[DECISION] Appoint members of the membership committee and announce final election results

Board Discuss
#14

Hi Eyal,

Thanks for your feedback and analysis. On this point somehow I think you mis-understood my statement; in case other people read it that way to - let me paste it again with more context, more some bold sections, and some clarification; thanks:

The obvious implication is - that I want TDF fixed; and I do not want the decent folk to leave or resign - since that will make it really hard. I’m encouraging decent people - who are willing to listen to all sides of an issue, collaborate & be reasonable - to stay and try to fix something good: TDF, that was envisioned and setup as a beautiful, collaborative, encouraging, world-changing project. I still have hope that we can get there - and the way to do that is not with a survivor set of incredibly tough, inflexible & aggressive people. At least that is what I’m trying to say: it is good to speak up and be heard of course - but we need open and sensible Trustees more than ever these days.

Regards,

Michael.

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#15

Based on messages that I have received during the last 24 hours, because the discussion was not limited to this thread, I am seriously considering stopping my attempts to improve the situation at TDF.

#16

I was incredibly surprised to see Cor candidacy, because there have been activities of the former BoD which are still to be evaluated by the authorities, who have received the audit but have not yet acted on it, and any responsible individual with a decent understanding of the situation would have abstained from presenting his candidacy to a foundation body which could be involved in the process by the authorities while in office (which, in turn, could create additional issues).

In addition, I have found surprising the coincidence between the end of Cor’s affiliation and the election’s timing. I have a decent management experience lasting around 20 years, and I have never seen such a coincidence happening without someone creating the coincidence on purpose. Of course, this time it could be a real coincidence, but I continue to find it surprising, and not convincing. This, independently of the three-month cooling-off period.

Add to this the fact that Cor did not manage the issue related to his affiliation in the proper way, with confusing communications.

Because of the above, I was the member of the BoD who asked for clarification about the affiliation, which Cor refused to provide. Although I understand that the information about the affiliation may be seen as confidential, it was something of fundamental importance for my choice. I have appreciated Collabora transparency on the matter, but Cor’s refusal has been a key factor in my decision.

I consider the points about the conflict of interest and the past activities as non fully relevant for my decision, as the past conflict of interest is a fact and also the past activities while a member of the BoD are a fact. Both the conflict of interest and the past activities were the same as other members of the BoD, and in my opinion would not be sufficient for the decision.

To sum thing up, as I have stated quite clearly, I consider Cor’s candidacy as irresponsible in relation to the current situation of the foundation, and this is the main reason of my decision, supported by Cor’s lack of transparency about his affiliation.

#17

Your vote in favor of this decision - at least in the context and timing it was taken - is not furthering those efforts; quite the opposite. Seeing how nobody has presented an argument justifying this decision, I ask that you consider reversing your support for it, even despite your negative opinion of Cor’s candidacy and tenure on the MC.

I ask the same thing of each of @PaoloVecchi , @Osvaldo_Gervasi , @sophi and @elianedomingos , individually.

#18

I respect your position, but you should respect mine. I have presented my reasons for the decision, and they should be respected. At the moment, it looks like they are not respected by many.

#19

You’ve presented reasons why it’s a bad idea for Cor to be on the MC; and reason to suspect the timing of the dis-affiliation of Cor from Collabora. But those are grounds for calling on trustees to not-vote for him; they aren’t grounds, or at least not valid grounds, to support his retroactive disqualification. You said you had wanted to voice your objections to his candiday publicly sooner; but neither you nor the board had done so. Now, even if there had been grounds for disqualification beforehand (which I do not believe is the case), some estoppel must apply.

Also remember, that Cor could have remained formally affiliated with Collabora and changed his name to Cor-llabora - and that in itself would still not disqualify him from being on the MC. It would just mean he had a stronger conflict-of-interests where it comes to affairs related to Collabora.

Scheduling townhall meetings on MC elections result
#20

Indeed. You should know that I made the following proposal on 2024-09-25 19:27 (before most directors had voted), but unfortunately the directors Sophie nominated (who now vote as a majority since Bjoern and Eike resigned) did not respond in any way to build a consensus proposal.

Dear colleagues,

tl;dr: I propose that the vote in progress be abandoned and we urgently have a new vote as described below that is capable of being a consensus decision.

Discussion

We have reached the point of voting without a true discussion of options between directors. We have received two sets of legal advice, one which left me with a sense of extreme caution about doing anything other than confirming the vote and the other which seemed so complicated and confusing in its discussion that it seemed to be seeking reasons to justify a predetermined outcome. I thus find the legal advice unsatisfying and believe the Directors need to take a decision of their own that accommodates the diverse views we hold.

TDF’s statutes do a poor job at detailing processes for handling difficulties. We found last year that the MC has no mechanisms for appeals or for usable oversight of its decisions. Now we find there is almost no mechanism to deal with a contested election confirmation.

According to the Statutes, a member of the MC may be expelled by a vote of the Trustees. The rule says

A member of the Membership Committee may be dismissed by the Board of Trustees by vote at any time for any important reason following a hearing before the Board of Directors and the member. The decision requires the majority of all Board of Trustees members, and not only of the voting members. The member concerned shall be excluded from the vote.

It is not the Board’s place to do this alone; rather it is a matter for the Trustees who elected the MC members. I recommend that the Board confirm the MC members as voted, inform the MC of the concerns expressed during this discussion and ask them if they agree with those concerns. If they do we would then have a full Trustee vote on the matter.

I remind you that I am unaligned in this matter, not acting out of friendship or “party loyalty” and considering only the best for TDF and its community. I believe to deny a Trustee election of MC members is a very very serious matter and I am not convinced the concerns expressed rise to the level justifying a unilateral action of the Board to deny their outcome.

Proposal

Thus the proposed alternate vote (a compromise that accommodates all our views to some extent):

  1. Confirm the MC election as determined by the Trustee voting
  2. Document the concerns of directors for the attention of the new MC and request they consider whether the matter requires a Trustee vote.

I also recommend (not as part of this proposed vote) we urgently review the Statutes to clarify the accountability of the Board, MC and Trustees to each other and the mechanisms for appeals of decisions.

S.

–

Simon Phipps, Deputy Chair of the Board of Directors
The Document Foundation, Winterfeldtstraße 52, 10781 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: Imprint | LibreOffice - Free and private office suite - Based on OpenOffice - Compatible with Microsoft

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TDF situation in relation to the German Foundations Authority, and why this led the BoD to make an extremely difficult decision on the MC election
#21

This is rather reminiscent of faction-partisan patterns from the last BoD, but this time with Cor on the receiving end. While I can’t deny a bit of schadenfreude in him getting a taste of the medicine he gleefully fed others - it was unfortunate then and is unfortunate now.

(Have some comments on other parts of that message but resisting the temptation to expand the scope of this thread.)

#22

:wink: appreciate the humor and agree with your dislike.
But pls allow me to point out that before I/we put something to vote, usually there were discussions of weeks or more (going round in loops often, larded with person attacks and framing). There’s one case where it took already multiple months before there was agreement on a compromise and then with acting on that people changed their minds and it took another 2 or 3 months before we found a solution…
So I don’t see myself particularly as a reason for the change towards less compromising in the governance of our community.

#23

Hi Italo,

Interesting that you were surprised to see my candidacy related to the, despite the all-clean setup new board, - apparently - still ongoing audit.
Audits must be run very well, and the board needs to cooperate closely with staff to make sure that all needed information is provided and the MC (representing the trustees) needs to look at that the board is doing that fair (and for sure staff could help spotting places where that maybe is not the case, if there were any). The board should not be left in the dark and the MC’s involvement should be more than a formal one where e.g. simple questions about progress of the audit could not be answered. (Notice any difference?)
An audit is serious, but there is no need to make it bigger than it is.
In case some topic comes at table in which there would be a CoI on my side, our procedures give the simple and clear way to handle.
Mind that in my candidacy I stated that my focus would be on core MC tasks, caring for the members.

Please allow me to state that I wonder why the resolution from the board used the words “legal matters also involve the past actions of the candidate” and not a common expression as e.g “cover the period that the candidate was director”??
The boards wording perfectly fits the badmouthing and character assassination that’s going on against me since more than two years, and in painting it all as drama and ‘caused by bad actions of…’
Possibly you are a victim of that too, which I could not blame you for, but…
Short: it’s hard to believe that my candidacy could create additional issues. One additional request however: if something causes you to be incredibly surprised, please don’t wait weeks, in which crucial procedural moments pass, to contact me.

What you are writing can be read as if you are suggesting that I’m not speaking the truth, that I’m willfully misleading my fellow members. I hope that is not the case.
But this situation is a new experience for you: it is coincidence and I can simply declare that under oath. To explain: it was already for some time that Michael and me both didn’t feel that our cooperation really made us happier people, so I decided to quit. As simple and human as it is, it is no one’s else business either.
Indeed, coincidentally it made it possible for me to stand for the MC. Being a member of the MC is a role that I know very well (9 or 10 years? in the past) and would love to fulfill (apparently carrying support from a large part of the community.)

I hope you do not support changing the rules during or after the game?

I’m sorry for what was confusing, but I tried my best and expect that my reply to Sophie is just clear.

It is noticeable that also the boards resolution says that I “rejected to answer the questions”. That is an incomplete and incorrect reference to what I wrote and denying the fact that I gave information.
The fact that I didn’t reply to the specific questions one by one, is for good reasons and doesn’t mean that I didn’t give the necessary information? I think I did, and even expressed in public that I’m open to look at questions left etc.

If you write that ‘I refused to provide clarification about the affiliation’ I’m wondering if you have missed one my mails Italo, or that the ongoing badmouthing about me, makes that people don’t believe my word… which is, looking at the basic rules in our community, quite problematic.

Greetings,
Cor

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#24

As I’m cited as “incredibly tough, inflexible & aggressive people.” I will reply that in the world I live in, you can’t be judge and party.
Meaning that:

  • with the work the audit has to achieve covering 2023,
  • the fact that TDF didn’t pass the one covering 2022 with the conclusion that TDF is in danger
  • the mess the foundation is in, unable to tender or pay previous work and that being only part of the legal issues
    I don’t see how Cor could be in the committee that supervise board activities and manage the communication with the auditor.

And I would have the same opinion and action for any other director who was in the previous board.

I’ve an ethic, and when a person is not able to manage correctly an issue about his affiliation, when this person was part of a board that left the foundation with several severe issues impacting its future, when again this person has a big conflict of interest if elected, then I can’t just let it go.

And I’m not happy at all to have to take this kind of decision, but the role of the board is to prevent further damages to the foundation.

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#25
  1. Somehow you could see him on the committee before the elections, but now that they’ve been held - you cannot.
  2. Cor is elected to be a member of the MC, he will not be managing the communication with the auditor - unless the MC decides as much (which it naturally won’t). Where he has conflicts-of-interests, he will need to remain uninvolved.
  3. You must recognize your own bias: You are the one to be supervised and audited; you will naturally tend to be averse to potential supervisory attention from, shall we say, an opponent-factional element.
  4. The trustees do see how Cor could be a Membership Committee; and it is they, not you, who get to choose. And they have. Did they choose wisely? Were they properly informed? You certainly did not speak out to get them to choose otherwise. Now that the choice has been made, respect that choice even if you disapprove of it - as you would like BoD choices and decisions to be respected.
  1. And yet you could “let it go” just fine until after the elections.
  2. You’ve had 7 months on the BoD to propose changes to candidacy criteria in the MC or other TDF official positions. Given your strong ethic, and how you can’t let it go - why did you not propose changing the MC membership criteria to reflect this ethic? Note I’m not asking about getting those changes passed which is a different matter.
  3. Your ethic does not legitimize the BoD taking a hammer to central structural pillars of our foundation.
  1. While Cor was vague where he should have been precise - he did not write something incorrect. But you’re actually admitting you did not vote in support of his retroactively disqualifying him because of that fact (which, again, you said nothing about before elections).
  2. You realize that the BoD which follows the one you’re on could say that you will have “left the foundation with severe issues impacting its future” - it’s what political opponents say. But you have not actually made specific, detailed, accusations of this kind against Cor. You have not demanded that he be removed as a trustee; or that he lose the privilege of running for office for a period of time; or even call on him to repent, to leave the TDF, or refrain from running for office. And now, since you hold a grudge (albeit justifiably) against the previous “governing coalition” and him personally - you claim the authority and justification for disqualifying him? Not acceptable. You will just have to grit your teeth and live with him as an MC member for the next term. (And in principle you could propose bylaws changes which make MC membership criteria stricter; but I believe you will be hard-pressed to get a disqualification even then, without any formal determination of wrongdoing on his part).

Your (personal) vote, and your (collective) action might well case the TDF not to pass its audit for 2024; or otherwise be perceived by German authorities as mis-conducting itself. The situation with Emiliano last year was a walk in the park compared to manipulating MC elections.

And let’s not forget the fact that you continue to hide the relevant documents and articles of communication from us.

Anyway, bottom line: @sophi, please reverse your vote on the decision to retroactively-disqualify Cor.

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#26

Hi Michael,

First of all, I want to make it clear that I respect everyone’s opinion.

My aim with this email is to share my considerations.

1 - The current board is working hard to be as transparent as possible with the community, as far as we are legally allowed.

2 - My vote was based on discussions on the board email list and an extraordinary board meeting attended by the legal adviser. The summary of all the information resulted in the email to the directors for a vote. I stand by my vote in the conviction that Mr. Cor Nouws has presented an irresponsible and toxic candidacy for the MC.

3 - It is important to note that the board has legal advice, i.e. a professional who knows the German statutes and laws.

4 - The majority of the board follows the line of ethics and respect for the statutes and German law.

5 - The majority of the board works in the best interests of TDF and the LibreOffice project. The other board members, on the other hand, are apparently on the board to serve interests that are neither TDF’s nor LibreOffice’s.

6 - The majority of the board is working to correct the errors made by past boards members. There are many. This has been a very big challenge because unfortunately, when these members and those of the previous board are presented with the wrongdoing, then comes the classical tactics of denials, truculence, and, ultimately, harassment.

7 - Michael, I think there is a terrible mistake and I find your discourteous deconstructive and delusional comment regrettable. First, I don’t have your phone number in my address book. Second, I answered a call in a cordial manner and if it was you on the call, I had no idea and thirdly, my battery died. Since you mentioned calling me, what was the purpose of your call?

I live in a country devastated when guys like Bolsonaro ruled. I know where it brings us when they are in the inner circle. Do yourself a favor, don’t call Trump here, you don’t’ know what that means.

Finally, as mentioned, we will organize a townhall meeting to answer questions from the community.

Best,
Eliane Domingos

#27

Can the board please share the legal advice? If I read various contributions correct, there are two.
Thanks,
Cor

#28

Exactly who are you referring to here, Eliane?

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#29

That is exactly what Paolo has been writing almost on a daily basis for more than two years about Thorsten and me in mostly internal mail, but also in public, and without doubt at other places.
Therefor I as well wanted to ask you, Eliane, based on what information you are stating that?

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#30

5 - The majority of the board works in the best interests of TDF and the LibreOffice project. The other board members, on the other hand, are apparently on the board to serve interests that are neither TDF’s nor LibreOffice’s.

I personally do not agree with the second sentence. I think that the BoD members who have voted differently have different POVs on the topic, which are perfectly legitimate. Even the BoD members who have voted in favour have different POVs, and have taken the decision based on what they thought was more significant for their opinions.

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#31

Oh, you think Eliane is referring to this vote and thus to me?

If that is the case it is a preposterous and defamatory statement and I demand @elianedomingos withdraw the comment (which I have had to correct her saying before) and apologise, as I am most definitely only motivated by what is best for LibreOffice and TDF taking the full perspective and overall community into account.

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#32

I want to make it clear that I respect everyone’s opinion.

… except if they are board members who vote against what you support, in which case you define them as “serving interests that are neither the TDF’s nor LibreOffice”. That is to say, you’re not actually respecting everyone’s opinion, you’re just stating that you do. If it were very clear, you would not need to “make it very clear”.

By Section 8.3.c of the bylaws, you must publish “the discussions … of the… Board of Directors”. Please publish that discussion. If it was just idle and non-binding chatter, then don’t publish it, but then you cannot claim it as the basis for your decision to vote in favor of this proposal.

You’re reminding me of how the courts in Israel treat Palestinian political prisoners. They typically phrase their decisions saying something like “Meaningful information shared with the court by the accusing party [i.e. the state, bringing in someone from the secret service to speak to the judge] leaves no doubt of the need to oblige the request for administrative detention / denial of bail / legitimacy of the arrest etc.” - information always hidden from the public.

  1. And yet, you had no objection to his candidacy until after the elections.
  2. So, you’re admitting that the reason for disqualifying him is your disapproval of him and his demeanor, not that he is inelligible.
  3. As a person who supposedly dislikes toxicity, you have poured a barrol of poison onto our electoral process. Or do you believe that if you mix some “let me clarify I respect everyone’s opinion” into the poison, then it doesn’t count?

No, you don’t have legal advice that says you can retroactively disqualify Cor after not having objected to his election. I am guessing you are either misreading or misrepresenting whatever advice you have been given.

Please. You people are routinely breaking the statutes by hiding important information from the trustees, and completely ignore complaints about this. Your behavior is very reminiscent of the ruling coalition on the previous board, who had a great image of themselves and the legitimacy of their actions - which unfortunately did not survive scrutiny by the authorities, e.g. in the case of Emiliano’s dismissal or with the audit.

  1. Everybody thinks that what they’re doing is in the best interest of the TDF and LibreOffice. Including the people you or I think are acting against those best interests. That is to say - that’s a vacuous statement.
  2. The Board of Directors cannot presume to determine the composition of the organ charged with its oversight. Doing so is absolutely not in the best interest of the TDF or LibreOffice.

You need to start respecting election outcomes and stop treating the TDF like it’s a toy for you to play with.

I want to also call on the outgoing MC here: @vmiklos , @deneb_alpha , @gbpacheco , @gponzo and @uwealtmann , and deputies @Shinji_Enoki @bvarga91 , @haris . We’ve not heard a peep from you on this matter (other than a side-comment by Uwe). Please make your voices heard and your opinion known.

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Scheduling townhall meetings on MC elections result
#33

I’m far from happy with the result, it’s the first time I hear about this 3 months cool-off period and I try to follow this forum and other similar mailing lists. Though, reading that page at Board of Directors Rules of Procedure - The Document Foundation Wiki, the bullet point above says: “TDF employees are barred from holding or seeking elected position in TDF.” So if this is a wiki page that actually matters, how was that point ignored during the elections last year?

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