[DECISION] Rules of procedure change

[thb]

Dear community,

the following decision, which was taken in private on 2023-04-03, is now made public in accordance with our statutes:

With the changes in the board composition, and overall reflecting
on how past and present boards usually conducted their business,
this board has discussed collaboration and sharing
responsibilities more extensively.

As recently brought up by Emiliano, for one example, the full
board is in general responsible for all topics. Sometimes detailed
work is handed over to appointed individuals (that can be
directors, Florian/staff, MC members or TDF members in
general). No decision-making takes place in those groups; which
always rests with the full board. To ensure buy-in from the board,
it is usually (but not categorically) advisable to have at least
one board member present in those working groups. This can then be
ad-hoc, and does not need to follow the strict rules of procedure
update process. It also resolves many debates, since those groups
do the work and the regular reporting; decision-making remains
with the full board.

Therefore the proposed wording for the rules of procedure
(replacing the existing § 3):

§ 3. Detailed work on complex topics can happen by delegation into
working groups. From time to time, the board will appoint
dedicated working groups, with the responsibility to produce
suggestions on specific topics, paying attention to possible
different views among board members. No decision-making takes
place in those groups, which will always rest with the full board.

* The current RoP: https://wiki.documentfoundation.org/TDF/BoD_rules

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 6 Board of Directors members and one deputy member have participated in the vote.

The vote is quorate.

A quorum could be reached with a simple majority of 4 votes.

Result of vote: 5 approvals, 0 abstain, 1 disapprovals.
Decision: The proposal has been accepted.
One deputy supports the motion.

Since drafts of this rules of procedure change where discussed in private, and the change is only published now: this rule of procedure modification is to be considered a draft, and will only enter into effect one week (7 days) from now.

Best, Thorsten

[PaoloVecchi]

It is unclear to me why the vote has been ran at all (twice because of major errors) before announcing publicly major changes, like when we published the RoP changes to add the CoI Policy.

In terms of “discussing this proposal” records show that I was repeatedly pointing out, to the director that made the proposal, several inconsistencies and procedural mistakes including the vote before publishing. There were no further comments so it is not clear to me where those extensive discussions have taken place.

I’ve also proposed to have that vote evaluated by our legal counsel but the request has been ignored.

I would recommend to withdraw the vote until it’s ramifications and mistakes have been fully assessed and then, if it turns out that we don’t need areas of responsibility anymore but just committees, evaluate if it’s the case of run the vote again.

[deneb_alpha]

Hello all,
I’m wondering how removing all the areas and keeping the full decision responsibility always to the full board will improve the current progress on open topics and day to day business.

The board has been asked to update the rules and finally remove from the list the two board members that stepped down several months ago with the final hope to also see some pending items unblocked.
The areas of oversight should also keep in mind conflicts of interest, which the request that the board received asked for.

Last but not least, publishing the draft with the 7 days feedback timeframe just across Easter break isn’t helpful either. I’m wondering how many members realised that board-discuss is now moved to a different place and that there’s a request for feedback on such an important topic there.
For this kind of changes the info should be cross posted at least also to the tdf-members list.

[cornouws]

Hi Marina,

Useful questions, hitting the nail I think.
What we’ve seen in the past is that discussions on composition of oversight areas seem to be mixed (partially) with discussion on conflicts of interest. Resulting in nothing happening… This while it is clear that board always does respect CoI rules.
So with this change, that unhelpful mixing is undone. And obviously the board always tries to delegate responsibilities for parts of the work that do not require involvement of the full board.

HTH,
Cor

[PaoloVecchi]

My record show quite a different situation.

Anyway, now that the conflict of interests situation is a bit clearer there it is probably less chance of having discussions about who should be in specific areas of oversight.

The new proposed situation has already generated a first vote that is not aligned with recommendations we received showing that this is not addressing the fundamental issues.

It would be great if the rest of the board took the objections seriously and got the proposal assessed by our legal counsel.

[andreasma]

Hi Cor, hi all,

Am 13.04.23 um 10:19 schrieb Cor Nouws via The Document Foundation Community:

(…)

What we’ve seen in the past is that discussions on composition of oversight areas seem to be mixed (partially) with discussion on conflicts of interest. Resulting in nothing happening… This while it is clear that board always does respect CoI rules.

from what I saw from the last year, I couldn’t affirm that. There were always a deny of a Conflict of Interest (CoI) from three members of the board although it was clear from the outside that you and your fellows had a bold CoI on important parts of the board work / areas of decision.

So with this change, that unhelpful mixing is undone. And obviously the board always tries to delegate responsibilities for parts of the work that do not require involvement of the full board.

I don’t think the intended change of the rules of procedure will improve the situation, but instead it will make it even more worse. And also the change makes the rules very inconsistent. The removal of the areas of responsibility is not an improvement. It even makes things more complicated. And it seemed to be done by you and your fellows from personal (and also commercial) interests.

Thus I recommend to fix this and keep the areas of responsibility and add only board members without a CoI to each area.

Regards,
Andreas

[syntaxerrormmm]

@deneb_alpha

I’m wondering how removing all the areas and keeping the full decision responsibility always to the full board will improve the current progress on open topics and day to day business.

I much agree with this.

It is true the whole Board is responsible for all the areas, and that recently I suggested to avoid having a binding opinion from members of a specific area of oversight and instead passing for a full board vote, but that was specifically to solve a situation that was stuck and my proposal had certain conditions that, in the end, were all ignored and waived.

Sometimes it is simply better, for the sake of being productive and to quickly deliver, to limit the number of people working on a specific topic, leveraging the acquired experience on specific topics of a small number of trusted directors, with those topics being the ones ascribed to an Area of Oversight - that was the rationale, IIRC.

Additionally, those rules were in use since some years, and none of the professional input the Board received ever challenged their effectiveness or validity - so why change them?

Removing those rules of thumb would simply reduce the effectiveness in deliverying of the Board as a whole. But I think the decision has a much more political breadth to it - diluting the expertise of people that are not deemed trusted anymore, and allowing a significantly higher level of control on topics that should be treated as special cases.

@deneb_alpha

The areas of oversight should also keep in mind conflicts of interest, which the request that the board received asked for.

Yep, definitely. Professional advices were provided to TDF showing that some of the directors should avoid to get involved in specific topics, for the sake of TDF itself (and, to be clear, this avoidance would be best served if they were in the first place excluding themselves, without being pointed out or forced to): having everyone in the deciding part also means that the Board definitely must tighten, enforce, and strictly check for the respect of the already provisioned rules, to ascertain that Board decisions are taken out of respect of TDF’s position as a German non-profit foundation.

[cornouws]

We’ve discussed these elements (and more) extensively in the board. Redoing that in public, doesn’t change the outcome of the vote. For people that want to discuss more, please do so on tdf-internal.
Some of the replies here bring a carefully selected part of sensitive internal topics to the public in a setting where we cannot discuss it, but where it does create uncertainty and doubt. This is unhelpful.
If needed, I won’t hesitate to apply moderation.

[deneb_alpha]

Hi Cor, hello all,
the changes to the rules of procedure can’t be done just in private, you know this, and there’s no rationale for keeping the discussion in private.

There’s a seven days draft publication phase, and threatening to censor the discussion in case someone will comment something “not appreciated” can’t be the way to go.

I’m starting to think that moving the board-discuss mailing lists to discourse was just an easy way to apply the type of “selective moderation” that you just mentioned. …but I hope to be wrong.

[syntaxerrormmm]

@deneb_alpha

There’s a seven days draft publication phase, and threatening to censor the discussion in case someone will comment something “not appreciated” can’t be the way to go.

Cannot agree more. Thanks for pointing it out clearly.

[guilhem]

@cornouws

If needed, I won’t hesitate to apply moderation.

FWIW while the platform allows flagging/hiding/deleting individual posts and topics, as well as silence users and close topics, I believe that these actions can be reverted by anyone with the same access level. So unilateral action towards one’s peer is probably moot (at best; it won’t bring anything good to the project anyway).

[gbpacheco]

@andreasma

Thus I recommend to fix this and keep the areas of responsibility and add only board members without a CoI to each area.

Hi! IMHO, this would be the best alternative.

Reading the new § 3 I’m afraid that the BoD will spend more time in this new step (deciding the composition of a working group) than with the past approach, adding that suggestion of a non CoI composition.

And, “From time to time” is a quite ambiguos: seems that the moment to decide abot the composition of the working group could be posponed many times for any reasons with no deadline. Different than the BoD members’ public responsabilities from the past approach.

My 2 cents.

[cornouws]

@guilhem the moderation is a topic we’re looking at yes…
For now, experience shows that such an action helps for some time. But it’s not really ideal indeed.

[PaoloVecchi]

Once again I’m wondering where things are being discussed as moderation is not something I’m seeing discussed in directors’ mailing list.

It is also misleading to state that the changes to the Rules of Procedure have been discussed by the board as the only comments directors exchanged were between myself and Cor where I was pointing out, as other here did, that the proposal is a very bad idea as we can already create committees, it contained major mistakes (some of which are still there) and it goes against the professional advice we received,

The change, that has been pushed despite clear issues and the refusal to have it checked by our legal counsel, creates doubts on the way the board operates as that’s, IMHO, the opposite of what is expected by the community.

I hope that some directors realise that the proposal is creating a lot more issues that those it pretends to solve and that other directors actually read and discuss the merits of the proposal before sending out a +1.

[cornouws]

@PaoloVecchi

Once again I’m wondering where things are being discussed as moderation is not something I’m seeing discussed in directors’ mailing list.

And you write this three minutes after you replied to the topic on the directors list…

[PaoloVecchi]

And I confirm that there has been no discussion within the board. I demanded for the changes to be checked by our legal counsel and you refused. That’s the extent of the discussions that we have.
Now that you unilaterally decided to change the wiki page it should be clear to anyone that you invented… committees, which we could have created whenever we wanted:

https://wiki.documentfoundation.org/index.php?title=TDF/BoD_rules&diff=next&oldid=484033

You once again also ignored clear requests to take conflict of interests in consideration and that, together with other events, could lead some to think that those changes have been pushed with unethical intents in mind.

It is very sad to have this types of discussion spilling over into a public forum but when even the result of professional consultations are not being considered, IMHO, with the due care then it is my duty to oppose changes that could be detrimental to TDF and the community and the community has the right to be informed.

[thb]

Hi y’all,

some quick answers to a number of postings here - combined with a call to interact positively and welcoming, according to our policies. Thanks!

I’m wondering how removing all the areas and keeping the full
decision responsibility always to the full board will improve the
current progress on open topics and day to day business.

The full decision responsibility has always been with the full board, see the unmodified § 4. With the change of the rules now, we implement a suggestion initially made by Emiliano, that unblocked something the board has struggled with for a larger part of last year.

As such, and knowing the board from the inside, I indeed hope this will continue to have a positive impact.

Sometimes it is simply better, for the sake of being productive and
to quickly deliver, to limit the number of people working on a
specific topic, leveraging the acquired experience on specific
topics of a small number of trusted directors, with those topics
being the ones ascribed to an Area of Oversight - that was the
rationale, IIRC.

Indeed, and the working groups can still deliver that. The old setup was rigid & therefore not simple, and some directors had the tendency to exclude fellow board members from even having an opinion on ‘their areas’. Together, as outlined, this turned out to be more of a roadblock than an advantage.

Reading the new § 3 I’m afraid that the BoD will spend more time in
this new step (deciding the composition of a working group) than
with the past approach, adding that suggestion of a non CoI
composition.

If the past is any guide, then no, I don’t think so (see above). And if CoI is a concern, for working groups the pool of knowledgeable and trusted people will certainly be larger!

And, “From time to time” is a quite ambiguos: seems that the moment
to decide abot the composition of the working group could be
posponed many times for any reasons with no deadline. Different than
the BoD members’ public responsabilities from the past approach.

From time to time is a technical term here, that FWICT is frequently used in more formal English texts, meaning something akin to ‘if needed’. But we can reword it, if you think it is too ambiguous. Responsibility as a whole sits with the full board anyway, now and before the change.

You once again also ignored clear requests to take conflict of
interests in consideration and that, together with other events,
could lead some to think that those changes have been pushed with
unethical intents in mind.

It is worth pointing out that Paolo again engages in slander, after
trying to spread untrue rumours, which followed after he resoundingly
lost a vote in the board, which he is apparently unhappy with.

Overall, I really cannot see how that can possibly be seen as helpful
(or even leading by positive example). It certainly appears to be
putting personal feelings above TDF interests.

Best, Thorsten

[andreasma]

Hi Thorsten, hi all,

Am 15.04.23 um 02:50 schrieb Thorsten Behrens via The Document Foundation Community:

thb
April 15

some quick answers to a number of postings here - combined with a call to interact positively and welcoming, according to our policies. Thanks!

(…)

It is worth pointing out that Paolo again engages in slander, after
trying to spread untrue rumours, which followed after he resoundingly
lost a vote in the board, which he is apparently unhappy with.

you showed here the opposite of your advise at the begin of your posting. You, the chair of the board, abused a member of the board. You accused a board member on engaging in slander without any substantiation of this allegation. It showed that your statement at the begin do not apply to your own postings and behavior.

You seemed to be interested in welcoming and positively interaction only in those cases, community member follow you blindly and have no different opinions or / and discuss them openly.

Overall, I really cannot see how that can possibly be seen as helpful
(or even leading by positive example). It certainly appears to be
putting personal feelings above TDF interests.

This sentence is another proof, that you are not willing to follow your own statement from the begin. You seemed to be a fan of following the concept of ‘illiberal democracy’ at TDF. But that concept is the opposite of a welcoming interaction / environment. It is not compatible with the statutes of TDF. And it conflicts with the with the basic liberties within Germany and many other countries.

That you don’t follow your own statement was confirmed by your silence to the posting from Cor about censoring (he named it moderation) of some users / postings. You didn’t replied to that posting and rejected it, although you are the Chair of the board.

There is this saying: the fish rots from the head down, which seemed to apply here.

Regards,
Andreas

[cornouws]

I’ve just removed a post that again contains a part of sensitive internal topics in a setting where we cannot discuss it. It does however create uncertainty and doubt.

[cornouws]

Hi Andreas,

@andreasma

You accused a board member on engaging in slander without any substantiation of this allegation.

I find it sad to see that Thorsten’s post, that is built with clear and accessible explanation, is ignored for the most part. Where he uses ‘slander’ I think the facts from the posts here, speak for themselves. And to help a bit: ‘legal advise being ignored and circumvented, changes pushed with unethical interests in mind.’