[previous private MINUTES] 2023-03-06

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 2023-03-06 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.

Note that for these particular minutes, at agenda item #8, some names have been redacted. Not all redactions in item 8 refer to the same participant. Reasion for redaction is that one participant has disputed having made certain statements, whereas other participants have confirmed having heard these statements during the call, including the minute taker.

4. Vote, Discuss: Discussion and budget for developer roles (Florian Effenberger, 5 mins)
Reason for privacy: HR topics

Florian to update the board on recent progress, possibly decide on concrete hirings

  • [REDACTED: ten lines of sensitive hiring information]

5. Status Report, Discuss: Improve tendering process (tdf-board, 10 mins)
Reason for privacy: legal topics

Next step (from last call):

  • waiting for [REDACTED: name of lawyer or law firm] (hired for tendering policy, plus tendering contract)
  • important to get ESC process done first (if it needs re-doing)
  • ask to have joint call for the other topics, before having settled
  • input from team members (Florian)
    • first thing ESC process
    • two options
    • fix ESC part
    • non conflicted people to vote on it
  • did [REDACTED: name of lawyer or law firm] had a look yet? (Thorsten)
    • ranking spreadsheet not public (Florian)
    • [REDACTED: name of lawyer or law firm] working on different items
  • appropriate to ask ESC for feedback (Thorsten)
    • discuss all the items or subset of it?
    • ranking was just a shortcut - but breaks down if too few people can rank
    • better then to have a discussion inside the ESC, who comes up with a list of important items
    • this informed discussion needs to happen
    • if input from staff, then we require input from ESC too
  • bring intermediate outcome to ESC (Florian)
    • possibly bidding companies too
    • ah great, that makes sense (Thorsten)
  • any ETA from [REDACTED: name of lawyer or law firm] yet? (Thorsten)
    • expect to have some draft this week (Florian)

6. Status Report, Discuss: TDF 2023 Budget Planning (tdf-board, 15 mins)
Reason for privacy: legal & tax topics

Update on budget, new items, continue planning from FOSDEM in-person meeting

  • had a look at the budget spreadsheet in Brussels (Thorsten)
  • current plan: spending of entire donations income on recurring items (Thorsten)
  • sharing screen w/ budget (Florian)
    • explaining
    • must plan in 2.000k€
    • recurring costs ~800k€
  • look at donations and HR spending (Thorsten)
  • last years ~1.200k€ income
    • donations balanced out
    • costs are growing
  • relatively constant income (Thorsten)
    • longer term need to have a look how to allocate funds
    • not generally in favour to spend all income on staff & infra, and leave marketing, conferences and other projects out
    • wasn’t it, that before we had around ~250k - 300k€ on surplus spending?
    • i.e. we need to source other funding
  • need proper risk management (Paolo)
    • have first outcome of the audit
    • be aware of possibly pending risks
  • technical issue w/ budget (Thorsten)
    • can’t put money aside for risk - have to spend all on charitable mission
  • have to be sent to Berlin authorities by end of Aug
  • do the regular budget (Thorsten)
    • and budget all the money on charitable mission
  • planning wrt to pending legal, tax advice, etc. (Florian)
  • suggest to check how budget works out (Florian)
  • evaluate needs of broader activities (Cor)

7. Status Report: Leftover Brussels items (Florian Effenberger, Thorsten Behrens, 5 mins)
Reason for privacy: legal topics

These items are still unaddressed from the FOSDEM meeting:

8. Vote: Next steps legal ToDo items (Paolo Vecchi, 5 mins)
Reason for privacy: legal topics

We have been asked by the MC to act on items that have been known by the board for a long time. What’s the plan?

  • meeting two weeks ago w/ [REDACTED: name of lawyer or law firm] (Thorsten)
    • was [REDACTED: name of lawyer or law firm] approached wrt auditor?
  • should get offer by end of the week (Florian)
  • other items - thinks CoI can only happen on specific decision (Thorsten)
    • problem: to keep people out of discussions (in general)
  • [REDACTED: two lines of sensitive legal topic]
  • general topic (Marina)
    • asking why budget is kind of frozen?
    • why budget? spending for tenders for conflicted members is frozen (Thorsten)
    • this conflict was in the past (budget decision)
  • conflict is still there (Marina)
  • that then needs proper explanation (Thorsten)
  • it is possible to have a different reading (Thorsten)
  • people won’t declare CoI (Florian)
  • there is no general CoI
    • and people leave/don’t vote when there is a clear CoI
    • there is a severe risk to not have a budget and to fail the audit (Florian)

Thorsten leaves at 18:07 UTC / 19:07 Berlin time

  • why difficult to write this down? (Gabriele)
  • legal papers with unanswered q.s (Cor)
    • no legal ground to exclude board members ever
    • pushing out interests causes trouble
    • fighting over that is nonsense
    • Thorsten nor Cor wants this (Cor)
  • no-one is trying to exclude the companies (Marina)
  • no-one is asking to state a general conflict of interest (Marina)
  • reason why speaking about fiduciary duties (Paolo)
    • repeating again and again same arguments
    • need to look at available information
    • 6 lawyers telling us we need to follow regulations
    • still no solution
    • but running the risk of heavy damage
  • excluding people does not mean in a ‘global’ manner (Emilano)
    • only means to be excluded on a specific item
    • foundation is not the community
    • directors have to take care of the foundation
    • people causing issues are not willing to contribute to solution
  • found a common base in Brussels (Gabriele)
    • was convinced it was an agreement
    • either total waste of time or me was in a different meeting
    • have to repeat: can’t see any attempt of generally exclude someone
    • need to find to do legal an right things
    • majority means to gather people with the same thinking
  • board is actively not taking the necessary steps (Florian)
    • e.g. issues not to can do payments
  • elaboration is needed (Paolo)
    • take informed decision is needed
    • kind of blank check last friday’s vote from Thorsten
    • calling Gabor to answer/explain
  • [REDACTED: name of lawyer or law firm] vote ([REDACTED: name of participant])
    • only managed by [REDACTED: name of participant]
    • understanding that is more general
    • discussed in Berlin about that topic
    • me remember that some board members had experience in working with this lawyer
    • then was followed by email exchanges
    • plenty information on that topic
  • wish to bring [REDACTED: name of lawyer or law firm] in (Paolo)
    • wrt to backlog
  • most board members see backlog ([REDACTED: name of participant])
  • backlog list sent to different lawywers (Paolo)
  • different scope wrt backlog ([REDACTED: name of participant])
  • law firm not precisely tasked (Paolo)
    • board has not voted on how to spend 5k€
  • member of the board representing the community ([REDACTED: name of participant])
    • like to use the term of free software activist
    • without Thorsten/Cor is not correct representation of dev part of community
    • we have to follow legal advice
    • with [REDACTED: name of lawyer or law firm] a more balanced view
    • me have to support free software activist working on LO
    • maybe the evil in the details
  • understand correctly that there will be more balanced view with [REDACTED: name of lawyer or law firm]? (Florian)
  • have a look at Thunderbird ([REDACTED: name of participant])
    • fear to go in this bad direction
    • therefore I want support Thorsten
    • [REDACTED: name of individual community member] the person who created LO
    • before was only staroffice
    • now [REDACTED: name of individual community member] is the bad guy
    • problem for the full time devs
    • how to pay them?
    • offending behavior is bad play
    • [REDACTED: name of advisory board member] in the AdvB means representing an important part of devs
    • new lawyer can [REDACTED: name of participant] help to decide
  • you are worried about the current outcome of the lawyers? (Florian)
  • [REDACTED: name of lawyer or law firm] to balance out all that?
  • highly appreciate devs in the community ([REDACTED: name of participant])
    • [REDACTED: sensitive legal statement]
    • dangerous for the board to represent only part of the community
    • [REDACTED: name of lawyer or law firm] perhaps can propose middle ground
    • some mentioned a fork
    • very hard to talk about the details
  • I don’t know if [REDACTED: name of lawyer or law firm] can put more balancing ([REDACTED: name of participant])
  • a bit more of balance can do well ([REDACTED: name of participant])
    • [REDACTED: name of individual community member] last week was giving a advice which was very much filled emotionally
    • worries of crashing
    • going to court e.g. for app store topic
  • worried about not having a budget (Florian)
  • asking for an update wrt to the MC email
  • share thoughts (Gabor)
  • should wait for feedback on the list (Florian)
  • my reasoning was about the backlog wrt to the [REDACTED: name of lawyer or law firm] vote ([REDACTED: name of participant])
  • issues about the vote not providing a scope (Paolo)
    • Thorsten, Cor, Gabor conflicted
    • so should not participate
    • already 6 lawyers said the same thing
    • legal advice told that Thorsten, Cor, Gabor should stay away
  • for me the [REDACTED: name of lawyer or law firm] vote was more about the principle ([REDACTED: name of participant])
  • scope is not defined (Paolo)
    • in the list lot of things Thorsten, Cor, Gabor should not be involved
    • onboarding [REDACTED: name of lawyer or law firm] for what precisely?

9. Discuss: Last minute item(s) (tdf-board, 5 mins)
Rationale: if there is time left, and anything is popping up after sending the agenda

The private meeting ends at 19:06 UTC / 20:06 Berlin time.