Board of Directors Meeting 2023-03-20

Board Discuss
#1

The Document Foundation
Board of Directors Meeting 2023-03-20
Meeting Minutes

Location: Jitsi

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

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

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.

***** Someone to start recording via Chrome *****

Recurring item: Publication of previous board min
utes
  * 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:
   https://elections.documentfoundation.org/2021-board/candidates.html
* 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, Gabor
* 6. Thorsten, Gabor
* 7. Thorsten, Gabor
* 8.
* 9.

The public meeting commences at 17:00 UTC / 18:00 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

* some discussion on the recent decision to record board meetings
   (privately)
* not ideal to have this discussion now - there was a public vote
   (Thorsten)
* recording was stopped after request from Stephan
* let's have the announcement that board meetings are recorded in the
   meeting / agenda email, starting next call
   * AI Thorsten add to agenda template
* What has been your most important personal achievements in the interest of the foundation since you took over as chairman around one year ago? (Stephan)
   * running board in a difficult time, getting decisions made (Thorsten)
* what's the relevance of raising this right now? (Cor)
* if there's concerns - perhaps ask directly or 1:1? (Thorsten)

2. Status Report, Discuss: Update on formalising 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:

    https://nextcloud.documentfoundation.org/f/1235729

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

    https://nextcloud.documentfoundation.org/f/1069321

    Public link for both of the above: https://nextcloud.documentfoundation.org/s/FZKYSkyPZZfty5L

* translates what law says to very simple rules (Paolo)
  * seem to be not much interest
  * feels lack of interest, little feedback
  * why no more interest from the board wrt to these simple rules
  * obvious rules
* there were problems with the links before, now seems to work
   (Thorsten)
  * those things listed are pretty obvious - perhaps that's the reason
    for little feedback so far?
  * board has lived by those (or similar) rules
* helpful for new board members (Paolo)
* put that in the onboarding then (Cor)
  * stuff there is common sense
  * warning: the current draft contradicts the CoI policy in at least one
    place, so needs work (also to keep rulebooks consistent at TDF)
  * contradiction in regulations may raise big problems
* given we're running late - discuss further issues via email?
   (Thorsten)
* can members comment? (Sophie)
* yes of course! (Thorsten)
* Cor and other board members can then contribute in correcting the
   error he spotted and then discuss it with the members via
   email/nextcloud (Paolo)
* much prefers nextcloud over email (better & more structured)
   (Thorsten)

3. Status Report: Move board-discuss [& tdf-members] to Discourse
    (Florian Effenberger, Thorsten Behrens, 5 mins)

    * any remaining question?
    * what's the timeline now?

    Materials:
    * test instance https://communitytest.documentfoundation.org/c/board-discuss/194
    * import options and shortcomings, see
      https://redmine.documentfoundation.org/issues/3567#note-15 to #note-19.

* Announcement sent today: https://listarchives.documentfoundation.org/www/board-discuss/2023/msg00070.html

* agreement was: don't migrate tdf-mebers (Florian)
* was late in this discussion, apologies (Sophie)
* indeed, recollection was to start w. board-discuss (Thorsten)
  * within two weeks
  * tdf-members has intersecting issues with MC tools and SSO
  * let's not block on that
* AI Sophie: clarify board-discuss migration on tdf-members

The public meeting ends at 17:28 UTC / 18:28 Berlin time

### Private Part

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

5. Status Report, Discuss: Improve tendering process (tdf-board, 5 mins)

6. Status Report, Discuss: Next steps legal ToDo items (Paolo Vecchi, 20 mins)

7. Status Report, Discuss: TDF 2023 Budget Planning (tdf-board, 5 mins)

8. Status Report: Leftover Brussels items (Florian Effenberger,
    Thorsten Behrens, 5 mins)

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 18:21 UTC / 19:21 Berlin time.

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

#2

Hi all,

Am 24.03.23 um 09:55 schrieb Florian Effenberger:

The Document Foundation
Board of Directors Meeting 2023-03-20
Meeting Minutes

Date: 2023-03-20
Location: Jitsi

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

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

(…)

The public meeting commences at 17:00 UTC / 18:00 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
    (…)
  • What has been your most important personal achievements in the interest of the foundation since you took over as chairman around one year ago? (Stephan)
  • running board in a difficult time, getting decisions made (Thorsten)

I looked into my personal notes and I missed here an important statement from chair:

  • hmm, wonder if we are already in election mode (Thorsten)

This can be perceived as an attempt intimidation in this context. It
stops the questioner. But it also mirrors the nervousness with getting
such question.

The chair of the meeting seemed not to be able to recognize the impact on the community member (questioner) or he did it on purpose.

Regardless which option apply to his inappropriate behavior, it disqualified him to lead a meeting/board call.

  • what’s the relevance of raising this right now? (Cor)

And then there was this aggressive behavior from another member of the board against a community member. And the chair of the meeting (Thorsten) didn’t stop this behavior, rebuked the attacker or
protected the asking community member.

This confirmed that he is not able to act as a chair of a meeting.

Some members of the board act like a prince in the medieval and treat members of the community as footman and without respect.

I wonder if such behavior is suitable for a chairperson. I like to add that this was not the first time that the current chair of the board act this way during a meeting.

  • if there’s concerns - perhaps ask directly or 1:1? (Thorsten)

This is also incomplete from my personal notes: Thorsten offered also to discuss this topic on the mailing list, if there is serious interest. There is an open thread on the board-discuss list (https://listarchives.documentfoundation.org/www/board-discuss/2023/msg00072.html) but without any answer from the chair.

The statement above from the call is a commonplace but no real answer to the question. Thus currently the chair couldn’t remember any important achievement in the interest of the foundation during his first year.

Regards,
Andreas

#3

Hi all,

The Document Foundation
Board of Directors Meeting 2023-03-20
Meeting Minutes

Date: 2023-03-20
Location: Jitsi

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

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

Representation: Gabriel for Ayhan

(...)

Any updates regarding director affiliations and substantial interests:
* no changes, current affiliations see election page:
https://elections.documentfoundation.org/2021-board/candidates.html
* 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, Gabor
* 6. Thorsten, Gabor
* 7. Thorsten, Gabor
* 8.
* 9.

(...)

### Private Part
(...)

5. Status Report, Discuss: Improve tendering process (tdf-board, 5 mins)

6. Status Report, Discuss: Next steps legal ToDo items (Paolo Vecchi,
20 mins)

7. Status Report, Discuss: TDF 2023 Budget Planning (tdf-board, 5 mins)

Thorsten and Gabor declared a personal interest on the above topics (see
above). I ask if they both attended the call and the discussion during
this three topics of the private part of the meeting. Who lead the
meeting as chair during this three topics?

Further question: why didn't declare Cor also a personal interest about
this three topics?

Regards,
Andreas

#4

Hi Andreas,

7. Status Report, Discuss: TDF 2023 Budget Planning (tdf-board, 5 mins)

Thorsten and Gabor declared a personal interest on the above topics (see
above). I ask if they both attended the call and the discussion during
this three topics of the private part of the meeting. Who lead the
meeting as chair during this three topics?

A personal interest is not a conflict of interest which in general is not a reason to abstain from discussing topics.

Further question: why didn't declare Cor also a personal interest about
this three topics?

Sorry if it is not there. IIRC I said the same applied for me - as is usually the case - so my name should be there in the minutes too.

Cheers,
Cor

Update/Repost: Board of Directors Meeting 2023-03-20
#5

Hi Cor and all,

Hi Andreas,

7. Status Report, Discuss: TDF 2023 Budget Planning (tdf-board, 5 mins)

Thorsten and Gabor declared a personal interest on the above topics (see
above). I ask if they both attended the call and the discussion during
this three topics of the private part of the meeting. Who lead the
meeting as chair during this three topics?

A personal interest is not a conflict of interest which in general is not a reason to abstain from discussing topics.

Just a comment about the last statement as I believe we discussed the matter extensively within the board and also on board discuss:

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

In previous discussions I took as an example the "Code of Conduct for the Members of the European Commission" (not to be confused with our use of Code of Conduct) as IMHO is the standard we should aim at in regard to the first 7 articles.

There we can read (Art. 2(6)): ".... A conflict of interest arises where a personal interest may influence the independent performance of their duties. ..."

and then: "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)."

It is very simple and clear.

Some argued that TDF is not an EU institution but that should not stop us to aim for very high standards in demonstrating independence, objectivity and impartiality when performing our duties.

Taking in consideration the various interests within the community of course a member of the board that has declared a personal interest can put on the table a detailed proposal but then he/she should stay completely out of of the discussion and refrain from influencing in any way the decision process.

I presume it is common knowledge that a conflict of interests isn't confirmed only when directors with a personal interest cast their vote, the perceived/actual conflict of interests materialises also along the whole decision process if the directors influence the process and other non conflicted members.

Just like a supplier, after having presented a quote for services/products then only those that have no personal interests on the matter should be present and discuss the merits of the proposal and ask questions if necessary.

If the "supplier" has reasons to object on the decision then naturally the non conflicted members will would discuss the merits of the objections separately.

It might seem convoluted but that's, IMHO, a good way to have all the opinions heard while taking decisions in an independent, impartial and objective way which shouldn't lead to perceived or actual conflict of interests.

Those that still don't have made their mind up in regards to what conflict of interests are, and how affect also the private sector, will find this document very useful:

https://www.agence-francaise-anticorruption.gouv.fr/files/files/AFA_Guide_conflits%20interets_EN_juin%202022.pdf

It contains quite a few examples/definitions which could help us in having a common understanding of personal interests, conflict of interests and how to deal with them leading by example from within the board.

Dealing with perceived conflict of interests is a team effort:
"Importantly, a conflict of interest exists even where the conflict in question is merely apparent, since the individual in question is neither required nor expected to be able to judge situations in which they are involved with an impartial, objective and independent eye."

So when someone spots a potential issue it is good that the board is notified so that we can review our decisions and improve our processes.

Then: "In order to shield themselves against conflict-of-interest risk, organisations must widen their prevention measures beyond actual conflicts of interest to include apparent conflicts of interest, which can also harm their image and erode trust."

That's absolutely true and seeing yet another notification of perceived impropriety it's a signal that we need to further improve on our transparency, processes and a common understanding of how to deal with personal interests so that we provide no reasons for doubts.

Further question: why didn't declare Cor also a personal interest about
this three topics?

Sorry if it is not there. IIRC I said the same applied for me - as is usually the case - so my name should be there in the minutes too.

Cheers,
Cor

Ciao

Paolo

#6

Hi Cor, all,

Hi Andreas,

7. Status Report, Discuss: TDF 2023 Budget Planning (tdf-board, 5 mins)

Thorsten and Gabor declared a personal interest on the above topics (see
above). I ask if they both attended the call and the discussion during
this three topics of the private part of the meeting. Who lead the
meeting as chair during this three topics?

A personal interest is not a conflict of interest which in general is
not a reason to abstain from discussing topics.

sorry to be very clear here: I've never read or heard such nonsense
inside other communities, I'm active in.

I think the documents, linked by Paolo in his email on this list, should
show, that all members with a personal interest had to keep out of any
discussion (and decision) of the corresponding topics.

Further question: why didn't declare Cor also a personal interest about
this three topics?

Sorry if it is not there. IIRC I said the same applied for me - as is
usually the case - so my name should be there in the minutes too.

I ask you and also Thorsten and Gabor to not participate in any
discussion (and decision) of the corresponding topics. This is important
because otherwise you violate obligations as board member and create
liabilities.

Regards,
Andreas

#7

Hi Andreas, dear list,

Andreas Mantke wrote:

> A personal interest is not a conflict of interest which in general is
> not a reason to abstain from discussing topics.
>
sorry to be very clear here: I've never read or heard such nonsense
inside other communities, I'm active in.

Whether you like it or not, what Cor states is within the rules the
board operates under:
https://wiki.documentfoundation.org/TDF/BoD_rules (in particular, the
current CoI policy).

I think the documents, linked by Paolo in his email on this list,
should show, that all members with a personal interest had to keep
out of any discussion (and decision) of the corresponding topics.

That might be your personal opinion, but since TDF is not an EU
institution, we operate under slightly different rules. Paolo knows
this, and has personally participated in discussion around LibreOffice
Online (where he has/had an interest).

Cheers,

-- Thorsten

#8

Hi Thorsten, all,

Hi Andreas, dear list,

Andreas Mantke wrote:

A personal interest is not a conflict of interest which in general is
not a reason to abstain from discussing topics.

sorry to be very clear here: I've never read or heard such nonsense
inside other communities, I'm active in.

Whether you like it or not, what Cor states is within the rules the
board operates under:
https://wiki.documentfoundation.org/TDF/BoD_rules (in particular, the
current CoI policy).

a personal interest / Conflict of Interest (CoI) exists independent of
the confirmation of the board. If one of the many examples for a CoI
applies to a topic (and also if it is only probably) it is the fiduciary
duty of the concerned member to stay out of any discussion etc. on that
topic. This is independent from its confirmation by the BoD.

There is a rule of law that you couldn't be a judge in own cases. This
rule cover the whole process including the discussion of the case inside
the decision-making body.

It's not on the disposal of the BoD (and of TDF) to change this rule. It
is higher-ranking law.

Thus I ask all of you, Thorsten, Cor and Gabor, to not participate in
any discussion (and decision) of the corresponding topics. This is
important because otherwise you violate obligations as board member and
create liabilities.

Regards,
Andreas

#9

Hi Andreas, all,

A personal interest is not a conflict of interest which in general is
not a reason to abstain from discussing topics.

sorry to be very clear here: I've never read or heard such nonsense
inside other communities, I'm active in.

Apart from the validity of your statement: as we all know, TDF is not the average organization.

I think the documents, linked by Paolo in his email on this list, should
show, that all members with a personal interest had to keep out of any
discussion (and decision) of the corresponding topics.

So you and Paolo forget TDF rules? Let's take a detailed look then.

= TDF Statues =
= = = = = = = =

== § 8 Duties of the Board of directors ==

  (3) The board of directors is obliged, via explicit publication in a generally used communication medium, to notify the public about:
a.) (about statues, rules etc)
b.) (about composition of the bodies)
c.) (about procedings, discussions, decisions)
d.) conflict of interest lasting longer than a month;
e.) (decision on a complaint)

- - - -
    Note: How to read the 'conflict of interest'? What more do the
    statues tell about 'conflicts of interest'. The only, _only_, mention
    is to be found in 8.4:
- - - -

  (4) The board of directors prevents conflicts of interest within the Foundation. The board of directors is therefore obliged to ensure, that the board of directors itself, the membership committee, and the advisory board, at maximum have one third of their members being employed by a single company, organisation, entity or their respective affiliates of the aforementioned. The board of directors can expel one member per month from each of the foundations bodies, until the conflict of interest situation is either settled, or a re-election of the entity has been initiated. The board of directors can to resolve the conflict of interest by expelling the necessary number of members from other committee at once, and/or replace member by other members of such committee.

- - - -
    Conclusion: § 8.3. deals with § 8.4, i.e. the composition of the
    foundations bodies.
- - - -

Do the statues provide more support for this reading? Let us look at § 9.6:

== § 9 Resolutions of the Board of directors ==
  (6) A board of directors member is barred from voting, if the vote contains any of the following subject matters:
* self-dealing with the member,
* the initiation or cessation of a lawsuit between the Foundation and the member, or
* grants from Foundation means towards the member, or an entity the member is a board member or a member of the executive body of another entity.

- - - -
    So this § 9.6 mentions the topics where directors may not vote. That
    are all typical conflict of interest situations, and all linked to
    voting/resolutions; situations limited in time per definition and not
    'permanent'. So 'conflict of interest lasting longer that a month',
    is also in § 9.6 not related to specific topics/proposals.
- - - -

Source https://www.documentfoundation.org/statutes/

= From the older Community Bylaws =
= = = = = = = = = = = = = = = = = =

It is interesting to look at the older Community Bylaws, that were the base for the current statues.

These mention three rules to prevent the most-obvious potential cases of such conflicts in our Community: max 3 BoD members of one entity; max 30% of members in MC; and max 30% of members of the ESC from one entity.
Source https://wiki.documentfoundation.org/CommunityBylaws#Provisions_Concerning_Possible_Conflicts_of_Interest

= CoI policy =
= = = = = = = =
What does the CoI policy learn?

From 4.1 and 4.2 it is clear that a person with a CoI may not vote on topics/items causing or bordering with the conflict.. but may participate in discussions:

  " … a conflicted person
  4\.1 .... shall at a minimum always be excluded from any vote and any activity regarding any topics or items causing or bordering with the conflict for as long as the conflict is not certain to have vanished. The person *may participate in discussions, unless it suspended its disclosure duties (see 4.2*). ...

  4\.2 .... according to below rules has a duty to disclose. As an exceptional procedure an obliged person may *suspend their disclosure duties* only if they* fully and completely refrain from influencing a discussion,* thread, topic or topical area in all direct or indirect means, directly or via third parties. This requires complete and full abstention e.g. from any proposal, vote, decision, contract or transaction, until the topic is fully settled.

Source https://wiki.documentfoundation.org/images/6/6e/BoD_Conflict_of_Interest_Policy_ver1_3_2.pdf

= Conclusion =
= = = = = = = =

- - - -
    * The statutes do not say that persons in a (potential) CoI situation
    should abstain from discussions around the topics; and the statutes
    dó -implicitly- expect that Directors may be involved with
    discussions over transactions with 'themselves';
    * The CoI policy explicitly says conflicted directors may
    participate in discussions.
- - - -

Further question: why didn't declare Cor also a personal interest about
this three topics?

Sorry if it is not there. IIRC I said the same applied for me - as is
usually the case - so my name should be there in the minutes too.

I ask you and also Thorsten and Gabor to not participate in any
discussion (and decision) of the corresponding topics. This is important
because otherwise you violate obligations as board member and create
liabilities.

Nope - the only logic reading from the statues is that it is allowed for board members to also participate in discussions where there is a CoI in the decision. You should also be able to find out that there is no legal ground either, to exclude people with a CoI from discussions.
Finally the archives of discussions at the start, around the first bylaws and from there to the statues are clear on the intention and reading.

Concluding: to me the push from you, some members of the board and people around the board to not follow TDF's statues/rules, looks as a attempt to exclude members affiliated with ecosystem companies at various places in TDF. And that would be a clear breach with the principles that helped to ground the foundation.

If you and others are of the opinion that that should happen, please be clear and work on a sensible discussion around the topic. But please do stop behaving as something that one would associate with a troll rather then a member contributing our work.

Thanks,
Cor

#10

Hi Thorsten and all,

Hi Andreas, dear list,

Andreas Mantke wrote:

A personal interest is not a conflict of interest which in general is
not a reason to abstain from discussing topics.

sorry to be very clear here: I've never read or heard such nonsense
inside other communities, I'm active in.

Whether you like it or not, what Cor states is within the rules the
board operates under:
https://wiki.documentfoundation.org/TDF/BoD_rules (in particular, the
current CoI policy).

unfortunately this is a topic that keeps being interpreted in different ways and it's a source of frequent frictions as threads show on board-discuss and elsewhere.

By stating that a director which declared a personal interest can participate to the discussion and influence board decisions on topics that are also covered by several regulations (item 5), then it is clear that we create the condition for a perceived/potential/actual conflict of interest.

The CoI Policy is a guideline for a process based on Article 8 of our statutes, including Art. 8.4 "The Board of Directors prevents possible conflicts of interest within the foundation.", so when a possible conflict of interest is brought to the attention of the board (as Andreas did), the board must investigate it.

Trying to dismiss that by just pointing members of the board of trustees enquiring on transparent processes to the CoI Policy doesn't make the situation look much better.

It seems like some people think that my statement in my previous email is wrong:
"I presume it is common knowledge that a conflict of interests isn't confirmed only when directors with a personal interest cast their vote, the perceived/actual conflict of interests materialises also along the whole decision process if the directors influence the process and other non conflicted members."

Ref: https://listarchives.documentfoundation.org/www/board-discuss/2023/msg00082.html

There is probably a need, within the board, to still clarify and implement processes that ensure there are no eventual issues with various local regulations and that they are in line with the recommendations received from the specialists that have been consulted.

I think the documents, linked by Paolo in his email on this list,
should show, that all members with a personal interest had to keep
out of any discussion (and decision) of the corresponding topics.

That might be your personal opinion, but since TDF is not an EU
institution, we operate under slightly different rules.

Last time I checked, especially for item 5 which is linked to items 6 and 7, there are indeed EU rules, regulations and processes which we share, in their fundamental scope, with public institutions.

Saying that we are not an EU institution or that we are somehow a different type of organisation doesn't mean we shouldn't respect those rules especially if experts in the subject that have been consulted say that all organisations in similar positions should respect those rules and processes.

  Paolo knows
this, and has personally participated in discussion around LibreOffice
Online (where he has/had an interest).

It is good that this has been mentioned that as it shows that under some conditions the board does the right thing and investigates the potential conflict of interests when there is a doubt.

That situation was quite peculiar as, to this day, I still don't know if directors with opposite affiliations and personal interests related to the matter (at the time the board included 4 directors, the majority, in that position) participated to the process influencing the determination of that personal/business interest and it hasn't yet been determined if that is a commonly acceptable way to do it.

At the end of months of investigation I've been found by the majority of the board as having a personal/business interest in "an online version of LibreOffice/ based
on LibreOffice Technology". It is a very odd way to call LibreOffice Online, a project that was promoted as under TDF's umbrella, which I was under the impression I was supposed to promote as much as LibreOffice but if that's the reading then I guess I was, as LibreOffice Online doesn't exist anymore, guilty as charged and I'll have to be careful on how much I promote LibreOffice so that I don't get accused of having personal interests on that as well.

As I've been notified of the investigation the 09/09/2022, nearly 2 years after LibreOffice Online stopped receiving updates from one of the major contributors and other volunteers, it is has been made clear the desire of the majority of the board of making our CoI policy retroactive and that it is its will to determine past personal interests and conflict of interests.

Since the, unfortunately, the same directors refrained to apply the same methodology to themselves and other directors.

As doubts have been raised, not only within the board but also from members of the board of trustees for a quite a while, I'm sure our chairman will call for the application of the same methodology and retroactivity for the collection of evidences that was applied to myself and fully evaluate in a transparent, impartial and objective way if there are and were undeclared personal interests and actual conflict of interests.

It is an act of transparency and continuity with its past decisions for which the whole board will surely want to show its immediate commitment.

Cheers,

-- Thorsten

Ciao

Paolo

Conflicts of Interest and Decision Making
#11

Hi Cor, all,

Hi Andreas, all,

A personal interest is not a conflict of interest which in general is
not a reason to abstain from discussing topics.

sorry to be very clear here: I've never read or heard such nonsense
inside other communities, I'm active in.

Apart from the validity of your statement: as we all know, TDF is not
the average organization.

your statement is nonsense. TDF is a foundation within the German civil
law and thus has to follow the rules of the German law system.

I think the documents, linked by Paolo in his email on this list, should
show, that all members with a personal interest had to keep out of any
discussion (and decision) of the corresponding topics.

So you and Paolo forget TDF rules? Let's take a detailed look then.

= TDF Statues =
= = = = = = = =
(...)
- - - -

(4) The board of directors prevents conflicts of interest within
the Foundation. The board of directors is therefore obliged to ensure,
that the board of directors itself, the membership committee, and the
advisory board, at maximum have one third of their members being
employed by a single company, organisation, entity or their respective
affiliates of the aforementioned. The board of directors can expel one
member per month from each of the foundations bodies, until the
conflict of interest situation is either settled, or a re-election of
the entity has been initiated. The board of directors can to resolve
the conflict of interest by expelling the necessary number of members
from other committee at once, and/or replace member by other members
of such committee.

- - - -
   Conclusion: § 8.3. deals with § 8.4, i.e. the composition of the
   foundations bodies.
- - - -

You should read the first sentence as the general rule. TDF and its
board has to prevent conflicts of interest. The further sentences give
TDF and its board only some explicit extra options / actions.

This dilutes not the general rule. If there is a conflict of interest
TDF and its board need to prevent it. Thus it has e.g. to follow the
rule of the law that nobody could be a judge in own cases, which covers
the whole process including the discussion of the case inside
the decision-making body.

This rule is not on the disposal of the BoD (and of TDF) to change this
rule. It is higher-ranking law.

Conclusion:

Stop talking about CoI without taking Common sense and applicable law in
many countries, also in Germany,  into account. It is very clear that
you and also Thorsten and Gabor are not allowed to take part in the
whole decision making process about the three topics you declared an
personal interest, which is also a CoI.

Regards,
Andreas

#12

Hi Cor and all,

Hi Andreas, all,

A personal interest is not a conflict of interest which in general is
not a reason to abstain from discussing topics.

sorry to be very clear here: I've never read or heard such nonsense
inside other communities, I'm active in.

Apart from the validity of your statement: as we all know, TDF is not the average organization.

Regardless of the wonderful things it has been able to achieve, TDF is still a foundation incorporated under German laws and regulations without any special exemption.

I think the documents, linked by Paolo in his email on this list, should
show, that all members with a personal interest had to keep out of any
discussion (and decision) of the corresponding topics.

So you and Paolo forget TDF rules? Let's take a detailed look then.

TDF statutes and rules do not list all the laws, regulations and common sense we, as any other organisation in any other country, need to follow.

Further question: why didn't declare Cor also a personal interest about
this three topics?

Sorry if it is not there. IIRC I said the same applied for me - as is
usually the case - so my name should be there in the minutes too.

I ask you and also Thorsten and Gabor to not participate in any
discussion (and decision) of the corresponding topics. This is important
because otherwise you violate obligations as board member and create
liabilities.

Nope - the only logic reading from the statues is that it is allowed for board members to also participate in discussions where there is a CoI in the decision. You should also be able to find out that there is no legal ground either, to exclude people with a CoI from discussions.
Finally the archives of discussions at the start, around the first bylaws and from there to the statues are clear on the intention and reading.

The above statements are very problematic as it once again do not take in consideration the legal and regulatory frameworks within which TDF must operate.

It is clear that our statutes and bylaws do not require directors to have master degrees covering the laws and regulations that any organisation, including our foundation, must follow but the basic concepts of avoiding perceived or actual conflict of interests should be covered by basic common sense.

To help directors whose specialisations and interests do not include reading lots of laws and regulations, I put together a draft of commonly known fiduciary duties so that we can avoid arguing about the intersection of our statutes and policies with other complex legal text:

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

If we stick to those few rules then many of the unnecessarily diverging interpretations of what Stiftung, Treuepflicht, Sorgfaltspflicht, etc. mean will vanish and will stop these types of arguments that have been affecting the board operations for years.

Concluding: to me the push from you, some members of the board and people around the board to not follow TDF's statues/rules, looks as a attempt to exclude members affiliated with ecosystem companies at various places in TDF.

The meme that anyone is trying to exclude members affiliated with the ecosystem companies has been used all the times someone does not understand that what is being proposed might not be aligned with the laws and regulatory frameworks a foundation must follow.

If some board members find it difficult to evaluate their proposals against charitable, commercial, antitrust, competition, etc. laws and many regulations then they should stop arguing that those that work hard to ensure that we do things properly want to exclude them.

I don't think in other foundations they have the same arguments as most people understand what they can and can't do.

Eg. this foundation has a much larger ecosystem that we have without anyone complaining they are being excluded as everyone know the rules:

https://www.linuxfoundation.org/legal/antitrust-policy

Laws and regulations are complex and we have plenty of advice provided by specialists which tell us what to do, those that are not inclined to read and understand pages and pages of legalese then should start with evaluating if their actions/proposals are compatible with their fiduciary duties and if still in doubt ask through the relevant channels for their proposal to be assessed.

And that would be a clear breach with the principles that helped to ground the foundation.

It is not.

The founders agreed on creating TDF specifically as a German Stiftung evaluating the pro and cons of that legal form over others.

Meaning that TDF surely wants and needs a vibrant ecosystem which includes a large number of companies all cooperating on a level playing field.

It also means that the "arm's length principle" must be applied with all members of the ecosystem. Especially those that are members of the board must show that they are not more equal than others.

If the founding members wanted to create an entity where companies could exert pressure and push their own interests without having their representatives being in constant conflict of interests then they could have chosen a simple association or a cooperative.

If you and others are of the opinion that that should happen, please be clear and work on a sensible discussion around the topic. But please do stop behaving as something that one would associate with a troll rather then a member contributing our work.

Please stop saying that if we follow laws and regulations we violate the principle of the foundation as it is far away from reality.

Some of the founders are also members of the ecosystem and members of the board of directors affiliated with those companies, they accepted and supported the fact that a Stiftung follows rules that are very different from a cooperative and should accept that in their position their actions should be under even more scrutiny than others to avoid showing even a perceived conflict of interest.

As a member of the board of directors affiliated with a member of the ecosystem you should be the first to show that you are not more equal than others as that could have a negative effect on those that might want to join the ecosystem as they feel they wound be treated as equal.

Having had this type of discussions too many times I expect that the chairman will instruct an impartial and objective CoI evaluation for all the members of the board and the adoption of clear fiduciary duties that all board members must follow to remove the doubts that members of the board of trustees are expressing.

Thanks,
Cor

Ciao

Paolo

Conflicts of Interest and Decision Making
#13

Can this be taken to private email? Speaking as someone from the general public, this bickering back and forth is not helpful to the image of TDF.

Has anyone considered hiring a lawyer and agreeing to abide by his/her recommendations?

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