Board of Directors Meeting 2023-04-03

[floeff]

The Document Foundation
Board of Directors Meeting 2023-04-03
Meeting Minutes

Date: 2023-04-03
Location: Jitsi

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

In the meeting:
Board Members - Thorsten, Cor, Paolo, Gabor, Laszlo
Board Deputy Members - Gabriel
Membership Committee Members - Marina, Uwe
Membership Committee Substitute Members -
Community - ‘A’, Simon
Team - Stephan, Sophie, Florian, Guilhem

Representation: Gabriel for Emiliano

The Board of Directors at time of the call consists of 7 seat holders without deputies. In order to be quorate, the call needs to have 1/2 of the Board of Directors members, which gives 4. A total of 6 Board of Directors members are attending or represented in the call.

The board waives all formal statutory requirements, or requirements in the foundations articles, or other requirements regarding form and invitation, time limits, and for the topics discussed in this meeting.

The meeting is quorate and invitation happened in time. From now on, motions can be passed with the agreement of a simple majority of those remaining present. The majority threshold is currently 4.

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

Recurring item: Publication of previous board minutes

• board-discuss (now in Discourse)
• 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:
  The Document Foundation 2021 Board of Directors Election Candidates
• 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?

• 4. Thorsten, Gabor, Cor (TDF 2023 Budget Planning)
• 7. Thorsten, Gabor, Cor (Next steps legal ToDo items)

The public meeting commences at 16:01 UTC / 18:01 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: Update on formalising board fiduciary
   duties (Paolo Vecchi, Cor Nouws, 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: The Document Foundation Nextcloud

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

• refering to email about conflict of interest (Paolo)
• stimulating bod members to participate
• maybe some more time needed to digest (Thorsten)
• makes sense to take more time (Cor)
• six items
• let’s try to engage more
• no comments so far (Paolo)
• Simon: I looked at the directory and it contains a great deal of information, and is unclear about who created the text being proposed as a policy
• potentially useful (Thorsten)
• give more time
• choose if priority
• wait for input till next board call
• congrats on dropping the doc (Simon)
• high barrier to get it
• comments of no interest at this place
• is critical
• political?
• concerned as a trustee
• many other organizations having fiduciary duties as part of laws or voluntary adoption (Paolo)
• learning from them
• check what’s in the folder
• in the head of the folder there is a description of the content
• shared already on board-discuss forum (Paolo)
• revisit in 4 weeks time latest (Thorsten)

3. Status Report: Move board-discuss & tdf-members to Discourse (tdf-board, 5 mins)

   • migration happened: Migration of TDF board-discuss list to Community Forum - #3 by floeff
   • thanks a lot to Guilhem for handling this on a Sunday even, to be not disruptive during business hours!

• happened last night (Thorsten)
• seems all have been done (Florian)
• big kudos to Guilhelm for moving the ml to Discourse
• there might be issues with imported emails containing dashed lines eg. “-----” (Paolo)
• those I’ve seen cut the text below the dashes (Paolo)
• (admit is my fault for not checking better earlier, sorry G) (Paolo)
• when all on SSO? (Thorsten)
• working on this (Uwe)
• lot of work
• hoping to get it done in the next quarter
• reply-to is set to tdf-mebers (Florian)
• shelve to eginning of q3, for tdf-internal (Thorsten)
• not all ,ebers subscrivebd to internal (Cor)
• encourage people to be there
• fair to discuss among members, not in public
• diff between internal and members (Marina)
• do checks (Cor)
• check situation about SSo (Thorsten)

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

Private Part

4. Status Report, Discuss: TDF 2023 Budget Planning (tdf-board, 10 mins)
   Update on budget, new items, continue planning from FOSDEM in-
   person meeting

5. Status Report: Leftover Brussels items (Florian Effenberger,
   Thorsten Behrens, 10 mins)

6. Status Report, Discuss: Next steps legal ToDo items (tdf-board, 10
   mins)

7. Status Report, Discuss: Discussion and budget for developer roles
   (Florian Effenberger, 10 mins)

8. Discuss: Last minute item(s) (tdf-board, 5 mins)

The private meeting ends at 17:34 UTC / 19:34 Berlin time.

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