creation of The Document Collective (TDC)

[floeff]

Hello,

during today's LibreOffice Conference opening session, the board's resolution to create The Document Collective (TDC) has been announced, which is hereby published to the general public for feedback and discussion.

(Please use the public board-discuss@documentfoundation.org list for any discusisons related on this topic.)

The resolution taken during the board meeting on Monday, September 9, is as follows:

The Board RESOLVES to start creation of The Document Collective (TDC) by taking the following acts:

  - Broadly, to implement the concepts in the Board's Document "The Document Collective" version 0.4

  - Appoint a transitional leadership Group comprising Simon Phipps, Eike Rathke, Michael Meeks, Thorsten Behrens, and/or other volunteers TBD...

  - Direct the Group to sign an agreement with Public Software CIC hosting TDC as an unincorporated association

  - Allocate a loan of €50000 to be requested incrementally as needed by Public Software CIC for TDC when the Group so directs, to be returned once a surplus is available and at the Group's discretion concerning timing and portioning, with the addition of 3% annual interest.

  - Grant Public Software CIC a trademark license for "LibreOffice" when used in the context of an online application software store

  - Direct the Group to initiate availability of LibreOffice for Mac OS and Windows through the appropriate app stores for an appropriate fee

  - Request the Group to take over making available Impress Remote and LibreOffice Viewer if each or either proves appropriate for TDC

  - Direct the Group to commission a mechanism to spend TDC's income surplus in the manner agreed by the Board's Document

  - Direct the Group to plan for the transfer of all TDC activities and liabilities to an independent legal entity as soon as practical, with governance implementing the concepts in the Board's Document.

The document referenced in the resolution is available from

  https://nextcloud.documentfoundation.org/s/6FLTHyR8kYTAjrY

Additional slides are available from

  https://nextcloud.documentfoundation.org/s/KP8wwWnkLkxgW99

Florian

[uwealtmann]

Hi there

Just read the paper. It raised some questions.

What I'm absolutely missing is a draft of a business plan. Based on the experiences of collabora with the Apple Store (and perhaps CIB with MS) it should at least make clear the ability of self preservation of that business unit, expressed in the estimated yearly costs to provide the app-updates, estimated return from the stores, further costs like legal/tax consultancy, dues/fees, salaries etc. Without that, all further discussion seems senseless.

And what I do not understand at all is the reasons there is such a complicated and a difficult to zero controllable process with a "Public Software CIC" 50.000 € loan just to get an unincorporated association (whatever that means in terms of business and liability, i. e. ability to contract directly with app stores etc.

In Germany, founding a Limited Company (GmbH) will need 25 T€ initial capital (to which the liability of the company then is limited - we may even make up an "UG" with less to zero initial capital and liability). The overall costs are about less then 1.000 €, it'll take about four weeks time and perhaps one day work. So why the TDF does not start a GmbH (as owner) and use the 25 T€ initial capital (also loaned) to get it working?
Perfect control by the board and no hassle about "to commission a mechanism to spend TDC's income surplus in the manner agreed by the Board's Document" because all surplus will go automatically to TDF.

IF you don't like Germany, try a french s.a.r.l. But don't go outside EU, and GB is - sad to say - half way out and still on a "leave"-course.

No collision of interest too btw.

[mmeeks]

Hi Uwe,

Just read the paper. It raised some questions.

  It would probably help to come to the next board call and raise your
concerns.

And what I do not understand at all is the reasons there is such a
complicated and a difficult to zero controllable process with a
"Public Software CIC" 50.000 € loan just to get an unincorporated
association (whatever that means in terms of business and liability,
i. e. ability to contract directly with app stores etc.

  The number is large, but it is a contingency; I don't expect TDF to
loan anything like this much, and to provide cash incrementally as needed.

  In terms of where the entity finally ends up, the CIC is a short-term
bootstrapping mechanism - I don't believe there is a final decision on
entity location currently.

  There are some attractions however to having multiple jurisdictions
involved - we've really appreciated the flexibility that SPI has helped
us with over the years (as an example).

  All the best,

    Michael.

[dennisroczek]

Hi Michael,

Hi Uwe,

Just read the paper. It raised some questions.

  It would probably help to come to the next board call and raise your
concerns.

And what I do not understand at all is the reasons there is such a
complicated and a difficult to zero controllable process with a
"Public Software CIC" 50.000 € loan just to get an unincorporated
association (whatever that means in terms of business and liability,
i. e. ability to contract directly with app stores etc.

so basically UK is now out.

  The number is large, but it is a contingency; I don't expect TDF to
loan anything like this much, and to provide cash incrementally as needed.

  In terms of where the entity finally ends up, the CIC is a short-term
bootstrapping mechanism - I don't believe there is a final decision on
entity location currently.

Half a year later: any news on the base country?

  There are some attractions however to having multiple jurisdictions
involved - we've really appreciated the flexibility that SPI has helped
us with over the years (as an example).

As I do not find the numbers in the already published ledgers: how much money did The Document Foundation already paid to lawyers? And how much are they willing (or planning) to do this? Was the Videolan Community asked how they did handled al theses legal stuff?

  All the best,

    Michael.

Best regards,

Dennis

[mmeeks]

Hi Dennis,

There are some attractions however to having multiple jurisdictions
involved - we've really appreciated the flexibility that SPI has helped
us with over the years (as an example).

As I do not find the numbers in the already published ledgers: how much money did The Document Foundation already paid to lawyers ?

  So far - exactly zero, and exactly zero expenses for setting up TDC so far. TDF has paid no money to anyone around TDC AFAIK. Then again - we've had some friendly pro-bono legal advice, input from the group of FLOSS foundations, and a sensible group of people have put a lot of time into meeting and discussing options on constitution, jurisdiction and more.

And how much are they willing (or planning) to do this? Was the
Videolan Community asked how they did handled all these legal stuff?

  I've talked to Jean-Baptist a fair bit in the past - I would be surprised if he had a lot to offer on this topic, and VLC's profile is rather different from TDF's and TDCs. All these legal stuff is not quite as obvious as it may look at first glance - nevermind getting something setup, bank accounts opened, articles written and so on.

  Incidentally - one of the reasons that things do not get actually done around TDC (and in other places), is that as soon as consensus appears to be building [ getting a dozen people to agree on anything complex and nuanced is a tough process ] then something disruptive comes along to jam things up. That is really distressing for those wanting to get moving.

  The Board agreed to create TDC, it created a committee to do that, the committee met at some length, then that committee explained where it is at to a new Board. We're continuing to execute, and I think it's a good idea to publish an update - as a board we need to cleanup and publish minutes from our meeting in due course, which I expect to help.

  Please be patient; we are currently a few days away from the transition to a new board which (may) be more decisive and dynamic - I really hope so - let see.

  Then again - I love that you are interested & care! =) it has been a long time since anyone has turned up to a public board meeting, and/or asked good questions - which can surely only be a good thing.

  ATB,

    Michael.