uff. Not going in detail to the decision. But where was the transparency that the board discusses some stuff in background and thus the new MC is not in place? So officially by the board’s decision the term starts later now? Is that even possible by the statues?
The board does not appoint the MC nor its members, the board merely runs the elections. I believe you meant to say that the BoD declares the elections have resulted in the following MC composition etc. This wording is important.
The potential conflict of interests is in the very affiliation with a commercial company and being an official of the TDF. The one-third rule puts a limit on how strong this limited conflict of interests can go before it reaches an inappropriate, and therefore intolerable, level.
At the moment, the cooling-off period follows a tenure on the BoD or MC, and is not defined in the other direction, i.e. it is not stated (or implied) that a person, who works for a company, which has been awarded a TDF contract within the last 3 months, cannot run for TDF office. I would not be against such a reverse cool-off rule, but it is not currently in place.
- The board would do well to itself follow the existing statutes before it starts modifying them.
- When has the board considered this? In what venue? If that has actually happened, you must publish that process and/or discussion.
- The matter at hand is to be dealt with according to our current statutes (and overarcing norms), so I doubt that a mention of a future potential statutes change is relevant here.
What Cor wrote was vague, since he used the present-perfect tense: “the past five years I’ve also been part of Collabora’s team”. And it was clarified within two days (Aug 26th → Aug 28th). More importantly, Cor indicated stronger affiliation than he would actually have at the time of the elections. So, if anything, he “erred on the side of caution”. Still, I do agree that it was not appropriate for Cor to be inexact about the state of his affiliation with Collabora.
But if you thought he was inappropriately affiliated, you could have disqualified him before the elections, and you did not choose to do so.
What inclarity was there, after Cor’s post on August 28th? And more specifically, what inclarity that could disaqualify him as a candidate after the elections, but not before the elections?
Please publish a copy of your communication to the company (Collabora, right?), promptly.
Also - when did you ask those questions?
Please publish the company’s reply, prompty.
@cornouws ? @mmeeks ? Does something like this exist?
- And you were not aware of this before the elections?
- Lots of things could be true. For example, I could by blackmailed by Microsoft to get me to sabotage LibreOffice. That could be the case.
A suspicion regarding NDAs which bind post-affiliation is relevant, if at all, to any past and present affiliate of an ecosystem company.
Partisanship Trumps Elections ?
When the new board was elected, I was full of hope and confidence. While I could not serve myself, (after the rules of TDF were unfairly changed some years ago) I was encouraged to see smart new people elected! There was hope for the future, and a rejection of the most uncompromising and polarizing candidates by the Trustees. Those candidates ranked very low - if we had had more candidates perhaps they would have not even been elected: some wise decision making by the community – a new spirit of hope. I was particularly pleased to see a very clear majority of balanced and constructive communicators as full voting board members.
It was interesting to see the new board elect a Chair from the group of those who are close to this aggressive and polarizing part of that rejected minority – perhaps a noble way to reach out across the aisle and encourage dialog I thought. What we need is broad minded discussion, good will, the search for constructive options and so on. As someone who has been the recipient of bogus attacks from TDF, and is waiting patiently for them (as our worst-ever customer) to pay – I had high hopes that some pleasant discussions, search for mutually beneficial solutions, and getting TDF healed and executing again would be possible. Great !
Roll on some months – and no communication at all on these topics. Bjoern it seems abandoned hope in the other board members and stood down, then due to a personal tragedy we lost Eike; two outstanding contributors to project and to the board. That’s really sad for many reasons, but it is also clear to me that today the voting board no longer reflects the balance of the Trustee’s will.
Roll forward to this MC election, and I was once again surprised to see a slate of candidates whose commitment to transparency means meeting in secret to decide as a group how to collectively respond to questions, and again being associated with some of the most aggressive, and least compromising people.
It was deeply encouraging to, again, see the Trustees in their voting ensure that this block, while present, didn’t have the power to unilaterally push through a significant change to our membership – using their familiar techniques: secrecy, conspiracy theories, selective provision of legal advice, arbitrary timelines, and a complete lack of listening to any other perspective. Good news I thought.
Unfortunately I had not counted on the new board majority deciding, in a parody of Donald Trump’s attempt to invalidate a fair election, to use their new majority and donor funded legal backing, to pick their preferred slate of candidates.
The worst thing about this unprecedented and blatant electoral process violation – is the near total lack of attempt to reach out, to discuss, to talk about solutions, to attempt to mitigate the hurt, to find any form of compromise, to communicate, and lead effectively. That is the very essence of board work, surely – few real-world situations are truly binary. For my part I tried to reach out to call Eliane – in my experience a reasonable, and friendly person who I’ve enjoyed working for years - to try to see what was going on: I got only laughter & a hung up call.
We have a governance that is apparently packed with people making nice-sounding commitments, who claim to support TDF, its statutes and what it stands for, who are concerned about (some) people’s hurt feelings, and yet appear to blatantly subvert the clear purpose and framework of an election: after their preferred candidates have lost it.
It is hard to see how their selected MC can be representative, or have a real mandate, certainly not for major changes.
I’m appalled by this outcome; and will take time to reflect. I assume other Trustees are also incredibly frustrated with this style of approach, can I encourage them not to resign yet: please stick with TDF – we really tried to build something beautiful here. I still (somehow) hold out hope that it is possible to fix it – but not if all the decent folk leave or resign. I imagine we get to look forward to an inevitable next round of significant governance changes with an excuse to to ram them through quickly without wider scrutiny and feedback – I encourage wide discussion of any such changes. I would also encourage the board-selected MC to do a good job of renewing the large number of members up for renewal without fear or favor - without baseless rejection of those with whom you disagree on made up grounds. It would be encouraging to have some sense that even though this decision is horribly flawed - the partisanship ends here: and individual MC members will discharge their duty as individuals, communicating openly and transparently - even if it comes to censuring the Board in the spirit of their role.
For the benefit of that transparency, and to allow people to decide if we answered questions in a satisfying way I append my reply to Sophie’s only E-mail with questions on behalf of the board which I sent a week ago on 2024-09-20.
Very sadly,
Michael.
My response (published here with Cor’s permission)
Hi Sophie,
This is an extraordinary request.
I thought Cor’s statement you link was quite clear and sufficient. *
*Self nomination as candidate for the MC - #3 by cornouws
However let me confirm the meaning of that: as of September 1st he was no longer a contractor working for Collabora Productivity Limited (or Collabora Limited of course, or any of our group/daughter companies).
As for whether we owe him money directly or indirectly; I would point out that Collabora’s practice is to pay our suppliers promptly and in full[1]; so no we don’t.
However, this is really a matter for Cor, and not for Collabora. It seems inappropriate to ask personal questions about our staff past or present. If you have a concern please take it up with Cor; if he wants to share details, he can - it is not our responsibility.
Regards,
Michael.
[1] - something TDF might want to take to heart too.*
Hi Eyal, speaking for myself, which means that this message does not represent the BoD. I would have raised my strong concerns about Cor candidacy, which I personally find totally irresponsible in relation to the situation created by the conflicted members of the former BoD, but following my comments about other candidates I was asked to abstain from expressing my personal ideas (something I should have not done, but at the moment I wanted to avoid additional frictions). Unfortunately, at the moment it looks like TDF members are divided in two factions and behave accordingly, instead of having their own personal ideas. As the first opinion I expressed was probably against one of the factions, I was criticized by the members of that faction, while my criticism was against the principle and not against the individuals. So, I abstained from expressing my concerns about Cor candidacy, and now I am criticized by the members of Cor’s faction because of my vote. If I had expressed my own personal ideas, something I have always done in my life, in one case even at the cost of losing my job, it would have been a better choice. I would have already received the criticism I am receiving today (which I am forced to ignore, because in some cases the tone is going beyond what is acceptable). In the future, I will not listen to similar requests, and I will express my own personal ideas when I think it will be appropriate. Unfortunately, the MC elections happened during an extremely busy time of the year, with the conference draining a large amount of energies (in some cases, because I have expressed my own different ideas and had to fight to reach an acceptable compromise). In a large and complex community such as ours, there will always be different opinions on many topics, but I think we have now reached a level where opinions are not respected not because they are wrong but because they are different. The decision about Cor’s candidacy - again, in my personal opinion it was a totally irresponsible candidacy - has been extremely difficult, and has drained a large amount of energies. Of course, as in every decision there are pros and cons, and what I can say is that I have thought about them for several days, and then I have opted for what I think was the best for TDF (not the best in general). And as I think it is necessary to put one’s face behind a decision, I have suggested a townhall meeting to have a discussion with TDF members, and especially with those who have voted for Cor.
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Dear Michael, as you know I have criticised the group approach in public, and I have been criticised for doing that, which has prevented me from criticising in public Cor’s irresponsible candidacy (which would have been the next step in the process). I will never do the same mistake in the future, and I will take the responsibility of expressing my own personal ideas - which represent myself, and no one else - when I think it will be appropriate. I can understand your disappointment, as you have had a long business relationship with Cor and of course this has strengthened your mutual relationship, but please avoid associating me with any other member of the BoD as I am completely independent, and although old I can still have my own opinions not influenced by others.
I’m totally shocked by this resolution.
How can it be unclear if I responded to Sophie’s mail (that I received on the 18th only, and replied in a bit more than one hour):
“ I do not work for Collabora or a daughter company. …
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.”
I also made:
“ apologies for the confusion caused by the fact that I took the situation at September 1st as measure point for my affiliation, as mentioned in my nomination. I expect that my reply to the fair question by Daniel already made the situation clear.“
It looks a massive amount of effort has been put in making up reasons to push me out?
Hi Italo,
Hmm, but the board has set itself the schedule for the election, at a time when the conference was already announced. So that seems like a problem of your own making?
It should at any rate never be used as an excuse to be cavalier about member rights, due process & the very real impression, that the board is putting its fingers on the scale & substantially changing the outcome of an election.
Could you state, which part of the vote, and its rather very long rationale, you disagreed with?
All the best, Thorsten
Can you please not pick that particular fight in this thread? 
I don’t know that they met in secret, but I was certainly not a fan of that group-candidancy.
As for transparency - it seems the commonly accepted idea of transparency in the TDF is that you don’t see anything of what a body is doing, so - it must be transparent. That goes for the previous BoD, current, BoD, and many of the incoming MC members. Not quite sure about the outgoing MC, but possibly them too.
Can you please be specific? Who is associated with whom and in what way? I don’t even have enough innuendo to make a guess.
Whose familiar techniques? What conspiracy theories? And note that you’re literally postulating a conspiracy theory in this very post of yours.
@directors: this is no joke my friends I am not making the claim Michael is, but if you all want to avoid digging our hole vis-a-vis the German authorities deeper, and spending some quality time this coming year with lawyers if not worse (i.e. in courts), I suggest you come up with something better than @elianedomingos 's post. And I don’t mean just the rhetoric.
Michael, you’re encouraging people to resign, or nearly-resign, from the TDF. Even if the decision to prevent Cor fron entering the MC was inappropriate, that call is an attempt to bring down the house on top of all of us and I denounce it. I ask that you remove those sentences (in which case I’ll delete this reply too).
The relations between an ecosystem company and a candidate for office in the TDF stop being a personal matter once the candidacy is submitted. That being said - even if Collabora had owed Cor money, that is no grounds for disqualification of MC candidacy. And it is also quite typical for a former employee or contractor to be owed some payments for a while after they stop working for a company.
@sophi , @mmeeks : I believe it is the duty of both of you individually to post the contents of Sophie’s email to Michael with the questions. @sophi , that email should have been made public immediately upon being sent. Not only because of the obligations of the BoD as such but because of the special obligations of transparency when managing an election.
Please do, and I know that even though this sounds trivial, it is actually quite a difficult thing to do. I can only encourage you in that resolution…
So, let’s get into that aspect of the discussion. I have an impression that Cor’s candidacy had an aspect of “saltiness” about how the previous majority faction in the BoD seems to no longer be in control, with Thorsten as the “good cop” and Cor as the “bad cop” who argues with the opposition. So, a potential MC member with somewhat of an “axe to grind”… well - that has cons but also pros. And - the trustees have had, at least in principle, a chance to decide to what extent they want someone with this position and this disposition (well, presumed disposition, I may be totally wrong or exaggerating) on the MC. They decided and made it past the threshold.
Whatever concerns you personally may have had before the elections - if I read your post correctly, they were not a claim that Cor is disqualified. If that is the case, then - those concerns don’t matter all that much; they’re like any concern about a candidate we disapprove of getting elected. And they’re not what we’re dealing with right now. Am I wrong?
Perhaps. But it is not an excuse for disqualification. It is better for us to “live with” an irresponsible official (and one-of-five, at that) than manipulate our structure and procedures, which are not in perfect shape already, to avoid him making it into office.
No, it doesn’t work like that. Your mandate in managing the elections is not to decide the outcome yourselves by weighing pros and cons or what composition of the MC is “best for the TDF” - with or without quotes! Your mandate is to manage these elections fairly and correctly. It’s bad enough that an ultra-powerful institution like the BoD manages any elections; you (= the BoD) putting your thumb on the scale is making things much worse than almost any MC election outcome.
That’s a good idea, but not after such a decision - before it. For now, you (= the BoD) must either retract your decision or change it to include Cor in the MC. Or establish that he was indeed disqualified and convince us that you (again, the BoD, not you personally) did not know this in advance.
Asked by whom?
Well, these factions, even though their delineation is always clear to me, have certainly not disappeared just because we’ve had BoD elections… and factionalism is an extra reason for being extra careful with squeeky-cleanliness of elections management.
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so… one more question on the process: how was the calculation done? Was Cor simply removed on the results after the STS results? Were the results recalculated after Cor was removed? Was it simply the same result? At The Document Foundation - Votes I still see Cor!
I miss some lack of transparency about the recalculation…!
Hi Eyal
Believe me - he didn’t encourage me to resign from TDF. This was done by the behavior of others (referred here as “…some of the most aggressive, and least compromising people”) during the last year. And if ever needed a proof of my personal impressions on a more or less wrecked TDF, where likes and moralizing win over thoughtfulness and professionality - this decision and the following discussion delivers that perfectly.
Sorry, but - other than Italo, who has my full admiration in still trying to improve things - I’m feeling too old for such a waste of lifetime.
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I disagree with this decision. If Cor Nouws was not eligible, then this
decision should have been made before the start of the election. I
consider it undemocratic to remove a candidate after the election.
Kind regards,
Regina
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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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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.
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.
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.
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.
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.
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):
- Confirm the MC election as determined by the Trustee voting
- 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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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.)