[previous private MINUTES] 2023-06-12

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 2023-06-12 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.

2. Vote, Status Report, Discuss: TDF 2023 Budget Planning (tdf-board, 35 mins)

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

Current budget spreadsheet:

  • [REDACTED: board-only link to private budget spreadsheet]

  • have budget draft from a couple of weeks ago (Florian)

    • wrt audit need full budget, icluding all the tenders, ESC projects
    • need to be checked by accountant, normally done by end of april
    • given requirement list from auditor it is needed around july 7 as the hard deadline, incl. all ESC stuff
    • need full budget soon, expected July 7
    • can tweak some things, but overall idea should be clear
    • vote today or via email on some batches of budget
    • eg. recurring costs like infrastructure, salaries, plus a couple of one off approvals like LibOCon, team meeting, few other bits an pieces
    • ultimate goal full budget relatively soon
    • wrt timing accountant off next one and a half weeks
    • then coincidence w Munich team meeting
    • suggestion for today talk about ESC part
    • find understanding of the rest of the budget
    • need full pack for accountant, for annual closing
  • had some email conversation (Thorsten)

    • [REDACTED: sensitive HR statement]
    • back and forth wrt projects we can definitely close
    • how much should be legal budget
  • replied to and factored in what was discussed (Florian)

    • for the tenders where was feedback it is done / will be done, where TDF does not to have spend I removed that
    • marked accordingly in the spreadsheet
    • [REDACTED: twenty lines of sensitive HR statement]
  • then about the 10% of budget as discussed in the public part (Thorsten)

    • 10% stratgic item, my understanding 10% of the tender amount
    • argue whether for full amount or whether for added amount last year
    • need to do that, worth doing, high time, another way to diversify whats project come up there
  • good opportunity for broader community, engage around ideas (Cor)

    • hope it grows gradually
  • q. how much to budget there (Thorsten)

  • given it’s the first time and see how it grows take 10% of the lowest (Cor)

  • already middle of the year, spending full sum comes on top (Florian)

  • let’s get it started (Thorsten)

    • it will take a little while anyway for any vote to settle
    • my instinct would say have it for members; tax implications?
  • gut feeling don’t think it’s a problem (Florian)

    • taking part in the decision is not the problem
    • 150-200k for new projects; so could go with 20-25k
    • maybe 20k to low, 25k sounds proper
  • catches number of birds with one stone (Thorsten)

    • including this perhaps having smaller projects there than that having individual contributers earning a little bit of money beside
  • just added 25k, see the maths (Florian)

  • budget for smaller projects (Paolo)

    • limit to a certain sum per project, 2k? 5k?
  • have bug bounty thing (Thorsten)

    • [REDACTED: statement about one potentially paid contributor]
    • actual setup for that do it iteratively and downstream
    • in collaboration w community and interested people as long as we budget for that today
    • idea: have 5, 10 candidate projects, taking the most voted 10 issues and tehn put them out for bidders
    • like the bug bounty works
    • either “I would do this if there is sufficient money” or eg 1k euro in the bank and “someone agrees doing it for that [given] amount of money”
    • can do both
    • possibly combine bug bounty with TDF matching the sum eg. from that amount
  • TDF is only matching the amount (Paolo)

    • list of bugs or coming up w new bugs and evaluate them separately
    • have to find the rules, not today but important to find the rules
  • idea was, let’s say, give every member a virtual dollar one can put on a bugzilla bug (Thorsten)

    • already existing functionality voting mechanism
    • next step how to allocate money relative to that and how to pick bidders for that
  • really like the transparency here (Paolo)

  • so all ok w the 25k then? (Thorsten)

  • spreadsheet updated (Florian)

  • discussion about how much to budget for legal (Thorsten)

  • and for what especially (Paolo)

    • plenty to budget for
    • probably 30k will be easily used for current lawyers that we have to fix eventual legal issues related to the current situation
  • read between the lines concerns from Florian (Thorsten)

  • [REDACTED: eight lines of sensitive legal discussion]

  • my comment was in relation to what was said in the last meeting (Paolo)

    • leaving alone the name of some lawyers that should not be used
    • huge amounts dedicated to legal issues
    • we know that we are going to have more costs surely from the foundation POV
    • and we have the expert as soon as taking the money for it
    • surely probably for the tendering
    • recommandation from the other lawyer
    • is a 30k to be put in there
    • will see what type of lawyer we will need
    • let’s not duell on this discussion now
  • any objections to budget 30K for the moment and then let’s see what comes up over the year? (Thorsten)

    • ok, seems no objections
  • then suddenly, back to overview, we have 8.8k more to spend (Thorsten)

    • we can overspend, maybe even should, must not underspend
  • spend on conference, travel cost if no better idea (Florian)

  • if we really don’t know where to spend (Thorsten)

    • it can be put on Outreachy or put more on that 10% project budget
    • add it to tender projects
    • for conference I don’t know or invite more people
    • historically challenge was not that we haven’t the money but actually finding people to come and then advancing the money for some flights
  • will help more people to come (Paolo)

  • Outreachy is exactly ~8k (Florian)

    • one student planned, if 2nd one that means even find someone to mentor them
  • that’s always the challenge (Thorsten)

    • challenge finding students to apply w right skills
    • Outreachy really serves this diversity and underrepresented not just people but also regions quite well
    • so, either that or conference travel would be my suggestion
  • prefer Outreachy, taxwise no big difference (Florian)

  • historically in the end often had budget for travel (Thorsten)

    • but was not used because of people not willing to come
    • Outreachy deadline in july
  • +1 Outreachy (Gabor)

  • +1 [Bucharest] conference (Gabriel)

  • consensus for Outreachy (Emiliano)

  • possible to increase budget if needed for conference (Thorsten)

  • fine by me (Gabriel)

    • saw increased budget for the conference
  • let’s bump Outreachy (Thorsten)

  • would double check the numbers before accountant is back (Florian)

    • I’d say we have less or more covered everything
    • missed the tendering block, at least we have an idea what we have at hand
  • for the tendering block, how I understood at least, the [REDACTED: name of lawyer or law firm]'s process proposal (Thorsten)

    • vote collectively on that amount?
    • and the actual projects then decided downstream from what comes from the ESC from the nonbidder members of the board
  • you are correct if the board does not change the ranking (Florian)

  • straw poll then? (Thorsten)

    • double check needed, also like with the tender process there
    • given the tender process is not approved yet we can’t have final budget anyway
    • as a straw poll for everyone in the room fine with that outline of the budget?
    • is not a formal vote, but quick show of hand if you are ok with that
  • in relation to the overall budget excluding the actual line items of the projects. Is that correct? (Paolo)

    • before we can actually officially approve the budget without the line items of the projects
  • the line items the full board can not decide (Thorsten)

    • my understanding that the amount as of now 901k euro would be the budget available and what put in the budget is the prerogative of the non bidding affiliated directors
  • so, the vote is on that part of the budget? (Paolo)

  • no vote, there is straw poll if overall budget, allocation of money to the big picture, eg. Outreachy, salaries, etc. is fine with everyone (Thorsten)

    • then fine tuning for Florian w tax advice, final review, etc.
    • formal voting of that probably in july or end of june
  • percentage of budget not going to tenders on the total? (Emiliano)

  • two ways to answer the question (Thorsten)

    • 1# like total budget ~2 million including reserves from like two years ago tender projects
    • 2# how much of last year’s donation income are we adding on top of already reserved budget for the tendering. That’s a much smaller percentage.
    • there is a little bit of disolving and recreation of tenders probably ongoing
  • fine with the rough estimation (Emiliano)

  • 650k euro potential projects (Paolo)

    • for the total budget need to be careful wrt ‘surprising’ costs
    • sth coming up from the lawyers
    • good to be cautious
    • saying that I agree on the preliminary budget
  • I have to take it back, so actually left january 1st is 580 k, so you are right there, Paolo - it is a bit less than 600k (Thorsten)

    • so from the 2 million about 580k then to be budgeted for projects, but not just tenders, is also like carbon compensation and other bits
  • answers my question (Emiliano)

  • had hands raised from everyone except Emiliano and Paolo, but I hear your ok with that as well (Thorsten)

    • so, that is unanimous
    • AI: go for Florian to finalize budget and double check the numbers
    • of course make progress on finalizing the actual tender process there
    • goal is to have it sent to the accountant when he is back (Florian)
    • no big issues, same skeleton
    • week after 26 June to finish budget
  • concludes item no 2 (Thorsten)

3. Discuss: Handling of ESC projects (Paolo Vecchi, 10 mins)

Below is a suggestion, please read & then worth discussing this during the call:

As the ESC hasn’t yet approved, implemented and published the new tendering process rules TDF’s team should evaluate the items and rank them without being influenced by members of the ESC affiliated with potential bidders. In the meantime the board should also approve the same rules, which includes the respect of [REDACTED: name of lawyer or law firm]'s first opinion on CoIs and TDF’s staff protection, and proceed with the ranking by non conflicted members of the board.

  • Paolo had some suggestions there (Thorsten)
  • following what’s going on actually we can only wait (Paolo)
    • seen a proposal for changes to [REDACTED: name of lawyer or law firm]'s tendering document suddenly today has appeared which hasn’t been discussed AFAIK (Paolo)
    • [REDACTED: name of lawyer or law firm] proposal
  • I wrote last week (Cor)
    • Laszlo took it up to finalize and put in a mail
    • we have to look at the calendar
    • on the other hand some means to go forward
    • given the input it’s always good to look at it
    • therefor we have shared the get out comments
    • see what [REDACTED: name of lawyer or law firm] comes up with
  • seen the document but not seen comments on board’s ml (Paolo)
    • wondering who actually participated to comments
  • it’s part from things that were on board-discuss (Cor)
    • and it’s part what’s evolved in the ESC
    • we talked to people who gave comments in the ESC too
    • obviously that you can’t think of names and may be there are more or less
    • mostly useful to look at the merits of the whole document and how consistent it is and how it is going to help us
  • good idea to have [REDACTED: name of lawyer or law firm] look at it in its entirety (Thorsten)
    • there was already on ESC bits that I published about the answer of [REDACTED: name of lawyer or law firm]
    • I suspect some amount of cleaning up and clarification
    • should be uncontroversial
  • I have added some things to the proposal too (Laszlo)
    • but I didn’t share my ideas, some crazy ideas related to giving some randomness to the process
    • was invited last year to ESC, highly appreciated the invitation
    • but lack of time for this weekly thing
    • but now I tried to my best to add my ideas to the proposal too
    • and asking opinions about too
  • have not checked yet what is in the document (Thorsten)
  • finally coming some opinions from other board members being silent for so long times (Paolo)
    • would be nice having actually such comments sharing with the board
  • that’s out of line, Paolo (Thorsten)
    • there has been quite some input in particular from [REDACTED: name of individual board member]
  • good to see shared comments in the mailing list (Paolo)
  • second it, was kind of swamped with private stuff an day job (Torsten)
    • so, appreciated, Laszlo
  • I expressed my opinion (Paolo)
    • board member and member of MC probably expressed their opinions
    • not much more to be discussed here

4. Discuss: Review legal budget (Paolo Vecchi, 5 mins)

Given previous board decisions, the below might be controversial. Please read, and then we discuss in the call.

Remove from budget €30K + €5K for [REDACTED: name of lawyer or law firm] as the decision is clearly tainted by CoI as confirmed during a board call and confirmed by [REDACTED: name of single board member] which considers the work done by 6 lawyers as “false allegations to allow to use it against our contributors”. Revoke the decision to contract [REDACTED: name of lawyer or law firm] and send a confirmation that the contract is now cancelled. Reassign the budget to [REDACTED: name of lawyer or law firm] and [REDACTED: name of lawyer or law firm] to deal with items that are where the rationale and the purpose is well described and has been evaluated at least by board and MC. The proposal should be also published on board discuss for feedback before being voted on in case the vote affects RoP and community.

  • skipped

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

  • no

The private meeting ends at 17:09 UTC / 19:09 Berlin time.