[previous private MINUTES] 2022-02-21

As one of its tasks, the current board is looking into decisions and meeting minutes taken in the past that were not yet published according to our statutes. What follows are previously private minutes from the 2022-02-21 meeting of the previous board, which are now made public. Some elements in the minutes might be redacted as there is a need for confidentiality, or as individuals are mentioned in specific contexts.

Disclaimer: The following private minutes from the previous board are published as is. They have not necessarily been confirmed by the respective session’s chairperson or keeper of the minutes, nor approved by the respective board.

1. Election of chairperson and deputy
(quoting Florian’s e-mail from January 12)

There are no concrete rules in the statutes on how to make that decision. It’s at the new board’s discretion, but both must be full board members and can’t be deputies. For most of the previous boards, those with the highest election rankings have been chosen to fill these positions.

Chair and deputy chair have several special roles and duties:

  • Legal representation of TDF, especially when entering longer contracts or dealing with banks, needs a signature from chair or deputy, together with another board member. This means that chair and deputy should be willing to sign, if needed on paper, and sometimes also snailmail things around.

  • In order to reach a quorum for in-person or remote board meetings, either the chair or deputy chair should ideally be present during the meeting. However, a representation is possible.

  • The invitation to all meetings as well to one annual formal meeting, have to be sent by either the chair or deputy chair as per our statutes.

  • In case of a voting tie, the vote of the chair or deputy chair counts twice.

One thing to keep in mind: If someone is excluded from a vote, e.g. because the vote concerns awarding a contract to them or their company, this person cannot be represented. If both chair and deputy are affected at the same time, there is no quorum to take a decision.

  • Reminder: Use your updated/new e-mail signature from now on (see Florian’s e-mail from February 9)

Proposal 1: Chair - Thorsten, Deputy - Caolan (Kendy)
Caolan +1, Cor +1, Emiliano -1, Kendy +1, Laszlo +1, Paolo -1, Thorsten +1, Gabor +1, Gabriel +1

In favor: 5
Against: 2
Deputies in favor: 2

Not running vote on proposals #2 and #3

Paolo would vote for proposal #2
Emiliano would vote for proposal #2 or #3
→ No majority for any of the other proposals, therefore skipping vote

Thorsten accepts chair role
Caolan accepts deputy chair role

Proposal 2: Chair - Emiliano, Deputy - Caolan (Paolo)

Proposal 3: Chair - Thorsten, Deputy - Paolo (Emiliano)

no further proposals

Session chair is now Thorsten

  • thanks, let’s work as a team (Thorsten)
    • offer reset and restart wrt to the last two years
    • can’t go on in the way of the last term
    • will try very hard to work for all of you
    • move on to the agenda
  • here for a long time (Caolan)
    • will be neutral
    • important to me that libreoffice is a success
    • thanks to Thorsten (Cor)
    • happy to have Caolan as deputy chair (Thorsten)
  1. Areas of oversight
    (see also https://nextcloud.documentfoundation.org/f/841931)
    • employees

    • infrastructure

    • QA

    • documentation

    • native language projects, translation, marketing, non-English QA activities etc.

    • certifications and other business development activities

    • development & releases including schedules

    • license

    • events

    • affiliations, e.g. advisory board, peer foundations, politics

    • marketing, communication & design

    • assets, finance

    • contracts, hiring, taxes, legal compliance, GDPR, trademarks and brands

    • we want to cover each area with at least two board members or deputies

    • those who have oversight of an area should be able to have the big picture of what is going on, provide regular reports to the board, and are the primary points of contact for these areas

  • need to decide today? (Thorsten)
    • not necessarily
    • some areas not filled yet
    • can decide and also update/edit later, just need to announce a week before (Florian)

[ Part of the disucssion missing ]

  • idea to have community members in the working groups too (Thorsten)

    • sounds good to me (Kendy)
  • previously noone outside of the board in the WG’s (Paolo)

  • legal ML mentioned - 1 person was [REDACTED] which should be removed (Paolo)

    • [REDACTED] mostly looking at TM side
    • Paolo was in the legal oversight group with Michael & Lothar
    • general TM alias is third parties could be neded
    • I would recommend to keep BoD members in working groups (Paolo)
    • eg. Certification - does it need oversight at all?
    • Events either - handled by staff previously…
  • 3 questions (Emiliano)

    • do we need to decide now? Not really (Emiliano)

    • wouldn’t like to involve people from the outside of the BoD (Emiliano)

      • even if experienced - the ultimate responsibility is for the Board
    • what the Controlling proposal is about? (Emiliano)

    • would propose brainstorm wrt. Marketing & design too (Emiliano)

      • discuss and decide…
  • where do we search for additional oversight? (Cor)

  • OK with the teams that is there now? (Thorsten)

    • Employees - both the HR & management previously
    • some other thougths on other areas?
      • lots of topics
  • and OK with the distribution? (Thorsten)

  • Controlling

    • certification could be merged (with development) (Caolán)
  • not sure how much work is this per week (Gabor)

    • didn’t want to overcommit myself
    • probably could take one more
    • reshuffling things - not much opinion there
      • but l10n & marketing looks huge, could be merged (Gabor)
  • should we involve the external people (Gabriel)

    • not sure, newcomer, hard to decide if a good idea or not
    • maybe give room to more experienced people
  • should we decide today, or leave it a week (Thorsten)

    • drawbacks if we don’t decide today? (Gabriel)
    • 1 week anyway, not really a drawback (Florian)
    • good idea not to decide today (Gabriel)
      • if will see that areas are not that much work, could add more (Gabriel)
  • either way is possible - to add to more areas (Paolo)

    • can update with a normal Board vote (Florian)
    • no lock-in (Florian)
    • let’s delay to collect more experience (Gabriel)
  • onboarding call on Wednesday - can discuss it further (Paolo)

    • good idea (Thorsten, Cor, Kendy)
  • are people available on Wednesday? (Florian)

    • please let Florian know if not available
    • time: 18:30 CET (1/2 hr later than this meeting)
    • 1/2 hour for the agenda, can use the rest for more stuff (Florian)
    • traditionally had more time in the in-person meetings (Thorsten)
    • additional Board call slot the next Monday (Thorsten)
      • issue that everything online (Emiliano)
      • everybody seems available the next Monday
      • let’s schedule for that
  • OK to discuss the areas further, Laszlo? (Thorsten)

    • OK; could also choose better if knows more (Laslo)
    • if you “get” an area you don’t know, don’t worry, you’re likely to start loving it anyway (Kendy)
    • don’t be scared, some areas like ‘auto’-driving (Emiliano)

=> discuss more & decide in a week

  • further board-private discussion about how to setup board areas of oversight

Private meeting ends at 19:20 UTC.