Board of Directors Meeting 2021-10-22

Board Discuss
#1

The Document Foundation
Board of Directors Meeting 2021-10-22
Meeting Minutes

Location: Jitsi

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

In the meeting:
   Board - Emiliano Vavassori, Lothar Becker, Thorsten Behrens, Cor
Nouws, Michael Meeks
   Board Deputies - Nicolas Christener, Paolo Vecchi
   Membership Committee -
   Membership Committee Deputies -
   Team - Florian Effenberger, Stephan Ficht, Guilhem Moulin
   Community - Jan Holesovsky

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 7 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 13:03 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
   + need one official meeting (Lothar)
    + haven't it yet (Florian)
    + usually during conf
    + two weeks to invite
    + Friday, December 17 - for budget planning
    + every one fine? (Lothar)
     + agreed

Public meeting ends at 13:05 Berlin time.

Private Part

2. Discuss & further steps: Conflict of interest policy for the board as
part of the Rules of Procedures (legal subgroup, all 45min)
   Rationale: Discussing and understanding a version of the policy,
defining where to ask legal advice and how to do that
   Reason why in private: preliminary wordings of a legal text for rules
of procedure, before legal advice

3. Discuss: Last minute item(s) (owner of the item, all 5min)
   Rationale: if there is popping up an item after sending the agenda
   – no item popped up –

Private meeting ends at 14:02 Berlin time.

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

#2

Hi! Please can you clarify who was present in the secret part of the meeting?

Thanks

Simon

#3

Hi Simon,

who was present in the secret part of the meeting?

The general public has to leave after the public part has ended. This is
always checked before the private part starts.

Hope this helps.

Kind regards,
Stephan

#4

Hi Stephen

who was present in the secret part of the meeting?

The general public has to leave after the public part has ended. This is
always checked before the private part starts.

Thanks, I am well aware of both the principle and the practice and can probably guess who remained reasonably accurately.

What I am asking is that the Minutes make note of who remains in the meeting at this point, since people come and go and sometimes there may also be guests invited by the Board to this part (which is almost a separate meeting). Since secret decision-making (which is rarely fully minuted even when disclosed) occurs in the name of the Trustees in this part of the meeting it’s important there’s at least a public record of who gets to participate and influence the secret decisions.

Cheers

Simon

#5

Dear Simon,

On 28/10/2021 11:33, Simon Phipps wrote:

Hi Stephen

On Thu, Oct 28, 2021 at 9:36 AM Stephan Ficht <stephan.ficht@documentfoundation.org> wrote:

Am 27.10.21 um 14:17 schrieb Simon Phipps:

who was present in the secret part of the meeting?

The general public has to leave after the public part has ended. This is
always checked before the private part starts.

Thanks, I am well aware of both the principle and the practice and can probably guess who remained reasonably accurately.

What I am asking is that the Minutes make note of who remains in the meeting at this point, since people come and go and sometimes there may also be guests invited by the Board to this part (which is almost a separate meeting). Since secret decision-making (which is rarely fully minuted even when disclosed) occurs in the name of the Trustees in this part of the meeting it’s important there’s at least a public record of who gets to participate and influence the secret decisions.

there were no external participants at the meeting.

Please also note that there are no “secret part of the meeting”, “secret decision-making” processes and no “secret decision”. As you stated you are well aware of both the principle and the practice, you know that there are and there have always been private discussions to deal with legal matters which should be evaluated by the board before making the decisions public.

I’m sure you are also well aware that the MC receives the full minutes which include also the private part so there are no secrets.

I hope you’ll find my answer satisfactory and that you understand that your use of the word “secret” in this context is not appropriate.

Cheers

Simon

Ciao

Paolo

#6

Many thanks Paolo.

there were no external participants at the meeting.

I appreciate the confirmation. My request to see the attendees of this part of the meeting explicitly listed in the minutes stands however - it’s something we have done in the past and it remains important.

While we’re talking terminology, I have to point out that the word “external” is not appropriate here. MC members and Trustees are not “external”, they are in roles defined by our bylaws and statutes and are as much a part of TDF as the directors.When the Board goes into an executive session to conduct necessarily secret business they would usually leave unless they have been invited to stay to contribute to the business that is remaining secret from other Trustees and MC members. That doesn’t make us all “outsiders” no matter how often we are treated as such. Sometimes I think the Board is more afraid of scrutiny by the Trustees and Members than it is of the evolving market that could push LibreOffice into gradual irrelevance.

Listing who is present is one small but important part of keeping the various parts of the Foundation united, alongside timely disclosures of previously secret discussions (and not just the outcomes), meaningful ongoing disclosures of the interests of directors and officers including indirect and “keiretsu-style” interests, and TDF-wide collaboration over open processes. Disclosure must not be equated with exclusion; almost everyone has an interest to declare (those of us without one are rare animals) so disclosure has to be the dominant mode. I’ll keep calling for early disclosure to and inclusion of MC and Trustees at least until it becomes the norm!

Cheers

Simon

#7

Dear Simon,

On 28/10/2021 15:11, Simon Phipps wrote:

Many thanks Paolo.

On Thu, Oct 28, 2021 at 1:32 PM Paolo Vecchi <paolo.vecchi@documentfoundation.org> wrote:

there were no external participants at the meeting.

I appreciate the confirmation. My request to see the attendees of this part of the meeting explicitly listed in the minutes stands however - it’s something we have done in the past and it remains important.

While we’re talking terminology, I have to point out that the word “external” is not appropriate here.

You used the term “guests” so I believed you were referring to external consultants of which there were none.

Cheers

Simon

Ciao

Paolo

#8

Ah, I see your confusion! No, MC Members and Trustees as well as staff would also be “guests” if invited to a Board executive session - one might even consider Board Deputies who are not representing a director (so have no executive role) to be guests at such a session, although that’s not been the norm so far.

No matter, it remains important to list who was attending while the board is in executive session so there’s less scope for this sort of confusion. Disclosure is usually best!

Cheers

Simon

#9

Dear Simon,

On 28/10/2021 15:29, Simon Phipps wrote:

On Thu, Oct 28, 2021 at 2:24 PM Paolo Vecchi <paolo.vecchi@documentfoundation.org> wrote:

On 28/10/2021 15:11, Simon Phipps wrote:

While we’re talking terminology, I have to point out that the word “external” is not appropriate here.

You used the term “guests” so I believed you were referring to external consultants of which there were none.

Ah, I see your confusion! No, MC Members and Trustees as well as staff would also be “guests” if invited to a Board executive session

Sorry but I believe that when fellow members and staff are invited to participate to Board meetings or private sessions we always called them by name and not “guests”.
That’s probably why I wasn’t able to match your terminology. I’ll check with the Board if they they think we should adopt a more formal approach.

  • one might even consider Board Deputies who are not representing a director (so have no executive role) to be guests at such a session, although that’s not been the norm so far.

What one might consider seems not to be shared by the Board.

No matter, it remains important to list who was attending while the board is in executive session so there’s less scope for this sort of confusion. Disclosure is usually best!

From a quick search it seems like all the Board members listed in the minutes participate to the public and private part.
I don’t recall of an instance when that was not the case so I believe the procedure used has been the same for many years and it shouldn’t cause any confusion.

Cheers

Simon

Ciao

Paolo

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