Thanks a lot @mikesaunders!
They have been sent to the directors now for a review, and will be published then early next week.
could this point of vote participation be addressed :
I believe the topic has already been extensively covered both here and on earlier calls.
S.
Could you expand a bit on what you mean with “addressed”?
Do you want to know why some directors are not as active as one might expect, set up rules related to directors’ quantitative and qualitative participation, both?
Maybe it’s something we should add to the Code of Ethics and Fiduciary Duties?
thanks for asking.
personally, I’d like to see in priority the participation “officially” consolidated somewhere easily available (wiki or nexcloud, or …) so that the “community” can be made aware.
if available for previous BoDs the better.
meanwhile, I’ve no predefined idea, and let you (BoD or MC or …) provide explanations or suggest improvements as you just did.
so “addressed” : others may have related reactions/questions.
I don’t know wht effort has been made into this, but it would be nice to have consistent wording (Member or member or Director …), and how it relates or completes the statutes. and again are there “bylaws” or not.
in the same idea : who are the officers ?
is the wording really helpful in Board of Directors — The Document Foundation : The Board of Directors (or “BoD”) is the Foundation’s Board of Directors, … 
the pt is to consolidate the matter.
you defintely explained :
but I haven’t seen any official breakdown or remedy.
would be nice to have dates or links to go to read to.
not just beliefs 
It would, but there are none, because the matters are all presented for voting in the secret mailing list, and there is no inclusion in meetings and thus no minuted discussions. Using “who voted” as a metric is an interesting partisan game but is not useful for understanding how work is being handled.
S.
I don’t get your point.
ok.
it raises an intersting pt, which is actually " *who attended * ", not just " who voted ".
IMHO, these basic figures would be informative. personally I have no idea of the average vote number of a 2 year mandate.
I have never thought about it as, IIRC, the apparent dereliction of duties by some board members has never been this bad especially on fundamental matters related to the running of TDF itself such as:
It is understandable that some might miss the odd vote but some votes are extremely important and follow exchanges of documents and comments done on the directors mailing list as a standard procedure since many years.
The numbers you provided, which I haven’t had the time to verify, seem to show that something is seriously wrong.
Directors know that they should check regularly their mailboxes for discussions and votes and most do that when they have a moment available as you can see from the numbers you shared.
We should look at what the board options are when there is an apparent dereliction of duties by one or more directors.
I started proposing to adopt a document listing the Fiduciary Duties 3 years ago but it’s only with this board that things got finally moving.
True. I focused more on getting the substance sorted than the form up to now.
I’ve uploaded a new version of the documents with wording that is mostly consistent.
They are complementary and clarify commonly recognised norms and behaviours that have been overlooked in the past and that in my opinion should be made clear to all.
We never had Bylaws but the plan is to have them very soon. They will be presented in today’s meeting and will be shared.
As these refer to votes I’ve been preparing, here’s also the pre-announcement that they would start:
I’m struggling a bit with this expression. To me as non-native speaker, that seems to suggest something is wrongly done in secrecy. Was that the intended meaning?
It is purely descriptive of the fact that the list is unarchived and unpublished but contains all the Foundation’s official business and the discussion surrounding it now that board meetings contain no actual motions.
S.
The bod/directors mailing list has been setup several board terms ago. I would need to look up who was in the board when that was decided. However, the notion that the board also needs private space to discuss is something I’ve heard repeatedly and recently, from various people. I remember what big debate it was back in the day to admit the MC into private board meetings, for that very same reason.
Looking at board motions from earlier this term, like the payment of a legal invoice, I am not sure if such motions actually help the community to understand things. I received various questions, like “who was involved”, “what happened” and “who recommended that lawyer”, nothing of which is answered in this very motion. I think that’s for good reasons, to not expose people, but it also means that the fact that the motion was in a board meeting does not automatically result in any better transparency. The details of that vote are on the secret mailing list.
I spent some effort to publish old minutes and decisions. However, I either redacted or did not publish at all when individuals were concerned.
We also have a set of documents in the, to stay with the term, secret Nextcloud. Some of that is hard to be published given the confidential nature, but others are proposals, e.g. for business entities throughout the years, or other correspondence sent to TDF’s bodies. I didn’t publish these to not expose anyone or share maybe premature ideas with the public.
I am all for transparency, but I think we need to keep the balance. I’ve agreed previously that some votes could have been done in public straight away. However, as we see with some examples, like
- Preparation of approval of reserve building and 2025 budget
- Preparation of approval of 2024 closing ledgers
- Preparation of approval of VAT filing 2024
- Preparation of approval of annual activity report 2024
a public discussion doesn’t necessarily lead to more interaction either.
I’ve not seen anyone yet consenting that TDF (or any of its employees and contractors) can publish any documents and any correspondence that person sent to the secret mailing list, directly or in copy, or such correspondence that concern that person, for past and future…
Hi Florian!
This is not the point!. You will recall that I have been an advocate of having a “private space” and when the list was set up I am sure there were good reasons for how it was done. However, the way the board operates has gradually changed and the mailing list is now being used as the almost exclusive place where Board matters are discussed, yet it is not archived for Board reference so the only record of all discussions is the final motion. This has several unfortunate consequences which I’ll not list here as my point is the practice not these consequences.
On a normal board, even confidential discussions are minuted (in unreleased minutes), but at TDF there’s no record of who participated or what was said even in routine matters because the discussions are happening in secret without records. A private space is required, and I would absolutely not advocate for the archives of a list where confidential matters are discussed to ever be made public. What I am observing is that this list is being used for absolutely everything and that means the Foundation has no records of the reasoning behind many of its most sensitive decisions.
To correct this we could:
- Turn on archiving for the mailing list and provide access to all current directors
- Consider all possible motions in the open (if spoken language is an issue, we can still use written papers or a forum discussion)
- Hold all possible final votes in actual meetings rather than using e-mail voting (which should be reserved for genuine emergencies)
- List all decisions taken by e-mail in the minutes of the next board meeting so they are included by reference
One last point: Although I am critical here, I am not critical of you (or indeed anyone else). I value your efforts; the issue is with our collective practice.
Cheers
Simon
Hi Simon,
it was turned off intentionally a few years ago, for a variety of reasons. No hard feelings one way or the other, but probably worth digging into the reasons why it was done back then in first place.
I agree we should get better at this. However, as cited, even if we have discussions in the open, not much discussion actually happens. I would not expect that changes.
That would significantly slow down TDF’s operations, I don’t think it’s advisable.
The are usually published quite on time here on board-discuss. If we were in the luxurious situation of being bored on the administrative side we could consider that - right now, however, I fear it would add another burden to those preparing the minutes.
Thanks. Let’s improve things together.
Florian
Hi Florian!
While I appreciate your responses to the proposals, the issue I describe remains so if we don’t do these things I’d welcome alternative suggestions to ensure that .
webmink:
Turn on archiving for the mailing list and provide access to all current directors
it was turned off intentionally a few years ago, for a variety of reasons. No hard feelings one way or the other, but probably worth digging into the reasons why it was done back then in first place.
If there was a different formal record of the actions of the Board it might not be needed, but until then I suspect it’s needed. So yes, let’s explore.
webmink:
Consider all possible motions in the open (if spoken language is an issue, we can still use written papers or a forum discussion)
I agree we should get better at this. However, as cited, even if we have discussions in the open, not much discussion actually happens. I would not expect that changes.
Frankly there is not much discussion of most motions on the existing secret list either. While more discussion might be welcome, the point is to record the decision process rather than to stimulate discussion. The fact there’s no discussion is itself worth documenting.
webmink:
Hold all possible final votes in actual meetings rather than using e-mail voting (which should be reserved for genuine emergencies)
That would significantly slow down TDF’s operations, I don’t think it’s advisable.
Perhaps that indicates the Board is not functioning correctly. In the early days of TDF the Board functioned like an executive staff and needed to meet frequently to make routine decisions. Now we have a large and experienced staff most of this should be delegated to staff. No other Board I have served on behaves in the way TDF’s Board does,
webmink:
List all decisions taken by e-mail in the minutes of the next board meeting so they are included by reference
The are usually published quite on time here on board-discuss. If we were in the luxurious situation of being bored on the administrative side we could consider that - right now, however, I fear it would add another burden to those preparing the minutes.
I don’t think it’s luxurious. The formal records of TDF are the minutes of the Board and MC meetings. None of the current discussions of the Board and very few of its decisions are appearing in the minutes of Board meetings. No other Board where I have participated behaves in this way and this is a serious shortfall that needs correcting.
Thanks. Let’s improve things together.
100% - collegiality not conflict!
Cheers
Simon
Hi Simon,
no strong opinion either way. I think it has some merit to not have archives for some discussions, and then it indeed is a challenge for future boards. On the other hand, in particular now, I feel it will be a challenge for future boards anyways, but that’s a different story…
Indeed, if anyone assumed on the directors list would be a vivid discussion, it’s usually not. I think we should all remind ourselves to have votes and discussions in public whenever possible. There will always be some discussions that cannot be (immediately) made public, but not all of the votes taken needed a private vote in first place, I agree.
Oh, I would agree on that. 
I don’t want to dig into the past too much, but I think a big reason for this in the past was a certain amount of, let’s call it, suspicion and desire to steer, control and micromanage. In such climate, things don’t work out properly. If people’s decisions are driven by fear, that is doomed to fail.
In addition, some wrong decisions ware taken (or rather, some right ones were not taken), ending up in a situation that we are slowly unwinding, but fixing things after the fact is much harder than doing things right from the beginning.
We are slowly getting to a better situation, hopefully.
On that I am much less worried. Meetings are meetings, separate votes and decisions are another thing. I’m fine if they are stored differently, that’s what I know also from other organizations.
Absolutely, TDF has seen way too much fights sadly, and still sees it up to today.
Florian
No it used to be a mere alias (so no archives either) which I was asked to turn to a private mailing list without archives in February 2020. I assume there was some discussion for deciding to set up the list that way, but AFAIK directors@ never had any archives in the first place. That said, directors in office have access to archives through their mail client during their entire term.
Thanks for clarifying! Then my memory indeed served me wrong. Probably we had an archive on the old core list and stopped having one when bod/directors was created.