The Document Foundation
Board of Directors Meeting 2022-09-19
Meeting Minutes
Location: Jitsi
Session chair: Thorsten Behrens
Keeper of the minutes: Stephan Ficht
In the meeting:
Board Members - Thorsten Behrens, Cor Nouws, Gábor Kelemen, Jan Holešovský (Kendy), Paolo Vecchi, László Németh, Emiliano Vavassori
Board Deputy Members - Gabriel Masei
Membership Committee Members - Marina Latini
Membership Committee Substitute Members -
Community - Simon Phipps
Team - Christian Lohmaier, Ilmari Lauhakangas, Florian Effenberger, Sophie Gautier, Hossein Nourikhah, Olivier Hallot, Stephan Ficht
Representation: None
AI everyone: revisit representation statement, now that Gabor is full member
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.
Any updates regarding director affiliations & statements of conflicts of interest for agenda items:
* no changes, current affiliations see election page:
https://elections.documentfoundation.org/2021-board/candidates.html
The public meeting commences at 16:03 UTC / 18:03 Berlin time.
## 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
* any questions? (Thorsten)
* none
2. Status Report, Discuss: Merged developer proposal (tdf-board, Jan
Holesovsky, Paolo Vecchi, 5 mins)
* should the merged proposal be ready
* have a last round of discussion
* if conclusive - vote & budget for it
Otherwise, reevaluate our approach.
References:
* Shared folder with the versions: https://nextcloud.documentfoundation.org/apps/files/?dir=/Shared/Developers&fileid=960049
* thanks to Paolo for providing 2.8 (Jan)
* fine with written legal review to ensure we keep HR rules
* one thing not negotiable for me is that the 1/3 rule in
the ESC wouldn't apply to TDF
* so far applied to every organization in ESC (including TDF)
* not possible TDF to take over ESC, it needs balance between
volunteers, corporate, TDF - ie. balance between all
contributors
* 1/3 rule applies to TDF itself (Paolo)
* is related to statutes and CoI policy
* is not political but technical committee (Jan)
* ESC tries consensus
* and decides from technical point of view
* not ok for me to remove this rule
* ESC as committee has no rules nor CoI policy (Paolo)
* ESC is quite balanced, and of course the 1/3rd rule applies (Thorsten)
* seems we are coming to a final proposal (Paolo)
* have issue with long term outsourcing contracts
* and tenders included in proposal
Emiliano joins 18:16
* order mentoring hours (Jan)
* IIRC was even proposed by TDF staff member
* will produce further version
* board fine and ready to vote? (Thorsten)
* let's spend time next week in Milan
===
* summary:
* status of consent (none, poor, mostly, full):
* next step(s):
3. Status Report, Discuss: Status: LibreOffice in the app stores
(Florian Effenberger, 5 mins)
Status report and various ongoing discussions
* current status & timeline
* app published at app store
* upgrade cycles - how many updates will users get?
* unsolved upgrade cycles (Florian)
* discuss in Milan
* back and forth w Microsoft
* possible to try other channels w MS? (Thorsten)
===
* summary:
* status of consent (none, poor, mostly, full):
* next step(s):
4. Status Report: LibreOffice conference planning (Florian Effenberger, 5 mins)
* planning status conference
* venue & local setups
* sponsors & keynotes
* board and staff and MC meetings
* meeting rooms for Monday and Tuesday confirmed
* venue is ok, signage to arrive on Monday
* program finished and published, keynotes scheduled
* catering is in place
* community dinner:
* location confirmed, drinks done, recipes are finalized
* ingredients and tools to be bought this weekend
* location will be shared during opening session
* list of affordable restaurants in the works, will be shared with participants
* also, guide for reaching hotel and venue will be sent soon
* t-shirt in the works
* 4 sponsors, all invoiced
* main sponsor interviews will be published tomorrow
* template sent to all speakers
* what about remote situation? (Thorsten / Marina)
* Italo travelling, will give update (Florian)
* Corona situation? (Gabor)
* actually no restriction in Italy or to cross italian borders (Florian)
* pretty relaxed actually (Emiliano)
* check with your transportation company bringing you in
* good to have masks and self-tests with you in case of
===
* summary:
* status of consent (none, poor, mostly, full):
* next step(s):
5. Discuss: Updating CoC policy (Cor Nouws, 5 mins)
Apparently we have a proposal for a new CoC policy
* maybe prematured to discuss now (Thorsten)
* ok to have this discussion next week (Cor)
* do with existing CoC committee (Thorsten)
* discuss during LibOCon (Marina)
* first idea to keep less people in the loop
===
* summary:
* status of consent (none, poor, mostly, full):
* next step(s):
6. Discuss, Q&A: Move board-discuss to Discourse (Florian Effenberger,
Thorsten Behrens, 5 mins)
Intro & quick heads-up
* wrt to possible moderation idea to move a few MLs to Discourse (thorsten)
* questions was individuals to be moderated (Florian)
* provide modern approach/tooling
* Sophie/Guilhem to give more detailed information
* generally in favour (Thorsten)
* some stick w emails
* Discourse widely configurable (Emiliano)
* needs some flexibility from the user's side
* define moderators and rules for moderation (Marina)
* moderation now pretty clear (Thorsten)
* actually board can do
* possible to edit your own posts
* not yet on the stage to decide
* interested in technical details
* doc team uses discourse (Jan)
* continue discussion in Milan (Thorsten)
===
* summary:
* status of consent (none, poor, mostly, full):
* next step(s):
7. Discuss: Hearing wrt LOOL/COOL CoI for Paolo (Paolo Vecchi, 15 mins)
* Paolo asked internally whether to discuss CoI topic in public (Thorsten)
* back and forth, will leave it to the board
* matter is public, nothing to hide, let's continue in public (Paolo)
* fear unsolved accusation that stands in public
* will be brief
* documents just shared shortly before the call (Thorsten)
* agenda says it's private
* Paolo wrote he will send material before (Cor)
* hands raised:discuss in public
* discussion about LibreOffice and Collabora Online (Thorsten)
* concerns and suspicions of CoI raised left and right
* board majority indicated private interest for Paolo and companies in LOOL and COOL
* Paolo has a right to be heard
* wrote document, shared not long ago (Paolo)
* don't expect conclusion tonight
* big surprise to be accused of CoI wrt. LOOL
* don't stay away from scrutiny
* good to test processes, procedures and board understand CoI from statutes and policy
* asked several questions
* Cor was the only one to reply
* missed background information, e.g. was it a vote or not, who participated
* Emiliano confirmed official board vote, confirms doubts
* fiduciary duties
* Laszlo, did you read evidence? (Paolo)
* Yes, I checked it (Laszlo)
* was a vote, answered some more about it
* even if was past, origin from a lot of things
* pointed out it's better to be polite on board-discuss
* Gabor, did you read the evidence? (Paolo)
* Two kind of information in link shared by Thorsten, differs to your company's website, seems to contain previous information e.g. hosting groupware (Gabor)
* Did you check UK company house? (Paolo)
* I think I have checked (Gabor)
* company nontrading since 2020, dissolved since 2021 (Paolo)
* website not updated since 2018, stopped trading with Omnis Systems since 2018/2019
* board members vote on something without validating information (Paolo)
* fiduciary duties, legal responsibilities
* should have talked to me before excluding me as per CoI policy
* dissolved company's website live for so long not a good look (Thorsten)
* board found websites, companies mentioned in profiles on TDF board which seems recent (Cor)
* no, is from previous elections (Paolo)
* asking Mike Saunders to update bio
* CoI dates back to two years (Thorsten)
* CoI policy retroactive? (Paolo)
* have to work together in a board or team (Cor)
* no need to check every detail, that would be impossible
* information provided is wrong (Paolo)
* should have been double checked
* tons of details five minutes to the call (Thorsten)
* just fighting procedures and details (Cor)
* want to look at facts as presented - rest is just distracting
* indications of personal interest (Thorsten)
* hearing is to have you in a position to explain
* not as it should be, should have written me (Paolo)
* board makes up its mind by voting (Thorsten)
* need to look into fiduciary duties big time (Paolo)
* cannot vote on something ignoring the evidence
* hiding a dissolved company and did not take website down (Thorsten)
* company house shows company as dissolved since 2021 (Paolo)
* glad Paolo found time for reply (Cor)
* speechless how this public hearing is going on, not acceptible - board can't act like this (Marina)
* fighting and harming each other, this is embarrasing
* not a good idea to have discussion in public (Thorsten)
* disagree (Marina)
* suggest custom meeting with everyone in the loop
* should have happened board-only (Thorsten)
* everyone read material Paolo was sharing
* possibly to conclude at LibOCon, personally have no time before
===
* summary:
* status of consent (none, poor, mostly, full):
* next step(s):
Public call ends at 17:06 UTC / 19:06 Berlin time
### Private Part
11. Status Report: Hiring QA analyst (Florian Effenberger, Gabor
Kelemen, 5 mins)
Reason for privacy: HR, tax and legal topics.
The private meeting ends at 17:21 UTC / 19:21 Berlin time.
Thorsten Behrens (Session chair)
Stephan Ficht (Keeper of the minutes)