Conflict of Interest Policy

Board Discuss
#1

Dear fellow community,

I'd like to make available, with the present message, the draft of an amendment to the Rules of Procedure of the Board of Directors, aimed at including a Conflict of Interest Policy. This process is stated in § 1.2 of said Rules of Procedure [1].

The Membership Committee has recently adopted a Conflict of Interest Policy [2]. Other directors and myself want a Conflict of Interest Policy also for the Board of Directors, as a guide to correct behavior; we also think that having a policy would simplify internal processes and the onboarding of the new members, both in the Board of Directors and in the Membership Committee.

As per said §1.2 of the Rules of Procedure, I propose the following amendment. The Preamble will be changed to read:

---

Preamble

In addition to § 7, (5) of the statutes, the Board of Directors hereby agrees on the following rules of procedure. Notwithstanding any regulations in the statutes, this document defines board processes, decision making, as well as sharing and delegation of board tasks.

Binding part of these Rules of Procedure is the Board’s Conflict of Interest Policy: https://wiki.documentfoundation.org/File:BoD_Conflict_of_Interest_Policy_ver1_1.pdf

Should elements of the Rules of Procedure be in collision with the Conflict of Interest Policy, the rules of the Conflict of Interest Policy always shall prevail.

---

Background information:

The Board of Directors discussed, in the previous month, to implement a Conflict of Interest Policy (from now on, CoI Policy) in reply to the kind suggestion of the Membership Committee.

The MC itself adopted a CoI Policy (see [2]), that was then forwarded to the Board of Directors as a proposal. It has been reviewed by our legal consultant, so was the Membership Committee’s version, and optimized to adhere to the specific provisions of the Statutes for the Board of Directors. The Board of Directors will vote on the definitive adoption of the proposed CoI Policy in a week.

The proposed CoI Policy condenses predicaments contained in various sections of the TDF Statutes and common behaviors when dealing with possibly overlapping loyalties (e.g. recusing themselves from voting on a specific topic); this document is, in the end, a simpler guide to quickly identify and react upon possible conflict of interest by the members of the Board of Directors.

The intent is to better manage overlapping loyalties and not to actively exclude a potentially conflicted person from any decisions at all taken in the Board, but, if a conflict exists, only on specific topics related to said conflict.

Please find the proposed text for the Board of Directors’ Conflict of Interest Policy in the link above (or in [3]).

We are, as always, available to clarify any issues and questions that may arise in the meantime.

Cheers, regards,

[1]: https://wiki.documentfoundation.org/TDF/BoD_rules

[2]: https://wiki.documentfoundation.org/File:Membership_Committee_Conflict_of_Interest_Policy_final.pdf

[3]: https://wiki.documentfoundation.org/File:BoD_Conflict_of_Interest_Policy_ver1_1.pdf

#2

Just to be clear, Emiliano, is this an official Board communication or a personal message from you?

S.

On Mon, Oct 4, 2021 at 10:55 PM Emiliano Vavassori <emiliano.vavassori@documentfoundation.org> wrote:

Dear fellow community,

I’d like to make available, with the present message, the draft of an
amendment to the Rules of Procedure of the Board of Directors, aimed at
including a Conflict of Interest Policy. This process is stated in § 1.2
of said Rules of Procedure 1.

The Membership Committee has recently adopted a Conflict of Interest
Policy 2. Other directors and myself want a Conflict of Interest
Policy also for the Board of Directors, as a guide to correct behavior;
we also think that having a policy would simplify internal processes and
the onboarding of the new members, both in the Board of Directors and in
the Membership Committee.

As per said §1.2 of the Rules of Procedure, I propose the following
amendment. The Preamble will be changed to read:

Preamble

In addition to § 7, (5) of the statutes, the Board of Directors hereby
agrees on the following rules of procedure. Notwithstanding any
regulations in the statutes, this document defines board processes,
decision making, as well as sharing and delegation of board tasks.

Binding part of these Rules of Procedure is the Board’s Conflict of
Interest Policy:
https://wiki.documentfoundation.org/File:BoD_Conflict_of_Interest_Policy_ver1_1.pdf

Should elements of the Rules of Procedure be in collision with the
Conflict of Interest Policy, the rules of the Conflict of Interest
Policy always shall prevail.

Background information:

The Board of Directors discussed, in the previous month, to implement a
Conflict of Interest Policy (from now on, CoI Policy) in reply to the
kind suggestion of the Membership Committee.

The MC itself adopted a CoI Policy (see 2), that was then forwarded to
the Board of Directors as a proposal. It has been reviewed by our legal
consultant, so was the Membership Committee’s version, and optimized to
adhere to the specific provisions of the Statutes for the Board of
Directors. The Board of Directors will vote on the definitive adoption
of the proposed CoI Policy in a week.

The proposed CoI Policy condenses predicaments contained in various
sections of the TDF Statutes and common behaviors when dealing with
possibly overlapping loyalties (e.g. recusing themselves from voting on
a specific topic); this document is, in the end, a simpler guide to
quickly identify and react upon possible conflict of interest by the
members of the Board of Directors.

The intent is to better manage overlapping loyalties and not to actively
exclude a potentially conflicted person from any decisions at all taken
in the Board, but, if a conflict exists, only on specific topics related
to said conflict.

Please find the proposed text for the Board of Directors’ Conflict of
Interest Policy in the link above (or in 3).

We are, as always, available to clarify any issues and questions that
may arise in the meantime.

Cheers, regards,

–
Emiliano Vavassori, Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint

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#3

Definitely not only from Emiliano.

Franklin

Simon Phipps 於 2021/10/5 下午7:11 寫道:

Just to be clear, Emiliano, is this an official Board communication or a personal message from you?

S.

On Mon, Oct 4, 2021 at 10:55 PM Emiliano Vavassori <emiliano.vavassori@documentfoundation.org> wrote:

Dear fellow community,

I’d like to make available, with the present message, the draft of an
amendment to the Rules of Procedure of the Board of Directors, aimed at
including a Conflict of Interest Policy. This process is stated in § 1.2
of said Rules of Procedure 1.

The Membership Committee has recently adopted a Conflict of Interest
Policy 2. Other directors and myself want a Conflict of Interest
Policy also for the Board of Directors, as a guide to correct behavior;
we also think that having a policy would simplify internal processes and
the onboarding of the new members, both in the Board of Directors and in
the Membership Committee.

As per said §1.2 of the Rules of Procedure, I propose the following
amendment. The Preamble will be changed to read:

Preamble

In addition to § 7, (5) of the statutes, the Board of Directors hereby
agrees on the following rules of procedure. Notwithstanding any
regulations in the statutes, this document defines board processes,
decision making, as well as sharing and delegation of board tasks.

Binding part of these Rules of Procedure is the Board’s Conflict of
Interest Policy:
https://wiki.documentfoundation.org/File:BoD_Conflict_of_Interest_Policy_ver1_1.pdf

Should elements of the Rules of Procedure be in collision with the
Conflict of Interest Policy, the rules of the Conflict of Interest
Policy always shall prevail.

Background information:

The Board of Directors discussed, in the previous month, to implement a
Conflict of Interest Policy (from now on, CoI Policy) in reply to the
kind suggestion of the Membership Committee.

The MC itself adopted a CoI Policy (see 2), that was then forwarded to
the Board of Directors as a proposal. It has been reviewed by our legal
consultant, so was the Membership Committee’s version, and optimized to
adhere to the specific provisions of the Statutes for the Board of
Directors. The Board of Directors will vote on the definitive adoption
of the proposed CoI Policy in a week.

The proposed CoI Policy condenses predicaments contained in various
sections of the TDF Statutes and common behaviors when dealing with
possibly overlapping loyalties (e.g. recusing themselves from voting on
a specific topic); this document is, in the end, a simpler guide to
quickly identify and react upon possible conflict of interest by the
members of the Board of Directors.

The intent is to better manage overlapping loyalties and not to actively
exclude a potentially conflicted person from any decisions at all taken
in the Board, but, if a conflict exists, only on specific topics related
to said conflict.

Please find the proposed text for the Board of Directors’ Conflict of
Interest Policy in the link above (or in 3).

We are, as always, available to clarify any issues and questions that
may arise in the meantime.

Cheers, regards,

–
Emiliano Vavassori, Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint

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Simon Phipps

Office: +1 (415) 683-7660 or +44 (238) 098 7027
Signal/Mobile: +44 774 776 2816

#4

With respect, Franklin, that doesn’t answer the question. Is this an official Board communication that Emiliano has sent?

Cheers

Simon

On Tue, Oct 5, 2021 at 12:19 PM Franklin Weng <franklin@documentfoundation.org> wrote:

Definitely not only from Emiliano.

Franklin

Simon Phipps 於 2021/10/5 下午7:11 寫道:

Just to be clear, Emiliano, is this an official Board communication or a personal message from you?

S.

On Mon, Oct 4, 2021 at 10:55 PM Emiliano Vavassori <emiliano.vavassori@documentfoundation.org> wrote:

Dear fellow community,

I’d like to make available, with the present message, the draft of an
amendment to the Rules of Procedure of the Board of Directors, aimed at
including a Conflict of Interest Policy. This process is stated in § 1.2
of said Rules of Procedure 1.

The Membership Committee has recently adopted a Conflict of Interest
Policy 2. Other directors and myself want a Conflict of Interest
Policy also for the Board of Directors, as a guide to correct behavior;
we also think that having a policy would simplify internal processes and
the onboarding of the new members, both in the Board of Directors and in
the Membership Committee.

As per said §1.2 of the Rules of Procedure, I propose the following
amendment. The Preamble will be changed to read:

Preamble

In addition to § 7, (5) of the statutes, the Board of Directors hereby
agrees on the following rules of procedure. Notwithstanding any
regulations in the statutes, this document defines board processes,
decision making, as well as sharing and delegation of board tasks.

Binding part of these Rules of Procedure is the Board’s Conflict of
Interest Policy:
https://wiki.documentfoundation.org/File:BoD_Conflict_of_Interest_Policy_ver1_1.pdf

Should elements of the Rules of Procedure be in collision with the
Conflict of Interest Policy, the rules of the Conflict of Interest
Policy always shall prevail.

Background information:

The Board of Directors discussed, in the previous month, to implement a
Conflict of Interest Policy (from now on, CoI Policy) in reply to the
kind suggestion of the Membership Committee.

The MC itself adopted a CoI Policy (see 2), that was then forwarded to
the Board of Directors as a proposal. It has been reviewed by our legal
consultant, so was the Membership Committee’s version, and optimized to
adhere to the specific provisions of the Statutes for the Board of
Directors. The Board of Directors will vote on the definitive adoption
of the proposed CoI Policy in a week.

The proposed CoI Policy condenses predicaments contained in various
sections of the TDF Statutes and common behaviors when dealing with
possibly overlapping loyalties (e.g. recusing themselves from voting on
a specific topic); this document is, in the end, a simpler guide to
quickly identify and react upon possible conflict of interest by the
members of the Board of Directors.

The intent is to better manage overlapping loyalties and not to actively
exclude a potentially conflicted person from any decisions at all taken
in the Board, but, if a conflict exists, only on specific topics related
to said conflict.

Please find the proposed text for the Board of Directors’ Conflict of
Interest Policy in the link above (or in 3).

We are, as always, available to clarify any issues and questions that
may arise in the meantime.

Cheers, regards,

–
Emiliano Vavassori, Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint

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–

Simon Phipps

Office: +1 (415) 683-7660 or +44 (238) 098 7027
Signal/Mobile: +44 774 776 2816

-- 
Franklin Weng
Deputy chairman, Board of Director & Member, Certification Committee
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: [https://www.documentfoundation.org/imprint](https://www.documentfoundation.org/imprint)

–

#5

Hi Simon,

I believe that in the email is clearly stated that the proposal follows Art. 1.2 of the rules of procedure which has my full support as well as the support of other Directors.

The official Board vote will start next week.

Ciao

Paolo

On 05/10/2021 13:11, Simon Phipps wrote:

Just to be clear, Emiliano, is this an official Board communication or a personal message from you?

S.

On Mon, Oct 4, 2021 at 10:55 PM Emiliano Vavassori <emiliano.vavassori@documentfoundation.org> wrote:

Dear fellow community,

I’d like to make available, with the present message, the draft of an
amendment to the Rules of Procedure of the Board of Directors, aimed at
including a Conflict of Interest Policy. This process is stated in § 1.2
of said Rules of Procedure 1.

The Membership Committee has recently adopted a Conflict of Interest
Policy 2. Other directors and myself want a Conflict of Interest
Policy also for the Board of Directors, as a guide to correct behavior;
we also think that having a policy would simplify internal processes and
the onboarding of the new members, both in the Board of Directors and in
the Membership Committee.

As per said §1.2 of the Rules of Procedure, I propose the following
amendment. The Preamble will be changed to read:

Preamble

In addition to § 7, (5) of the statutes, the Board of Directors hereby
agrees on the following rules of procedure. Notwithstanding any
regulations in the statutes, this document defines board processes,
decision making, as well as sharing and delegation of board tasks.

Binding part of these Rules of Procedure is the Board’s Conflict of
Interest Policy:
https://wiki.documentfoundation.org/File:BoD_Conflict_of_Interest_Policy_ver1_1.pdf

Should elements of the Rules of Procedure be in collision with the
Conflict of Interest Policy, the rules of the Conflict of Interest
Policy always shall prevail.

Background information:

The Board of Directors discussed, in the previous month, to implement a
Conflict of Interest Policy (from now on, CoI Policy) in reply to the
kind suggestion of the Membership Committee.

The MC itself adopted a CoI Policy (see 2), that was then forwarded to
the Board of Directors as a proposal. It has been reviewed by our legal
consultant, so was the Membership Committee’s version, and optimized to
adhere to the specific provisions of the Statutes for the Board of
Directors. The Board of Directors will vote on the definitive adoption
of the proposed CoI Policy in a week.

The proposed CoI Policy condenses predicaments contained in various
sections of the TDF Statutes and common behaviors when dealing with
possibly overlapping loyalties (e.g. recusing themselves from voting on
a specific topic); this document is, in the end, a simpler guide to
quickly identify and react upon possible conflict of interest by the
members of the Board of Directors.

The intent is to better manage overlapping loyalties and not to actively
exclude a potentially conflicted person from any decisions at all taken
in the Board, but, if a conflict exists, only on specific topics related
to said conflict.

Please find the proposed text for the Board of Directors’ Conflict of
Interest Policy in the link above (or in 3).

We are, as always, available to clarify any issues and questions that
may arise in the meantime.

Cheers, regards,

–
Emiliano Vavassori, Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint

–
To unsubscribe e-mail to: board-discuss+unsubscribe@documentfoundation.org
Problems? https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/
Posting guidelines + more: https://wiki.documentfoundation.org/Netiquette
List archive: https://listarchives.documentfoundation.org/www/board-discuss/
Privacy Policy: https://www.documentfoundation.org/privacy

–

Simon Phipps

Office: +1 (415) 683-7660 or +44 (238) 098 7027
Signal/Mobile: +44 774 776 2816

#6

With respect, Paolo, that does not answer the question either.

S.

On Tue, Oct 5, 2021 at 1:07 PM Paolo Vecchi <paolo.vecchi@documentfoundation.org> wrote:

Hi Simon,

I believe that in the email is clearly stated that the proposal follows Art. 1.2 of the rules of procedure which has my full support as well as the support of other Directors.

The official Board vote will start next week.

Ciao

Paolo

On 05/10/2021 13:11, Simon Phipps wrote:

Just to be clear, Emiliano, is this an official Board communication or a personal message from you?

S.

On Mon, Oct 4, 2021 at 10:55 PM Emiliano Vavassori <emiliano.vavassori@documentfoundation.org> wrote:

Dear fellow community,

I’d like to make available, with the present message, the draft of an
amendment to the Rules of Procedure of the Board of Directors, aimed at
including a Conflict of Interest Policy. This process is stated in § 1.2
of said Rules of Procedure 1.

The Membership Committee has recently adopted a Conflict of Interest
Policy 2. Other directors and myself want a Conflict of Interest
Policy also for the Board of Directors, as a guide to correct behavior;
we also think that having a policy would simplify internal processes and
the onboarding of the new members, both in the Board of Directors and in
the Membership Committee.

As per said §1.2 of the Rules of Procedure, I propose the following
amendment. The Preamble will be changed to read:

Preamble

In addition to § 7, (5) of the statutes, the Board of Directors hereby
agrees on the following rules of procedure. Notwithstanding any
regulations in the statutes, this document defines board processes,
decision making, as well as sharing and delegation of board tasks.

Binding part of these Rules of Procedure is the Board’s Conflict of
Interest Policy:
https://wiki.documentfoundation.org/File:BoD_Conflict_of_Interest_Policy_ver1_1.pdf

Should elements of the Rules of Procedure be in collision with the
Conflict of Interest Policy, the rules of the Conflict of Interest
Policy always shall prevail.

Background information:

The Board of Directors discussed, in the previous month, to implement a
Conflict of Interest Policy (from now on, CoI Policy) in reply to the
kind suggestion of the Membership Committee.

The MC itself adopted a CoI Policy (see 2), that was then forwarded to
the Board of Directors as a proposal. It has been reviewed by our legal
consultant, so was the Membership Committee’s version, and optimized to
adhere to the specific provisions of the Statutes for the Board of
Directors. The Board of Directors will vote on the definitive adoption
of the proposed CoI Policy in a week.

The proposed CoI Policy condenses predicaments contained in various
sections of the TDF Statutes and common behaviors when dealing with
possibly overlapping loyalties (e.g. recusing themselves from voting on
a specific topic); this document is, in the end, a simpler guide to
quickly identify and react upon possible conflict of interest by the
members of the Board of Directors.

The intent is to better manage overlapping loyalties and not to actively
exclude a potentially conflicted person from any decisions at all taken
in the Board, but, if a conflict exists, only on specific topics related
to said conflict.

Please find the proposed text for the Board of Directors’ Conflict of
Interest Policy in the link above (or in 3).

We are, as always, available to clarify any issues and questions that
may arise in the meantime.

Cheers, regards,

–
Emiliano Vavassori, Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint

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To unsubscribe e-mail to: board-discuss+unsubscribe@documentfoundation.org
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–

Simon Phipps

Office: +1 (415) 683-7660 or +44 (238) 098 7027
Signal/Mobile: +44 774 776 2816

-- 
Paolo Vecchi - Deputy Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: [https://www.documentfoundation.org/imprint](https://www.documentfoundation.org/imprint)

–

#7

Hi Simon,

Thanks for your inquiry and very sorry to reply with such a delay.

Just to be clear, Emiliano, is this an official Board communication or a personal message from you?

As I read §1.2 of the Rules of Procedure of the Board of Directors, it is mandatory to make available a proposal of the amendments to said Rules to the public at lease one week in advance a final vote from the Board, and that's what my message was sent for. The draft proposed aims to modify the Rules of Procedure to include a Conflict of Interest policy.

This proposal of amendments is my own, but, as already clarified by others, is supported by other directors.

The official Board approval (or an eventual rejection) is determined then when this proposal will be voted by the Board itself.

I hope this clarifies your doubts.

Regards,

#8

Hi Emiliano! Many thanks for the reply.

On Wed, Oct 6, 2021 at 12:58 PM Emiliano Vavassori <emiliano.vavassori@documentfoundation.org> wrote:

As I read §1.2 of the Rules of Procedure of the Board of Directors, it
is mandatory to make available a proposal of the amendments to said
Rules to the public at lease one week in advance a final vote from the
Board, and that’s what my message was sent for. The draft proposed aims
to modify the Rules of Procedure to include a Conflict of Interest policy.

I think you are right, yes, which is why I sought clarification whether this was the Board providing formal notice of an intent to make such a modification. From your reply I see that is not the case, and we should consequently expect the Board to provide such notice when a final version is expected to be brought to the vote.

For the record, I fully support having a Conflict of Interest policy at TDF. When I was on the Board we always operated as if there was one already, based on consensus consideration of the bylaws, and I recall Directors respected that consensus. Having a formally accepted position is an improvement if it reflects the bylaws and is fair to all forms of interest parties may have.

Given this is such an important topic, I request that the Board hold a public process (or at minimum open to Members) to review the text they intend to vote on and provide Members with enough time to consider the text and a means to seek clarifications, rather than performing a fait accomplis with a minimal public review period – something I know you and some colleagues care about a great deal.

This proposal of amendments is my own, but, as already clarified by
others, is supported by other directors.

I will note none of the text has been supplied to or discussed by the legal committee (where I am a volunteer).

The official Board approval (or an eventual rejection) is determined
then when this proposal will be voted by the Board itself.

Naturally - hopefully a text that can be unanimously approved will arise so that there is no taint of partisanship. Do you or your fellow directors have insight when that is planned? I don’t recall seeing it mentioned in previous minutes but I may have overlooked it.

I hope this clarifies your doubts.

Very useful - thanks again for your reply

Cheers

Simon

–

#9

Hi Simon,

Sorry for the belated answer :confused:

I think you are right, yes, which is why I sought clarification whether this was the Board providing formal notice of an intent to make such a modification.

I cannot read, in the Statutes or in the Rules of Procedure, such a mandatory step, nor an indication that a proposal of amendment to the Rules cannot be made by a Director, asking for a vote. Can you point out where your understanding comes from, please?

The proposed amendments were known to the full Board before publishing and the proposed policy has been in discussion for over a month. Since there was no unanimous consensus about it, but a fully shared understanding that a written CoI policy is needed, I proposed the vote.

For the record, I fully support having a Conflict of Interest policy at TDF.

Thank you for your support.

Given this is such an important topic, I request that the Board hold a public process (or at minimum open to Members) to review the text they intend to vote on and provide Members with enough time to consider the text and a means to seek clarifications, rather than performing a /fait accomplis/ with a minimal public review period -- something I know you and some colleagues care about a great deal.

While I share the need of publicity, common understanding and request/provision of feedback by a larger base, please understand this document regulates the internal processes of the Board of Directors.

Someone, inside the Board, asked to extend the proposed policy by default to any member, but I must say I am very reluctant in doing so without any direct involvement of other TDF bodies (incl. the Membership Committee and the Board of Trustees, for example). Unfortunately, this will be a pretty long journey, one which the actual Board can eventually just start, but that cannot commit to finish.

Also, with e.g. a significant number of tenders this year, it's important to have a policy for the current board in place, and not only for the next one.

So we have to start somewhere. A similar policy has been prepared by fellow members drawing from years of experience in various bodies, reviewed directly by our legal consultant (mandated by the Board itself) and then voted by the MC with a large majority. We then asked our legal consultant to provide a version based on the MC one that would fit the Statutes' provisions for the Board. This was followed by an internal review and a call. To make a long story short, the heavy side of the work needed for a first version has been provided to the Board and approved by another TDF official body with a large majority, so it only seems sensible and respectful towards the work put into it by our fellow members to adopt this policy as a first step.

I will note none of the text has been supplied to or discussed by the legal committee (where I am a volunteer).

I really appreciate your activity in the project and the Foundation. I will welcome very thankfully your involvement (and by extension, of any other volunteer) for the future versions of a CoI Policy. We already discussed how to make changes in a future version, but as said, we need to make a start with an initial version.

Naturally - hopefully a text that can be unanimously approved will arise so that there is no taint of partisanship.

Yes, a unanimously approved version would have been indeed the best outcome. So, independently of the results of the vote of this proposal, I look forward to work on further improvements assured by the fact that all the stakeholders are fully committing to it.

Do you or your fellow directors have insight when that is planned? I don't recall seeing it mentioned in previous minutes but I may have overlooked it.

As you can see yourself from the background information I provided here, that is not foreseeable now, based on different understanding on how in depth an eventual public/members' contribution to the topic would be.

For myself, I am eager to start discussing it right after the vote.

Again, thanks for your inquiries; I hope this will be clarifying the ratio behind the proposal and the vote.

Regards,

#10

Just to re-iterate this: I personally find Simon's work on the legal committee invaluable. Simon regularly provides the benefit of his very considerable experience to the great benefit of TDF, in a most timely and helpful way in that context.

  I believe it would be extremely useful to include him into the timely review of this policy given his experience across many FLOSS projects.

  Thanks Simon,

    Michael.

#11

Michael,

you may re-iterate as many times as you like.

You have been told time and again that members will surely be welcome at future stages.

As explained by Emiliano "this document regulates the internal processes of the Board of Directors" and shares many good reasons to start with this one.

Ciao

Paolo

#12

Hi Emiliano, and thanks for your reply! I’m grateful for the effort you are putting in to this activity.

Someone, inside the Board, asked to extend the proposed policy by
default to any member, but I must say I am very reluctant in doing so
without any direct involvement of other TDF bodies (incl. the Membership
Committee and the Board of Trustees, for example).

The MC has already reviewed the version that applies to them (quite a different use case may I say, since they have such a narrow set of responsibilities even though they are important). TDF’s Board of Trustees is the Members! That’s who I am asking the Board to have review this document, with a relatively short deadline so as not to be disruptive. Trust me, I know how hard it is to get TDF’s Board to make a decision!

I definitely am not proposing a public review at this stage. Let’s not confuse the Trustees/Members. The Trustees are ultimately the people the Board and MC is accountable to and a policy aimed at controlling what their elected representatives can and can’t do is certainly of interest to them.

Cheers

Simon

#13

Hi Simom

I will note none of the text has been supplied to or discussed by the legal committee (where I am a volunteer).

Could you (or soemone else) please explain or point me to a location where I can find more on that legal committe? I tried a search at https://www.documentfoundation.org/ which didn't find anything.

#14

Hi Uwe,

Could you (or soemone else) please explain or point me to a location where I can find more on that legal committe? I tried a search at https://www.documentfoundation.org/ which didn't find anything.

I believe that the information you are looking for is here:

https://wiki.documentfoundation.org/TDF/BoD_rules#Decision_making_and_responsibilities

In the specific this part that lists the people that, among other things, are responsible for dealing with legal matters:

- contracts, hiring, taxes, legal compliance, GDPR, trademarks and brands: Lothar Becker, Paolo Vecchi, Michael Meeks

Ciao

Paolo

#15

Hi Uwe!

TDF has a mailing list, legal@df, that is the point-of-first-contact for any inbound legal matters (it’s referenced on various web pages). It comprises select staff, the Board’s formal Legal Committee, and a few former directors - all Trustees but I am not entirely sure who. We confidentially consider licensing enquiries, DMCA letters, commercial contract terms and other matters which would be costly for TDF to get formal first review from a fee-charging entity. We use our collective memory of TDF’s history, our business experience and our community experience to evaluate and (mostly help Florian) route to the correct handler. By using a larger informal group operating by consensus we are able to be responsive without creating undue risk. We have no authority - any actions need to be taken by the board or its empowered delegates. We save TDF a bunch of money on legal triage.

The list existed before I joined the Board six years ago (possibly even when I was on the first MC) and I have been on it for a long time, with the Board’s consent. I am often the first responder to issues. I am not aware of any documentation for it - it’s just one of those things that gets things done in a timely manner rather than consigning them forever to discussion.

HTH,

Simon

On Sun, Oct 10, 2021 at 10:17 AM Uwe Altmann <uwe@libreoffice.org> wrote:

Hi Simom

Am 06.10.21 um 14:46 schrieb Simon Phipps:

I will note none of the text has been supplied to or discussed by the legal
committee (where I am a volunteer).

Could you (or soemone else) please explain or point me to a location where
I can find more on that legal committe? I tried a search at
https://www.documentfoundation.org/ which didn’t find anything.

Mit freundlichen Grüßen
Uwe Altmann

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#16

Hi Emiliano, all,

The proposed amendments were known to the full Board before publishing
and the proposed policy has been in discussion for over a month. Since
there was no unanimous consensus about it, but a fully shared
understanding that a written CoI policy is needed, I proposed the vote.

More then the length of a discussion, I would suggest to look at if
there is the understanding in the board that all topics have more or
less been discussed so that there are ~no questions left, only maybe
that members have a different opinion on the facts.

(Apart from that, I'm not convinced - as explained before - that a
written policy will help to improve the work of the board; at least it
is not the fact that something is on paper, that will make possible
problems disappear.)

So we have to start somewhere. A similar policy has been prepared by
fellow members drawing from years of experience in various bodies,
reviewed directly by our legal consultant (mandated by the Board itself)
and then voted by the MC with a large majority. We then asked our legal

What I asked myself recently: when the MC worked on this, clearly also
with the intention to prepare it for the board, would it not have been a
good strategy, and a sign of transparency, to discus it/parts with the
board right away?

I really appreciate your activity in the project and the Foundation. I
will welcome very thankfully your involvement (and by extension, of any
other volunteer) for the future versions of a CoI Policy. We already
discussed how to make changes in a future version, but as said, we need
to make a start with an initial version.

Various members have expressed their concern earlier that with the
proposed version, members of the BoD with interest in how the policy
reads, may be excluded from voting about future versions, simply, if the
majority of the board decides they are in a CoI situation.

For myself, I am eager to start discussing it right after the vote.

The world upside down :wink:

Cheers,
Cor

#17

Hi Simon
Thank you for your explanations. (And I'm sure Paolo also has read them with interest.)

it's just one of those things that gets things done in a timely manner rather than consigning them forever to discussion.

Seems some things are still working quite well at the TDF :slight_smile:
And btw: Thanks for all your still lasting engagement.

#18

Hi Emiliano, all,

The proposed amendments were known to the full Board before publishing
and the proposed policy has been in discussion for over a month. Since
there was no unanimous consensus about it, but a fully shared
understanding that a written CoI policy is needed, I proposed the vote.

More then the length of a discussion, I would suggest to look at if
there is the understanding in the board that all topics have more or
less been discussed so that there are ~no questions left, only maybe
that members have a different opinion on the facts.

(Apart from that, I'm not convinced - as explained before - that a
written policy will help to improve the work of the board; at least it
is not the fact that something is on paper, that will make possible
problems disappear.)

So we have to start somewhere. A similar policy has been prepared by
fellow members drawing from years of experience in various bodies,
reviewed directly by our legal consultant (mandated by the Board itself)
and then voted by the MC with a large majority. We then asked our legal

What I asked myself recently: when the MC worked on this, clearly also
with the intention to prepare it for the board, would it not have been a
good strategy, and a sign of transparency, to discus it/parts with the
board right away?

I really appreciate your activity in the project and the Foundation. I
will welcome very thankfully your involvement (and by extension, of any
other volunteer) for the future versions of a CoI Policy. We already
discussed how to make changes in a future version, but as said, we need
to make a start with an initial version.

Various members have expressed their concern earlier that with the
proposed version, members of the BoD with interest in how the policy
reads, may be excluded from voting about future versions, simply, if the
majority of the board decides they are in a CoI situation.

For myself, I am eager to start discussing it right after the vote.

The world upside down :wink:

Cheers,
Cor

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