[DECISION] Code of Ethics and Fiduciary Duties review

Hello,

the following decision, which was taken in private today, is now made public in accordance with our statutes.

Paolo Vecchi wrote on 12.06.25 at 13:57:

as anticipated during the last board meeting I’m calling for this motion to be voted on:

The Board decides to ask our legal counsel to review the the document containing the proposed Code of Ethics and Fiduciary Duties that should be followed by each directors and integrate changes that reflect the lessons learned from events and actions that have taken place in the past few years with the scope of setting clear standards of behaviours to reduce the eventuality of having directors acting in manners that are detrimental for TDF, other directors, members of staff and the community.

The document has been attached and is also available here: [REDACTED, see attachment]

Our legal counsel will be free to include in the consultations the legal specialists he deems suitable for the task.

The Board will interact with the reviewed document provided by our legal counsel, requesting clarifications and potential amendments if deemed necessary, and vote it before the next Board elections so that potential candidates will be aware of how the document will affect the discharge of their duties if elected and confirmed as members of the Board of Directors.

As the MC handles the board’s elections and the document will need to be integrated in the election process, clearly stating that candidates will have to sign the document if elected or they will not be accepted and seated as members of the board, the board ask the MC to evaluate the document, formally vote on it and implement it as part of the Board’s election process.

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 5 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:
5 approvals: Eliane, Mike, Paolo, Osvaldo, Sophie
0 abstain
0 disapprovals

Decision: The proposal has been accepted.

Florian

Code of Ethics Fiduciary Duties Combined.pdf (53,2 KB)

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Let’s start by saying that document of this signifiance - dictating director’s conduct are supposed to be discussed and adopted or ratified by the BoT.

The Document Foundation is an independent self-governing meritocratic entity

It’s independent and self-governing, but the TDF not meritocratic. There is a merit threshold to trusteeship, but that’s it.

It is open to any individual who agrees with our core values and contributes to our activities.

To be a member, one must agree with the goals set forth in the statutes and agree to abide by the statutes; I don’t remember there needs to be an agreement with “our core values”.

Also, recent member expulsions without due process, and inspite of wide opposition, suggest that the TDF is not as open as that.

tanbible

tangible.

and following as a general guideline the “diligence of a prudent businessperson”.

I’m not fond of this analogy, but whatever.

To declare potential/actual

This should read “all potential and actual”

Not promoting or influencing decisions with the intent of reducing the Foundation’s
capabilities of accomplishing its mission

This is so broad, that almost any decision of a director, which one does not agree with, can be said to be a violation of this duty.


Two final notes:

  • Quite a few requirements in this document regard thought or intent. While I don’t oppose such duties in principle, the more of these we have, the more it is easy to make accusations which are impossible to disprove nor prove.
  • I believe I am seeing a recurring pattern in which Laszlo and Simon don’t vote on certain things, including this document. Why is that? @webmink , @NetAlien , would you care to comment?
  • A fiduciary duties document is important, in light of events of recent years. However - in light of those very events, it was important to try and adopt it by concensus.
  • We should not forget that, in recent years, while some cases of conflicts-of-interest were ignored or papered over, some were also artificially declared to exist without explanation, and seemed baseless. I am specifically reminded of BoD decisions regarding which people are conflicted with respect to which kinds of activities - during the previous board’s term. Note that problematic claims of CoI + a strongly-worded document of this kind can result in an even stronger “political cudgel” to weild in factional struggles within the BoD.

The matter was introduced in the last few minutes of the Board meeting, and then the vote was called on the secret list after I had started my Thursday travel cycle - I was alerted to it this time, which is good. Since I am only able to routinely handle TDF mail from my office desktop (as certain directors object to using certain tools for TDF business and I am complying), I have only just had the chance to look. The documents are a first-draft that has not been adequately reviewed by the Board and I am concerned about that and at the Board meeting requested the lawyer review be an open process. Like you I believe something so important should be discussed by the Trustees as there is a great risk of deepening rather than healing the current divisions.

My request was not adequately reflected in the motion and I thus would have voted “no” had it still been open today, but since the group of directors which Sophie originally nominated all vote together, and since any attempt at improvement would be met with the usual hostility rather than any attempt to reach consensus, I don’t think this would have made a material difference to the outcome.

In general I am very concerned that all Board business has moved to secret 72 hour votes at random times without discussion or any attempt at consensus, as well as by the way votes are conducted. It means that the Board is effectively in session 24/7 and also biases towards the majority who never need to discuss motions.

Hi Simon,

it seems like you might have forgotten or misremembered a few details.

The matter was re-introduced the 04/06/2025 as a response to the request, in the directors mailing list, for additional items to be discussed during the board meeting held the 10/06/2025 together with a link to the document.

It is not the first time that the request to review that document as the first draft has been made available also to the members, in tdf-internal, since the 06/04/2023.

Then it was also shared in the directors mailing list, the 13/03/2025, when we discovered that the “communication experts” in the UK improved the document I wrote but Cor decided to keep also that document secret and not pass it on to the board as he did with the document produced by the other law firm.

Is called the directors mailing list. We could say that it contains many secrets that would be very embarrassing for some if they were to be made public but it isn’t a “secret list”.

As you know I often forward emails and threads to the current board members to show what has been said during the previous boards so that this board can learn from previous mistakes.

As you stated in the directors chat (or secret chat if you prefer), which apparently you could read while not at your desk, that you could not read the votes I’ve pasted them in the chat so that you could express your preference even there but it seems you didn’t have a chance to vote.

I believe you should point out what parts of the document and the process you find problematic.

IIRC you just mentioned that is repetitive and that our legal counsels should evaluate that document. That was indeed part of the motion and then we’ll have to vote the final result. At present we have voted only on the first part of the process not on the actual adoption of the document in its current form.

So you would have voted “no” to the process of having the document evaluated and discussed with our legal counsels before running the vote to adopt the document?

The trustee had the first draft available for 2 years and the only trustee that interacted with it in a meaningful way at the time was Eyal.

Could you show any example of what you call hostility?

Looking at the exchanges in the secret/directors list is see fellow members of the board politely pointing out that the few comments you made go against the facts, evidence and legal advice we have.

Several motions have been discussed at length others, like this one, have been discussed in the past with a draft of the document available to the members since more than 2 years, briefly discussed during the board meeting and we put to a vote a process that does not lead to any change until we have a final version of the document.

If you don’t participate to the improvement of the document then don’t complain that you don’t find it satisfactory when we’ll vote for its adoption.

Ciao

Paolo

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Hi Eyal,

What are the elements present in the document that would impact directors conduct in such a way that might require for it to be ratified by the BoT?

Keep in mind that the document will be reviewed by our legal counsel to make sure it also fits well with our statutes.

What threshold we should implement when looking at membership renewals or for acceptance of a candidate for any of TDF’s bodies?

Would you say that renewals or candidates should be rejected if they had any of the following behaviours?: gross negligence, wilful misconduct, misuse of funds, put the foundation charitable status at risk, repeatedly making false statements/accusations in private and public, retaliatory actions against fellow directors, withholding information/documents necessary to discharge directors duties, acting while in conflict of interests, ignoring/dismissing legal advice, ignoring/dismissing requests from the board’s supervisory body, excluding fellow directors from the decision process.

That is a naturally a random list that came to mind which has no links with actual behaviours that might or might not have been exhibited by current and former members of the board but it would be good to have your opinion to see what you could still find as an acceptable behaviour and for which behaviours you would not want someone to be a member or a candidate for any of TDF’s bodies. Feel free to add other behaviours that you think could be relevant.

Amended adding “all”

As other parts of the document our legal counsels will look into it and see how to improve it.

How would you phrase it?

It is a risk but as we have seen in the past some denied the accusations and then legal statements and audits gave us the answers. We have a large amount of examples and evidence that should help future boards in evaluating if what is going on is aligned with the fiduciary duties, statutes, mission and goals. If still in doubt the board should check things with our legal counsels.

We are discussing it and changes are being implemented so it seems like we are reaching a consensus.
The next step is anyway to iron out potential clashes with statutes/laws/regulations so it isn’t yet in its final form.

Really?

Of which baseless accusations of CoIs are you talking about?

The “factions” exist only when directors forget that they must discharge their duties only for the best interests of TDF, not for their friends/employers/contracting parties/etc.

The Code of Ethics and Fiduciary Duties document contains mostly obvious things that have been overlooked during the past few years. It does not pretend to be the solution for all the issues we have seen but hopefully it will be a good reminder of what happened and of what directors should do to avoid a repeat of the same behaviours.

Ciao

Paolo

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