Board of Directors Meeting 2022-01-14

The Document Foundation
Board of Directors Meeting 2022-01-14
Meeting Minutes

Location: Jitsi

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

In the meeting:
   Board - Cor Nouws, Lothar Becker, Thorsten Behrens, Michael Meeks,
Emiliano Vavassori
   Board Deputies - Nicholas Christener, Paolo Vecchi
   Board Elect - Gabriel Masei, Caolan McNamara, Jan 'Kendy' Holešovský,
László Németh, Gabor Kelemen
   Membership Committee -
   Membership Committee Deputies - Uwe Altmann, Shinji Enoki, Dennis Roczek
   Community - Aron Budea, Simon Phipps
   Team - Stephan Ficht, Florian Effenberger, Heiko Tietze, Sophie
Gautier, Guilhem Moulin

Representation: Paolo for Daniel, Nicholas for Franklin

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 or represented in 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. Introduction: Welcome to the new elected board members and invitation
for the next meetings and to stay with us in private parts (Florian, 5min)
    Rationale: Introduction in the transition phase and onboarding

   * new board members: Jan 'Kendy' Holešovský, Caolán McNamara, László
Németh, Gábor Kelemen, Ayhan Yalçınsoy, Gabriel Masei
   * next meetings
     * Advisory Board meeting: Wednesday, January 19, at 1600 UTC/1700
Berlin time send your picture and biography for the slides
     * board meetings
       * Friday, January 28, 1200 UTC/1300 Berlin time
       * Friday, February 11, 1200 UTC/1300 Berlin time
    + welcome to the new elected board members (Lothar)
    + welcome (Florian)
     + onboarding in progress
     + please ask for any questions
     + Jan19 at 1600 (UTC) AdvB call for one hour
     + board call scheduled every other week, so next on Jan 28 at 12(UTC)
    + any q. (Lothar)
    + can have separate meeting to explain (Florian)

2. 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 q.? (Lothar)

3. Information&Plan: Suggestion of an "attic" procedure (input from
subgroup, status of discussion) and status of LOOL repository
(Thorsten, Emiliano, all 20min)
    Rationale: Status/Follow on of the action items (procedure, LOOL),
timeline for decision making on that
    + status of discussion, how to proceed? (Lothar)
    + got feedback (Thorsten)
      + some tangents about Online / only incidentally related
      + will be some projects that are unmaintained
      + if there are security issues - don't expect TDF volunteers to
fix them
      + supply-chain / log4j etc. being discussed widely
      + if S/W is on TDF premises - clearly state what they can expect
      + like to de-couple from Online discussion
      + sent Dec 13th - lots of time for discussion
      + Online is essentialy atticized - in RO mode anyway
      + like to get feedback from all board members on the proposal
      + haven't seen feedback from everyone
      + is it something that gets broad agreement or needs further
    + like to add (Emiliano)
      + have two main proposals from Lothar / Paolo
      + need to find some patches to deal with that
      + would like a general agreement, and a subsequent version from
        Thorsten & Emiliano
    + a deadline needed for feedback (Lothar)
      + then can work with that further
      + this deadline was a few days ago (Thorsten)
        + take this occasion - to quickly comment on it
        + or don't make progress
        + warning some days ago around the deadline
    + proposal would be more or less ok (Paolo)
       + proposed an additional article
       + because of the LOOL problem
       + have to be careful with such projects
       + specific article to the proposal, shows we learned the lesson
       + look at current & official projects more deeply
       + and have agreements where commercial entities are involved
    + think the proposal is good (Michael)
       + hate to delay to get this commercial agreement bits in
       + can iterate it later
    + proposal from Thorsten/Emiliano is balanced, am fine (Cor)
    + in favour of it as-is (Nicolas)
    + discussion around ultimate authority (Thorsten)
       + fair to discuss
       + not smart to over-ride the ESC's technical decisions
       + if the ESC says: "for technical reasons its a bad idea" to host
this project: insecure, technology has no volunteers etc.
           + not smart to do that - taking volunteer time & effort to do
something, and not taking the advice
       + ultimately the board is the sole body that decides for TDF
       + hesitate to put it too obviously in writing & hold it in front
of noses all the time
       + contracting - decide on case-by-case basis
          + against having it in the process
          + stifling, killing the fun having contracts in triplicate for
everything etc.
    + we should not bring expectations we could not hold (Lothar)
    + agree we shouldn't block people from having fun (Paolo)
       + not setting clear rules, leads to not-fun situations down the line
       + should listen to choices from technical basis from ESC
       + but in other areas pull in resources from the board to do
        + but board may have different view on the project and could
pull in other resources
       + doesn't take much space in the document, and board having the
final word is important
    + read things differently (Michael)
       + cause of conflict - being ignoring development community
       + and overriding what their weighted / meritocratic input is
       + I look at Online conflict from a different perspective
       + we could legally proscribe everything up-front
          + but we are not able to predict the future
       + or we can work more constructively as we go along
          + more flexible, simpler
       + the idea of hiring developers to do things the ESC thinks
         are technically bad is folly
   + a fools errand to think we can avoid conflict with contracts (Thorsten)
       + propose - a minimal policy - things we know today
       + make sure that further large projects that are proposed
       + cf. OO at Apache - some huge new project
          + want to get commitments in writing it is not dropped by
corporate sponsor next week
          + instead of proscribing today
             + if something is proposed, look into it a bit more
   + shouldn't have projects more equal than others (Paolo)
      + addition to the document is very small, doesn't require effort &
      + don't see a big issue
      + any project - for safety & interest of both TDH and commercial
org that proposes the project
      + important for both to know the implications in the long term
      + and that naturally TDF want to make it available free to all
      + the commercial organisation must have these implications clear
in advance
   + against trying to prevent conflicts by writing so-called clear
rules (Cor)
      + in the end - not going to work
      + will always have discussions; the board has to find the balance
between all the interests we represent
      + trying to prevent discussions - not going to work
         + at best you move them to another place
      + please don't do that
   + how do we proceed? (Lothar)
      + do another round, give another proposal / vote?
      + do it if Emiliano / Thorsten agree
      + sit down & see what we can come up with (Thorsten / Emiliano)
      + slept over it for a night, turn it around
      + hopefully have something sometime next week

  * see:

4. Information & Discussion public part: status of 2022 budget
suggestions (Florian, all 10min)
    Rationale: Planing for finalizing annding over to new board
    + explaining the budget process (Florian)
     + budget started shortly befor x-mas
     + deadline end of April 2022
     + first draft to be discussed
    + at point to close this part (Lothar)
    + do ranking of budget items proposed (Florian)
    + any q. so far? (Lothar)
    + any last minutes suggestions for the budget?

Public meeting ends at 13:33 Berlin time.

Private Part

5. Information & Discussion private part: status of 2022 budget sheet
and procedure of decision making (Florian, all 10min)
    Rationale: Planing for finalizing and handing over to new board
    Reason why in private: Confidential discussions about budget

Private meeting ends at 14:04 Berlin time.

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