[DECISION] Code of Ethics and Fiduciary Duties review

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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During our last Advisory Board meeting, we received the advice that agreeing these policies in their full strength and depth must be done. It should be considered a legal requirement, not only in the current situation, but in general for a nonprofit organization, to establish standards and rules all members of the governing bodies are bound to.

Oh, did you really?

Then perhaps you could stop keeping the advisory board session minutes and/or communications with the AB and its members secret from the trustees? Disclose all these documents please.

I am all for transparency. That’s why we have written it in the statutes, and that’s why just earlier this year I took a considerable effort to publish a lot of past missing minutes and decisions on this very forum.

However, the way I perceive your message is not motivating. “Oh, did you really?” does not come across very encouraging. I tell you this because it might be entirely unintentional and unnoticed, so I want to make you aware this is a style of interaction I do not like.

I ask you that we can please find a different interaction style, to constructively discuss topics and questions at hand, for the benefit of everyone. Even if we do not agree on everything, I share the desire for transparency, as it should hopefully be obvious by my actions by now.

If that was rather an actual question, let me reply: Yes, we received this advice. If we hadn’t, that would suggest I made a false statement here, which I didn’t.

Advisory board meetings are a trusted, safe space for people to talk, in particular in situations like TDF is in now. For many years, we have been making available the slides to the members already, and when necessary, we also published feedback from the advisory board - mostly even here in public, and not only to our trustees.

However, in order for the advisory board to talk freely, a certain amount of privacy is required, and has repeatedly also been asked by its members. I do not consider this very unusual.

Are you joking right now? With your earlier message, you are flauting the fact that dicussions are being held behind our backs, never to be shared with us, and you are selectively disclosing some tidbit of them which you find useful for us to know. I - and other trustees - want to know what Advisory Board members say, and no less importantly, what TDF officials say to the AB. And the BoD is required to disclose that to us, but never does.

It’s not trusted nor safe for TDF trustees. It’s another space where TDF affairs are discussed behind our backs, by BoDs who are committed to hiding information from us and to avoiding oversight of their actions and conduct.

No, Florian, you are generally for near-complete opacity and secrecy: You hide hundreds, and thousands, of documents or other kinds of information from us - and never ask for the authority for discretionary disclosure, nor for permission to disclose specific tranches of archived documents, nor permission to release new documents / pieces of “processes, discussions and decisions” as they are created.

Of course, it’s not just you: This is the organizational culture at the TDF, and it must be uprooted, especially in light of the problematic conduct of the previous BoD and the current one.

This comment is wrong. I perceive it as offensive and impertinent.

I will not discuss with you further in this thread unless you change your tone and approach to something friendly and constructive.

I appreciate your enthusiasm for openness and transparency in general, but don’t you think that kind of assertion is a bit over the top, to say the least?

I don’t think attacking people who are moving things in the right direction is going to make progress in this area happen any faster.

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@floeff has been the TDF directory for many years, and is one of the founders; he has been influential in moving things to where they have been and are today. And he, like the BoD, continues to generate and receive new documents every day and keep almost all of them secret. And he does not do it because the BoD forces his hand. He also insists and doubles-down on the claim that our statutes don’t mandate disclosure-by-default and that our BoDs and MCs (and staff?) are not engaged in massive continuing breach of statutes.

When I first brought these matters up, three years ago, as a new TDF trustee, my tone was different. Since then, I have seen two BoDs and yourself make a continued effort to keep almost everything secret.

Now, with the last BoD, relations within the BoD and between the BoD and employees were very tense, so one could excuse this matter not having the highest priority; and some of the BoD coalition did seem to expect a kind of deference and avoidance of open discussion relating to grievances and such - and so, one could perhaps excuse the director for not pushing forward a rectification of the disclosure delinquancies right at that point. But almost two years have passed; and the political situation in the TDF has changed; the BoD itself has not even tried to explicitly defend the total secrecy by default policy; and yet - the policy continues, and is even fluanted, like with your post: “Here is a little teaser from the secret get-togethers we have behind your back, aren’t you glad to get it?” (paraphrasing here of course). So, it’s not more delays with a change of paradaigm; instead, what we see is the presumption that total-secrecy is so thoroughly inclucated and legitimized among the trustees that it’s not even an issue. The blindfolded have gotten so used to living in the dark, that our crippled state can be mentioned in a matter-of-fact kind of way without even an apology or excuse for the anti-statutory non-disclosure.

I’ve had quite enough of this and I intend to call it out when relevant. And concretely: I expect you (or perhaps I should say the BoD: @PaoloVecchi , @webmink , @nemeth , @Osvaldo_Gervasi , @sophi , @mikesaunders ) to share the full minutes of this AB session and all past ones, with the rest of the trustees.

You make a couple of rather bold and wrong statements here. The irony is, that some people attack me and others as, I quote, “partisans”, “political agitators”, “traitors” and “terrorists”, for having having mentioned concerns on various matters. You, on the other hand, now blame me and others for moving things in the direction they are today.

As you are so keen on the statutes, I’d like to point you at § 10 I, which says "All members are required to treat other members and end users with courtesy, indulgence, objectivity, open-mindedness, friendliness, understanding and goodwill."

Your accusations are severe, and these accusations are false. Just as one example, it was the initiatve of the current board and me to get published a whole lot of decisions (Topics tagged decision) and minutes (Topics tagged minutes) that were previously unpublished.

With your membership application, you confirmed you follow the statutes. I now ask you to fulfill this promise and enter a constructive discussion to solve the matters at hand, instead of finger-pointing at everyone.

Please live up to the standards you demand from others.

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Florian, you’re one of the founders, you were a BoD member for several years, and then the executive director. Of course you have had a significant part in making the TDF what it is today - for better, and for worse.

Please point out any false accusation I’ve made.

  1. It was not your (= the board and your) initiative: Publication of all decisions, among other things is mandated by the statutes, and several people - myself - have been pushing for more disclosure for a long time. In fact, I believe I sent a long email with an suggested workplan for gradual disclosure of documents to the BoD immediately after their elections.
  2. What the current BoD - and yourself, as you’re associating yourself with the current policy, has done is not “publish a lot of decisions”, it is double-down on refusing to publish the “processes, discussions and decisions” of the foundation: No external and internal correspondence, no minutes of anything other than BoD sessions, no legal documents, even after some embargo for sensitivity, etc. And even those decisions and/or session minutes that you have published - are often redacted.

Florian, if I had more trust in our institutions, I would say that this demand is a case of a pot calling the kettle black; that I explained well enough why my initial indulgence and good will have given way to an accusatory tone; and that this clause cannot conceivably be used to fend off criticism of TDF officers. However, today’s TDF is a place where people can be expelled suddenly, with no due process, through the membership renewal process - by an MC the less said about which, the better. So, your allusion does actually make me worried.

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not sure where the truth and responsibilities are (which is by itself a question) … :thinking:

but it’s concretely puzzling, to see a director not getting answered like :

any thought or action welcome :expressionless:

Hi Eyal,

this is an accusation without any solid grounds. I expect that you stop this way of talking immediately. It’s against the rules of § 10 of the TDF statutes, which applies to all TDF members and their membership.

Regards,
Andreas

That’s what the MC did - of course, without statutory authority - to @gmasei , @thb and @cornouws . This was widely discussed, including by BoD members.

Critique of the conduct of TDF bodies has nothing to do with statute §10. That rule regards treatment of individuals, not institutions/bodies of the TDF. Your presumption of trying to apply rule §10 of the TDF statutes to silence critique is quite inappropriate.

What do you mean by “applies to … their membership”?

As outlined, I think the scope should probably be made more explicit - for those who are already tempted to have their whole life sucked into LibreOffice =) That happens somewhat intermittently through the text eg. in Code of Ethics 9 there is this “when acting” added which is claimed to be implicit everywhere.

  1. Members of the board of directors will keep the Foundation’s tanbible and intangible properties secure

Beyond that - “tanbible” - sounds like an authoritative trigonometric text :slight_smile: - it should probably be run through a spell-checker: is the original document available in an editable form ?

Duty of Loyalty 3. mixes Director and Trustee - is that deliberate ?

Beyond that - I would expect executive staff of TDF to sign this too.

It is very explicit in the document that came out from the review but you decided to comment in this old thread which links to an old draft.

The current and reviewed document which we discussed today during the Board meeting is linked in the agenda of the meeting:

The old draft you are referring to was incomplete and contained errors, that’s why you should look at the current version which is a lot better.

No it isn’t. Please provide comments in the thread linked above or create a new thread.

Yes. As those that followed the evolution of that part of the document know that is a chunk coming from the Fiduciary Duties that another well known non for profit adopted for themselves.

I could have replaced that with Member of the Board of Directors but I found the construction of the sentence to be very good in covering a situation such as when there is no Board mandate to evaluate or negotiate on an opportunity but a Trustee (which in this case is also a Director/fiduciary) gets offered an opportunity “in their role as a fiduciary of the Foundation”. It it subtle but if you think about it it does make sense.

Executive staff has actual clear contract and demonstrated over the years to have a very good understanding of norms, laws and regulations of which the Fiduciary Duties are a simplified summary.

If you followed the link present in the invitation to the board meeting then you would have discovered that the executive staff, like all Members of the Board of Trustee, will need to sign the Code of Ethics as well.

Not sure if I’ve ever told you but… please do check your sources before making public comments.

Apologies for the confusion; I searched for the relevant topics on the forum - and found only this old thread; might be worth having a new topic thread.

For reference - the link to the document is to (FiduciaryDuties - The Document Foundation Nextcloud)

Code of Ethics section 9 for example continues to contain this expansive demand for directors who are already at risk of having their whole life sucked into LibreOffice, weirdly qualified by “at any rate”, and then with this “when acting” scope in the last sentence.

The good news is: When boards act sensibly and trust colleagues, staff and community members, and not try to silence them, then there is no need to have their whole life sucked into LibreOffice. Actually, only then a fruitful working together can grow and flourish.

Having one’s full life sucked into one thing clearly tells something is going fundamentally wrong.

I’ve actually written a piece about this at opensource.com and also gave a presentation at FLOSS Backstage back in the day.

Other organisations have similar rules, and given the experience at TDF, it seems more than mandated.

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