[previous private MINUTES] 2023-03-20

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 2023-03-20 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.

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

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

  • [REDACTED: sensive hiring information]

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

Next steps (still open 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
  • we’re still waiting for input from [REDACTED: name of lawyer or law firm] (Thorsten)
    • some input & questions provided by Cor
  • this is on a critical path, any ETA? (Thorsten)
    • we need to give ESC some time, should there be changes
  • any CoI here? (Paolo)
  • got an email on that (Cor)

6. Status Report, Discuss: Next steps legal ToDo items (Paolo Vecchi, 20 mins)

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?

The MC asked also for updates on the actions taken but nothing has been reported back.

Some progress in the last call, some items still unhandled

  • from the MC list, there are some nobrainers on that list (Thorsten)
    • lets go over those
  • should have got statements (Marina)
    • next step find out requirements
    • need to be in touch w/ auditor
  • asks all involved to collaborate for the better of TDF (Thorsten)
    • was there impression board was holding back? (Thorsten)
    • indeed (Marina)
  • was stated some is missing? (Cor)
  • took a while for the board to come around (Thorsten)
    • again asking to work together
    • certainly not asking the MC to jump
  • obvious sharing things the MC needs (Paolo)
  • two weeks ago someone had action item to inform the MC (Uwe)
    • conclusion nothing happened?
  • hope we will give information soon (Cor)
    • but please write to the whole MC

Uwe leaves at 17:42 / 18:42

  • sth needs discussing, there are some no brainers (Emiliano)
    • board didn’t move at all at the moment
  • I disagree (Thorsten)
  • several items from the MC list done (Thorsten)
    • first item: now with the MC
    • question mark wrt to ongoing CoI (second item)
    • most of the board seem not to agree with [REDACTED: name of lawyer or law firm]'s statement ‘this is all clear’)
  • who of the board? (Paolo)
    • seems only to be Thorsten and Cor
  • #3 (Thorsten)
    • disagrees with the statement, not actually what legal advise says
    • but of course agree budget must be valid
  • #4 already agreed two weeks ago, Florian on it (Thorsten)
  • #4 working on that w. [REDACTED: name of lawyer or law firm] (Florian)
  • #5 (Thorsten)
  • #6 is related, have to figure out how to move this forward - ideally amicably
  • #7 needs solving, but there’s several ways, and this is touching other areas (Thorsten)
    • e.g. also touches topic of archival, much wider than just email
    • several ways forward, e.g. per contractual obligations
    • or external service providers
    • or audit logs
    • or separate systems, with separate groups for admin access
    • worth sitting down with admin-y people like Emiliano and Florian, to ponder options
    • you do not need admin access to infrastructure (Paolo)
      • that is not what the statements say (Thorsten)
    • conflicted member of the board should not have admin access as stated in [REDACTED: name of lawyer or law firm]'s document (Paolo)
    • no, the problem is admin access to confidential information (Thorsten)
  • #8 this is in-progress, c.f. Cor’s motion (Thorsten)
  • #9 is an odd request (Thorsten)
    • no-brainer to approve a final document
    • but of course whatever comes down, needs to be reviewed first, and might need several iterations
  • please update announcement (Marina)
    • only re-reading the list
    • perceived like a joke
    • no substantial progress
  • spreadsheet from Brussels (Thorsten)
    • clear statement for the future
  • CoI lasting longer than a month (Marina)
    • lawyer saying different wrt to Thorsten’s perception
  • people should stop asking for the moon & every email read immediately (Thorsten)
  • spending time to discuss about moving to discourse (Marina)
    • but no time given about this over weeks and months lasting
  • give a real deadline (Marina)
  • focus on non contentious items (Thorsten)
  • derailing for a very long time (Paolo)
  • first have to read it (Thorsten)
  • will take the time tonite to read it (Cor)
    • have to leave soon, Thorsten too
    • I’ve partially replied
  • still keep ignoring (Paolo)
  • serious concerns (Cor)
  • what is this arm twisting? can people perhaps try explaining for once? (Thorsten)
  • [REDACTED: name of lawyer or law firm] was not correctly informed (Cor)
  • several of the items listed as urgent are not blocking the current budget (Thorsten)
  • have pending payments (Marina)
    • auditor will ask what is going on here
  • what is blocking this? (Thorsten)
  • you are in charge (Marina)
  • why you are always coming with the same derailing (Paolo)
  • item 5 and 6, vote on getting parties at the table
  • [REDACTED: sensitive legal statement]
  • you pushing for an outcome (Paolo)
    • chairperson as conflicted part should not participate
  • discussion happened on the directors list (Cor)
    • Florian is allowed to speak freely
    • now I’m a bit confused - Florian said he’s fine with the proposal?
    • people jumping from topics to topics
  • Florian, if not ok - what needs to be changed? (Thorsten)
  • one can not take part if conflicted (Florian)
  • the part of ‘info on budget’ is e.g. referring to how much Collabora paid already (Thorsten)
    • people should realize what happens with lawyers writing letters
    • there should be a serious attempt at coming to an amicable solution
    • people will not happily compromise at gun point
    • the point is that people can take part in their respective corporate roles
  • clear that we need a proper vote with non conflicted directors (Florian)
  • good, then lets move it to an email vote (Thorsten)
  • AI Florian run the vote, tweak text & ask questions if something is not right:

Cor pasted:

  • Resolution for working on solving issues around TM-use
    • since it will be helpful for handling the process of resolving the situation and questions around the TM use as fast and smooth as possible to have all parties involved early in the process as much as possible, before proceeding with any actions;
      Decides:
    • that the ED starts working asap to get all relevant people in a room with the goal to share information and views;
    • that it is expected that the ED will be there serving factual information from TDF;
    • that the ED is of course allowed to speak freely in the meeting.

Cor leaves at 18:14 / 19:14

  • when will we finally get an answer (Marina)
  • are the board minutes an answer? (Thorsten)
  • will know when I see it (Marina)
    • please ask immediately if something is missing (Thorsten)
  • [REDACTED: name of lawyer or law firm] is a very sad story (Paolo)
  • vote will go public soon
  • rationale behind the vote? (Marina)
  • engagement letter is signed (Thorsten)
    • next step is to define what needs doing
  • there was no problem (Thorsten)
    • vote passed, and the attempt to cancel failed
  • sharing contract with us? (Paolo)
  • I can upload (Florian)
    • please also share the [REDACTED: name of lawyer or law firm] and [REDACTED: name of lawyer or law firm] contracts, so we can compare (Thorsten)
  • Marina asks also for the contract (Emiliano)

7. Status Report, Discuss: TDF 2023 Budget Planning (tdf-board, 5 mins)
Update on budget, new items, continue planning from FOSDEM in-person meeting

Current budget spreadsheet:

  • [REDACTED: board-only link to confidential budget numbers]
  • item skipped

8. Status Report: Leftover Brussels items (Florian Effenberger, Thorsten Behrens, 5 mins)

These items are still unaddressed from the FOSDEM meeting:

  • Status update bank verifications and closing of accounts
    • Cor is looking into these
  • [REDACTED: three lines of sensitive legal topic]
  • corporate tax declaration 2019-2021
    • work in progress, Florian to setup call with tax advise and [REDACTED: name of lawyer or law firm]
  • item skipped
  1. Discuss: Last minute item(s) (tdf-board, 5 mins)
    Rationale: if there is time left, and anything is popping up after
    sending the agenda
  • item skipped

The private meeting ends at 18:21 UTC / 19:21 Berlin time.