Board of Directors Meeting 2025-06-10 Minutes

The Document Foundation - Board of Directors Meeting 2025-06-10
Date: Monday, June 10, 2025
Location: Jitsi

Session chair: Eliane Domingos de Sousa
Notes for the minutes: Stephan Ficht, Florian Effenberger

In the call:

  • Board - Eliane, Mike, Sophie, Simon, Osvaldo, Paolo, László
  • Board deputies - none
  • Membership committee - Andreas Mantke
  • Membership committee substitutes -
  • Team - Florian, Stephan, Jonathan, Heiko, Olivier, Cloph, Ilmari, Hossein, Xisco
  • Community - Régis, Dhantel, Michael Meeks

Representation: none

The Board of Directors at the 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 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 call is quorate. From now on, motions can be passed with the agreement of a simple majority of those remaining present. The majority threshold is currently 4.

The meeting commenced at 16:05 UTC / 18:05 Berlin time

Public section

Community Q&A: 10 minutes

  • is it possible to be a part-time Board member? (Andreas)
  • voluntary duty but ‘the whole time’ (Paolo)
  • read the issue on board discuss (Simon)
    • processing emails on Tuesday and Thursday (Simon)
    • expectation during elections was two hours per week (Simon)
  • only five directors participating in tax votes (Andreas)
    • have no clue why only five participated
  • attended the meetings, majority was clear, only 72hrs windows (Simon)
    • nothing has been left aside, believe this is an dead-end and we should put our efforts on important things (Simon)

*** Budget 2025: 10 minutes**

  • giving update (Florian)

    • list of projects to continue
    • list of existing projects
    • list of projects to dissolve
    • sharing screen with line items
    • must plan in ~1.8 million€
    • given the difficult situation suggest not plan in the free reserves
    • keep MC request open
    • dissolve 2-4% FLOSS
  • support other projects too (Paolo)

    • tools we are using, e.g. Matrix, CiviCRM, etc.
    • maybe ~5k
  • Jitsi doesn’t take donations (Ilmari)

  • maybe Framasoft? (Paolo)

  • support primarly the software we use (Simon)

    • suggesting matrix (UK)
  • dissolve welcome kit for members (Florian)

  • dissolve LibreLogo

  • dissolve carbon compensation

  • discussion about the 10% project for members (Stephan)

    • was an outcome from the Milan conference
  • Bugzilla?

  • dissolve training

  • keep trademark registration

  • keep LibreTranslate

  • dissolve strategy workshop

  • not create a separate Legal budget

  • keep Outreachy

  • dissolve Hetzner > Jenkins

  • keep graphic design work

  • dissolve bug bounty programme

  • dissolve Aptos font

  • LibreOffice SBOM

    • waiting to see working group coming w proposals (Paolo)
    • prelimarily meeting tomorrow
  • start working on the project

  • improve CRA conformance for LO

  • CRA coming in effect end 2026 (Simon)

    • LO is not affected
    • premature wrt complaints
    • no beneficial owner
    • suggest not spending so much money here
  • budget is here (Paolo)

    • looking at who is using LO
    • question will come up if LO is conform
    • yes, we start early but is necessary to have all processes ready
    • evaluate properly
  • make sense to go further (Hossein)

    • have better libraries LO depend on
    • support underlying lib-developers
  • Michael Meeks is working on SBOM already (Simon)

    • TDF will not have a duty as a steward here
    • too much costs
  • from my analysis we are more manufacturer than steward (Paolo)

  • I’d reduce this line item budget (Simon)

  • more clarity expected after tomorrow’s meeting (Paolo)

    • in favour (Eliane, Sophie)
    • so keep it open for the moment (Florian)
  • spend ~378k for new projects (Florian)

    • move Latin American and Japanese conferences to community and marketing budgets (Sophie)
      • SPI comes in to play a role here
    • dev hiring, depends on country where hiring
      • discuss late, separate topic
    • we should create projects (Paolo)
      • to be released than as Open Source
      • structure properly
    • remove TDF hosted open source LLM
    • remove chart improvements, additions to Writer page breaks, Attribute styles, improve graphics, non-graphic background fill
    • trademark registration
    • two HR topics - discuss in smaller group
    • remove LO Roadshow
    • regarding procurement policy, stimulate other organizations to be involved (Paolo)
      • competing in a friendly way
    • remove extensions local/remote access of Open Source LLMs/SLMs
    • providing infrastructure had no cost next to it (Simon)
    • range we can spend 300-400k (Florian)
      • discuss concrete number in private part
    • proposals are for several areas where LO need support (Hossein)
      • details in the three proposals
    • more devs should be hired (Eliane)
      • to fit the real needs of our users
      • strengthens the projects
      • hear from our great team here
      • thanks to Hossein for your participation
    • budget is limited wrt hiring (Ilmari)
      • UI is very important for our users
    • budget is our limit (Paolo)
      • ideas to fund them
    • in generally supportive (MichaelM)
      • risk of destroying
      • online piece is very important for me
      • feel a bit disturbed
    • remember online ‘move’ (Florian)
    • serve public being our target mission (Simon)
      • invest in Mac
      • Android
      • not sure it is focused on our target
    • think of our users first (Cloph)
      • bring it on tablets (iPad), mobile
      • being able to use online for documents
    • not agree that we do in TDF would not be in the best interest of TDF / LO (Olivier)
      • what public we are speaking about
      • business is addressed by company/-ies
      • understand who and why one is installing LO
    • reasonable not to put all on shoulders of one dev (Heiko)
    • broad target (Florian)
      • focus on the one or the other
      • public brainstorming and think on various options
      • provide things beyond desktop
    • quite easy to spend but risk of harming TDF (MichaelM)
      • producing free binaries would a risk
      • be aware of self destruction
      • how to engage with existing devs
      • what is TDF going to do
    • public sectors chose LO (Paolo)
      • buy support from companies
      • different type of markets/customers
      • United Nations participating in open source conference in autumn
      • opportunity to promote LibreOffice around the world esp. developing countries
      • not helpful to speak about risks when doing this or that
      • better to cooperate
    • look into the good things that can happen wrt online with internal devs (Hossein)
      • e.g. better collaboration
      • technical understanding of that is going on to make tenders meaningful
      • devs can do feature work very well (Michael)
        • the fundamental q. is how TDF goes to the market with our (CB) work
        • potential downsides in demonetizing
      • should we go into details? (Paolo)
      • confident that TDF will pay the bills (MichaelM)
        • tenders are not fully interesting
      • you seem not to value all regions TDF is working on (Sophie)
      • risks of being disruptive (MichaelM)
      • you were against TDF hiring devs (Sophie)
      • I was in favour (MichaelM)
      • open source translate to work together (Florian)
        • all contributed in different areas to make shine the project
        • don’t understand why this feeling of competition
        • sad to see the ‘against’
        • new developers proposals are new ‘fresh air’ (Paolo)
          • finally the team is free to express ideas and try things
          • we have been blocked for such a long time
          • we couldn’t even write a new manifesto as people feared of complaints from someone saying that we were competing with their commercial interests
          • thinking of ‘competing against ecosystem’ is wrong
          • TDF creates opportunities for the ecosystem
      • feel the danger MichaelM is talking about (Laszlo)
        • most volunteer devs work outside TDF
        • can’t imagine succesful outcome from TDF devs
    • suggest to finalize budget with what we have at hand currently (Florian)
      • go with 4 devs beforehand
      • discuss it on board matrix channel
  • Hiring developers: 10 minutes

(skipped)

  • LibreOffice website: (Eliane) - 5 minutes

(skipped)

  • AI: (Osvaldo) - 5 minutes

(skipped)

  • Event LibreOffice Road Show Brazil: (Eliane) - 5 minutes

(skipped)

Public section ended at 17:52 UTC / 19:52 Berlin time

Trustee/members-only section

  • Nothing for this meeting

Board- and Membership Committee-only section

  • Legal issues: (Florian) - 15 minutes

    • did not hear back from [REDACTED: name of two suppliers] (Florian)
    • probably no money to expect from them
  • [REDACTED: 17 lines of pending legal topic]

    • contradictory facts (Laszlo)
      • dangerous to follow what Paolo suggests
      • Paolo was shy dissimulating his name
      • story is not complete here
      • we need all information
      • Thorsten wanted to save TDF
      • my opinion was not shared w auditor
  • you’re getting in all wrong (Paolo)

    • our opinions don’t matter, but evidences matter
    • [REDACTED: 3 lines of pending legal topic]
  • can we provide dissenting opinion (Laszlo)

  • [REDACTED: 3 lines of pending legal topic]

  • damage for TDF, risk of NFP status, etc. (Florian)

    • we tried to find an amicable solution but only earned silence from their side
    • not doing anything is no option either
  • Conflict of Interest Policy: (Paolo) - 5 minutes

    • had a lot of discussion what Director should do / should not do (Paolo)
      • got clear advice from several lawyers
      • from lessons learned we should improve the policy
  • Fiduciary Duties and Code of Ethics: (Paolo) - 5 minutes

    • kind of mystery for some former board members (Paolo)
      • some very clear and obvious rule to respect
      • get opinion from MikeSch
    • had a look to the documents produced from Paolo (Simon)
      • Carlo should have a look here
    • use simple language so that everybody can understand easily (Paolo)
      • Carlo / MikeSch to do the final review
    • leave it MikeSch’s discretion if Vielwerth should have a look too

The next meeting will take place on July 7

The meeting ended at 18:25 UTC / 20:25 Berlin time.

Eliane Domingos de Sousa (Session chair)
Mike Saunders (Keeper of the minutes)

About the annual Budget

A BoD member who invests two hours per week is is a wholly-inactive board member.

I am barely involved in TDF affairs (i.e. as opposed to LO work), and I devote at least that amount of time and usually more.

I very much doubt one can actually serve as a functioning board member while investing less than, oh, 15 hours a week. The number for TDF employees may be somewhat smaller, since one keeps informed and up-to-date to some extent already as part of the “day job”.

Is that a claim that we must plan spending all 1.8 Mil EUR of our reserve? If that’s the point made here, I’ll remind us that this is probably not the case: It is possible to plan to spend in the future, and it is also possible to make spending decision while the budget is in effect.

Which request?

What does “dissolve” mean in these minutes?

I’ll not repeat all my long comments from other threads about hiring developers, but I will say what I don’t see in these minutes:

  • Any discussion of the distinction between permanent hiring and hiring for a project
  • A reminder or note that permanet hires cannot be based on a large one-time pool of money we happen to have.
  • A explanation of the standing budgetary source for hiring 4 extra employees.

this increases my suspicion, that one of two things have happened. Either:

  1. The BoD decided to hire developers without giving thought to how this would be budgeted, or
  2. The BoD decided effectively to stop tendering activity, completely or almost completely, in favor of pemanent hires.

About the “pending legal topic”

I don’t understand this sentence, neither in itself nor in context

Should this have said “You’re getting it all wrong”, and directed at Laszlo?

Also, at this point I’d like to say that sometimes, the minutes content is list of bullets which are subjects or third-person summaries; but sometimes it transitions into specific phrases uttrered, in the first person. That’s confusing, and not distinguished by formatting or phrasing. When minuting an exchange, try to avoid the bullet points, and instead writing down a summarized narrative which readers can easily parse. It could be first-person, e.g.:

Laszlo: I Believe we are facing a self-contradictory factual account: etc. etc. etc.

Paolo: I claim Laszlo is getting the facts wrong: etc. etc. etc.

or third-person

Laszlo express concern about internal contradictions in the factual account: etc. etc. etc.

Paolo claims Laszlo is getting the facts wrong: etc. etc. etc.

at any rate, switching narrative voices and leaving out key nouns or connective phrases from text in the minutes makes them quite difficult to read.

As far as I can tell (which is not a lot, since you are conducting most TDF affairs pretty much in secret and behind the trustees’ backs) - this is not true. If you can back that claim - please disclose both the formal claims/demands of the three (or two) parties from each other, and the written form of the amicable solution you proposed.

The problem materialized in 2022, right? And the current BoD has been in office since… Feb 2024, IIRC. It is now Jul 2025, i.e. 17 out of 24 months of the BoD’s term have passed. IIRC, at the bottom line, nothing has changed. Invoices have not been settled, demands withdrawn or declared satisfied, and no new tenders or other form of contracting has occurred, since. It seems that “doing nothing” is a kind of an option, unfortunately.

Is this a ‘jab’ at former board members, or is Paolo reporting he tried to retrieve information, and what was happening before remains a mystery to us now?

What is MikeSch?

Already in 2011 I assumed “that seat holders should be able to spend a few hours per week for their duties, next to the time they spend for their community engagement”: What does it mean to be in the Board of Directors? - The Document Foundation Blog

In our 2023 annual report we assume that every year board members “they donate several weeks of activity to TDF”: The Document Foundation Nextcloud (page 42)

No, it means our total spending is this sum. In other words: If all recurring costs and projects were zero, we could spend this sum.

The MC tooling request, to administer membership. That is an ongoing project: Tender to implement the new TDF Membership Committee’s web-based tooling (#202105-01) - The Document Foundation Blog

That the project is stopped/removed/ended. The funds are dissolved, removed from the budget for this project.

At the moment we don’t have any bidders. There are some issues that need resolving, plus we heard one potential bidder would not bid under the procurement policy and even reach out to other bidders, IIRC.

“in” is a typo indeed, should be “it”

Some discussion to that effect, from what I remember, took place on the internal trustees list, given it concerns confidential items. This board tried to claim back funds for problems created by the past board. For this, we were in touch with the service providers, but they stopped communicating to us.

That is not true, and this summary does wrong to the current board.

Our legal advisor, Mike Schinagl.