[DECISION] Remove deputy chair role from Emiliano, appoint László as new deputy chair

We can settle the matter very easily by publishing the lawyers statement, lawyers advice, Emiliano’s and my full answers to Thorsten’s made up rationale.

Our lawyers also have all these information and it could be a good reasons why they advised against it the first time but Thorsten did it again regardless.

Paolo

The statutes already demand transparency. We can just reiterate the demand. It’s not like I have any leverage to make board members disclose information they have to.

Thorsten and Cor are the only 2 jointly moderating or deleting messages.

Paolo

We can settle the matter very easily by publishing the lawyers statement

For me, the lawyers’ opinion regarding the dismissal are a secondary issue here. The question is whether there was cause for Emiliano’s dismissal.

Emiliano’s and my full answers to Thorsten’s made up rationale.

Why is this not being published? Specifically, why aren’t you, and Emiliano, publishing the claims against you and your replies?

They are there to take such decisions in accordance with the statutes, otherwise what is the point of having statutes in the first place? If the statutes never foresaw such a situation, then it seems to me that any decision of that kind is at least procedurally flawed and quite possibly ultra vires, until such time as the statutes are modified accordingly and legally to make provision for such a case. No one has yet pointed me to the article of the statute that would allow a board to act in this manner.

Who said anything about complaints? You are deflecting from the question at hand. Please provide the article of the statute which entitles a board to act in the manner that it has.

It isn’t at all the right of a chairperson to keep the details private, to the contrary it’s our duty to be fully transparent with our decisions and with the information we used to reach these decisions.

As from section 8.3c " In exceptional cases, these may be treated as confidential, if so required. The resulting decisions shall be made transparently in a timely manner, and the confidentiality pertaining thereto shall end once the need for confidentiality has been resolved;"

Regardless of the legitimacy of the vote, which is still being debated, the chairperson did not publish a decision based on “advice”.

The chairperson personally requested an opinion, not an actual legal advice, explicitly mentioning the desire to replace the deputy chairperson. There is no reason to keep that a secret for the community as there wasn’t and there isn’t any privileged information that must remain confidential in the first place.

The chairperson used only the start of a sentence as the excuse to remove Emiliano but completely discarded the rest of the sentence and the other paragraphs. Neither the chairperson nor the rest of the board wanted to evaluate the chairperson’s position in relation to the full legal opinion that we received.

The chairman mentions in the decision that “there is fundamental disagreement and mistrust between the deputy chair, and a majority of directors” but that’s a very misleading statement as it seems to suggest to the community that Emiliano is not trustworthy. There are no records of directors, apart from the chairman or Cor, ever fundamentally disagreeing with Emiliano and I found no record of mentions of mistrust by any director toward Emiliano.

It is in my opinion unacceptable that a chairperson uses misleading messages to replace Emiliano for “being guilty” of having performed his duties by challenging motions that were obviously going to be detrimental for TDF and the community as it then turned out to be the case.

It is also unacceptable that the rest of the board passively accept yet another motion without showing any interaction with it and without challenging it knowing that the rationale put forward by the chairperson is factually wrong, the portion of a sentence extracted from a legal opinion does not match the situation and that we have actual advice against this motion.

Unfortunately this is yet another situation where, IMHO as a witness of what is going on within the board and a member of the board of trustees, the majority of the board failed to perform its duties in an unbiased, objective and transparent manner leading yet again to a further erosion of trust for this body.

Having also the chairperson and Cor censoring this forum, not only flagging but actually deleting posts from directors and members of the board of trustees, using as an excuse that legal advice is being disclosed in public, which clearly hasn’t been done yet but it should, surely doesn’t help in improving the reputation of this board.

5 of my posts in this thread have been deleted by the chairperson and Cor, which in my opinion should not be in charge of moderating the forum as they clearly introduce their own biases, so let’s see if this is going to be the 6th one.

Paolo

Dear y’all,

Indeed, and the answer was affirmative, that this is possible - as stated, if there is good cause.

I’m not going to argue with the rest of Paolo’s statement, which is his opinion, and of course he is entitled to it - just that a board majority disagreed with him. And of course the reasons for the change in deputy chair was not, as alleged, that Emiliano was challenging some board motions.

Finally, about moderation - posts that pass the bar of not being obviously in violation of our code of conduct, or in the case of Paolo being in obvious violation of board confidentiality expectations, will of course not be moderated.

Best, Thorsten

Actually the answer to the question asked was negative.

It has been confirmed that there are no articles in the Statutes that allow this to happen.

Then the opinion, which was not a qualified legal opinion looking at the specific case, reported the general possibility of removing a director or deputy director from an organisation for “good cause”.

Stating that Emiliano has been demoted for “good cause” is a very serious matter as implies that he has been demoted for the common and legally validated reasons of good cause dismissal.

“Good cause” is a legal term that in this case includes criminal acts, embezzlement, corruption, substantiated conflict of interest, etc. but none of them have been substantiated neither within the board nor in the public decision. The chairman did not seek and obtain a legal confirmation of the alleged “good cause” for demotion so it is ethically and technically wrong to claim that a good cause is the basis for the demotion.

I’ve done my best to make the majority of the board understand the gross mistake they were making but once again the chairman dismissed my well substantiated objections and as we can see from the published decision the rest of the board failed to evaluate these objections.

Before this situation escalates further I strongly recommend to the involved board members to publicly apologise for this blunder and revoke the decision.

Paolo

It has been confirmed that there are no articles in the Statutes that allow this to happen.

What is not forbidden is allowed. that is the default in free society.

I’ve done my best to make the majority…

you sitting on the ‘democratic’ part of the foundation, the rest being by intent, meritocratic
and you keep complaining that the ‘majority’ is wrong because it disagree with you, and you keep arguing that you should be able to compell the majority because… lawyers.

Lawyers are not arbiter of the law, they are paid mercenaries that will defend just about anything you pay them to.

"“Good cause” is a legal term that in this case includes "
A include x is not an argument to exclude anything

The chairman and the vice-chairman are serving at the good will of the board, what the board giveth the board can take away. The power is vested to the board as a whole.

“Before this situation escalates further I strongly recommend to the involved board members to publicly apologise for this blunder and revoke the decision.”
You’ve been using threat for quite a while now… put up or shut up

Please show how a butt hurt minority has standing to overrule an elected majority.

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your statement shows that you have no knowledge about the matter you are talking about. It would be better if you don’t speak up here and only talk on matters you have a clue on.

Andreas

Hi,
I’m deeply concerned by the words you choose here. We are talking about community members, trustees, who dedicated their time and their knowledge to our community. They are humans, not a thing one throws away when they doesn’t like it anymore. Even if they are an elected minority they owe our respect for the work they have achieved.
Your post has been flagged for this reason, but it seems now acceptable to write about contributors in so rude terms. I’m very sorry for the community and I personally apologize that they have to read those words with no possible moderation. And I feel also very sorry for Emiliano and how he is publicly treated.

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Hi Sophie,

Mind to explain what words are concerning you and why, or what alternatives you would use?

I do take that as a support for the boards position, despite being challenged multiple times, to not discuss personal matters in public.
Thanks,
Cor

Don’t want to repeat those words, but the last sentence of the message is not acceptable on this community forum. It’s not me who flagged it, so it seems I’m not the only one who have concerns.

It’s a support to Emiliano, exactly what I wrote: I feel very sorry for Emiliano

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I totally agree that the rude words were totally unnecessary and it would be appreciated if @nthiebaud would edit the message to express his opinion in the last sentence in a more diplomatic way.

Apart from that @nthiebaud has all the rights to share his understanding and level of preparedness about the matters discussed with the rest of the community like everyone else.

Paolo

The chairman discussed personal matters in public the moment he published an unfortunate decision mentioning demotion for “good cause” “fundamental disagreement” and “mistrust”.

I believe it would be a great idea for the chairman to look again at what he wrote, the advice the board received and to ask our legal team to explain to him again in the simplest terms the implications of what he has done.

Paolo

Hi Paolo,

Nice try but reading this:

it is clear that Thorsten is giving a description of the situation that for the board (and that’s the only one who is legitimate to decide) was a good ground to take that decision.

Cheers,
Cor

I hesitate to post here; but let me say two things.

First - thanks to Emiliano, with whom I’ve had many polite, detailed and
hopefully constructive conversations - for his service as Deputy Chair;
as well as congratulations to László in his new role.

Don’t want to repeat those words, but the last sentence of the message
is not acceptable on this community forum. It’s not me who flagged it,
so it seems I’m not the only one who have concerns.

Second - I am marveling at the definition of a word new to me which is
apparently in common enough US informal use that it gets a dictionary
entry[1].

As well as the extraordinary irony of its meaning in this context:

“offended and upset, especially in a way that is silly or unreasonable”

Interesting,

Michael.

[1] - BUTTHURT | English meaning - Cambridge Dictionary

Hi,

That’s a strong statement indeed, as I understood it. It expresses a clear personal feeling for the situation. Irony maybe yes. If we really think that should be more diplomatic, there is a long list of statements on this forum to look at more closely … And then it’s maybe time to look at external independent moderation again.
Cheers,
Cor

Hi,

Hesitate to post something useful too.

Consider that the "revocation" of an elected deputy should be a very exceptional event only for proven and serious facts...
Now we wonder who will be next? I'm not sure, you will have new candidates in the next elections without any public clarification.

Sorry to be not very enthusiastic to read this kind of news.

Regards,