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 2022-11-08 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. legal group composition discussion
- goal is to have in the end sth to vote on (Thorsten)
- based on what was agreed in Milan
- clear guidance how to vote
- even if in conflict of interest you can vote
- two things mostly debating
- #1 legal advice how we should vote
- #2 Laszlo issue
- can’t provide any news (Emiliano)
- could be blocker (Thorsten)
- find way to move on
- legal issues, CoI, legal advice (Paolo)
- pointed several times to those advices
- who will do the advice? (Thorsten)
- our legal advice (Paolo)
- [REDACTED: name of lawyer or law firm] won’t do it (Thorsten)
- asking for clear guidance on how to vote
- several items to be considered (Paolo)
- CoI with COOL
- the less it seems to have CoI the better it is
- members have to understand how to behave
- repeated and repeated again
- contradicting input from Emiliano (Thorsten)
- issues from [REDACTED: name of lawyer or law firm] advising TDF or the directors
- there is constantly saying NO (Paolo) - That is not true (Paolo)
- [REDACTED: name of lawyer or law firm] not to explain again and again the same thing (Emiliano)
- therefore [REDACTED: name of lawyer or law firm] not to join the call
- non conflicted members are aware of documents
(Note) Conditions offered by Paolo:
We can go with the vote proposed by Emiliano with the following conditions:
- The board will vote to confirm or not if Laszlo should be included in the group following his disclosures about NISZ
- Any legal matter, including policies and agreements, that is brought to the board must be drafted explaining clearly the scope and must be vetted by the legal group together with our legal counsel before voting
- We finalise, involving also the MC, and officially adopt the text listing and explaining what are the Fiduciary Duties that directors should follow see draft The Document Foundation Nextcloud and https://meta.wikimedia.org
- would [REDACTED: name of lawyer or law firm] give clear written guidance? (Thorsten)
- offer to make test vote (Paolo)
- lot of questionmarks coming up for months and months
- it if takes to long for this topic clear it out (Cor)
- clear indication how me to vote (Thorsten)
- another idea: run vote privately w. possibility changing the vote
- disagree (Paolo)
- not helpful if [REDACTED: name of lawyer or law firm] comes w. same answer (Thorsten)
- seems to be a consensus
- discussion on legal group composition w. Paolo, Emiliano, Laszlo (Thorsten)
- should avoid CoI w. Laszlo (Paolo)
- will require legal counsel to evaluate Laszlo’s issue
- who will support it? (Thorsten)
- no use to discuss no one would vote on
- asking a lawyer he will ever say that there is risk
- explaining situation and kind of affiliation (Laszlo)
- can update my affiliation
- read your email (Paolo)
- your aff. is still with NISZ
- every examination will lead to CoI
- show that we try to minimize risk
- [REDACTED: personal statement about a board member’s contractual seutp]
- sensivity in the subject (Cor)
- fear taking the lead
- any objection? the future is very unclear (Thorsten)
- always a chance to obtain change in the future
- ask for a risk management
- tend to be practical (Cor)
- saying there will be changes in the future we act in this way
- not willing to recognize that we have issues (Paolo)
- [REDACTED: personal statement about a board member’s contractual seutp]
- discussion came up in the light of PI/CoI (Paolo)
- keeping both it have to be evaluated
- [REDACTED: personal statement about a board member’s contractual seutp]
- don’t like the framing we are in a complex and dangerous situation (Cor)
- let’s work on improvement
- discussing from different POVs (Gabriel)
- normal standard procedure to follow rules (Paolo)
- declare PI/CoI before the meeting
- avoid getting in legal issues by denying
- so you what ask [REDACTED: name of lawyer or law firm] without taking in account (Gabriel)
- better to cover this situation (Paolo)
- so ask legal counsel because of the being contractor (Paolo)
- understanding to do some investigation (Gabriel)
- saying there is possibility of eg. CoI (Thorsten)
- bridge to far
- even a risk just asking a lawyer
- when Laszlo in engagement with tenders
- window dressing
- Laszlo being part of the legal group is the lowest risk
- find L. position convincing
- board was not again giving TM to ex-licensees (Paolo)
- better to check before
- no concerns to ask [REDACTED: name of lawyer or law firm] officialy (Thorsten)
- want to be in the room when this happens
- avoid repeating the same mistakes (Thorsten)
- see no problem w. Laszlo
- [REDACTED: personal statement about a board member’s contractual seutp]
- proposal to hear feedback from other board members (Gabor)
- get Laszlo in the legal group
- or ask [REDACTED: name of lawyer or law firm]
- should ask advice from [REDACTED: name of lawyer or law firm] (Gabor)
- no need to amend my position (Cor)
- need legal checks (Emiliano)
- probably me to abstain (Thorsten)
- if P. wants to ask [REDACTED: name of lawyer or law firm] have nothing against (Gabriel)
- want underline that L. is not in that position
- who to send the mail to [REDACTED: name of lawyer or law firm]? (Thorsten)
- happy to check it before sending (Paolo)
Stephan leaves at 19:30
Draft vote proposal public part
- Thorsten suggests a brief public vote
VOTE:
We hereby call for the following VOTE, which will start on ; it will then run for 72h and thus will end on .
We hereby make available the draft of an amendment to the Rules of Procedure of the Board of Directors (Board of Directors Rules of Procedure - The Document Foundation Wiki).
The amendment is to change the internal delegation of responsibilities (“areas of oversight”) in § 3 Rules of Procedure only regarding “contracts, legal compliance, GDPR, trademarks”.
The members of the legal oversight group regarding “contracts, legal compliance, GDPR, trademarks” are Gabriel Masei, László Németh, Emiliano Vavassori and Paolo Vecchi. All other oversight groups remain unchanged.
- [REDACTED: sensitive legal statement]
Thorsten Behrens is the Chairperson of the TDF as well as Managing Director of allotropia, one of TDF’s contractors.
The tasks of the legal oversight group have further on instead been handled by the “special working group” consisting of Caolán McNamara, Paolo Vecchi and Emiliano Vavassori. This declaratory vote makes the change public, following the TDF transparency rules.
- [REDACTED: sensitive legal statement]
- Emiliano: no objection, if we run this past [REDACTED: name of lawyer or law firm] - since he’s the one needing it in case
- Gabor: ok with the text, lets go have [REDACTED: name of lawyer or law firm] review it
- Gabriel: fine for me
- Laszlo: fine as well
Emiliano: will check minutes in an hour - give feedback then?
Proposed pre-vote text (to be added atop the private vote email):
a. In the boards meeting at October 26 in Milan we discussed the situation around the legal oversight group and came to a compromise;
b. it was agreed that we would vote on the composition of the group holding the members Emiliano, Paolo, László, Gabriel;
c. there is existing legal advise that is said to say that board members in conflict should abstain in that vote; (likely with [REDACTED: name of lawyer or law firm] giving feedback to put names here)
d. opinions in the board on whether that legal advise is a clear or relevant differ;
e. therefore the board, realizing that the outcome of the vote will not be influenced by this, agrees to disagree on that matter, leaving it to the individual members responsibility how to act;
f. also it was agreed that independent of the composition of the legal group, internal topics can also be handled by other board members;
g. then it was acknowledged that, since the full board is responsible for legal topics, those working on legal topics, will act in a way that allows the full boards to fulfill their duty, and apply proper communication about topics, process, etc.
(shared 2022-10-25)
- Emiliano: please review with an open mind, and give feedback by tomorrow
- Emiliano: ideally to then send the private vote email, with the text & preface from above
[Removed notes added to the minutes that were not discussed during the meeting.]
- summary:
- status of consent (none, poor, mostly, full):
- mostly
- next step(s):
- AI Paolo ask [REDACTED: name of lawyer or law firm] to review the concrete vote text, and provide clear guidance for voting, for each director individually
- [REDACTED: contractual setup of one board member]
- AI Emiliano please review the private vote by tomorow
The private meeting ends at 19:10 UTC / 20:10 Berlin time.