[DECISION] Authorize Florian to sign legal engagement letter

Hello,

the following decision, which has been taken in private on 2025-04-03, is now made public in accordance with our statutes.

For context: The legal engagement letter is for a pro bono (=free of charge) consultancy on a new topic. Details will be made public as soon as the matter requires no confidentiality anymore.

Florian

as discussed before, I call for the following VOTE:

Authorize Florian to sign the attached legal engagement letter on behalf of TDF

The vote runs 72h from now.

The Board of Directors at the time of voting consists of 7 seat holders (not including deputies). In order to be quorate, the vote needs to have 1/2 or more of the Board of Directors members, which gives 4.

A total of 4 Board of Directors members have participated in the vote.

The vote is quorate.

A quorum could be reached with a simple majority of 3 votes.

Result of vote:
4 approvals: Eliane, Sophie, Paolo, Italo; deputy Mike approves the motion as well
0 abstain
0 disapprovals

Decision: The proposal has been accepted.

The related topic has now been published: Administrative bits: UK Online Safety Act

so … this is UK regulation
we have UK board member
and UK board member not even voted for a pro bono work?!

wow …

The UK board member was not aware of the “vote” as it was not on the agenda of any meeting (I attend all of them unless it’s impossible) and I was not alerted to it on Signal as I have requested repeatedly so I can log in to Roundcube and check. Obviously in this case I would have supported retaining Neil and would anyway have recommended him had Paolo not done so, and was aware of the topic given I raised it and participated in discussions.

This use of ad-hoc e-mail voting has become routine - there have been no agenda motions for a long time, and the board majority does not need my vote for quorum and usually rejects my input even when I get the chance to express it. It is a serious problem that business is not being brought to meetings (where proper notice would be required of each topic and where discussion would be minuted and where a motion would only be proposed once consensus was reached), but the board majority finds it very comfortable even though it is most likely harming the interests of the Foundation.

2 Likes

a person “alert” you on signal for this message too ?
you reply in 1 hour but you do not vote in 72 hours votes ?

you want to vote only one time a month in a meeting ?
this make tdf sloooooow.

Dear @webmink,

I find some of your comments inconsistent with the common processes and information we have.

You mentioned we should look at the issue the afternoon of the 04/02/2025 as minuted, apart from that I found no participation from your side on the subsequent discussions.

As you will find in your mailbox there is a thread that started the 11/02/2025 and went on until the 27/03/2025 where the matter has been discussed, I’ve reached out to Neil and then handed it over to Florian, Sophie and the rest of the team once the formalities were over.

Did I miss some of your contributions on the matter?

It has been routine since “forever” and that’s why most board members regularly check their emails.

It is not clear why it is an issue for you now.

Every month Eliane asks if anyone wants to add anything to the agenda so it’s up to you to present motions you think should be discussed in addition to the proposed ones.

You can’t really complain that there are no agenda motions is you don’t participate in adding yours.

So we should presume that your non voting is a confirmation that you agree with the proposed vote?

If you disagree with the content of a vote I guess you would have requested to add a dissenting opinion to the decision.

This decision is actually a demonstration of the contrary.
You expressed a concern and some acted on it. It would have been better if you actively participated in solving the concern you raised but anyway as you can see the matter has been followed up and solved.

Here’s another input you provided which was followed up and on which you actually acted this time:

There are many things going on and waiting a month to have them discussed at board meetings for a few minutes isn’t really efficient.

There are ideas and information that are exchanged via email and board’s shared folders to allow directors to evaluate the issues and validate the facts.

We should also take in consideration that you are the only English native speaker in the board so most people feel more comfortable in reading stuff in their own time than participating to a debate where they might have difficulties in coping with subtle argumentations that might end up misleading them.

If you believe the majority of the board “is most likely harming the interests of the Foundation” then it’s your duty to state the harm that is being done.

I’ve seen a majority of a board actually harming the interests of the Foundation and I didn’t stay silent even when some, including you, came up with the moderation of this forum and other nasty actions to shut me up.

So please do tell us more about the harm that is being done to the interests of the Foundation.

A few thoughts: Simon is a much loved open-source luminary. I’m really grateful that we have his immense depth of experience and wisdom represented on the board.

I encourage the board to take advantage of that experience by deliberating in an appropriate and collective way - with appropriate notice periods and effective (and pro-active) inclusion of all board members wherever possible.

It seems like this problem has grown over time: that too much is ad-hoc, discussed (if at all) in the wrong forum, and without taking care to include (even) board members, even when that’s easy to do. It is reported that motions seem to arrive fully-formed for voting from a separate private discussion including only part of the board.

Gathering topics for sensible reflection with a clear discussion and advanced notice of the agenda is not always possible of course for reasons of time - but surely is best practice.

Finally - I’m really not a fan of such focused, personal criticism, particularly from an infrequent, anonymous contributor.