Moving the discussion here, this is not a vote anymore.
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Hi Allan,
I’m pleased to see that another member of the community is questioning the decision taken by part of the board.
There are many issues with the changes to the RoP which have been mentioned both in private and in public including, as you rightly stated, the removal of clear areas of responsibility which are important to have an understanding of who should look after certain items. It is also essential especially when dealing wiht specific matters, eg. legal, where we need to show that there is no influence from conflicted members of the board.
I suppose you remember about this vote:
The day after sending that vote Caolan resigned and the chairman decided that the vote should be shelved.
After the holidays period Emiliano sent out this vote:
because “the conditions that brought to it are persisting”. Apart from Emiliano and myself the directors deserted the vote.
These conditions are still persisting but you will notice that since then nothing moved in terms of legal oversight group.
You might also remember an interesting public post by an ex-director actually posting big chunks of a communication written by one of our legal experts:
The sender was fully aware it was coming and the reasons why it was coming. He actively choose not only to publish actual legal correspondence but to build a false narrative around it.
I did comment that actual legal matters should not be discussed in public. In that occasion our chairman did not organise an emergency vote to moderate that user and neither him nor Cor rushed in to defend TDF by disproving misleading claims with the facts and evidence the board has available.
Naturally the actions that led to those letters weren’t unilateral actions from Emiliano and myself. They were extensively evaluated and approved also by 2 other directors and a deputy. Some decided to comply, as they recognised it was a normal process, while an ex member of the board, well aware of the reasons why it was necessary, recommended that “It would perhaps be helpful to better brief and instruct its counsel, refresh its legal process and team”. It seems like our chairman listened carefully to the recommendation of “refreshing” the team.
Other ways of carrying on have been discussed but always led to situations that are incompatible with Emiliano’s and my ethical standards and with other activities including the tendering process.
That then leads to the vote to remove the areas of oversight, created and pushed by a conflicted member of the board, that removes from those areas, especially legal and employees matters, the 2 non conflicted members of the board that have most experience with the matters at hand.
You will notice the negative comments confirming my the objections that I made both in private and in public:
As the majority of the board kept ignoring the objections made by 2 fellow members of the board, members of the MC and members of the board of trustees I then managed to get the decision checked by our lawyers which confirmed those issues which are mostly public so no privileged or confidential information has been shared in public with my vote that has been deleted.
Everyone could put the bits together and see that the new tendering process that affect board, MC, areas of oversight (committees) prescribe the items confirmed by our lawyer:
That’s a full legal document that is public and it’s being discussed in public but nobody has yet called for an emergency vote to take it down and remove posting rights to our chairman which, IIRC, shared publicly that document.
While it seems the BoD isn’t allowed, by our own chairman, to discuss legal documents and issues in public apparently the ESC, where our chairman is also present, can do it without issues:
https://lists.freedesktop.org/archives/libreoffice/2023-April/090317.html
There the definition of Conflicted Member and his/her limitation are clear and the understanding that bidders (Conflicted Members) should not vote on the ranking is also clear. What is not really clear as our chairman decided to remove that part is the obvious rule that conflicted members of the board cannot influence/lean on members of staff (or in general other directors) in matters on which they are conflicted, in this case tendering items/projects, and on elements potentially affecting those matters.
As you can see the legal matters that I’ve allegedly shared are just part of the tendering process that is being improved, obvious conclusions and standard practices that are already in the public domain.
The only “harm” being caused could be to the directors reputation which wanted to push on despite serious issues with their vote despite the justified criticisms that it attracted, the attempt of misleading board and community while trying to justify their actions and the fact that we had to waste TDF’s resources to have a confirmation of those obvious issues.
I was not expecting to have my vote deleted and my rights withdrawn as retaliatory action but it seems some members of the board don’t like to show that they made mistakes. They had many opportunities to acknowledge that what they were doing was not right but they choose to carry on leading once again to public discussions.
It is good to discuss things publicly and we should be a lot more transparent that what we are but it would have also been great if board members looked objectively at the issues, recognised the mistake in private and avoid to get to this point.
As things stand I would not be surprised if our chairman will convince enough members of the board to come up with more retaliatory actions but I won’t stop to trying to perform my duties to avoid that more damaging decisions are being taken without proper scrutiny and without taking in consideration the criticism coming from members of the MC and members of the board of trustees.
Ciao
Paolo
As an outsider volunteer member of the community looking in, and as an attorney working in one of the areas (trademarks) of what I understand to be the now unilaterally disbanded legal oversight committee, I find this deeply disturbing. It raises a number of questions for me as to whether due process is being followed by the Board, by its members, collectively and/or individually, and more significantly, by the Chair. Currently, I do not clearly see how any of these organs appear to be functioning correctly.
Who has the right to call a vote?
Who has the right to override any call for a vote?
Who has the right to remove a call for a vote and under which circumstances would such a removal be justified?
Does the Chair have the right to do as it pleases with regard to other member initiatives, or must everything be subject to a legally binding, valid and quorate vote?
Hi Alex,
while your questions are all easy to answer (certainly every board member can call a vote, also our ED has called them; there’s no general right to override a call for a vote; a posting was removed (that coincidentally was also a vote - and the vote continued)), I struggle a bit though, how they blend into the topic at hand.
Since there’s two separate issues here, I suggest we deal with them by not unnecessarily mixing them up:
- the rules of procedure change (which was legitimately voted in early April)
- removing content by moderators, and how to deal with frequent infractions
Can we follow-up there separately please?
I certainly don’t understand your last question. It was a board action that led to the removal, not the chair (me) doing that unilaterally. What gave you the idea?
Best, Thorsten
Thanks Thorsten, and yes, I see no reason why my questions shouldn’t be followed up separately.
The last question has more to do with the prerogatives of the Chair and this comment:
My understanding, which is perhaps incorrect, is that this comment implies that the Chair took the decision to disband the legal oversight group unilaterally, but perhaps that is one of the prerogatives of the Chair in such a circumstance? For people like me trying to follow from the outside, it is rather difficult to build an objective picture of whether the dissension within the Board is based on a non-respect of the rules and powers attributed to the functioning and the roles of the members, or whether it is just “sour grapes”, to coin a phrase.
One of the downsides of this whole seemingly endless saga is that I have no idea, factually, what the situation with respect to the decision making process should be, what it actually is (here in regard specifically to the RoP and changes made thereto), and what, if anything, can be done to move forward from a situation in which concerns which have been voiced, and which are claimed to be based on a legal opinion, appear once again to be crippling the functioning of the Board. As anyone with a working knowledge of legal opinions will recognise, an opinion is just that - a Board could choose to accept or ignore its findings and act accordingly, but that would generally assume some kind of vote, with the Chair deciding in the event of a tie, and the Board assuming collectively the responsibility for that decision. Where members could not accept their differences of opinion with the rest of the collective and the decision voted on, they would, if they felt sufficiently principled, generally step down from their roles. At present, all I’m seeing is “he said, she said” exchanges, which are somewhat unbecoming of a BoD of a foundation such as this one, and which don’t inspire a great deal of confidence.
a Board could choose to accept or ignore its findings and act accordingly
I think this is at the heart of the problem, Alex. The Board (as far as I can tell from the same evidence as you) has already decided, in the light of the advice it has received, to take some decisions about a stance on handling potential conflicts of interest. Instead of acting collectively in the light of the majority vote as Board members are supposed to do, some members of the Board have decided to repeatedly reanimate the matter, one by selectively quoting legal advice in a public venue.
Every Board I have ever served on, every company I have ever worked for, has told me never to discuss legal matters or disclose legal advice in public without express permission, for excellent and well-understood reasons. The majority of the Board seems also to understand this basic reality, so it seems a director choosing to behave otherwise is doing so intentionally to gain rhetorical advantage.
Every Board member has a duty to act collectively once a vote has closed. There can be no “I didn’t vote for that so I am not respecting the result and will raise a mob to oppose you” - that is exactly the opposite of how a Director should behave. As you correctly assert, someone in this position should step down from the Board, not endlessly reanimate the dispute. It’s time that happened.
In the same way that each member of the BoD must take informed decisions in pursuit of ensuring the welfare of the foundation as such. Unfortunately the sad spectacle we are witnessing is evidence that, what the chair mentions as the majority of the BoD, in this case allow themselves to be whispered in their ear that they have to do. Shameful.
Hi Alex,
Your understanding is what was implied. But that does not make the original assertion true.
The chair role simply does not convey that sort of power, and besides the tie-breaking & some representational duties, he or she is a peer to all other elected members of the board.
Best, Thorsten
Thank you, Thorsten.
Are you alleging:
- that there wasn’t a majority, or
- that members are being pressured to vote in a certain way by the Chair, or
- that members are being pressured by the Chair to do something else?
If any of the above is substantiated, the evidence for it should be made publicly available for the broader public to be fully informed.
While I was on the board, I received private messages inviting me to receive an “onboarding” to the new role, that I never accepted. But in addition, I can say that Michael, Cor and Thorsten were pressuring to some board members to agree with them, even though the evidence showed they shouldn’t, until they gave up.
I remember that minorities in previous boards have been “convinced” to “make up their minds” with the aim to show public consensus. And this was a common practice followed by other directors too in previous years. Unfortunately, I don’t see this arguable behaviour just as a prerogative of the chair.
Or describe in another way. In the last term, when the vote proposal was not what they wanted (but they couldn’t win the vote), they would insist to “have consensus” instead of having votes, and never gave up preventing the vote running. I always wondered that if everything should get “consensus” from all the board members, why did we need the vote to make decisions?
You can say that it’s just the way the minority party in congress is running. However the most extreme and incredible experience of this kind was to “forge the consensus” - a board member claimed all 7 members voted for agreeing on the vote he proposed, by his own interpretation of the TDF rules, while only 3 of the members voted. @drodriguez must have remembered this as well since he was also a victim to “be forced to agree”.
[ironic]With such a powerful and determined member still in BoD, TDF is so lucky, isn’t it?[/ironic]
PS: for the incidence mentioned above all the proofs have been sent to MC last term, so don’t ask me here to “prove it” or to tell you who the incredible member is (you know, the member is very powerful and determined). I’m just sad that, unfortunately nothing could be (and can be) changed. That’s the main reason I decided not to run for this term of BoD.
Hi Alex,
there has been no vote as such or to be more precise there have been votes but then they have been deserted by the majority of the board in ways that show a clear interference in the process by our chairman. For reference see:
The afternoon of the following day Caolan unexpectedly resigned and the chairman proposed to shelve the vote.
At the end of August, when most came back from holidays, Emiliano re-proposed the vote:
Our chairman commented internally that he didn’t support that vote mentioning arguments that were evidently disconnected with facts available to the whole board and the rest of the board deserted the vote.
The work that started with Caolan, Emiliano and myself to deal with matters that should not be influenced by conflicted members of the board (Thorsten, Cor and Gabor) came to a halt while “the conditions that brought to it are persisting”.
Further internal discussions to officially establish such a group were still heavily influenced by the usual 2 conflicted members of the board and went nowhere due to, let’s say, ethical issues. That led the same conflicted members of the board to push out the RoP changes so that they could reset the areas of oversight that could not be reshaped the way they wanted.
As some members of staff are also tasked by the board to deal with tendering and legal matters, the RoP changes vote again negatively affects those tasks by creating new but obvious problems.
I hope you start understanding why transparency in the decision process is important as it’s easy to mislead external observers into thinking that all is procedurally correct but the ramification of some decisions will be understood only by closely following the next step. While each single decisions might not be against laws and regulations, as you might infer, a sequence of decisions could lead to an overall problematic situation leading to decisions making the interests of some more equal than others.
(Evaluating the evolution of a proposal that has been voted in a way in 2019 and then pushed in a very different way in 2020 should give you some hints.)
The following step that should be published ASAP would confirm that the process did not take in consideration obvious issues, including CoIs, which have been presented to the board, expressed in public comments about the vote and simply confirmed by our lawyer. We should have not wasted TDF’s resources to ask for confirmation to lawyers as they were obvious and public but Thorsten and Cor did not wanted to recognise them and apart from Emiliano the rest of the board remained silent as usual. Once the confirmation from our lawyer arrived it should have not been ignored but here we are.
True that a board could choose not to implement legal advice but then that decision should be motivated, evaluating actual evidence instead of summarily dismiss it, and voted on. My request to have that, and other votes, validated by our legal counsel has been denied and now the confirmation of the issues and the advice to revoke the vote is being ignored.
Both our chairman and Cor claimed that “rigidity” or the excuse of using CoIs was used to express their opinion in some areas. It is obvious and public knowledge since a while that CoIs and undue influence by conflicted members of the board/bidders should actually be avoided.
So while it is true that in general a majority vote should be respected I’m not going to stay silent if the argumentation used to convince board members to send their +1 are misleading or actually contrary to what facts and evidence demonstrate.
I have complained several times that facts get summarily dismissed in discussions which since, the beginning of this term, see several members of the board being mostly absent (apart from Emiliano), do not engage in the evaluation of the facts but then their +1 appears regardless of the evidence against that. I don’t think this is the way a board should work and claiming secrecy for board internal processes that can be considered dysfunctional at best is just a way to hide the issues.
As you correctly stated each board member is collectively responsible for the decisions taken by the board but don’t forget that each member of the board is also liable for those decisions. Should I just accept decisions that in my opinion could lead to liabilities that can be avoided? If in doubt we must have those decisions checked by our legal counsel and if he states that all is OK then at least I can at least state that we did our best to avoid issues. Lawyers confirmed the issues and that the decision should be revoked, should I just accept that some members of the board want to ignore that advice?
I agree with you that discussing these issues in public doesn’t inspire a great deal of confidence… if they don’t get fixed. If we have an open debate followed by a transparent process to fix those issues would instead demonstrate that we are collectively working to improve the legal entity which is the home of LibreOffice.
Ciao
Paolo
True. In the beginning of the last term. I remember that I was surprised how they could demean some staffs like that.
The “consensus building” sessions were a painful experience. Fortunately in the last board there were enough directors looking at facts and evidence to manage to push back on some of the plans we were told we should accept, especially at the very beginning of the term.
As it was my first term I had to do a lot of reading (documents, old board minutes, etc.) to understand the situation and take informed decisions. It was not easy but I believe every new member of the board should go through it and not blindly believe what old members of the board say as they could easily take decisions that are contrary to what the evidence show. I recommended to do the same to new board members but I’m not sure they applied themselves enough on the reading part.
Anyway at least for me the calls to convince me one way or another didn’t last long as I read enough to disprove the arguments being promoted. What we have now are just endless email threads where there is no intention of looking at the matter at hand or the evidence pro/cons, the scope is to create noise to drawn the facts into useless comments and then claim that the board had extensive discussions about the subject. That’s it, I know that sometimes I get drawn into playing their game but at least is all documented in the directors mailing list.
Thank you to everyone who has commented. Unfortunately, what I’m reading here does not sound like a functional system, nor does it seem very reassuring. Indeed, as Paolo identified, it seems rather dysfunctional, and surely not what was intended in the spirit of the creation of the Foundation.
Seeking consensus on an issue per se doesn’t seem particularly problematic to me, but generally this is done before a vote takes place, not afterwards. I find it somewhat odd that consensus should be being sought after a vote has occurred, and as an alternative to the voting process, unless of course, the aim is to alter vote result.
If the MC is aware of the issues, can it not intervene in some form? Usually, boards answer to their members, do they not? Why hasn’t that happened here yet?
What I can say in this public forum, is that the MC also in other occasions asked to get more details about some important topics, and the board agreed to share only some of those information, and only after repeated and insisting requests, and after an artificial delay.
Hi Alex,
Again, that does not seem what is happening - where did you get the impression?
It should BTW be normal, that people try to convince dissenting board members ahead of a vote. Given how relatively easier it is to find consensus in a board of 10, rather than a community of thousands, valuing that compromise-building has served TDF well in the past.
Best, Thorsten
If you thought that things were dysfunctional now the chairman reached a new low.
He hid one of my posts in reply to Daniel and Franklin which, have also been hidden, which reported facts that show bad behaviour from which lessons haven’t been learned.
He also edited my post to remove a part where I stated that he’s directly affected by some “items” which put him in conflict of interest in acting or interfering on those “items”. Guess if he’s avoiding interfering.
He has also removed the part related to a decision that must be made public.
And just now, he moved the topic away from the vote so that for future reviews the dissent won’t be linked to the vote anymore. I’m not aware that there has been any discussion about this further action with anyone.
This is the last drop, in my opinion Thorsten lost all respect and legitimacy to hold his position.