Board of Directors Meeting 2021-10-08

The Document Foundation
Board of Directors Meeting 2021-10-08
Meeting Minutes

Location: Jitsi

Session chair: Lothar Becker
Keeper of the minutes: Stephan Ficht

In the meeting:
   Board - Emiliano Vavassori, Lothar Becker, Michael Meeks, Thorsten
   Board Deputies - Nicolas Christener, Paolo Vecchi
   Membership Committee -
   Membership Committee Deputies - Uwe Altmann
   Team - Florian Effenberger, Stephan Ficht, Sophie Gautier, Italo Vignoli
   Community - Jan Holešovský

Representation: Paolo for Daniel, Nicolas for Franklin (Franklin asks
for email votes)

Chairman of the Board is in the meeting. One of the Chairman or Deputy
Chairman is required to be present or represented for having a quorate call.

The Board of Directors at time of the call consists of 7 seat holders
without deputies. In order to be quorate, the call needs to have 1/2 of
the Board of Directors members, which gives 4. A total of 6 Board of
Directors members are attending the call.

The board waives all formal statutory requirements, or requirements in
the foundations articles, or other requirements regarding form and
invitation, time limits, and for the topics discussed in this meeting.

The meeting is quorate and invitation happened in time. From now on,
motions can be passed with the agreement of a simple majority of those
remaining present. The majority threshold is currently 4.

The meeting commences 13:04 Berlin time.

Public Part

1. Q&A: Answering questions from the community (all, 10 minutes)
   Rationale: Provide an opportunity for the community to ask questions
to the board and about TDF
   + any questions? (Lothar)
   + get the email on mission/vision item (Uwe)
   + interesting mail from Emiliano (Kendy)
      + can the board share details? - CoI policy
      + something specific about it? (Emiliano)
        + discussing the need for a CoI policy in general
        + a proposal for a month - we are discussing it
        + not broad consensus on it, but is consensus on a written policy
        + written in mail: see it as a starting point
        + not the definitive version TDF should have.
        + makes sense to have it - others outside the board have worked
on & checked it is there it is ready - lets start from there.
        + still some ongoing discussion? (Kendy)
           + point is - sorry not followed all the mails (Emiliano)
              + been very busy
              + replies to Simon were terribly late, that's why.
              + did not follow the last developments.
        + are ongoing discussions (Paolo)
           + some directors think we should start with this policy
           + expect a vote soon on it if no full consensus.
        + for something as far reaching as this (Thorsten)
           + would serve the board well to try to reach consensus
           + building that is laborious & sometimes frustrating
           + for the best of TDF would be something everyone can get behind
           + lots of interests represented on the board, best place to
reach consensus is there
           + otherwise things/conflict tend to spill out into the community
        + given the lack of understanding of the text (Michael)
           + deeply concerning to see it pushed to a vote prematurely
        + happy to hear from Thorsten (Kendy)
           + ideal is reaching consensus - love it.

2. Ideas, Discuss & Plan: Collect ideas and follow-ons, procedure and
decision about the temporary freeze of the online-source-repo (Lothar,
Florian, all 10 minutes)
   Rationale: Reflect experience about freeze and potential
contributors, collect alternative ideas, plan the way to overcome the
status for "temporary" and find a final decision also for clear
   * [DECISION] LibreOffice Online - repository and translations
   * [DECISION] LibreOffice Online freeze-related topics
   * [DECISION] LibreOffice Online information in the release notes
   + situation is now that we have decided temporary freeze (Lothar)
    + decide how to go on now
   + would you share the idea? (Paolo)
    + temporary freeze is a problem (Lothar)
     + proposal - clearly say; not shutdown repo itself - have source
code for whomsoever it can be to help
     + clearly say - we are not for the moment - making binaries of it.
   + like the basic idea (Emiliano)
     + if the case - start of dicussion, open-source code
     + clearly state: not security inspected, not for production, no
binaries at all
   + a motivation to contribute to the core source? (Lothar)
     + to get new contributors to engage them into the core?
     + to attract people who can play on use it etc. (Paolo)
   + overtly hostile act, creates a competing project (Michael)
     + serious danger of making TDF look silly
     + Marco's talk is of taking code from outside the project to do this.
   + do I still feel (Emiliano)
     + now have fixes in security
     + having a version not maintained actively a threat
     + create competing SW product puts me in complicated position
     + don't think it's necessary
     + how do you do it? take our code and call it "LibreOffice Online"?
     + use the LibreOffice brand to drive this fork? (Michael)
   + no active activity from TDF on this side (Emiliano)
     + that is what it was, no active contributions to it from TDF / others
     + experimental, not product ready, unsecure
     + provided without any warranty
     + not to be marketed as a product, ready for production
     + if someone really wants to have a platform - send them to COOL
   + surprised - seen presentation from Marco (Paolo)
     + said code has been forked, looking at the code
     + each file - says 'this is part of the LibreOffice project'
     + a moment in time - LOOL was hosted by TDF
     + the vast majority of contribution came from Collabora - always clear
     + having left the code for a year
     + a huge amount of difference
     + don't see major issues.
     + here are the warnings & limits.
     + the repo that has always been there - for LOOL
     + don't seen it as a hostile act.
   + there are only bad options here for TDF (Thorsten)
     + alienating large contributors a bad thing
     + having un-clarity is bad as a message
     + not having any community developing on that a problem.
     + not sure what to do really
     + what other projects do:
        + if: not maintained, not production ready, no security updates
        + they move that into an 'attic'
        + still there's a repo - etc. - you can re-open it if there is
renewed interest.
        + clearly TDF can provide the storage space - still there,
        + but not actively maintained.
        + no issue with putting it in an attic (Emiliano).
   + attic - positive framing (Michael)
      + I see few benefits of lending the LibreOffice brand to this for
TDF, and many risks.
      + will be recused from voting on it
   + have an attic, and/or sync from Collabora? (Nicolas)
      + which do you have in mind?
      + like Thorsten said - nothing to steal (Lothar)
         + just what is there, to mention / have a look do something etc.
         + not maintained as product / project etc.
         + be aware of security issues.
      + open a one year old code-base, not maintained,
        if people work on it & we have a fork
    + think we don't have to back-port from Collabora (Emiliano)
      + appreciate statement from Nicolas
      + send it to the attic
      + an experimental project - just play with it
      + we're not going anywhere with that code.
    + write it in a sentence & discuss by E-mail (Lothar)
AI: + try to knock something up with Emiliano (Thorsten) - agreed

3. Discuss&Plan: Setting a rough timeline about the business entity
decision between the presented alternatives (Lothar, Florian, all 10
   Rationale: Clarifying status, what to do, what could be a time table
to have a decision in doing or not
   + want to give first my view (Lothar)
   + think to finish with legal advisor & write up a synopsis on it
   + finish discussion wether we want or not business entity
   + do we need a business entity? (Paolo)
   + follow up call with legal advisor is next week thursday Oct 14th
   + define timeline (Lothar)
   + initial proposals are from a year back (Florian)

4. Discuss: Adding LibreOffice Technology logo to COOL (Lothar, Michael,
Italo all 10 minutes)
   Rationale: Discussion around "granting" policy for LibreOffice
Technology logo and linking each other via websites
   + pleased to be part of the LibreOffice community
   + LibreOffice Technology help->about dialog ... link to the logo
   + also link to a C'bra hosted page about LibreOffice Technology
   + and reviewed with Italo and the Marketing team.
   + absolutely this is the intention (Italo)
     + to have ecosystem companies & members in general
     + who are generally contributing in some way
     + either individually (professionally), or as an org. to use the
LibreOffice Technology concept
     + and if possible the LibreOffice Ecosystem logo in some area
     + not clearly defined - don't see quite where to use it.
     + think the idea that explains it & links back to the whitepaper on
the LibreOffice website / synopsis
     + is the right approach
     + putting in place additional elements to strength use of logos
   + hopefully other ecosystem partners will use it (Lothar)
     + do we need a license / granting.
     + decided in the past to let the marketing team to do it (Michael)
     + add to the page where the logos will be hosted (Italo)
        + a couple of paragraphs - Marketing team is responsible.
        + of course, if not used according to good common sense
        + then TDF will enforce it.
        + logos are a property of TDF
     + if you want to use it talk to Marketing (Italo)
     + patch to TM license to make this fly? (Michael)
        + push to license page
   + if shipped in software - will need Grandfathering clauses (Michael)
     + but because it's online - can pull it down immediately.
     + what is grandfathering? (Nicolas)
       + gives a smooth transition out of refusal of permission (Michael)
   + curious if board people are ok with this? (Michael)
     + Lothar ok, Paolo - just fine, Thorsten, Emiliano too.

Public meeting ends at 13:38 Berlin time.

Private Part

5. Discuss: legal advisor questions (Florian, all 5 minutes)
   Rationale: Discussion about the answered questions and decision on
the next steps, what from the advice should be and can be shared (MC
inquiry for it)
   Reason why in private: Discussion about a legal text

6. Discuss: Problem statement about the app store offering and what to
inquire for a solution (Cor, all, 10 minutes)
   Rationale: Decide on the problem statement and a subgroup/persons
what to do for it
   Reason why in private: not already published (financial) informations
will come up, confidentiality about preliminary ideas needed also with
respect to the app store hoster

7. Last-minute: CoI policy

Private meeting ends at 14:02 Berlin time.

Lothar Becker (Session chair)
Stephan Ficht (Keeper of the minutes)