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).
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.
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?
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?
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.)
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).
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
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.
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 .
As you know I have great respect for your perspective, experience, and general independence of mind - as well as your constructive approach for solving problems. Starting by getting the foundational basics right: listening to both sides. More than that - I’m really pleased that you support the integrity of other board colleagues even when they disagree with you.
Perhaps if there is an up-side here, it is the Trustees getting a better insight into how interaction and making decisions inside the board works, even if that is often dismaying. I hope we will soon start expanding our focus to consider the space of possible solutions to this growing mess - instead of seeing it some irreconcilable binary - but that requires more communication and mutual understanding.
I’m afraid it’s a bit late for tears.
I think you’re all in the loop as founders, elected representatives and former directors.
There is no higher authority that can help you, unless someone wants to take the matter to court. You have to find an arrangement that is a compromise. But of course declaring that you are a democratic organisation (which is what a non-profit organisation should be) and changing the result of the election is not what the members expect.
I wonder if it wouldn’t be better to cancel the election and start again on a sound basis.
I don’t think that’s necessary. The Board could instead choose to void its previous statement of results in view of feedback here, confirm the election in line with the democratic results and then refer the matter to the Trustees for resolution using the processes in the Statutes. That’s what I already proposed, but it’s been ignored unfortunately.
I’ve been a Member for long and met some people doing service for LO - Cor is one of them, from long ego, I voted for him. To see that my vote is nullified is awful and amounts to a coup.
As explained, if there were objective objections, that should have been in candidacy phase.
It is not informative for proper reasons to read elianedomingos 's frequently vague and incorrect and time-consuming TL explanations. They say she did some good for TDF, OK< but now seeing myself her action I do not think she is doing a favor to TDF, if TDF is for LO.
Surely the board elected by the trustees determine what is in TDF and LibreOffice’s interest and what is not? Hopefully they do that in a friendly, respectful and collaborative way.
I think this idea of a “single-best-way” that can be easily known ahead of deep discussion is quite polarizing and dangerous for non-trivial cases. We live in a complicated world, and the board gets all the most complex decisions on its plate: it is a lot for a volunteer board: thank you for serving us all there!
I hope all board members show up, behave openly, listen to others, and then hammer out durable and elegant compromises that are TDF’s position. I expect staff to support that process, and if this is working right - Trustees to encourage board members in their hard work.
On clarity - I think the situation was entirely clear here:
The questions are still not published for whatever reason; the clear ones I answered as shared; the ones that were poorly spelled, and/or sounded like they wanted me to inappropriately reveal confidential personal information about our (past) relationship you didn’t get an answer to.
I called you because I had no response to my E-mail in reply to an ask for help apparently from the board asking to clarify the situation, there was no MC elected, it looked like something silly was happening, and that seemed reason enough to reach out and talk.
It was only after I’d introduced myself and you had recognized my voice that you laughed, and then apparently your battery died. Perhaps I took you by surprise; if so - sorry! I messaged you on Telegram immediately afterwards suggesting talking at some stage - which was rapidly green-ticked - does that mean delivered ? if not read. I value your perspective, and it is always good to talk with you.
Why is important to reach out? surely communicating with people you disagree with is the way to learn & reconcile? it is most important in times like this.
What is your balance of time spent talking directly to people about including them vs. talking to lawyers to try to exclude them? or in a nutshell - did anyone bother to talk directly to Cor yet?
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