Board of Directors Meeting 2023-04-17

Board Discuss
#1

The Document Foundation
Board of Directors Meeting 2023-04-17
Meeting Minutes

Date: 2023-04-17
Location: Jitsi

Session chair: Thorsten Behrens
Keeper of the minutes: Thorsten Behrens, N.N.

In the meeting:
Board Members - Thorsten, Cor, Gabor, Laszlo, Emiliano (joining 18:15)
Board Deputy Members -
Membership Committee Members - Gabriel, Uwe
Membership Committee Substitute Members -
Community - Simon, Timo, “M”
Team - Sophie (for 5 minutes)

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 5 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 3.

***** 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:

Would any of the directors present need to declare an interest, for any of the listed agenda items?

    1. Thorsten, Gabor, Cor
    1. Thorsten, Gabor, Cor
    1. Thorsten, Cor, Gabor

The public meeting commences at 16:02 UTC / 18:02 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

    • none this time

  2. Vote, Discuss: Review & final decision FSF AB seat (tdf-board, 5
    mins)

    Further information:

    Eyal input:

    Discussion: reinstate, or permanently remove FSF?

    Simon:

    • has anyone contacted Zöe, to understand matters somehow better?
    • they have had some staffing problems
    • extremely intemperate reactions at the time, and currently
    • assume there’s equally held & strong opinion the other way round?
    • suggests: perhaps defer to a new board, to make this decision?
    • situation has apparently not calmed down sufficiently

Cor:

  • how likely, given the long time, that people will have changed their mind?
  • for a responsible way to resolve it - why expect this to happen in 2024?

Simon:

  • you should consult Zöe first in any case, she can if needed provide necessary reassurance
  • publicly available information is not presented moderately
  • as a warning, this topic might be used in electioneering

Thorsten:

  • how is the board thinking about asking Zöe & postponing for the moment?

Gabor:

  • supports postponing, in favour of reaching out to FSF first of all
  • everything else is not fair - this needs more information

Lazslo:

  • agrees to wait a little bit longer
  • saw the news about Zöe, and her role - yet, it was already last year in March
  • maybe we can wait, and leave it to the next board - two years, it is like for our term?
  • time can solve a lot of problems
  • asking is a good idea anyway
  • read opinions from Michael & Thorsten - not an expert, so good to hear directly from Zöe

Cor:

  • does not agree fully with Eyal
  • when we acted initially - there was a lot of noise everywhere
  • but when looking now, it might well be, our acting was biased?
  • seeing how FSF now works on their procedures - looks good!
  • no objections in general to have them back

Motion:

  • reach out to Zöe first, shelve decision until receiving an answer
  • unanimous approval

  1. Discuss: Have a members-only board call section (Thorsten Behrens,
    5 mins)

    As suggested by Simon, there might be topics on the agenda that
    should not be public, but it’s useful to have TDF members join.

    Examples from the past were e.g. budget discussions, and other
    areas where we invited some MC members to join.

    Simon:

    • in general, prefers fully private board neetings
    • otherwise, it opens you to populist attacks
    • but: if having public meetings, why not have tdf members join for the more private parts?
    • better than having an elastic audience, with invited guests and/or MC
    • e.g. for the tendering process, or budgetting - seems TDF trustees might have an interest?
    • everything that can’t be public - but trustees should attent
    • except for executive sessions, fully board-private (like for legal or HR topics)
    • that way, you have a wider number of voices present

    Gabriele:

    • just TDF members can attend? instead of everyone?
    • is that not already the case?
    • for sensitive/staff topics - nobody but board should attend
    • otherwise agrees with Simon
    • could be another good reason to encourage people to become members!

    Laslo:

    • it is a good idea, supports it
    • optional section, to ask this type of topics?

    Thorsten:

    • supports the idea
    • while there might still be topics, that should be strictly board-only
    • it would still be more open, to our members
    • then again, some topics require a good deal of background?

    Uwe:

    • missing background is not a very good reason
    • better prepare materials in an accesible way!
    • already called for more transparency - very much likes the idea, thx Simon!

    Emiliano:

    • would like to say, likes the proposal
    • unfortunately, needs better preparation of board meetings
    • PoV director vs. member, should work on lowering the difference between members and board
    • favours the proposal, but - certainly challenging for the board

  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)

    Gabor:

    • not much progress, will look into it this week

The public meeting ends at 16:42 UTC / 18:42 Berlin time

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

  2. Status Report, Discuss: TDF 2023 Budget Planning (tdf-board, 5 mins)
    Update on budget, new items, continue planning from FOSDEM in-
    person meeting

  3. Status Report, Discuss: Discussion and budget for developer roles
    (Florian Effenberger, 5 mins)

  4. Status Report, Discuss: Next steps legal ToDo items (tdf-board, 15
    mins)

  5. 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 17:11 UTC / 19:11 Berlin time.

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

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