“Shadow board” is one of the terms used by another director to describe what has been finally revealed in writing by Cor last week. I could have used the other less diplomatic ways of calling it used in directors emails but then it would have been yet another good excuse to block me again.
2 directors have been excluded from discussions and the decision process since last year, that’s what written records that have been revealed show, and that in my opinion violates the democratic process within TDF and probably statutes and some laws.
It is now clearer to me how “the board” has been working during this term and why obvious mistakes have been made and voted on.
I tried my best to avoid that the board carries on making mistakes but it is clear that the shadow board doesn’t want to be bothered by facts, evidence and respecting professional advice.
sorry for being late to this party and thanks for those working on this so far.
However, reading the definition of “associate”, “conflicted member” and “contracting party”, I feel one important source of CoI fell through the cracks here.
One draft idea would be to add the missing part in “contracting party” as follows:
An entity which has successfully tendered in a bid OR has otherwise entered into a Contract with the TDF, for products or services for any length of time over the last calendar year from the current date OR the current calendar year, AND for an aggregate amount equal or larger than 20,000 euros during the same combine period …
… OR an entity that provides services or products that might benefit from tenders and contracts entered by TDF – especially if it is reasonable to assume the entity might seek to offer such tenders and contracts – directly or through intermediates – would TDF not exist.
I only see two directors deliberately refusing to work with the rest of the board - e.g. completely ignoring an entirely uncontroversial vote, or one of them stating they would simply not join any in-person offsite board meeting anyway, regardless of the scheduling.
So I guess nothing new under the sun, was the same already last year in Berlin.
OR an entity that provides services or products that might benefit from tenders and contracts entered by TDF – especially if it is reasonable to assume the entity might seek to offer such tenders and contracts – directly or through intermediates – would TDF not exist.
So it is just no me that think that “The lady doth protest too much, methinks”
The insistence on hiring developer (which was – I remember the Board having that discussion and we all agreed that hiring, sure when we can afford it, but never ever a developer as that would lead to bottomless rabit hole – and still is a terrible idea), and make sure to undermine the basic fundamental of ‘doers are deciders’ by insisting that somehow the BoD has the power to hijack and overrule the ESC in matter of technical directions, well the BoD except pretty much everyone competent on the topic, that are manufactured to be ‘in conflict’.
Bttw the ESC pre-date the BoD. it existed before the BoD and it will continue to exist in one form or another after.
Add on top of that a public stance of obstructionism, by trampling all the traditions of the BoD in term of representations. Make sure to exclude as many legitimate BoD member from a vote, and use your seat as a way to threaten reaching Quorum to force your way…
This is sad to see TDF being squandered by politician interested mostly in diverting funding to finance their company pet project at the expense of the decade of works to build this foundation.
Maybe 2 directors noticed that the vote was not necessary as Italo was faster and better organised than “the board”?
I believe it wasn’t only me stating, months ago, that spending TDF money to meet in July does not make sense but “the board” decided to do it anyway ignoring all objections as usual.
I preferred to avoid wasting donors money and my time as since last year decisions are taken elsewhere.
For Berlin I was available on a specific date, Cor on another one. “The board” decided that Cor’s presence was more useful. Looking at the minutes and at the result from Berlin, Milan and Brussels it’s clear that there is a lot of talk, lots of good intentions and then once back home the “shadow board” resumes its duties and what 2 directors stated or proposed is totally ignored.
Nihil novi sub sole, I agree on that.
If “the board” has finished with the rounds of whataboutism and distractions it would be great if someone provides actual explanations about a vote that has been decided elsewhere and why it went out again with stuff that is detrimental to TDF and has been advised against by the expert that wrote the tendering process.
Is the decision to send out that vote with those issues your own or it has been taken by the “shadow board”?
It is ok to disagree with the policy (although a lot of effort went into drafting it). But “shadow board”, really? Next thing will be you accusing staff of being the “deep state”?
the last sentence is offensive towards Paolo and all members of staff.
I personally (with some experience in people’s management) wouldn’t even have thought about such a labeling of members of staff.
The above sentence seemed to show the real view of the author on the members of staff. And it shows that he expects a bad person behind every corner. That is no ground for building a winning team.
Your repeated bad (and not only inappropriate) behavior towards people with other opinions, including the members of TDF staff, is already sufficient and broad documented and confirmed by many community members.
No community could and should tolerate such behavior. In any company or institution, you would have been released of your management duties immediately, to protect people’s mental (and physical) health and well-being.
It is a shame and not in any case tolerable, that the majority of the board, except Paolo and Emiliano (who are not members of the ‘shadow board’) are not taking actions immediately.
If some of the members of the ‘shadow board’ own a spark of integrity, they could prove that now and take the necessary actions immediately.
It seems the goal is to do as if Paolo is excluded by other directors…
[PaoloVecchi] PaoloVecchi
Is the decision to send out that vote with those issues your own or it
has been taken by the “shadow board”?
This nice frame of a shadow board is in fact a group of directors that
meet irregularly to listen, discuss in an open and respectful atmosphere
and where there is no threatening, mud throwing, etc. Obviously that
works productively and helps to grow compromises.
And all procedures and directors rights from any director are fully
respected.
Notably, creating a safe environment, that also is not overloaded with
many long mails that are ‘not so inviting’, is essential to allow the
directors with a normal day job engage in board activities.
Guess why we came to the solution to talk in smaller circle now and then.
This situation has by the way already been mentioned in an earlier
discussion. And explained. So why this needs to be stirred up again…
It looks as if people should believe that ‘some board members’ acted
irresponsible and excluded Paolo…
[PaoloVecchi] PaoloVecchi
The expert already rejected the change the 12/06/2023 the 30/06/2023 Cor
proposed it again and got an explanation from myself on why it wasn’t
such a good idea to add again the same changes.
It is only Paolo’s interpretation that he rejected it. The expert gave
an idea that in his opinion is better, or at least better to start with,
while he clearly appreciated our idea and didn’t suggest that approach
was a mistake. And we worked to make it better after the discussion
Again: all changes have been discussed - maybe not always the latest
iteration or improvements, but if it is clear that makes no difference
for the situation, it is only a waste of precious time.
That alone shows Paolo did have normal opportunity to engage in the
process. And he did.
Then, talking about a careful process, Paolo could also have mentioned
that he stated “If no mistakes are found an no strong opposition is
made by the majority of the board happy to publish it in the next few
minutes.” while he knew that other board members were still looking at
details.
I guess people might start understanding what Emiliano and myself have to endure in this board.
The 12/06/2023 the expert sent back the document after having deleted the text you added and replaced with another text. That to me is a good hint that the text has been rejected.
The 05/07/2023 the expert noticed the vote and complained about the changes compared to the approved document he advised to adopt and that the part he advised against have been introduced again.
The text he advised against is the text that he deleted and you reintroduced.
Wouldn’t the rest of the world interpret that as the text has been clearly and definitely rejected?
Maybe you want to share the email the expert sent to the board with the rest of his answer?
This is the level of engagement, the rest happened somewhere else:
Happy to mention it as the 22/06/2023 I started the “[DISCUSS] Vote: Adoption of new Technical Budgeting Procedure for ESC” thread following the latest and what seemed the final version of the procedure to then proceed with a vote.
Actually I didn’t know there was something else to be added as the replies I seen going to the expert indicated that all was finally sorted after months of recommendations not being implemented and other delays.
Then we had this exchange:
"Hi Cor and all,
On 22/06/2023 13:22, Cor Nouws wrote:
Paolo, you are ignoring the ongoing discussion. Let’s say it is not so chic.
Sorry I was multitasking and I might have missed other communications.
Any idea what will be the outcome if you start the vote?
Not sure what you mean.
I’ve noticed your email after I sent my [DISCUSS] email about the vote.
the voting part of the ESC is not to be touched
What do you mean with it?
there are other parts we’ll look at (soon I hope)
Which other parts are you looking at?
then there can be a vote.
It would be good to know more as it seems you and Laszlo worked on things I wasn’t at all aware of.
Are there other things in the works that are not shared with the full board?
Cor
Ciao
Paolo "
So it turned out that the “shadow board”'s main intent was to change “Affiliate” to “Associate”, that affiliate appears once in the statutes doesn’t seem to be a good reason to do that, and to add again the text that was rejected by the expert.
The expert obviously complained about it but as we see the text is still there.
Threats or warnings that I would have to refer what you intend to write/do to our legal experts so that they can help you in understanding that what you are writing/doing is wrong?
Mud throwing like stating that what you write/do is at best unethical?
Happy to evaluate in public all those instances where you think that the peace of the board has been violated.
Of course, if there is no scrutiny and no dissent everything is a lot easier for some.
Why don’t we also get rid of board elections to make things even easier?
So excluding 2 non conflicted directors from the decision process is perfectly fine for the non excluded directors?
I let readers guess how it happens that we have long threads that go around in circles so that at the end people just give up in despair.
Yes, when “the board” decided that the developer proposal I put to vote should have been replaced by one that circumvents competition laws. That’s when you candidly stated that you achieved that brilliant result by excluding me from the discussion.
Because only last week you admitted in writing that the “shadow board” has been going on since last year. I was not aware of it as I was not aware that also Emiliano has been excluded from the decision process as it didn’t accept to be part of an illegitimate and illegal situation.
Now the threatening and mud throwing part as you call them.
I believe this situation should be evaluated further from a legal point of view, maybe even our community can help out in that sense, and the lot of you should be ashamed of what you have been doing.
cornouws:
And all procedures and directors rights from any director are fully
respected.
So excluding 2 non conflicted directors from the decision process is
perfectly fine for the non excluded directors?
This statement is not correct.
You are not excluded. And you know that. In fact what is happening, is making it possible for others to participate.
[PaoloVecchi]:
Yes, when “the board” decided that the developer proposal I put to vote
should have been replaced by one that circumvents competition laws.
TDF circumvents nothing.
Another thing is that apparently you would have loved to use the proposal to fight your fight with the ecosystem.
[PaoloVecchi]:
Because only last week you admitted in writing that the “shadow board”
There is no shadow board.
And the situation has been extensively discussed in internal threads last year. And in another discussion on this forum.
There is really nothing to get excited or upset about.
“Affiliate” to “Associate”, that affiliate appears once in the statutes
doesn’t seem to be a good reason to do that, and to add again the text
that was rejected by the expert.
You are mixing the discussion around the term affiliate (using that would introduce one term for two different meanings) and the extra staff protection that is added.
Again: all advise has been taken into consideration by the board. And it is your good right that you have a different opinion.
no worries, I really dont want reopen this thread here – but I would like to kindly ask to consider some principles for the next discussion of this kind.
The topic of this discussion was “[VOTE] Technical Budgeting Procedure”. As such, there are basically just a few replies that are on topic here, namely:
“+1 I support this motion.” (without any further comment) – Esp. for members of the board.
“+1 I support this motion.” (with a rationale for the support) – Esp. for members of the board.
“+1 I support this motion. Personally I would have done X, Y, Z different because of A, B, C but I was unable to find a majority for that in the board.” – Esp. for members of the board.
“-1 I reject this motion, because …” – note the rationale should be required here and that rationale should discuss the content of the motion, not various other things that come to mind. – Esp. for members of the board.
“I suggest the board to consider the following modification or addition, possibly in a follow-up vote.” The modification or addition should be roughly related to the topic – Esp. for trustees.
Everything else is by definition off topic and should – if at all – be discussed elsewhere. This is especially true for gossip from directors or ex-directors. Those are:
irrelevant to the vote, which only depends on text that is voted upon. It especially does not depend on anything that happened or not happened in the boards meetings.
hearsay, which is troublesome especially if its accuses others of wrongdoing.
breaking constructive work of the board, as its meetings should be considered to be held under Vegas rule or at least under Chatham House rule.
To judge a board decision, ONLY the text of the motion voted upon is relevant. It for example is NOT relevant who ate the last cookie in the board meeting without asking. If someone suffered wrongdoing as described in the TDF Code of Conduct there are means to handle that (see there). Directors not voting for your proposal or believing in your conspiracy theory however are not transgressions in that sense.
Its counterintuitive to ask professionalism from volunteers – but please try it next time.
Yep. Moved to this new ‘discuss vote’ topic (and selected the vote tally / decision post from Cor in the other thread as the solution).
I’ll suggest to board members to create a suitable ‘discuss’ topic for every new vote going forward, and encourage community members to follow-up there.
So despite having received confirmation from the lawyer that he rejected the text that has been added, written and promoted by Cor in slight conflict of interest, so that Laszlo could send out the vote to avoid to make the CoI too evident, all is fine for our chairman.
Some might start wondering if we’ll ever get to a valid budget this year.
That must be the issue then, please do read the email we received from the expert at 18:32 today.
It confirms every single point I stated here and more.
I’m not prepared to vote on a budget in these conditions.
Please do carry on with your own board ignoring what 2 directors that actually read the emails from experts and lawyers are saying and let’s see what the result is going to be.
PaoloVecchi: