/TDFBoard

For time zone conversion, see e.g.
https://www.timeanddate.com/worldclock/converted.html?p1=37&p2=49&p3=107&iso=20221114T18

## AGENDA:

### Public Part

1. 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

2. Status Report, Discuss: Merged developer proposal (tdf-board, kendy,
Paolo Vecchi, 5 mins)
      * update on merged proposal
      * further discussions, if needed
      * otherwise, re-evaluate our approach.

3. Status Report: Strategy planning (Cor Nouws, 5 mins)
      * status update and next steps
      * based on the Milano strategy workshop
      * materials: https://nextcloud.documentfoundation.org/f/1129829

4. Vote, Discuss: Move board-discuss to Discourse (Florian Effenberger,
Thorsten Behrens, 5 mins)
      * discuss remaining question
      * decide on moving ahead or not
      * materials:
        * test instance
https://communitytest.documentfoundation.org/c/board-discuss/194
        * import options and shortcomings, see
https://redmine.documentfoundation.org/issues/3567#note-15 to #note-19.

5. Status Report, Discuss: Atticization of Online (tdf-board, 10 mins)
      * ESC provided evaluation
      * discussed briefly on the dev list:

https://lists.freedesktop.org/archives/libreoffice/2022-October/089485.html
      * conclusion seems to be: not enough activity to keep out of the
        attic for the moment
      * continue discussion from last board call

6. Status Report: Status of CoI investigation against Paolo (tdf-board, 5 mins)
      * update on progress & next steps

### Private Part

7. Vote, Status Report: HR item #1 (Florian Effenberger, 5 mins)
      Reason for privacy: HR, tax and legal topics.

8. Status Report: HR item #2 (Florian Effenberger, Stephan Ficht, 5 mins)
      Reason for privacy: HR, tax and legal topics.

9. Discuss: Legal working group setup (tdf-board, 30 mins)
      Reason for privacy: HR, tax and legal topics.

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

#2

Hi directors, hi all,

(...)

## AGENDA:

### Public Part
(...)

2. Status Report, Discuss: Merged developer proposal (tdf-board, kendy,
Paolo Vecchi, 5 mins)
     * update on merged proposal
     * further discussions, if needed
     * otherwise, re-evaluate our approach.

if I remember correctly this work item has been started at the beginning
of February this year, more than nine month ago.

I'd like to ask if there were progress to reach a final version and vote
on this item during the meeting.

But if there is not yet (after nine month of work) a final proposal that
could be voted on, what is missing to get to this state.

If there is no final proposal yet I think it is of interest for the
whole community how to proceed with this item. I'd like to read a
detailed plan on this then.

Regards,
Andreas

#3

Hi Andreas, all,

Andreas Mantke wrote:

I'd like to ask if there were progress to reach a final version and vote
on this item during the meeting.

The minutes for the Monday meeting have just been posted, there was no
vote.

But if there is not yet (after nine month of work) a final proposal that
could be voted on, what is missing to get to this state.

What is still missing, is a proposal that gets a majority behind
it. With Kendy's resignation, that work just got dealt a massive
set-back.

If there is no final proposal yet I think it is of interest for the
whole community how to proceed with this item. I'd like to read a
detailed plan on this then.

I agree, it's important to get this done. My impression is, there's
unanimous agreement that we want to hire devs.

Cheers,

-- Thorsten

#4

Hi Thorsten, hi all,

Hi Andreas, all,

Andreas Mantke wrote:

I'd like to ask if there were progress to reach a final version and vote
on this item during the meeting.

The minutes for the Monday meeting have just been posted, there was no
vote.

I already saw and read through them.

But if there is not yet (after nine month of work) a final proposal that
could be voted on, what is missing to get to this state.

What is still missing, is a proposal that gets a majority behind
it. With Kendy's resignation, that work just got dealt a massive
set-back.

I don't see a set-back. The comments and agreements from him are still
there. Why is there a need to throw away the whole resources which have
been invested into the current proposal and start from scratch again.

It looks as if there is no will from a majority of board members to work
constructively on the document with Paolo.

If there is no final proposal yet I think it is of interest for the
whole community how to proceed with this item. I'd like to read a
detailed plan on this then.

I agree, it's important to get this done. My impression is, there's
unanimous agreement that we want to hire devs.

If I read through the minutes (after more than nine month of working on
the proposal) I'm not convinced about such an unanimous agreement.

If the majority of the board acts in this way further, TDF inhouse
developers will not be hired during its tenure of office.

Regards,
Andreas

#5

Hi all,

On 18/11/2022 10:27, Thorsten Behrens wrote:

But if there is not yet (after nine month of work) a final proposal that
could be voted on, what is missing to get to this state.


What is still missing, is a proposal that gets a majority behind
it. With Kendy's resignation, that work just got dealt a massive
set-back.

It seems like Thorsten hasn’t been following the progress, might have forgotten what has been agreed at LibOCon and might have forgot what has been said during the board meeting on Monday.

As agreed with all the board the proposal has been sent to our legal counsel for a final verification before the vote.

With that done there was only once sentence left to discuss:

“TDF in-house developers will not compete with commercial contributors and will not develop alternative implementations of Open Source projects actively maintained by LibreOffice volunteer or corporate contributors – like Collabora Online, mdds, or cppunit.”

I proposed to remove that from the “Concerns expressed by the commercial contributors” section as we agreed months ago that eventual scope limitations linked to commercial contributors is covered by the text in page 1:

“Eventual limitations related to tasks, areas, projects or bugs on which the in-house developers should not work, eg. third parties are already engaged with them, shall be regulated through separate agreements and relevant communications between TDF and the third parties.”

Then Jan resigned.

Thorsten’s statements may lead some to think that reality is perceived in different ways by different people:

" * Kendy resigned because no compromise was reached

  • stop here and restart, from a clean slate
  • if quick action is required instead, tender out as contracted work?"

(I won’t comment much on the perceived attempt of delaying this proposal further as my comments on a similar thread led to my “conviction” for a CoC offence by the board. As I complained about the fact that the case has been handled by someone that didn’t demonstrate much objectivity and impartiality in my regards, the board decided to spend time and money to find an external “communication expert” to deal with the case. Apparently I’ll be actively censored if I discuss the case further, internally or externally, so I’m not sure if I can comment more about it. For those that forgot, this was the public accusation:

https://listarchives.documentfoundation.org/www/board-discuss/2022/msg00554.html)

The board agreed on the process and has access to all the versions being created, the document has been vetted by our legal counsel and the last sentence is covered by previously agreed text so I believe this version is ready to be voted on:

https://nextcloud.documentfoundation.org/s/qofn646Jg6bmPYB

Ciao

Paolo

#6

Hi all,

Andreas Mantke wrote:

If the majority of the board acts in this way further, TDF inhouse
developers will not be hired during its tenure of office.

There's no need for that level of negativity.

Rest assured, the board is as frustrated as everybody else with the
slow progress & acrimony (and even more with the fact, that this at
least contributed to another resignation).

Personally, I will take a deep breath, and will try looking into this
with a fresh mind & positive energy. We'll keep the agenda item for
the next board call in any case - (constructive) input appreciated!

Cheers,

-- Thorsten

#7

Hi Thorsten, hi all,

Hi all,

Andreas Mantke wrote:

If the majority of the board acts in this way further, TDF inhouse
developers will not be hired during its tenure of office.

There's no need for that level of negativity.

Rest assured, the board is as frustrated as everybody else with the
slow progress & acrimony (and even more with the fact, that this at
least contributed to another resignation).

Personally, I will take a deep breath, and will try looking into this
with a fresh mind & positive energy. We'll keep the agenda item for
the next board call in any case - (constructive) input appreciated!

you asked and got input for this proposal for more than 9 month yet.
There were among other volunteers two board member working on the
document for about 8 to 9 month and the board is postponing the item
from meeting to meeting without any final vote.

And if the hiring of inhouse-developers is unanimous agreement inside
the board and also that it has high priority, I wonder why you, the
board chair, has not personally took care of this task already and make
the vote happen in time.

Thus the whole process tells his own tale.

Regards,
Andreas

#8

Hi all,

(...)

(I won't comment much on the perceived attempt of delaying this
proposal further as my comments on a similar thread led to my
"conviction" for a CoC offence by the board. As I complained about the
fact that the case has been handled by someone that didn't demonstrate
much objectivity and impartiality in my regards, the board decided to
spend time and money to find an external "communication expert" to
deal with the case. Apparently I'll be actively censored if I discuss
the case further, internally or externally, so I'm not sure if I can
comment more about it. For those that forgot, this was the public
accusation:

I read about the decision to create a new CoC committee from community
members
(https://listarchives.documentfoundation.org/www/board-discuss/2022/msg01000.html).
And the board really decided instead of involving this own CoC committee
to throw a lot of _donation_ money on contracting an external
'communication expert' (they are regularly very expensive)?

I'm curious about a detailed explanation from the board, why the own TDF
CoC committee is incompetent for the handling of the situation.

Regards,
Andreas

#9

Hi all,

Andreas Mantke wrote:

I read about the decision to create a new CoC committee from community
members
(https://listarchives.documentfoundation.org/www/board-discuss/2022/msg01000.html).

Just to insert here, that the new CoC process is, in my mind,
unambiguously positive, and I'm very happy about the enlarged group of
people handling it.

And the board really decided instead of involving this own CoC committee
to throw a lot of _donation_ money on contracting an external
'communication expert' (they are regularly very expensive)?

That is not what happens. A CoC verdict was not accepted by one of the
parties, so the board is now getting neutral, external expertise.

There's added value, in that arguably a completely external view on
our interactions (board and elsewhere) can only improve how we
collectively work.

Rest assured, I would have preferred to avoid both the challenging
situation, as well as any extra work (or expense).

I'm curious about a detailed explanation from the board, why the own TDF
CoC committee is incompetent for the handling of the situation.

That framing is untrue, and offensive towards the volunteers in the
committee.

Best,

-- Thorsten

#10

Hi all,

just a few comments.

Hi all,

Andreas Mantke wrote:

I read about the decision to create a new CoC committee from community
members
(https://listarchives.documentfoundation.org/www/board-discuss/2022/msg01000.html).

Just to insert here, that the new CoC process is, in my mind,
unambiguously positive, and I'm very happy about the enlarged group of
people handling it.

And the board really decided instead of involving this own CoC committee
to throw a lot of _donation_ money on contracting an external
'communication expert' (they are regularly very expensive)?

That is not what happens.

That is actually what happened.

  A CoC verdict was not accepted by one of the
parties, so the board is now getting neutral, external expertise.

I'm the party that didn't accept the verdict as this case has been handled directly by the boar and led by a director that hasn't demonstrated a great deal of objectivity and impartiality toward me.

There are 2 votes related to this issue that haven't been published yet. I believe they should be published ASAP to clarify a bit the situation and to allow the board to provide some explanations.

There's added value, in that arguably a completely external view on
our interactions (board and elsewhere) can only improve how we
collectively work.

I've actually requested to have the case reviewed by the new CoC Team to serve as a good learning exercise also for the board, which handled the case against me, to recognise and avoid the mistakes made. That's where the added value is.

Rest assured, I would have preferred to avoid both the challenging
situation, as well as any extra work (or expense).

You had the option of supporting my request of handing over the case to our trusted CoC Team but for some reasons you refused.

I'm curious about a detailed explanation from the board, why the own TDF
CoC committee is incompetent for the handling of the situation.

That framing is untrue, and offensive towards the volunteers in the
committee.

I've asked for clear explanations for the board's behaviour as well but never got a meaningful answer.

Looking forward to understand more about what has driven some members of the board in taking that odd and unexplained decision.

Best,

-- Thorsten

Ciao

Paolo

#11

Hi all,

topic with lots of questions on the Monday call agenda.

I mentioned items that make it questionable

Questions just to delay the matter more and more?
At least that's the impression I get.

Thanks to Paolo the process has been started here on Feb 7th.

After an incredible period of 9(!) months, an incredible amount of around 15-20(!) versions of the 14(!) pages 'Proposal of TDF In-House-Developers' and incredible efforts from especially Kendy and Paolo (big thanks to both of you!) it seems to me that some want to restart the process ('stop here and restart, from a clean state'; 're-evaluate', ...).
For what reason? Because of one sentence? Incredible!

At LibOCon in Milan, 2(!) months ago, with the participation of board, MC, team and community (Uwe's workshop Sept 26), it turned out that this is an _important and urgent_ matter the board to deal with.

The now famous 'one sentence'...

"Eventual limitations related to tasks, areas, projects or bugs on which the in-house developers should not work, eg. third parties are already engaged with them, shall be regulated through separate agreements and relevant communications between TDF and the third parties."

In general this is more than unusual from my point of view.
Can anyone here explain why an employer should accept restrictions on their employee's activities from third parties? Would she/he accept it herself/himself as an employer?

Furthermore, I think that a good relationship with everyone is valuable and helpful for all parts of the community and for the common projects.

So instead of retrograding let us move forward. Quickly.

Best
Stephan

#12

Hi Stephan,

Hi all,

topic with lots of questions on the Monday call agenda.

I mentioned items that make it questionable

Questions just to delay the matter more and more?
At least that's the impression I get.

Thanks to Paolo the process has been started here on Feb 7th.

After an incredible period of 9(!) months, an incredible amount of around 15-20(!) versions of the 14(!) pages 'Proposal of TDF In-House-Developers' and incredible efforts from especially Kendy and Paolo (big thanks to both of you!) it seems to me that some want to restart the process ('stop here and restart, from a clean state'; 're-evaluate', ...).
For what reason? Because of one sentence? Incredible!

At LibOCon in Milan, 2(!) months ago, with the participation of board, MC, team and community (Uwe's workshop Sept 26), it turned out that this is an _important and urgent_ matter the board to deal with.

The now famous 'one sentence'...

"Eventual limitations related to tasks, areas, projects or bugs on which the in-house developers should not work, eg. third parties are already engaged with them, shall be regulated through separate agreements and relevant communications between TDF and the third parties."

In general this is more than unusual from my point of view.
Can anyone here explain why an employer should accept restrictions on their employee's activities from third parties? Would she/he accept it herself/himself as an employer?

Furthermore, I think that a good relationship with everyone is valuable and helpful for all parts of the community and for the common projects.

So instead of retrograding let us move forward. Quickly.

Thank you, I fully support you here Stephan, let's move forward and quickly, enough time, energy, trust and money lost.

Cheers
Sophie

#13

Hi Stephan, all,

Stephan Ficht wrote:

Questions just to delay the matter more and more?
At least that's the impression I get.

No. There was always support for getting devs hired. You've received
personal statements from me that this is not a delay tactic.

After an incredible period of 9(!) months, an incredible amount of around
15-20(!) versions of the 14(!) pages 'Proposal of TDF In-House-Developers'
and incredible efforts from especially Kendy and Paolo (big thanks to both
of you!) it seems to me that some want to restart the process ('stop here
and restart, from a clean state'; 're-evaluate', ...).
For what reason? Because of one sentence? Incredible!

This is unfortunately the situation, yes. Sometimes, one sentence can
make a whole lot of a difference - just imagine we would remove the
first sentence from our statutes: "The objective of the foundation is
the promotion and development of office software available for use by
anyone free of charge."

This is not to say any board decision will require the fought-over
sentence, just that the proposal now up for voting is not balanced
without it.

Like the next guy, I'm not eager to fight over 14 pages of rather
verbose text for another 9 months. Thus the suggestion to start from a
clean slate.

Furthermore, I think that a good relationship with everyone is
valuable and helpful for all parts of the community and for the
common projects.

I fully support that notion. That indeed though includes all parts
of our community, several of them are on record of being rather very
unhappy with the proposal in its current state.

All the best,

-- Thorsten

#14

Hi Thorsten,

Thank you very much for taking the initiative to respond.

I'm still curious to know any opinion and explanation about:

"Eventual limitations related to tasks, areas, projects or bugs on which the in-house developers should not work, eg. third parties are already engaged with them, shall be regulated through separate agreements and relevant communications between TDF and the third parties."

In general this is more than unusual from my point of view.
Can anyone here explain why an employer should accept restrictions on their employee's activities from third parties? Would she/he accept it herself/himself as an employer?

You, being an employer, would you accept the famous 'one sentence' when hiring for your company?

Best
Stephan

#15

Hi Thorsten, hi all,

Hi Stephan, all,

Stephan Ficht wrote:
(...)

Furthermore, I think that a good relationship with everyone is
valuable and helpful for all parts of the community and for the
common projects.

I fully support that notion. That indeed though includes all parts
of our community, several of them are on record of being rather very
unhappy with the proposal in its current state.

it looks as if there are no members from the community which are able to
support your above statement in public or at least on a members list.
Because there had been invested a lot of resources from the board, the
community etc. it would be respectful, if they show there issues with
the proposal themselves. I'm not prepared for such arcane statements
'several of them'. It's important that everyone speaks for
herself/himself in public. If she/he is not able / willing to do this,
the concern is not important enough to be considered.

I'm curious to read own statements from the 'several of the community' here.

And I'd like to hear what TDF's team think.

Don't be shy and show up yet.

Regards,
Andreas

#16

Hi Andreas

While you don't like answers in private mail I post it on this list.

I'm curious to read own statements from the 'several of the community' here.

Maybe most of us follow the golden rule of mailing lists not to feed trolls? :wink:

Seriously: I feel we all are tired of this discussion and I may imagine many of us don't even follow them in detail any more - not out of a lack of interest but mostly because of the way it was and is conducted.

Coming to the controversial part of the proposal: In my pov it's sheer nonsense to write such statements like those discussed here into a job description or even a contract. Not only the person concerned hardly is in the position to decide on these issues; its also in the full responsibility of his or her boss to decide what they are working on - and no way in the developers own consideration. And I'm rather confident that this also was part of the legal advice the board has got.

In a benevolent view on this document it may at best serve as a board's internal letter of intent. But I'm sure - however (if ever) it is voted, when it comes to concrete decisions, the same discussion will arise with new energy. So it's most probably in no case worth all the fuss we see today.

My advice emphases the KISS rule (we always should kiss more): Keep it simple, st... :slight_smile:

#17

Hi Uwe,

Hi Andreas

While you don't like answers in private mail I post it on this list.

I'm curious to read own statements from the 'several of the community' here.

Maybe most of us follow the golden rule of mailing lists not to feed trolls? :wink:

Who are you calling trolls?

It's probably an acceptable term in mailing list where some people use anonymity to disrupt a community.

What we have seen in this thread is an ex-director interfering with a vote with proven false statements and our chairman jumping on that message and embracing that false statement to influence the vote as well.

If they were "simple trolls" we could just try to ignore them but the situation is a lot more serious than that.

Seriously: I feel we all are tired of this discussion and I may imagine many of us don't even follow them in detail any more - not out of a lack of interest but mostly because of the way it was and is conducted.

Then I wonder if there is any point for me to invest so much time in providing the community with information they could and should check to evaluate if the board is taking the right decisions.

This is one of the many examples where the community could, in a few minutes, check the facts and express an informed opinion about what is happening.

Coming to the controversial part of the proposal: In my pov it's sheer nonsense to write such statements like those discussed here into a job description or even a contract. Not only the person concerned hardly is in the position to decide on these issues; its also in the full responsibility of his or her boss to decide what they are working on - and no way in the developers own consideration. And I'm rather confident that this also was part of the legal advice the board has got.

I guess it's obvious to most that the legal advice would have gone that way.

I've tried to explain it in many ways but Jan preferred to resign than accept that it was "sheer nonsense", that's the same "sheer nonsense" that our chairman wants and he's ready to support false statements to make the vote fail. On top of it we can now read another proposal presented by Cor and prepared with "others" which repeats once again the same "sheer nonsense".

In a benevolent view on this document it may at best serve as a board's internal letter of intent. But I'm sure - however (if ever) it is voted, when it comes to concrete decisions, the same discussion will arise with new energy. So it's most probably in no case worth all the fuss we see today.

Taking in consideration this additional example of disregard for facts and legal advise a simple "internal letter of intent", IMHO, would not be worth they bytes used to store it.

My advice emphases the KISS rule (we always should kiss more): Keep it simple, st... :slight_smile:

I'd love to do that but we've seen a few times that not defining things clearly it leaves room for abuses.
Then even when the processes are defined and agreed false statements are used to kill a proposal.

It would be great if you could invest a bit more time in evaluating the facts so that you could fine tune your advice do a situation that doesn't seem to fit with the behaviours expected in most boards.

Ciao

Paolo

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