Board of Directors Meeting 2022-01-28

The Document Foundation
Board of Directors Meeting 2022-01-28
Meeting Minutes

Location: Jitsi

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

In the meeting:
    Board - Emiliano Vavassori, Cor Nouws, Lothar Becker, Thorsten Behrens,
    Board Deputies - Nicolas Christener, Paolo Vecchi,
    Board Elect - Gabriel Masei, Jan Holesovsky, Laszlo Nemeth, Caolan McNamara, Gabor Kelemen
    Membership Committee -
    Membership Committee Deputies - Shinji Enoki
    Community - Michael Weghorn
    Team - Stephan Ficht, Sophie Gautier, Florian Effenberger, Guilhem Moulin

Representation: Nicolas for Michael, Paolo 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 6 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 13:03 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
   + any issues with Corona?
     + nothing severe luckily
   + any questions from the community? (Lothar)
      + none

2. Q&A: GDPR - quick round of questions and answers (if needed) (Paolo, all 5min)
    Rationale: what and why to care about and in parallel to be careful with some inquiries from (professional) users on mailing list
    + request from outside (bigger public administration)
      + asking us for information
      + how / with whom do you share information
      + going to reply this afternoon (Paolo)
      + be aware that we have no contract with them (Lothar)
      + we are not the org providing software to them, no contractual relationship
      + q. was how we process data, eg. crash reports (Paolo)
      + make proposal and hand over to executive director (Lothar)

3. Information&Plan: Wealth management, info&orga for a power of attorney to BW-Bank for general assemblies of shares we hold (Stephan, Thorsten, all 5min)
    Rationale: information and organisational issue
    + Power of attorney for votes on general assemblies
      + bank doesn't offer this, as they act very dynamically in buying and selling of shares (Stephan)
      + therefore nothing to be done from our side
    + goal was to avoid negative interest, works out quite well (and much better) for now (Florian)
      + more numbers will be in the published ledgers soon

4. Information & Discussion public part: Follow-up on budget 2022 workshop, open questions, next steps (Florian, all 5 min)
    Rationale: Planning for finalizing and handing over to new board
    + workshop on budget took place twice (Florian)
    + got closing ledgers for December this week, will incorporate into our spreadhseet
    + main thing is the ranking sheet (proposals.ods)
    + proposal made have to be factored in
    + any task still for the outgoing BoD members? need to do ranking still? (Lothar)
     + could be done jointly by outgoing and elected BoD members (Florian)
     + did so in the past too, with the last board handover
     + supported (Thorsten)
     + need to trust the outgoing board anyways, e.g. for closing ledgers (Florian)
      + MC requests factored in? (Lothar)
      + one request for Carbon compensation (Florian)
      + and running project MC tool, ~7-8 k spend
      + going to be productive with the tool (Uwe)
        + by now everything ok

Public meeting ends at 13:24 Berlin time.

Private Part

5. Information & Discussion private part: Follow-up on budget 2022 budget sheet and procedure of decision making (Florian, all 10 min)
     Rationale: Planing for finalizing and handing over to new board
     Reason why in private: Legal/contractual/financial items.

6. Information & Discussion: Information and Handling about an invoice (Florian, all 5min)
     Rationale: Information and sync
     Reason why in private: Legal/contractual/financial items.

7. Discussion about a project from the current budget (Emiliano, all 10min)
     Rationale: Follow on with discussion on mailing list and further steps for it
     Reason why in private: Legal/contractual/financial items.

Private meeting ends at 14:01 Berlin time.

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