[DECISION] Solve past issues by splitting them into reasonable and manageable tasks

Board Discuss
#1

During the board meeting 2024-09-02, Italo proposed the following MOTION. The official minutes will be published soon, but we share the result of the vote with you today:

"I spent an entire weekend and part of a week studying all the documents we inherited from previous BoDs. I had already read them, and the re-reading served me to develop an approach to propose to the BoD with the aim of finding a solution within a reasonable timeframe.

To summarise all the documents in the extreme, we are faced with an almost inextricable series of problems that overlap and intertwine, to the point that I think it is impossible to deal with them all at once without unnecessarily complicating our lives.

We must then proceed with the elaboration of a procurement policy that is able to reactivate the tendering process, effectively and definitively (for reasons of project history, the one being elaborated is not sufficient for all cases).

Returning to the theme of this motion, I ask for approval of the approach whereby we will tackle problems - even if they are often related - one by one, and not as a whole, in order to simplify their solution through a more focused and less dispersed discussion."

Vote result: +1 from Eliane, Simon, Italo, Sophie, Osvaldo, Paolo, Laszlo

The vote was unanimously approved.

#3

This decision will allow the BoD to simplify the process to solve past issues. It is the strategy I have referred to recently, and that you asked about.

The issues mentioned by the audit, and inherited from the last BoDs, are very complex and strictly related (as they are a consequence of the same original problem).

Trying to solve them all at once, as it was attempted in the past, would be impossible (or extremely difficult, if you prefer, and would take years because of their global complexity).

So, the idea is to split the issues and solve them one by one, as if they were separate issues not related to the same original problem.

Luckily, by applying this management trick, we have already been able to discuss solutions to several issues and reach the consensus that seemed impossible in the past.

This was discussed a couple of days ago, so minutes are not yet available as I did not have the time to work at them, but they will be available just after the conference.

#4

Removed my earlier comment in light of our discussion last week.

#5

Sorry, forgive me, but do I understand it correctly:
a) this decision is “only” about the audit, or?
b) the old board tried to solve all problems all at once?

#6

It is about the issues this board inherited from previous boards, and these issues were also mentioned in the audit - as Italo explained above. How the old board tried to solve the problems is a question you likely have to ask the old board.

#7

If the issues are, essentially, in public view - then can you, or can someone from the BoD, please enumerate the list of issues rather than just referring to them inspecifically and vaguely?

I would say it is the current board which is required to disclose how the old board tried to solve these problems, first and foremost - as the former board no longer exists as a body, and individual members’ obligation to disclose is weaker. I am actually in support of disclosure duties being individual rather than merely institutional… as if that norm is accepted, some people will no longer be able to justify their failures to disclosure anything with BoD inaction.

#8

If the issues are, essentially, in public view - then can you, or can someone from the BoD, please enumerate the list of issues rather than just referring to them inspecifically and vaguely?

Italo’s message gives a good overview of several of the aspects. As TDF member, you will also find details in the audit report from last year.

I would say it is the current board which is required to disclose how the old board tried to solve these problems, first and foremost

I assume that it is not trivial for the new board, who inherited all these topics, to comment on that. Just have a look at the various messages that we saw during the last two years on this very board-discuss forum. If it was challenging for some of the former board members, it is even harder for the current ones.

#9

Can you list them then? I find Italo has spoken generally - which is ok, but it’s not a list of how the issues have been split up for separate handling. (edit: Italo has now listed the separate issues)

It is not challenging nor hard to basically not disclose anything, which is BoD policy, now and in the past term (and possibly earlier). One can just, well, sit on one’s thumb, do nothing w.r.t. disclosure, and not worry about it - until something comples a disclosure of any specific document. Easy peasy. The only “problem” is breaking the statutes and failing the public trust, but there are typically no consequences for that in the TDF.

1 Like
#10

At the moment, we are discussing five issues, which are the result of the split: three are about the free trademark license to Collabora, CIB and allotropia, and two are about the blocked tenders with Collabora and allotropia. All these issues are a result of decisions taken by the BoD with an excess of power of representation (based on legal opinions received in 2020 and 2022). They are referred to in the audit, as the main reasons for the risk of loss of the non profit status. DISCLAIMER: this is a summary, so please avoid nitpicking.
For the second question, it is really difficult to provide an answer as a BoD Member. So, I will give my answer as a trustee, not representing the BoD, and not speaking on behalf of the BoD. In my own and strictly personal opinion, the previous BoD has not even tried to solve the issues because it was blocked by the cristallization of opposite points of view, with none of the parties willing to make a first step in the direction of consensus (or at least of a compromise).

1 Like
#11

Hi Italo, all.,

While the results were virtually indistinguishable from not solving that cluster of problems (since obviously they are not solved to this very day), I would like to point out that massive amounts of time, money & goodwill were spent, in particular by the last board, to address these. What we’ve handed over to the new board, was a number of important first steps, including a nearly-finished procurement framework, a thorough legal analysis, a priority list of things to tackle, plus the alignment and commitment from most ecosystem members to collaborate on this.

I therefore have to reject your rather one-dimensional root cause analysis, and the claim that previous boards would not even have tried to solve this. Of course, building consensus is hard work, as you’ve realized already in the current board, and it sometimes falls apart just centimeters from the finishing line. But that doesn’t mean it wasn’t seriously attempted.

Best, Thorsten

1 Like
#12

This is great! So much so that I’m going to repeat your list…

The problems being handled separately are:

  1. Trademark license for Collabora.
  2. Trademark license for CIB.
  3. Trademark license for allotropia.
  4. Blocked tenders won by Collabora.
  5. Blocked tenders won by allotropia.

Now I understand the meaning of the decision you’ve take and it is no longer mysterious and confusing.

If you would have said this from the get-go, it would have been clearer and more useful and would not sound like you were hiding things.

2 Likes
#13

Hi Italo, all,

Since I was working for Collabora in the past, I’ve never seen legal any advise for contracts specifically with an ecosystem company and I’ve never looked at these cases. Since I’m no longer bound to Collabora, I can speak now and I think it is needed to make some remarks on the situation. This in the foundations best interest.

First, what we know from the letter that was sent to companies for the trademark license, is that it seems to be based partly on incomplete or incorrect information read here,
Also, the generic legal statement that Italo writes about seems not to be based on full/correct information on various points.
Therefore it looks very wise for the Board to ask for an updated, or an extra opinion on the situation around the contracts TDF signed.
Think e.g. about the following. Knowing that boards decisions have always been taken to further the Foundations goals (and for sure also those to tender work on the code and these aiming to make LibreOffice available in app stores) then how can a claim be made based on the principle of (excess of) power of representation? I still have to see the first legal opinion explaining that decisions, that were taken clearly with goals of the Foundation in mind, can be a cases of ‘excess of power of representation’.
This apart from the confusion that apparently exists around CoI and power of representation.

I think there is some nuance here. Speaking about myself: I have left myself almost completely out of the whole process. What I did do: I did ask questions about legal writings if the content raised questions - a solid base there can only be in TDF’s best interests. At a certain stage, I also tried to help organize a setting that would allow a representation of/on behalf of the Board to talk to ecosystem companies. A simple and not unreasonable wish from the companies for a setting to talk, was known. Talking to look at how to solve issues rather sooner than later, with e.g. an audit ahead, can only be in TDF’s interest. However one director blocked getting that of the ground, by pushing himself into every gathering. Apparently the situation there is still the same.
So short my advice: make sure you have a independent double check looking at mentioned issues and then arrange to talk.

#14

@cornouws , I think your reply might have been better served by a different thread, but to your points…

Easily. The same decision can serve more than one purpose at once. It could further the TDF’s goals but at the same time personally enrich someone who has influenced the decision. If I’m on the board and I get the TDF to hire my sister, brother and cousins, then even though they might fit the requirements and will do their job, a legal instance may find that the board has acted to further my personal interests, while it was only supposed to represent the trustees in further the foundation’s goals.

IANAL and certainly not in Germany, but we would have to be told more about the doctrine of “acting in excess of the power of representation” in German legislation, and perhaps precedent, regarding foundations, to be able to tell where the lines of legitimacy and due prudence are drawn.

#15

Hi Eyal,

That is conflict of interest, CoI, for which decision taking with ‘arms length’ is relevant.
You are mixing that up with ‘excess of power of representation’; I’ve already explained that to Italo.

This is not related to my candidacy and election as MC member, but indeed family relations are indeed an important reason for a possible CoI.

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