Board of Directors Meeting 2025-12-15 - Call Minutes

Board of Directors Meeting 2025-12-15 - Call Minutes

Date: Monday, December 15, 2025
Location: Jitsi

Session chair: Eliane Domingos de Sousa
Notes for the minutes: Mike Saunders, Florian Effenberger

In the call:

Board - Mike, Sophie, Eliane, Simon, Paolo, Laszlo, Osvaldo (from 17:31 UTC/18:31 Berlin time on)
Board deputies - none
Membership committee -
Membership committee substitutes -
Team - Dan, Ilmari, Florian, MichaelW, Cloph, Italo, Hossein (after 18:13)
Community - Regis, Mert, Thorsten, Caolan, MichaelM
Representation: Paolo for Osvaldo

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 or are represented.

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 17:05 UTC / 18:05 Berlin time

A. Public section

  • Something important to say (Eliane)

    • Current BoD is implementing governance to ensure mistakes of the past are not repeated
    • Working very seriously
    • Know all changes will not satisfy everyone, but are necessary
    • Results of Audit report for 2024 are positive
    • Disagreements are acceptable. Not acceptable are personal attacks
  • Community Q&A: 10 minutes

  • Question about election (Caolan)

    • What is the limit when it has to be held?
  • No member of MC here (Eliane)

  • Thought usually 45 days to announce (Thorsten)

    • So pretty close to end of the term
  • Defer to MC, who is in charge (Florian)

  • Welcome Dan Williams: 5 minutes

    • Very happy to have Dan (Eliane)
      • Wish success in your work
    • Thanks, wish myself success :slight_smile: (Dan)
      • I spent a long time at Red Hat, working on OpenOffice.org
      • Somewhat familiar with code and people in this call
      • Couple of weeks getting back into the codebase
      • Thanks for the opportunity, and hope to do good things
    • Most common comment on Reddit about this news was “He’s got this work cut out for him” (Ilmari)
    • Lots of positive reception on social media etc. (Mike)
      • People with criticism about the interface, but happy Dan is here
  • FOSDEM plannings: 5 minutes

    • Collecting travel requests (Italo)
      • Will update rooming list and will circulate
      • Meetings scheduled at ICAN on Mon and Tuesday
      • Mon = meeting of Team + MC + BoD
      • Tuesday = meeting of BoD
      • Restaurant planned for community dinner, very central
      • If specific requests, please send emails
      • We have a booth, but no devroom
      • Will prepare swag in time
  • Budget 2026: 5 minutes

    • Not much news (Florian)
      • Didn’t receive many proposals, so work with what we have
      • Expect to have a draft in January
      • A few proposals from community members for events
      • Work on it more at FOSDEM
  • Update on developer hirings: 5 minutes

    • Ball is more in the Board’s court now, so good luck (Ilmari)
    • Had interviews with respective candidates for Base and Scripting (Florian)
      • Working on contractual details, as we are actually employing
      • Looking at parameters, what we can offer to those candidates
      • Contract draft in January - candidates are informed about that
      • Another position being worked on
  • Community bylaws: 10 minutes

    • Update on where we stand (Sophie)
      • Have implemented feedback from the community
      • Is under review from Carlo Piana
      • Some feedback I don’t understand, so asked for more
      • Once implemented, will share new draft with community
    • Interesting to see what of serious concerns make it into document (Thorsten)
      • Started this project almost two years ago. Idea back in the day was to mostly look at processes that were mostly not handled in the statutes
      • Current draft touches in many places that are regulated in the statutes
      • When I look at the old bylaws, I find it quite unbalanced
      • If there were edits or omissions, really one-sided
      • Many problems we encountered, holes where statutes didn’t say anything, were not handled, like BoT not having a way to convene
      • Or complaint about BoD decision, trustees cannot communicate
      • Free binaries for everyone?
      • Things should be tacked before going nearly final tonight
    • Given the situation TDF has to endure, until now, we have to be very clear about what we want for TDF (Sophie)
      • This is reflected, clarifying, not going beyond the statutes
      • We really want to avoid to duplicate the situation we have lived in for years - putting TDF at risk
      • Even the BoD finding itself in situations it hasn’t been in the past
      • Need tools for that, and the bylaws are for that
      • Don’t find them only reflecting one view. It has been discussed, feedback from the community inside, open to everybody
    • Don’t feel that the draft Sophie has contributed is ready for progression (Simon)
      • Has a number of points raised by Michael Meeks and me
      • Need discussion about the principles behind them
      • Need writing so they don’t have unwanted consequences in the future
      • Most important is to establish a conclusive review process, across the BoD, so everyone’s comments can be integrated, for a consensus among trustees
      • Are there plans to have a proper, formal review process using GitLab or some other place, to see what other people are contributing
    • The document goes beyond the trustees - review should be done by whole community (Sophie)
      • Which is why translation has been done by whole community
      • Don’t think they can use GitLab
      • Carlo has reviewed the document
      • Better to use Writer and comments and change tracking
    • Evaluation of bylaws going line-by-line to make everybody happy is complicated (Paolo)
      • Not everyone has seen and read all the legal documentation, and lessons learnt from the past
      • Some things need to be made clear, so we don’t have discussions about those
      • Need to send a strong signal out to the supervisory authority, that change is happening
      • Don’t see any major issues with the content of bylaws, as if everyone behaves properly, there will be on problems
      • If we don’t implement now, future Boards will say “I think this is allowed” and so on
    • How to collect feedback so far? (Thorsten)
    • We already get feedback, and integrated it and send it for review to Carlo, to be sure we respect the statutes, and clarity when not (Sophie)
      • Send feedback to me, or the list, or download the document and add your comments or change tracking
    • Paolo and Sophie say they are necessary changes, but appear to be one-sided, and have some superfluous things, like free binaries for everyone (Thorsten)
    • Would be interesting to know what is meant by one-sided (Paolo)
      • We are working on the same side
      • Make sure some things don’t happen again
      • Only on the side of TDF - in theory we are all on that side
      • These rules are clear, based on lessons learnt
      • When statutes were written, people didn’t think some things would happen
      • Good to have these rules, to ensure we are all working on the same side, of TDF
    • Strange to deny there are disputes here (Michael M)
      • Bylaws as they stand would eject all those in “dispute”
      • And three-year exclusion from being on the board
    • Solution is really simple - stop having legal disputes with other organisations (Paolo)
      • If everyone plays by the rules, and does things in the interest of TDF, there are no legal disputes
    • Could be solved quickly, but been very difficult to get the conversation started (Michael)
      • Would be nice if those differences could be reflected in the bylaws
    • Repeated statement that this is all necessary (Thorsten)
      • Seen Board members saying this was written by a subset of BoD or MC
      • Extra powers granted to those people in power now
      • Gives the impression of a one-sided view, not useful for bringing this project forward
      • If you only look at what everyone else did wrong, leaves the field open for misuse from other side
      • Term limits, but not applied to current BoD, who would implement them
      • Rules for ejecting trustees that are effectively immediately
      • Compared to original bylaws, doesn’t hold water that they are necessary
    • Paolo writes in chat: “There are no subsets of Board or MC, everyone had the opportunity to add their view to the document for the past 2 years”
    • Can’t find a place to start edit them, as I find them so distant from what the foundation needs (Simon)
      • Need to start again
      • Not appropriate to have an unseen-hand making decisions
      • Like principle that we should get rid of directors when they leave - profoundly serious, no mechanism in place to have a discussion to determine whether they are the case
      • So not acceptable for any member of the Board to say “send me the comments and I’ll include them”
      • Need a discussion with people who form our BoT
      • Without process to see justice is done, we’ll end up with bylaws which are discredited, and bring TDF into disrepute
    • Committed to TDF and OO codebase, and do not believe that TDF should become an exclusionary org that only tolerates the views of those who agree with it
    • Needs to be an open, fair process to consider views that are brought forward. Do not see that at the moment
    • Can repeat that there is no consensus in the BoD (Laszlo)
      • Fully agree with Simon
      • Can share neutral analyis from Gemini: https://gemini.google.com/share/63497aac1ef4
      • Particularly shocking for me, extending 30% BoD rule to all trustees
      • Numerus Clausus-like rule, like in Hungary
      • Like in 1920, after WW1
      • Related to university students
      • Lot of students, but no place, university cannot share places
      • Numerus Clausus was first anti-semitic law
      • And first anti-female
      • Law got worse and worse
      • Resulted in catastrophe for Hungary in WW2
      • Base is our trustees is more affiliated to employees than FOSS
      • Very dangerous idea - can understand what’s in the background
      • But very bad reaction for us, complete opposite of our statutes
      • Completely against what is the origin of the Free Software movement
      • Can only repeat Simon’s and other’s opinion here
      • Don’t think Carlo couldn’t find, using analysis, more points to refine
    • Pleased that Gemini says it’s a high-quality, professional document (Paolo)
      • Don’t trust AI to pick up on the nuances behind these rules
      • Process has been long, a lot of things have been taken into consideration
      • Everyone could have added comments from the beginning, or asked for clarification
      • So after such a long time, many changes taken into consideration and implemented
      • Comments have come from the forum, so not being ignored - being implemented
      • Amount of work put in, then people say all of a sudden “It’s not enough” - the same people could have contributed over time
      • At a good state now, quality is very good
    • Process has been long, but only posted two weeks ago (Michael M)
    • A year ago (Paolo)
    • Version Sophie posted was two weeks ago (Michael M)
      • What’s the plan for getting a proper German legal review for that?
    • What’s the problem with Carlo? (Sophie)
    • Not an expect, but maybe a certified German legal person could provide an opinion, looking at the German statutes (Michael M)
      • Given we’ve had problems arguably not complying with dots and dashes with German law, would be good to go with a “Rechtsanwalt”, as Carlo is not a German one
    • Carlo has the competence to analyse the bylaws (Sophie)
    • Seems likely a German lawyer would be a wise step (Michael)
    • From my reading of the situation, would be advisable (Thorsten)
      • In particular, if the goal is to reduce risk
    • Don’t see internal rules that have legal risk (Paolo)
      • If written in German, a German lawyer could look at the translation
      • We can go on and on with objections
      • If in future want to add safeguards, could do
    • All seems remarkable to me (Simon)
      • At every step in the last few years, seems TDF consults German lawyers about German rules
      • Now instrument decide who can be trustees and who can be directors
      • Not even translated into German, not consulted with German lawyer
      • Seems complete reversal of everything over the last few years
      • Justice needs to be done and seen to be done, having an open review process, making sure the result is fully reviewed by someone who is qualified to do that in Germany
      • Carlo is a great European lawyer, but I doubt he is able to express views on specific German laws
      • We’re not hearing people’s concerns and doing something about them
      • People expressing their concerns are being dismissed
      • All I’m hearing here is sticking with the document we have, and dismissing other views. Need to have it reviewed by German legal expert
    • No need to translate it into German (Michael M)
      • But Carlo can’t provide qualified German opinion
      • Extremely prudent for a German Rechtsanwalt to give a formal opinion that it’s in line with the statutes
  • Was a good experience for me to join today (Mert)

Public section ended 18:05 UTC / 19:05 Berlin time

B. Trustee/members-only section

  • Nothing for this meeting

C. Board and MC only section

  • Legal situation: 10 minutes

    • [REDACTED: 106 lines of confidential legal discussion]
  • Wealth management: 5 minutes (adjourned)

  • Advisory Board setup and composition: 10 minutes (adjourned)

  • Last minute, smaller group: Hiring status for Base and Scripting developers (adjourned)

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