Board of Directors Meeting 2023-03-06

The Document Foundation
Board of Directors Meeting 2023-03-06
Meeting Minutes

Location: Jitsi

Session chair: Thorsten Behrens
Keeper of the minutes: Stephan Ficht

In the meeting:
    Board Members - Thorsten, Paolo, Gabor, Cor, Emiliano, Laszlo
    Board Deputy Members - Gabriel
    Membership Committee Members - Marina, Gustavo, Gabriele, Uwe
    Membership Committee Substitute Members - Shinji
    Community - Andreas
    Team - Florian, Sophie, Stephan, Guilhem, Stéphane, Olivier

Representation: Gabriel for Ayhan

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.

Recurring item: Publication of previous board minutes
  * board-discuss
  * tdf-members
  * wiki page for minutes
  * wiki page for decisions
  * private minutes to the MC

Any updates regarding director affiliations and substantial interests:
* no changes, current affiliations see election page:
* Gabor and Thorsten notify the board of trustees of allotropia's
   partnership with Collabora, through which they now fund part of
   our development work

Would any of the directors present need to declare an interest, for any of the listed agenda items?
* 1.
* 2.
* 3.
* 4.
* 5. Thorsten, Cor, Gabor
* 6.
* 7.
* 8.
* 9.

The public meeting commences at 17:04 UTC / 18:04 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

* Community members ask for travel refunds, but we have no budget - what to do? (Sophie)
   * Let's carry-over previous year's budget? (Thorsten)
   * Should be between 20-40k €, can look up exact number (Florian)
   * No objections

* any further questions? (Thorsten)
* working for next edition of Latam (Gustavo)
  * started to work on agenda
  * question about the budget
  * need time to decide things
  * when is decision to be taken wrt budget
  * this month?
  * Sophie answered patially
* when does the event happen? (Cor)
* ~ Aug in Guadaljara (Gustavo)
  * may change
  * need guarantee to run event
* very likely to find the money (Thorsten)
  * AI: to decide in March
  * run vote on this
  * follow up on initial email
  * have to run the budget before

2. Status Report: Organize next in-person BoD meeting (Gabor Kelemen,
    Florian Effenberger, 5 mins)

    Proposal: Gabor would like to organize the next in-person BoD
    meeting to make progress on various legal/budget/etc. issues
    sometime between April-June in Budapest. Invite interested MC
    members as well, as they have expressed motivation to help; also
    for a bit of transparency. Location would be Budapest, one or the
    other co-working space.

    Questions to discuss: what would be some potentially important
    topics and their deadlines? We can then choose an exact date a bit
    before those.

    Potential result: timely resolution of urgent, important issues
    where external factors put us into time pressure.

    Status from last call: Gabor setup a poll with Florian (with
    weekends that work locally)

* poll is set up (Florian)
   * happy to share with MC as well
   * Gabor to quickly cross-check if all poll dates are ok
* will look soonly in possible venues (Gabor)

3. Discuss: Discuss formalizing board fiduciary duties (Paolo Vecchi, 5 mins)

    Board members have fiduciary duties towards the foundation.

    This document is a draft, how directors would ideally act in the
    discharge of their roles and duties:
    Public link to documents:

    This documents contains more info and examples that TDF might
    consider adopting:

    The discussion, progress and results should be shared in public.

* rediscuss properly to implement (Paolo)
  * new members must understand what fiduciary duties are and follow them
  * recent events pushed me to promote them again
  * folder shared w all elements present
  * standardize set of fiduciary duties
* issues w links shared (Cor)
* seems to be fixed (Paolo)
  * board aware of WIP
  * time to implement it
  * perhaps take example wrt to other foundation
  * provide active participation of the staff in board meetings to improve
  * transparency, accountability and improve trust.
* good to consider, as TDF is growing and formalizing things (Thorsten)
  * had the last, and this board working on a number of policies, also
    with support from MC (Thorsten)
  * but: offensive that board members should somehow not be aware of
    their fiduciary duties
  * rejects the notion this is the case - also expectations and
    processes are part of the (in particular new board) onboarding
    procedures (Thorsten)
  * for the proposal: probably not all people found time to check
  * and relative to other important _and_ urgent things - this is now
    2nd tier
  * lets review & discuss, if necessary internally
  * all directors, please do have a look to these docs in the folder
* Some didn't notice that we are having a governance review (Paolo)
  * the the board did not discuss a vote that went from a CoC and communication review to a full governance review
  * board members seem not to have realise that there has been a massive change of scope
  * Interviewer from contracting company stated fiduciary duties is a normal thing and every board should have them clearly defined but we don't.
  * glad to see that Paolo sees benefit in the communication review process now (Thorsten)

The public meeting ends at 17:26 UTC / 18:26 Berlin time

### Private Part

MC remain in the meeting

4. Vote, Discuss: Discussion and budget for developer roles (Florian Effenberger, 5 mins)
    Reason for privacy: HR topics

    Florian to update the board on recent progress, possibly decide on
    concrete hirings

5. Status Report, Discuss: Improve tendering process (tdf-board, 10 mins)
    Reason for privacy: legal topics

6. Status Report, Discuss: TDF 2023 Budget Planning (tdf-board, 15 mins)
    Reason for privacy: legal & tax topics

    Update on budget, new items, continue planning from FOSDEM in-
    person meeting

7. Status Report: Leftover Brussels items (Florian Effenberger, Thorsten Behrens, 5 mins)
    Reason for privacy: legal topics

8. Vote: Next steps legal ToDo items (Paolo Vecchi, 5 mins)
    Reason for privacy: legal topics

9. Discuss: Last minute item(s) (tdf-board, 5 mins)
    Rationale: if there is time left, and anything is popping up after
    sending the agenda

The private meeting ends at 19:06 UTC / 20:06 Berlin time.

Thorsten Behrens (Session chair)
Stephan Ficht (Keeper of the minutes)