CommunityBylawsConsolidation-20251129-DE.pdf (97,3 KB)
Here’s a German translation done via DeepL.
Hi Thorsten,
The document was shared on the mailing lists and directors and MC members edited it or used tracked changes or comment threads to modify the versions. As said also it was repeatedly reviewed by our independent legal counsel Carlo Piana
Cheers
Sophie
Merci Sophie !
Just a quick note to say: the new bylaws draft, as Eyal points out contains many extremely controversial items, and merits significant thought and discussion in my view. I’m still trying to digest many parts of it.
Thanks for that - I was re-assured by the commitment in the last board call that there is no rush here; after ~15 years without bylaws - we can take some time to discuss and get these right. I’m also pleased to see that explaining the reasons for specific items there can be provided, that is good.
One item that confuses me is why the BoD and MC have been developing such a significant body of policy that is the bylaws in private for 11 months. What was the exceptional need for confidentiality there ? and can the discussions and decision making that went into the document be made public ?
We just carried on the process that the former chairperson, currently your employee, started and instead of doing it as a small committee as envisaged we included all the members of the Board and the MC.
As you can see now the result is public so that you can comment on the actual merits of it.
Hi @PaoloVecchi ,
Thx for crediting me for kicking-off this long-overdue project. But let me outline in detail, how that was initially planned:
There was no plan to work on this for 11 months in secret (well, it’s now effectively 24 months - Sophie started the work IIRC in November 2023). There was deliberate effort to create a working group with a wide spectrum of views & community representation (open to a group including, but not limited to BoD and MC). There were no plans to grant the BoD far-reaching & unchecked additional powers, nor going against both letter and intent of the TDF statutes - instead, the plan was to only regulate what so far was missing from the initial statutes: details on acceptance and removal from the Board of Trustees, § 12 (5).
Therefore, I sadly have to conclude that the current board did not carry on the process I had initiated. Instead it came up with an almost irredeemably partisan document, which will likely exclude vast portions of the current membership, with even less oversight than before & no recourse. Or are you telling me, that this document was co-written by all of the BoD & MC members, in bipartisan agreement?
Best, Thorsten
Didn’t you send out an announcement about your plan to change the Bylaws when you started the project back in 2023?
Where did you read that?
Odd, I can’t find any reference or any minutes saying anything about any limitation of scope. Could you check in your archive and provide us with some evidence supporting your statement that the committee agreed to that limited scope?
Please do define “partisan”.
I see that you and your employer often use the term “partisan” when someone doesn’t agree with your views. Is that by any chance a corporate lingo that is being misunderstood or is an attempt of creating artificial division where there shouldn’t be any?
This document does not represent the united view of the Board, nor I suspect the MC (although I have limited data on that since the MC has not minuted any activity for a significant time).
Odd that you are saying that as I’m not seeing any major disagreement from any member of the board or the MC during the past 11 months on any of the versions that have been sent back and forth between all of us.
There have been a couple of comments by one person about a few lines of text but when asked to provide a more detailed analysis about these comments no answers came back indicating that these few lines of text were OK after all.
So it seems there is a consensus or at least a vast majority support for the draft that has been published.
Well let me be clear then as you’ve obviously not understood. I disagree with the document, I agree completely with Eyal’s analysis and I oppose adopting it.
I recognise that the faction you speak for loves it; others don’t, and your failure to acknowledge that is significant. However the changes required to make it fair to all TDF Trustees are far too large to be achieved by mere comments and corrections - it needs a full, open review, or (better) replacement with a much smaller document that addresses only the points where the Statutes call for specific bylaws.
Definitely, this document does not represent the united view of the MC. At least, being an MC member, I do not agree with this doc.
Definition of a faction action: Anyone who engages or attempts to engage in violent action against a legally established government with the aim of provoking unrest. (source: FACTIEUSE : Définition de FACTIEUSE)
I promise that what I wrote in the document was solely for the good of the foundation, respecting its statutes and clarifying few topics. There was no attempt to engage in violent action against the foundation. And speaking of partisan, considering who I am, that’s not the best term to use with me or those who remember the resistance in my country.
That’s a long time I and several FR community members wanted a document that clearly detailled the foundation organization, that’s great to have it now, it will help new commers to understand how the foundation is working.
In light of what happened in previous years, with for (one) example TDC’s attempt to strip the foundation of its substance, it seems obvious to me that we must clarify how we have adapted the foundation’s governance to its new landscape and how, as advised by many of the consultants who advised us over the past years, we have modified its governance, and we have worked with Carlo Piana (Carlo Piana - Wikipedia) on this
However, I can understand that for Collabora, agreeing on a limit of their representation in the board of trustee could be difficult. But this request to protect the foundation from being taken over by a company, was and is very legit to me.
I’m waiting for more feedback from the other native language communities as we have translated the document, but I’m happy that finally, we have it done 
… what happened in the past few years that requires setting clear rules to avoid the repeat of the abuses that are well documented in legal statements, audits and behaviours that would be unacceptable in any organisation and even less within a Foundation such as ours, “your failure to acknowledge that is significant”.
I do understand that you might have been quite busy lately as you failed repeatedly to perform even your basic duty of voting for important administrative matters for TDF but then if you are completely unprepared on the matter at least abstain from making comments of that type.
If you also failed to make any positive contribution to the document for the past 11 months then you should be thankful to the members of the board and the MC that worked on it taking in consideration all the gaps in terms of rules and clarifications that allowed a few to create the legal mess you should know about.
Do you really see it necessary to use such a divisive language like others using the term “partisan” with whoever doesn’t agree with their corporate view and interests?
If you have to resort to these types of linguistic tricks then you give the impression that you have nothing intellectually interesting to offer on the matter so you could have simply avoided that comment.
You are supporting statements that are factually incorrect and that is yet another failure to perform your basic duties.
As a member of the Board of Directors shouldn’t you lead by example and show that you actually read and validate statements before supporting them?
I suppose my first answer clarifies why this would be a very unwise plan.
I don’t know why you use words like that, but it’s obviously not about “loving” any kind of document. These things are necessary to fix TDF – to ensure healthy, independent governance of a non-profit in the future.
I don’t “love” it. In fact, I wish we were never in this position. But given the situation we are in, after the previous Board terms, we have to make changes so that we can continue to run TDF for everyone, including in the interests of all the volunteers that help to make LibreOffice.
Hi Mike,
But in whose opinion? Like Eyal and others, I see many things in these bylaws that will break TDF even more. We need to open up to at least the Trustees for a full review. That doesn’t mean posting a read-only document on a take-it-or-leave-it basis, it means discussing each section carefully and considering what is needed and why.
This is not binary. I am in favour of change, and indeed have requested bylaws be written. But these bylaws are not going to make things better. They include many problematic concepts such as terminating membership after just three months, ejecting Trustees on the basis of hearsay with no recourse to due process, excluding people because of their employer and more that are simply wrong and open to abuse.
TDF needs to include and give voice to more of its historic supporters - the one year renewals are already harmful - not fewer. There are definitely some bylaws needed - s 10(3) calls for one, so does s 12(5). That’s where we should start, and only add more once those are agreed by the trustees and passed by the board.
Cheers
Simon
Why are you saying this to me? I do not speak for Collabora, have never had a relationship with the company and have no interest in arguing for special treatment for them.
The code of conduct committee does not appear to be gathering opinions.
It seems to be nothing more than an internal charter, full of common sense, but not a legal text.
If not, please clarify what it is linked to.
The appointment process raises questions, as there are no elections and no required qualifications. One of the current members is also board director. As with the ESC or other, this is incompatible due to the obvious risk of bias.
“The Code of Conduct Committee is in charge of enforcing the Code of Conduct. CoCC members are not elected but appointed by the Board of Directors. It is composed by an odd number of Board of Trustees members. For more information, see [Code of Conduct Committee](#2.1.1.6.Code of Conduct Committee [CCC]|outline) under Governance.”