Board of Directors Meeting 2022-10-17

Board Discuss
#1

The Document Foundation
Board of Directors Meeting 2022-10-17
Meeting Minutes

Location: Jitsi

Session chair: Thorsten Behrens
Keeper of the minutes: Florian Effenberger

In the meeting:
    Board Members - Thorsten Behrens, Cor Nouws, Paolo Vecchi, Laszlo Nemeth, Gabor Kelemen, Jan Holesovsky (from 16:06 UTC/18:06 Berlin on), Emiliano Vavassori (from 16:09 UTC/18:09 Berlin on)
    Board Deputy Members - Gabriel Masei
    Membership Committee Members - Uwe Altmann
    Membership Committee Substitute Members -
    Community - Simon Phipps, "Harold", "Pk", "Member", "Fellow Jitster"
    Team - Florian Effenberger, Ilmari Lauhakangas, Sophie Gautier, Guilhem Moulin, Olivier Hallot

Representation: None

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?
* no changes, current affiliations see election page:
   https://elections.documentfoundation.org/2021-board/candidates.html

Would any of the directors present need to declare an interest, for any of the listed agenda items?
* Thorsten/Gabor: item 3, Windows Store (as former vendor of LibreOffice
   Vanilla there)
* Cor/Kendy: item 3, Apple Store (depending or where discussion goes)

The public meeting commences at 16:03 UTC / 18:03 Berlin time.

### 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

    * None from the community
    * Received CoI statement 10 mins before call, no legal items mentioned, asks to have in public (Paolo)
    * item has 5 mins, might have other business today, packed agenda - discuss today? (Thorsten)
    * suggest to have it another public or private meeting, deserves more than 5 mins (Cor)

2. Discuss: Progress Strategy - using LibOCon discussion result and
    combining with Survey results (Cor Nouws, 15 mins)
Folder: https://nextcloud.documentfoundation.org/f/1129829
File: https://nextcloud.documentfoundation.org/f/1129830

    * status report & next steps
    * important to talk about how to organize this in a smart way
    * discussed in Berlin, had ~20 items (Cor)
      * Milan workshop showed community voice for priorities, report shared by Uwe, now sent to tdf-internal, quick summary:
      * several categories
        * important and urgent, board's agenda:
         - double # of devs;
         - significant increase of non-EU contributors and entities;
         - two more companies into ecosystem
        * important, but not urgent - have mentor
         - various items
        * not urgent, but urgent - delegation
         - various items

* proposal to setup working group for the four important items and move forward (Thorsten)
    * anyone raises hands directly?
      * raising for #5, #6 (Thorsten)
      * volunteer for #1 and #3 (Cor)
      * interested in raising number of devs (Gabor)
* should not be board-only, but as many people as possible (Thorsten)
* holding the pen here (Cor), nagging people :wink:
    * make sure around all items either
      - teams start to work (board+members)
      - mentoring/delegation is taken care for.

( Note: the three sections and items they hold)
  ** Important and urgent (the BoD agenda)
     * double number of developers
     * significantly increase contributions from non-EU communities & entities
     * in 2 years, get two additional companies into the ecosystem
     * (be the largest FLOSS community in the world, without major conflicts anymore – (ranked close to this segment)
     ( For each of these: a card, names, a plan... )

   ** Important, but not urgent (mentor needed)
     * have 10% of project budget decided/voted on by members
     * substantially increase diversity in the project
     * (have teaching LibreOffice programming & coding details be university / computer science subject – (ranked close to this segment)
     ( For each of these: (if not already done): a card, a mentor, ... )

   ** Not that Important, but urgent (to delegate immediately)
     * direct democracy implemented via decidim
     * catch up with the industry (to be good and be seen)
     * move away from desktop-only
     * be fully interoperable
     * be the largest FLOSS community in the world, without major conflicts anymore
     ( For each of these: (if not already done): a card, an ‘external’ owner, ...)

3. Status Report, Discuss: Status: LibreOffice in the app stores
    (Florian Effenberger, 5 mins)

    Status report and various ongoing discussions
    * current status & timeline
      * live in Apple app store since early September
      * Windows App Store 64 bit approved, 32 bit pending - plan is to go
        live this week
    * revenues from last month
      * Impressions: 227,900
      * Page Views: 18,230
      * Conversion Rate: 1.53%
      * Units Sold: 1,970
      * Estimated Proceeds: € 9.500
      * Proceeds per Paying User: € 5,59
    * upgrade cycles - how many updates will users get?
      * messaging: paying for convenience/"donation" (Thorsten, Paolo)
      * no lifetime updates, what's a reasonable time for updates?
      * avoid shipping .0 - we should start with .3 or .4 for the shop,
        template should be process we use for updater across versions
        (Thorsten)
      * should ask Cloph about workload, ai cloph to work out a proposal,
        which update regime with roughly one year of updates (regardless
        of purchasing time) could work
      * one year of updates seems reasonable
      * vouchers do not scale, creating internal, staggered releases
        on the stores might do (to group users together, so timings for
        EOL can be ~independent from purchasing dates)
      * Apple has severe limits on # of vouchers (Florian)

4. Vote, Discuss: Move board-discuss to Discourse (Florian
    Effenberger, Thorsten Behrens, 5 mins)

    * discuss remaining question
    * decide on moving ahead or not?
    * ai tdf-board please ask participants on board-discuss, how they
      feel about it?
    * ai thorsten share link to demo setup again
    * quick show of hand had 4 in favour, remaining board undecided ->
      let's not rush it

  CoI not discussed today, after unanimous agreement.

I will simply reply to the various errors and misleading answers contained in the reply to my defence and then let the board do what they want with it. (Paolo)

The public meeting ends at 16:52 UTC / 18:52 Berlin time.

Thorsten Behrens (Session chair)
Florian Effenberger (Keeper of the minutes)

#2

Hi all,

The Document Foundation
Board of Directors Meeting 2022-10-17
Meeting Minutes

Date: 2022-10-17
Location: Jitsi

Session chair: Thorsten Behrens
Keeper of the minutes: Florian Effenberger

In the meeting:
   Board Members - Thorsten Behrens, Cor Nouws, Paolo Vecchi, Laszlo
Nemeth, Gabor Kelemen, Jan Holesovsky (from 16:06 UTC/18:06 Berlin
on), Emiliano Vavassori (from 16:09 UTC/18:09 Berlin on)
   Board Deputy Members - Gabriel Masei
   Membership Committee Members - Uwe Altmann
   Membership Committee Substitute Members -
   Community - Simon Phipps, "Harold", "Pk", "Member", "Fellow Jitster"
   Team - Florian Effenberger, Ilmari Lauhakangas, Sophie Gautier,
Guilhem Moulin, Olivier Hallot
(...)

Would any of the directors present need to declare an interest, for
any of the listed agenda items?
* Thorsten/Gabor: item 3, Windows Store (as former vendor of LibreOffice
  Vanilla there)
* Cor/Kendy: item 3, Apple Store (depending or where discussion goes)

(...)

3. Status Report, Discuss: Status: LibreOffice in the app stores
   (Florian Effenberger, 5 mins)

Status report and various ongoing discussions
   * current status & timeline
     * live in Apple app store since early September
     * Windows App Store 64 bit approved, 32 bit pending - plan is to go
       live this week
   * revenues from last month
     * Impressions: 227,900
     * Page Views: 18,230
     * Conversion Rate: 1.53%
     * Units Sold: 1,970
     * Estimated Proceeds: € 9.500
     * Proceeds per Paying User: € 5,59
   * upgrade cycles - how many updates will users get?
     * messaging: paying for convenience/"donation" (Thorsten, Paolo)
     * no lifetime updates, what's a reasonable time for updates?
     * avoid shipping .0 - we should start with .3 or .4 for the shop,
       template should be process we use for updater across versions
       (Thorsten)
     * should ask Cloph about workload, ai cloph to work out a proposal,
       which update regime with roughly one year of updates (regardless
       of purchasing time) could work
     * one year of updates seems reasonable
     * vouchers do not scale, creating internal, staggered releases
       on the stores might do (to group users together, so timings for
       EOL can be ~independent from purchasing dates)
     * Apple has severe limits on # of vouchers (Florian)

if I read the minutes correctly there are four board members with a CoI,
because they provided or were involved in providing LibreOffice in the
app stores within their company / brand.

I don't see that this members with a CoI left the meeting before topic 3
was discussed and decided on.

It looks to me as if this four directors offended the rules they have
decided to follow. It would then be interesting for the community to
hear why they have not left the meeting for topic 3.

Regards,
Andreas

#3

Hi!

On Fri, Oct 21, 2022 at 1:54 PM Andreas Mantke <maand@gmx.de> wrote:

if I read the minutes correctly there are four board members with a CoI,
because they provided or were involved in providing LibreOffice in the
app stores within their company / brand.

No, you do not read the minutes correctly. No-one declared a conflict of interests. The directors involved declared an interest, but did not feel that it was in conflict with their duties as directors and consequently there was no conflict of interest. This is the same approach the European Commission takes to the presence of interested parties in meetings

I don’t see that this members with a CoI left the meeting before topic 3
was discussed and decided on.

That’s because no-one had a conflict of interests in the matters considered.

It looks to me as if this four directors offended the rules they have
decided to follow. It would then be interesting for the community to
hear why they have not left the meeting for topic 3.

No, you are wrong in four ways. First, there was no conflict between any declared interest and the matters discussed. Second, even if there had been, it would not be a reason for a person to remove themselves from a meeting as this is only necessary when the conflict relates to the information shared (for example the identity of suppliers). Third, the meeting was open to all members so anyone concerned was free to attend, as I did. And fourth, no directors are representing their employers in these meetings, they are the elected representatives of the trustees.

We need to be exceptionally careful not to imply directors or former directors are committing a breach of trust. There has been far too much of that kind of allegation and it appears to have almost all been based on misunderstandings of the terms used.

Cheers

Simon

#4

Hi all,

Hi!

    if I read the minutes correctly there are four board members with
    a CoI,
    because they provided or were involved in providing LibreOffice in the
    app stores within their company / brand.

No, you do not read the minutes correctly. No-one declared a conflict
of interests. The directors involved declared an interest, but did not
feel that it was in conflict with their duties as directors and
consequently there was no conflict of interest. This is the same
approach the European Commission takes to the presence of interested
parties in meetings

we are not at the Commission but at TDF!

The members declared an interest in the app store topic and thus has a
possible Conflict of _Interest_ (CoI)

And at TDF it is only necessary to have a _possible_ CoI.

    I don't see that this members with a CoI left the meeting before
    topic 3
    was discussed and decided on.

That's because no-one had a conflict of interests in the matters
considered.

Sorry, but this statement is wrong (see above).

    It looks to me as if this four directors offended the rules they have
    decided to follow. It would then be interesting for the community to
    hear why they have not left the meeting for topic 3.

No, you are wrong in four ways. First, there was no conflict between
any declared interest and the matters discussed. Second, even if there
had been, it would not be a reason for a person to remove themselves
from a meeting as this is only necessary when the conflict relates to
the information shared (for example the identity of suppliers). Third,
the meeting was open to all members so anyone concerned was free to
attend, as I did. And fourth, no directors are representing their
employers in these meetings, they are the elected representatives of
the trustees.

I think it would be best to reconsider this statements carefully. The
board members are staff / partner / owner of parties with an interest in
this topic too and thus should follow the rules they have voted on.

Regards,
Andreas

#5

Hi all,

On 21/10/2022 15:34, Andreas Mantke wrote:

Hi all,

Am 21.10.22 um 15:18 schrieb Simon Phipps:

Hi!

On Fri, Oct 21, 2022 at 1:54 PM Andreas Mantke maand@gmx.de wrote:

if I read the minutes correctly there are four board members with
a CoI,
because they provided or were involved in providing LibreOffice in the
app stores within their company / brand.

No, you do not read the minutes correctly. No-one declared a conflict
of interests. The directors involved declared an interest, but did not
feel that it was in conflict with their duties as directors and
consequently there was no conflict of interest. This is the same
approach the European Commission takes to the presence of interested
parties in meetings

we are not at the Commission but at TDF!

In this case the European Commission is actually providing an excellent example on how directors should behave (thanks Simon):

https://eur-lex.europa.eu/legal-content/EN/TXT/?qid=1555073876165&uri=CELEX:32018D0221(02)#d1e270-7-1

“6. Members shall avoid any situation which may give rise to a conflict of interest or which may reasonably be perceived as such. A conflict of interest arises where a personal interest may influence the independent performance of their duties. Personal interests include, but are not limited to, any potential benefit or advantage to Members themselves, their spouses, partners (9) or direct family members.”

As members of the board are affiliated with organisations active in the app stores, would that create a perceived conflict of interest while taking decisions for TDF in relation to the same subject?

One may argue that some directors are very good at switching hats but some would perceive that decisions might be anyway influenced by their day job and corporate mindset to some degrees.

The members declared an interest in the app store topic and thus has a
possible Conflict of Interest (CoI)

And at TDF it is only necessary to have a possible CoI.

If the potential is there then it might create the perception that the CoI is actually there so:

“Members shall recuse themselves from any decision or instruction of a file and from any participation in a discussion, debate or vote in relation to a matter that falls under Article 2(6).”

I agree with Simon that the European Commission makes it very clear how members should behave and we should take that as a further example of what a CoI is, how to recognise it and how to behave if a CoI is perceived.

Members of the board could also keep in mind what their fiduciary duties are to make it even easier to deal with potential and perceived CoIs.

I started putting together some notes so that new members of the board could familiarise themselves with the concept:

https://nextcloud.documentfoundation.org/s/FZKYSkyPZZfty5L

Maybe we should finalise it so that members of all the bodies and committees can check it when unsure about what their basic fiduciary duties are.

Regards,
Andreas

Ciao

Paolo

Agenda for TDF board meeting on Monday, January 8th, 1815 Berlin time (UTC+1)
Agenda for TDF board meeting on Monday, January 8th, 1815 Berlin time (UTC+1)
#6

Hi Andreas, all,

Andreas Mantke wrote:

> if I read the minutes correctly there are four board members
> with a CoI, because they provided or were involved in
> providing LibreOffice in the app stores within their company /
> brand.
>
> No, you do not read the minutes correctly. No-one declared a conflict
> of interests. The directors involved declared an interest, but did not
> feel that it was in conflict with their duties as directors and
> consequently there was no conflict of interest.

That is indeed what happened.

People in the meeting will have noticed, that there was in fact
consensus on how to proceed with the app stores. Hardly an indication
of diverging (or conflicting) interests.

Cheers,

-- Thorsten

#7

Hi Thorsten, hi all,

Hi Andreas, all,

Andreas Mantke wrote:

     if I read the minutes correctly there are four board members
     with a CoI, because they provided or were involved in
     providing LibreOffice in the app stores within their company /
     brand.

No, you do not read the minutes correctly. No-one declared a conflict
of interests. The directors involved declared an interest, but did not
feel that it was in conflict with their duties as directors and
consequently there was no conflict of interest.

That is indeed what happened.

People in the meeting will have noticed, that there was in fact
consensus on how to proceed with the app stores. Hardly an indication
of diverging (or conflicting) interests.

I'd expect you to read the document from the European Commission, linked
in the mail from Paolo Vecchi in this thread.

Then you'll find out that CoI is not about postmortem but it is a policy
in front of a discussion/decision/process. It is also sufficient that
are a _possible_ CoI on a topic.
Thus it is nonessential what was the outcome of the discussion/talk
(because this is postmortem).
If there is only the chance of a _possible_ CoI in front of a
discussion/decision/process the ones with such a possible CoI has to
leave the meeting (You could get that really clear from the above
European Commission document).

Regards,
Andreas

#8

Hi!

On Sat, Oct 22, 2022 at 5:50 PM Andreas Mantke <maand@gmx.de> wrote:

If there is only the chance of a possible CoI in front of a
discussion/decision/process the ones with such a possible CoI has to
leave the meeting (You could get that really clear from the above
European Commission document).

All the directors present in the meeting gave useful information relating to their interests, which everyone present took into account. They each personally judged that they did not cause an actual or apparent conflict. There was no indication of any conflict with the business of the meeting arising from those interests (for example, Thorsten’s “interest” was having published LibreOffice Vanilla on behalf of the Foundation in the past). The business of the meeting proceeded and consensus was reached. This is the normal way business is conducted everywhere.

Taking the position you are describing would lead to obviously unreasonable outcomes for a community such as ours. For example (and to get away from the usual suspects), as the owner of a successful cloud hosting business that apparently deploys NextCloud and OwnCloud for clients, using your logic Paolo Vecchi should have removed himself from any and all conversations about LibreOffice Online and take no part in any future discussion about them, as he clearly has a related interest. I am not expecting that; are you?

We are a community-of-interest and we can expect many people to have interests to declare in our work - and not just arising from employment. The Board needs to know and understand each director’s interest, and directors need to make realistic and honest decisions about when they are unable to participate due to an actual conflict. It is a decision for each individual and we have to trust each other that is being made.

It is inappropriate and harrassing for people to continually raise the subject. Accusations of breach of trust (which means alleging either a failure to disclose an interest or persisting in a decision process in spite of an unresolved conflict of declared interests) are very serious and should be the rare exception, not the constantly-repeated refrain of every meeting as they are now. It really is time for this to stop - it undermines trust and poisons discussion.

I work in this subject area fairly often and I wrote an informal article a while ago on the subject that may help; see https://minkiver.se/~/WebminkInDraft/Trusting-Charity-Directors

Cheers

Simon

–

#9

Hi all,

Hi!

    If there is only the chance of a _possible_ CoI in front of a
    discussion/decision/process the ones with such a possible CoI has to
    leave the meeting (You could get that really clear from the above
    European Commission document).

All the directors present in the meeting gave useful information
relating to their interests, which everyone present took into account.
They each personally judged that they did not cause an actual or
apparent conflict. There was no indication of any conflict with the
business of the meeting arising from those interests (for example,
Thorsten's "interest" was having published LibreOffice Vanilla on
behalf of the Foundation in the past). The business of the meeting
proceeded and consensus was reached. This is the normal way business
is conducted everywhere.

Taking the position you are describing would lead to
obviously unreasonable outcomes for a community such as ours.  For
example (and to get away from the usual suspects), as the owner of a
successful cloud hosting business that apparently deploys NextCloud
and OwnCloud for clients, using your logic Paolo Vecchi should have
removed himself from any and all conversations about LibreOffice
Online and take no part in any future discussion about them, as he
clearly has a related interest. I am not expecting that; are you?

We are a community-of-interest and we can expect many people to have
interests to declare in our work - and not just arising from
employment. The Board needs to know and understand each director's
interest, and directors need to make realistic and honest decisions
about when they are unable to participate due to an actual conflict.
It is a decision for each individual and we have to trust each other
that is being made.

It is inappropriate and harrassing for people to continually raise the
subject. Accusations of breach of trust (which means alleging either a
failure to disclose an interest or persisting in a decision process in
spite of an unresolved conflict of declared interests) are very
serious and should be the rare exception, not the constantly-repeated
refrain of every meeting as they are now. It really is time for this
to stop - it undermines trust and poisons discussion.

I work in this subject area fairly often and I wrote an informal
article a while ago on the subject that may help; see
https://minkiver.se/~/WebminkInDraft/Trusting-Charity-Directors

it would help much more to read through the document from the European
Commission, which was linked in the mail from Paolo in this thread.

Regards,
Andreas

#10

Hi *,

Andreas Mantke wrote:

it would help much more to read through the document from the European
Commission, which was linked in the mail from Paolo in this thread.

We are a free software community, not a supranational, state-like
entity like the EU.

I would prefer we return to a sense of proportion & pragmatism, rather
than arguing arcane cases (again, there wasn't even a disagreement in
the meeting, so I _really_ wonder what this is all about).

Cheers,

-- Thorsten

#11

Hi all,

Simon said that he blocks my emails so his answer unfortunately misses some, I believe, easy to understand concepts I tried to explain previously.
It would be great if someone notified him about potentially useful information so that we don’t have to go around in circles stating the same things again.

On 22/10/2022 19:36, Simon Phipps wrote:

Hi!

On Sat, Oct 22, 2022 at 5:50 PM Andreas Mantke <maand@gmx.de> wrote:

If there is only the chance of a possible CoI in front of a
discussion/decision/process the ones with such a possible CoI has to
leave the meeting (You could get that really clear from the above
European Commission document).

All the directors present in the meeting gave useful information relating to their interests, which everyone present took into account.

I actually had to remind some to think harder about their personal interests and finally a half declaration came out also from them.

They each personally judged that they did not cause an actual or apparent conflict.

Unfortunately the chairman forgot to check also for personal interests related to LOOL/COOL as the investigation about personal interests on LOOL was in the agenda and apparently none of the board member personally judged that being affiliated with the vendor of LOOL’s fork or a reseller of it could lead to an actual or perceived conflict.

There was no indication of any conflict with the business of the meeting arising from those interests (for example, Thorsten’s “interest” was having published LibreOffice Vanilla on behalf of the Foundation in the past).

The rebranded app is still there but we have been told that his company is not selling it at present.
Both Cor and Jan declared an interest, after being pushed for it, only in relation to the Apple store but failed to do the same for the Microsoft store.

The business of the meeting proceeded and consensus was reached. This is the normal way business is conducted everywhere.

It seems others remove actual and perceived CoIs more transparently and efficiently:

https://listarchives.documentfoundation.org/www/board-discuss/2022/msg01015.html

Taking the position you are describing would lead to obviously unreasonable outcomes for a community such as ours. For example (and to get away from the usual suspects), as the owner of a successful cloud hosting business that apparently deploys NextCloud and OwnCloud for clients, using your logic Paolo Vecchi should have removed himself from any and all conversations about LibreOffice Online and take no part in any future discussion about them, as he clearly has a related interest. I am not expecting that; are you?

Why do you make it look like you don’t know I’m actually under investigation for potential personal interests in regards to LibreOffice Online?
You even supported our chairman in censoring me and remove my right to be heard in public:

https://listarchives.documentfoundation.org/www/board-discuss/2022/msg01007.html

I agree that it was appalling to see the chairman imposing a censorship on the discussion and wanting to deal with it in secret.
Our chairman falsely stated that there were legal element in the board reply to my defence while there were clearly none and that’s not a behaviour we expect from a chairman.

Some might have the impression that this is a retaliatory action against my demands for transparency and clear interest declarations from board members but I welcome the investigation as it has at least opened up the discussion.

It would be great to actually investigate all directors in public and clarify what personal interests could become conflicts of interest so that we clear out all doubts.

We are a community-of-interest and we can expect many people to have interests to declare in our work - and not just arising from employment.

Yes that’s correct and in some cases people have to choose between a personal interest or a job as it happens in some institutions.

The Board needs to know and understand each director’s interest, and directors need to make realistic and honest decisions about when they are unable to participate due to an actual conflict

That’s what the whole process of writing a CoI Policy was also about. Article 8 of our statutes has always been there, some stated that they always worked as if we already had a CoI Policy, but it seems some didn’t have a clear idea of how to recognise when their actions and decision would be perceived as being tainted by a conflict of interest.

It is a decision for each individual and we have to trust each other that is being made.

Actually, no.

Trust is OK but verifying is better IMHO.

As a director I have fiduciary duties and liabilities so I hope you don’t mind if I choose who I want to trust and base my decisions on information supported by evidence.

IIRC in the past a director had to apologise to the members for taking for granted what a deputy director told him (tdf-internal 16/03/2020 as a reminder but it’s public knowledge) so it’s better to check things out properly.

So it’s clear that now that the rules are getting clearer that if someone forgets to list their personal interests then he/she has to be reminded about it.

It is inappropriate and harrassing for people to continually raise the subject. Accusations of breach of trust (which means alleging either a failure to disclose an interest or persisting in a decision process in spite of an unresolved conflict of declared interests) are very serious and should be the rare exception, not the constantly-repeated refrain of every meeting as they are now. It really is time for this to stop - it undermines trust and poisons discussion.

Should I then complain publicly that I feel harassed because I’m being investigated?

I found it silly at the beginning as I wondered how I could have a CoI in regards to LOOL but it has been a very good opportunity to bring the issue back on the table.
That allowed me to get also other directors to learn how to declare their interests and, hopefully in future, to act accordingly. It seems we are at the very beginning of the process but I expect improvements, proper declarations and recusals in regards to each item being discussed.

What still needs to be clarified is the temporal applicability of the CoI Policy.

The common understanding is that a Policy applies from the date it is enacted but our chairman set a precedent with the investigation he’s leading by using a personal interests declaration I sent to the board the 04/08/2020, which IIRC is the only one ever made by a member of the board, while the CoI Policy for the BoD has been published a year later.

The chairman is aware of the issue but decided to carry on regardless.
I don’t mind if this is going to be accepted as the new rule and I’m sure nobody will feel harassed if their past votes or influences on decisions will be evaluated to remove doubts about potential overlapping loyalties and/or personal interests. As the ongoing investigation is related to past actions of a deputy director I guess that re-evaluations should not be limited to directors.

I work in this subject area fairly often and I wrote an informal article a while ago on the subject that may help; see https://minkiver.se/~/WebminkInDraft/Trusting-Charity-Directors

I read the article with attention and I found it misleading as it is only marginally applicable to a foundation that is regulated by German charitable laws and it omits clear responsibility and liability that directors have to respond to.

I’m not familiar with the laws regulating “US 501(c)(3) organisations”, which are those that are taken in consideration in the article, so I did a bit of research and found interesting articles showing that also in the US being a director of a foundation requires much more than sending out a +1 every so often based on trusting that the chairman or a fellow member of the board did their homework.

If you want to mention how US 501(c)(3) organisations are run then you should take in consideration other aspects:

https://www.lorman.com/resources/501-c-3-organizations-role-of-the-board-and-fiduciary-duties-17369

I’m sure it would be a lot easier for directors to trust each others and for the members to trust the board if we carried on with the work I started in regards to adding clear and easy to understand fiduciary duties to our RoP and get all directors and deputies to stick to them:

https://nextcloud.documentfoundation.org/s/FZKYSkyPZZfty5L

The article mentioned above contains additional useful information which could help directors in doing their job better and make sure they are aligned not only with the various regulations but also to avoid doubts about whose interests they are promoting.

Cheers

Simon

–

Simon Phipps

TDF Trustee

Ciao

Paolo

Agenda for TDF board meeting on Monday, January 8th, 1815 Berlin time (UTC+1)
#12

Hi all,

Hi *,

Andreas Mantke wrote:

it would help much more to read through the document from the European
Commission, which was linked in the mail from Paolo in this thread.

We are a free software community, not a supranational, state-like
entity like the EU.

A free software community is regulated by policies and internal regulations, TDF is a legal entity regulated by laws .

I would prefer we return to a sense of proportion & pragmatism, rather
than arguing arcane cases (again, there wasn't even a disagreement in
the meeting, so I _really_ wonder what this is all about).

There actually were disagreements as I've been denied the right of a public hearing related.

The example reported about the EC CoI rules and procedures isn't that different from ours but they apply them consistently so it isn't an arcane case at all.

It would be great to finally discussing constructively this kind of issues in public instead of dismissing them like that making progress much longer than needed.

Cheers,

-- Thorsten

Ciao

Paolo

Impressum (Legal Info) | Datenschutzerklärung (Privacy Policy)   Content on this site is licensed under a Creative Commons Attribution Share Alike 3.0 license.