Can the board please share the legal advice? If I read various contributions correct, there are two.
Thanks,
Cor
Exactly who are you referring to here, Eliane?
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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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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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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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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.
- And yet, you had no objection to his candidacy until after the elections.
- So, you’re admitting that the reason for disqualifying him is your disapproval of him and his demeanor, not that he is inelligible.
- 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.
- 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.
- 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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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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Thank you for confirming that during the past term I put a lot of efforts in trying to get the 2 persons leading the board to understand that what they were doing, in my opinion, was creating more issues than what they were supposed to solve.
It is very unfortunate that the current board has to spend so much time in going through lots of documents, legal statements and email threads to take informed decisions and fix things that could have been fixed 2 years ago. It is a long process to evaluate all the evidence and take in consideration all PoVs, even those that sometimes seem to diverge from the well documented reality that is in front of us, but we are getting there and we will have dealt with the most urgent matters very soon.
It is also very unfortunate that this board had to take an unpleasant majority decision that sparked debates that go in all directions while ignoring the reasons and the rules that have been followed.
Some say that the board or others should have spoken out when Cor presented his candidature but is it really the right moment to do that?
There is a challenging phase on purpose for challenging the election process and the candidates.
The board has to evaluate the challenges presented during that period and that’s what the board did.
It took longer than the board wished for but the decision presented shows many of elements we had to take in consideration in the evaluation of the challenges received for the candidate.
The board was fully aware that there would have been debates with this decision as there would have been equally intense debates if we presented a decision showing exactly the same elements we had to take in consideration and decided not to apply the same rules.
If the board decided for the latter then not only we would have been criticised by the board of trustees for preferential treatment for a candidate but we would have been criticised also by auditors and supervisory authority for allowing a candidate with clear conflicts on many matters the MC has to deal with. As we have already enough issues deriving from the in/actions of the previous board to deal with it is not wise to add more to the list. Voters, in light of the information provided, should consider if they should be more upset that the candidate they voted for has not been elected or if they would be more upset with having a board that turns a blind eye and causing even more issues for TDF and the community.
Ciao
Paolo
Now that you mention it, that is an interesting point…
Although - those are BoD internal rules of procedure, they are not binding for trustees as such; that is, the BoD cannot restrict such criteria for trustees beyond what the statutes indicate. On the other hand, I suppose the BoD could have used its power as an employer to forbid BoD candidacies by employees. Technically, it chose to ignore its rules of procedure on this point.
Note, though, that there’s a difference between BoD elections and MC elections, and that is the fact that the BoD manages the latter. It’s still rather questionable for candidacy criteria to be put forth in internal BoD rules-of-procedure (especially where the candidates are typically not BoD members when running).
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Edit: See my post below regarding §8.4 of the bylaws.
- Supposing you are actually fixing things - this action undoes much of the “fix” you hope to accomplish.
- You’ve hidden almost all of your activities from us, so your claim of “fixing things” requires evidence. You are certainly not fixing the broken organizational culture on the BoD, you’re just switching the sides it seems.
So, none of you five presented any challenges to the candidacy. You cannot challenge it ex-post-facto.
You would not have been criticized by the auditors for faithfully managing the elections. Now, it is likely you will be criticized, if not worse, for undermining TDF institutions and trying to evade ovesight. (Not that the MC has been doing a very good job of it, but still.)
- Questions of expediancy have almost no weight relative to questions of propriety and structural mandate.
- For a group of people who are burdened with this “list” of issues - you are ethusiastically adding a huge issue to that “list”. With the alternative being that, at worst, you would have had an annoying MC member. (And if you believed that his removal is imperative - you could try initiating an impeachment procedure of some kind; which would also not have been a good idea, but it would have at least been mostly-legitimate.)
- Even from a internal-political perspective - the BoD is losing so much support and good will over this. You’re getting this situation all wrong.
The voters considered everything, and voted. And now you are claiming the authority to overrule them and choose the composition of the body overseeing the BoD.
That is a ridiculous dichotomy, @PaoloVecchi . You have no idea who voted for whom, and most probably, those who favored other candidates over Cor are just as upset about your undermining of the elections. Not to mention how many people may have placed both Jona and Cor high on their list of preferences. And again, this is all beside the point.
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to quote myself…
to expand: which? by whom? regarding what or whom?
(and by the way: was there any challenges in the past at any vote?)
Additionally, it is unclear whether a non-disclosure agreement (NDA) between the candidate and the company exists. The board is aware that such NDAs could exist and could bind the candidate for several years, longer than one term in the membership committee.
Companies must protect its privacy, its customers/partners data …
If a quitting bank employee, would give out my personal bank related data… i would not be happy…
Therefore many NDAs usually last forever. (they would not, if they would be able to erase it from our mind 
)
I worked for my Country Government for 2 years… you can imagine how big was its NDAs … and how seriously they handled it. and it was not for evil purpose.
And sure i worked for nearly 10 companies (in 25 years) before i joined to Collabora. Every company had NDA.
Suddenly i cannot even imagine what kind of company does not need any NDA.
I thought the more experience just made me better… but now i start to feel other.
Does that mean that I or anyone else who ever worked for a company, cannot serve TDF in future?
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So, I has another look at section §8.4 in the statutes, which is referenced as an example in Eliane’s initial post.
Tasks of the Board of Directors
…
§8.4 The Board of Directors prevents possible conflicts of interest within the foundation. It ensures therefore that a maximum of one third of the members of the … Membership Committee … are employed at the same firm, organization or entity or one of its affiliate organizations. It can exclude one member of the body each month until the conflict of interest is eliminated
Suppose the BoD had not considered Cor disqualified and he were certified as an MC member. Remember also, that Pranam Kumarbhai Lashkari is an employee (or affiliate) of Collabora. The BoD could claim that Cor is strongly affiliated with Collabora - so much so as to legitimize a removal of one of these two members from the MC in favor of one of the deputies.
Now, the funny thing is that this cannot be done before Cor is recognized as a legitimate candidate, and as having been elected - so the BoD would need to retract its current decision, or acknowledge ecognized as invalid.
We have to realize that our statues read wrt affiliation:
“at the same firm, organization or entity or one of its affiliate organizations.”
The binding German version is even clearer:
“für dieselbe Firma, Organisation oder Einheit oder einer ihrer Tochterorganisationen als Angestellte arbeiten.”
So no, I do not work for Collabora or a daughter company and am not affiliated.
Since our CoI policy (still looking as WIP) pays much attention to personal interest (think of family income) additionally I wrote this to Sophie:
" Further: I know that in practice (sometimes?) the rule was used that someone’s income should not be for one third or more coming from a company. That is indeed not the case for me, not at all; not directly, nor via a contract between me or my company and Collabora would there be any. " (see above here)
And that would have been perfectly possible - if necessary.
I also clearly stated that I’m (of course) willing to look at possible questions - would there be left…
Election results and process may be challenged after the election but how can a candidate be challenged after the election? changing candidates makes a lot of difference… people may have voted differently. Why was someone stopped from speaking about candidacy before the election?! Simply beyond my simple brain who doesn’t want to play political/power games.
This is a valid question…
Is there any phase to challenge the challenged results?
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This reads as if some members of the board do not follow the line of ethics and respect for the statutes and German law, And it reads as if some members of the board do not work in the best interest of TDF and the LibreOffice projects.
This worries me a lot if its indeed the case.
On the other hand, I’m equally deeply worried if such statements are simply rooted in disagreement. (There can be disagreement among well meaning people of integrity without such implications.)
Gerald
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Hi Eliane, all,
A number of people have already commented on the rationale. Let me summarize, and add a few additional thoughts:
As others pointed out, there is no cooling-off period mandated, anywhere even remotely close to MC positions (also not for BoD roles - the referenced BoD rules of procedure item is about something else entirely).
That out of the way, Cor has credibly stated that his affiliation with Collabora has ended. Which should settle that aspect.
That also seems to be mostly picking nits & trying desperately to find fault with a candidate. The status of the affiliation was clarified ahead of the election (at least it was perfectly clear to me, and a number of other people I’ve randomly polled on this).
What’s worse though, it appears that other candidates’ affiliations would need similar scrutinizing (were such a requirement actually existing): for example candidate Stéphane Guillou was affiliated with TDF less than three months ago, but stated a corporate affiliation of ‘none’. Similarly, candidate Marco Marinelli is a contractor for TDF, having worked on implementing the Proteus Membership Management System, with some service requests at least lasting at least until July this year - still, affiliation was given as ‘none’.
So it seems different rules apply to different people?
It would be interesting to read the exact questions and answers here. If necessary, this can be handled on the internal members list. In particular, were the candidates (I suppose more than one was asked to clarify?) made aware of the consequences, of not properly / timely answering those questions?
How does that disqualify anyone from holding an office? Many people, over the course of the past 13 years, had conflicts of interest - that is inevitable I believe. Also on the current board, there are people with a CoI - it seems that does not hinder directors from discharging their duties, if properly published?
Anyone, on any of TDF’s bodies, might be faced with the consequences of her/his past activities. Therefore, for the case of the MC, like the board there is a CoI policy in place, which clearly regulates behaviour in the case of a CoI.
I see no argument in that entire section, where an extreme measure such as retroactive disqualification would be mandated (or even help TDF’s case against authorities). Quite the contrary, I see the case well-covered by past MC and board actions to regulate themselves, even in the case of hypotheticals as presented here.
Respecting the voters’ will would have meant certifying the preliminary election results. It is entirely implausible to claim, that a significant amount of voters (30-40, depending on how a down-ballot distribution of votes would have worked out with the Meek STV algo) would have changed their mind - for the outcome of this election to be modified as much as the board did, with this decision.
So this decision does not respect the voters’ will, quite the contrary. It sets a dangerous precedent of arbitrariness, for electing a body that is meant to check on the board. For all the accusations levelled against the candidate in this decision email, those that are not obviously invalid all come from internal board procedures, and are therefore easy game for any current (and future) board majorities.
That seems arguing a strawman. The obvious approach to resolve a CoI (were it even existing - as outlined above, the 3 months cool-off is not currently mandated, and if it were, inconsistently applied) is to first certify, then remove the officers in CoI, starting with the one with the least votes, until the 1/3rd rule is satisfied again.
Did the board consider that option? If not, why not (it is settled practice, and was applied quite a number of times over the history of TDF)?
In summary: I cannot help the impression, that we (the members, and the public) are being misled about the true reasons here (none of the public ones hold up).
So if the board could please follow-up (if necessary on the internal members list) with a proper rationale, for this unprecedented move? Since if not, I cannot but agree with others, that this vote needs to be reverted. Neither board (for MC elections), nor the MC (for board election) should ever be permitted to pick the winners they prefer. That’s the prerogative of the TDF members (and on the face of it, their only true duty and priviledge, as per the statutes).
Best, Thorsten
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Hi miklos, so you’ve noticed the elephant in the room too ?
people with the mother of all conflicts of interest elected to have control of the purse. what can possibly go wrong
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Actually, the results are what people voted for. If the BoD’s decision, retroactively-disqualifying Cor, is invalid (which I believe is the case), then - the results are as published earlier. And people have already made their “oaths of office”, including him. So actually, it’s a question of how the MC will act: Will the 4 other members choose to convene an MC with Cor as a member, bucking the diktat from the BoD, or will they choose to convene with Jona as a member. (Or you could take some kind of compromise involving both of them.)
This puts you - the four of you, and especially Jona - in a very uncomfortable position. Which the BoD should not have put you in.
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You kindly provided 4 additional examples of your framing and blaming just in your post here… A habit that is hard for you to change, it seems. But let me focus on the content.
Though I wanted to comment on this, various others already pointed out why this thinking is fundamentally wrong and interferes with fundamental rights of the trustees.
The resolution doesn’t mention or indicate at all the submitting of a challenge… interesting, isn’t it?
So the conclusion then seems to be that the objections came from one or more directors, only after the elections outcome?
That would surprise me really. How would that process have looked like? What indications do you have for this?
Without reasonable proof, and with in mind how we handle conflicts of interest on specific topics, that as well has to be set aside as extremely unlikely. I remind there even was a sort of summary in your pledge on handling CoI’s 
.