[previous private MINUTES] 2023-07-31 word protocol

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 2023-07-31 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.

Due to the controversy in the meeting, I made the following word protocol based on the recording, which has been shared as draft with the participants on August 7, 2023.

Discourse has a limit on message size, so the minutes are split in two parts. What follows is part ONE out of THREE.

Participants (in the beginning)

Board - Cor, Thorsten, Laszlo, Gabriel
Team - Florian, Stephan
Membership Committee - Gabriele, Marina

  • Florian starts recording at approximately 18:02
  • no regrets from Emiliano or Ayhan, Gabor to arrive shortly
  • don’t expect Ayhan to show up today (Cor)
  • Gabriel to represent Ayhan? (Thorsten)
  • yes (Gabriel)
  • status of last week’s minutes? (Thorsten)
  • reviewed on Saturday, didn’t went through completely, some minutes of the call missing still (Stephan)
  • sent to Stephan only on Thursday, later than planned, blocked with other stuff (Florian)
  • May 29 good to go? (Thorsten)
  • June 12 and May 29 missing, Cor had feedback IIRC on June 12, May 29 further edits were asked, but nothing concrete (Florian)
  • good to go from my POV, you Thorsten were concerned and wanted to have it reviewed
  • chatted about this in Budapest, good to go (Thorsten)
  • June 12, any concerns Cor?
  • really don’t know from top of my head, finds process tedious, need to look it up, will make a note (Cor)

AI Cor: look into June 12 minutes

  • misses last week’s meeting minutes
  • May 29, nobody speaking up until tomorrow noon, send it out Stephan (Thorsten)

AI Stephan: send out May 29 minutes by tomorrow unless someone speaks out

  • some May 29 questions seem not to be reflected in the minutes, don’t know what to do (Stephan)
  • unless you hear something else, consider it done - nobody speaking up by tomorrow noon, consider it done (Thorsten)
  • minutes seem not complete (Stephan)
  • don’t remember who said not complete (Cor)
  • me neither - nobody speaking up by tomorrow noon, please send minutes of 29 out

06m30s in the call - Gabor joins

  • auditor is waiting for these as well (Thorsten)
  • sent auditor minutes as they were in the folder, was a deadline (Florian)
  • missing bits and pieces, better to not miss minutes
  • even more reason to get over with (Thorsten)
  • any interest to declare? (Thorsten)
  • I declare an interest for the budget, obviously
  • of course, the same for me (Gabor)
  • yes (Cor)
  • Quorum: 4 present, 1 represented, 5 out of 7, quorum achieved (Thorsten)
  • only one but super urgent item today, progress with the budget
  • some back and forth, some public, some private
  • Florian, want to summarize? Can do so too
  • hard to say, opinions seem to differ a lot (Florian)
  • give yours (Thorsten)
  • summary from [REDACTED: name of lawyer or law firm]'s e-mails: ESC process, given how we went there and given the time etc. does not work anymore (Florian)
  • now only up to the board to handle the full budget - with ESC ranking or not
  • [REDACTED: name of lawyer or law firm] explained does not shield the board anymore
  • couple of preconditions: four votes, conflict declaration - for the board then to vote on the budget as per the tendering process dated June 28
  • opinions on that seem to differ
  • bigger picture, translating where we are (Thorsten)
  • ESC process idea was to shield board from any undue influence
  • any selection, decision making that downstream would potentially benefit any ecosystem companies would happen outside the board
  • all process overhead we see is to make sure this is the case
  • no influene on staff members to vote this way or the other
  • actual decision making in ESC is not attended by any of bidding companies or their associates
  • combined with realization that lots of technical expertise and lots of core developers employed at ecosystem committees
  • therefore first step with select committee where technical input and technical decisions are committed, which is desirable
  • keep some balance there so there’s no way that 20 ecosystem members vote out one individual
  • requirement that select meeting attended by majority of non-affiliated ESC members
  • some back and forth, some delays, some discussions, some goodwill, two attempts to run properly
  • both attempts did not pass muster
  • end result in opinion of [REDACTED: name of lawyer or law firm] that with current state of ESC decision board would not be shielded
  • desired outcome so full board can vote without running into conflict of interest problem is not the case
  • outcome is that last Monday we had veto situation where Paolo and Emiliano vetoed the budget proposal
  • Emiliano at least implying he would use deputy chairperson role to block that
  • couldn’t decide last week, could have vote as the full board
  • would have meant we would be violating ecosystem participation rule in ESC process and very likely TDF would not be able to tender that to any of the ecosystem companies
  • not a very desirable outcome
  • then some consultations with [REDACTED: name of lawyer or law firm], some back and forth
  • at least some people on the board don’t quite understand what’s the problem with the current voted in version of the ESC proposal
  • trying to get to the bottom of what is ACTUALLY needed here
  • from what [REDACTED: name of lawyer or law firm] proposed my reading is some things are quite mandatory
  • hard to dispute that ecosystem affiliated people should not vote on this budget
  • other question is what is ACTUALLY required prior to having a budget
  • [REDACTED: name of lawyer or law firm] was quite flexible with things being done before the actual tendering starts, but not before the budget is voted in
  • then changing his mind mid-way
  • bit of discussion
  • next unfortunate situation is [REDACTED: name of lawyer or law firm] is not available right now, has some urgent business himself, and going on vacation effectively tonight
  • essentially settled with some answers that were written in a rush or some people on the board felt there was some really quite important input missing
  • meanwhile Paolo sent some votes, as far as I can tell all expired, without quorum
  • some consensus that problem with staff and fact apparently someone is under impression there would be direct influence on staff by ecosystem companies, which would affect the tendering
  • that led to another ongoing vote to change that - don’t have oversight rules anymore, but working groups or committees that deal with certain matters
  • committee we are currently voting on consists of Laszlo and Gabriel, thanks to both for stepping up
  • should resolve that problem that there is no direct ecosystem person with direct oversight situation for Florian
  • 2.: ESC process seems moot at the moment, there is no ESC process we can run, and not gonna use it anyways
  • my proposal there would be to wait for [REDACTED: name of lawyer or law firm] to be available again and get to the bottom of that
  • proceed with the budget
  • 3.: whistleblower setup, if there is anything happening, independent person where people can go to, be it ESC members, be it staff members, and report anything that is not ok
  • 4.: staff policy, intersects with quite a lot of things we’re talking about, quite premature to mandate anything, that will need time to write this way or the other
  • suggestion from [REDACTED: name of lawyer or law firm] was to vote we want that, certainly something I could support
  • happy if other directors chime in and either correct or amend
  • can you say again names of directors who should be in new oversight area for staff? (Marina)
  • no longer oversight (missing attribution)
  • then call it committee (Marina)
  • oversight never worked really great, remember when you were on the board was sometimes like pulling teeth (Thorsten)
  • asking for the names, not how you want to call the group (Marina)
  • can you repeat the names, maybe didn’t get them right
  • Gabriel and Laszlo (Laszlo)
  • not a finished thing, it’s during vote
  • if those two are members in this committee, why not also Paolo and Emiliano? don’t think they are conflicted (Marina)
  • very good reason not to have Paolo, entire rest of the board doesn’t trust Paolo to handle that appropriately (Thorsten)
  • can certainly discuss further tweaks to that
  • what about Emiliano? (Marina)
  • not correct, not the entire rest - Paolo and Emiliano team up, that’s correct (Cor)
  • entire rest of the board has very good reasons spelled out to not trust Paolo in these matters
  • don’t understand why Emiliano is out, but waiting for result of vote I didn’t see before (Marina)
  • just between you and me - certainly can discuss details and perhaps extending that working group (Thorsten)
  • one very clear opinion, and one very obvious conflict of interest from the side of Paolo
  • if you look at what’s happening the last weeks, the votes he is pushing, the things he wants to have reverted, it’s clear he wants to be, and he used the power in that role, and as such it’s fair decision from the board to say “Paolo, no, thank you” (Thorsten)
  • everything else something we can certainly discuss downstream from here
  • for today, discussion should be about budget
  • interested too in this discussion, if you are willing to have private discussion give me a hint (Gabriele)
  • indeed can understand your explanation for Paolo, but you didn’t explain why Emiliano is out anyways
  • there must be a reaason for him as well
  • for the moment what we need is to make progress (Thorsten)
  • was a clear push for two people
  • was not flying for the rest of the board
  • any downstream decision is something we can certainly discuss when it comes to Emiliano
  • should be something we should maybe do with Emiliano in the room
  • was what I wanted to suggest, something to discuss with Emiliano, otherwise this will not work (Cor)
  • I like Emiliano, everybody knows that (Thorsten)
  • but then things with the same objectionable behaivour Paolo was showing, but… anyways, let’s not rat-hole on this
  • vote is still ongoing, so not clear what’s the result of that, kind of fight over the bear before it’s killed
  • conclude summary - anyone wants to ask or add something?
  • I am not aware [REDACTED: name of lawyer or law firm] changed his mind or opinion (Florian)
  • I am not aware he said certain things could be done later
  • my understanding from various emails received that the four votes, and I think the COI confirmation, are mandatory as prerequisite before voting on budget
  • yes, I agree (Thorsten)
  • was kind of story before that
  • has a long history, what you briefly mentioned Thorsten, spent half a night in fiddling out all the details, disucssion about ESC ranking procedure that is voted by the board (Cor)
  • lots of noise in public
  • if you look at every mail around that topic that [REDACTED: name of lawyer or law firm] did send
  • he was asked for “What’s the problem here, why this, why that” etc.
  • never been mentioned any problem with the content of that procedure etc.
  • things I also mentioned think in board-discuss or internal, what has been added, the few things, it’s really adding protectin to staff in an essential procedure
  • yesterday night looked at some very e-mail from [REDACTED: name of lawyer or law firm], his first statement from Febuary or January 25
  • also from there it’s clear staff protection around ESC ranking procedure, what is the essential part
  • having that mentioned as an additional thing in the ranking procedure, really don’t get what the problem is thee
  • you see as director, if there are clear arguments, it’s a thing I can consider
  • if there are not even clear arguments, what advice do I have to work with
  • one of the things that makes situation as it is
  • don’t have all the e-mails the board received, of course (Marina)
  • what has been shared with MC sounds different
  • [REDACTED: name of lawyer or law firm] has clear problems with current way to rank and vote
  • issues are listed, what should be done is listed
  • I can’t understand why those things are ignored
  • since you don’t have the e-mails maybe? what has been shared with the MC? (Cor)
  • list of things that should be done?
  • who shared it, when and why? (Cor)
  • think [REDACTED: name of lawyer or law firm] was copying MC there (Thorsten)
  • bottom line is, things we are facing since last week
  • not enough information for the board to really say it’s this way or that way
  • my reading, and others share that interpretation, that the changes that were done on the process are actually tightening and providing more protection
  • in particular, Paolo very strongly wants himself to be in a position to have the mostly exclusive staff oversight role
  • combine that with his absolutely violent opposition to have a rule in the ESC process that there should be no influence in the board and from TDF management who is then influenced by the board, on the ranking and the voting, that makes that very very ominous
  • combine that with the fact that he has been found to have private interest in LibreOffice Online, and he has been very vocal we should hire developers and do something there - that to me is real conflict of interest
  • unclear to me what parts of that have been assessed and looked at by [REDACTED: name of lawyer or law firm] and what’s the actual reason we must go back to the original version, doesn’t make sense
  • what doesn’t make sense at all is the fact that we don’t need it for this budget, there is consensus and noone disputes that, we’re not using the ESC process anyways
  • overall if you look at this, it’s mostly headscratching what’s going on
  • sadly [REDACTED: name of lawyer or law firm] was really not available
  • now saddled with situation where we need the budget like two weeks ago
  • from votes ongoing, some of them would have been even found board majority, if properly and consensually drafted and then send out, instead of doing usual “just shoot first and then hope for the best”
  • like to slowly turn meeting over to actually discussing what to do with the budget
  • even more confused - mentioned in set of issues that Paolo has a conflict on Online that has been proofed (Marina)
  • where is this conflict? Any message about that?
  • I don’t get which is the connection now with Online and the budget, considering Online is not a project at TDF, but is at Collabora
  • struggling in understanding the connection between Online, the conflict Paolo is supposed to have and the issue with the current budget
  • can we take that part of the discussion offline then? (Thorsten)
  • wouldn’t be the first time - and there’s a board decision by the way on the fact that there is a private interest from Paolo in LibreOffice Online
  • coordination of things is ominous where he opposes certain things that doesn’t fit the bill
  • usually Paolo is very much in favor of staff protection and then violently advocates for something else at all cost, which is being in a position of staff oversight
  • that’s one of the clear indications if you look at the COI policy that you wrote
  • can you proof there is a conflict, or are you speculating? (Marina)
  • which is the connection between Online and the current budget?
  • let’s take this discussion offline, it doesn’t matter for this call (Thorsten)
  • it matters (Marina)
  • you are saying we are wasting time and that [REDACTED: name of lawyer or law firm] is not available and I can’t remember the list of blockers you mentioned
  • in the list of blockers you put that Paolo is in conflict and Online…
  • what I say is that it’s completely unexplicable what is the problem with the currently voted on ESC process (Thorsten)
  • [REDACTED: name of lawyer or law firm] wouldn’t tell us
  • as long as there is no explanation it is extremely ominous, the sequence of events that Paolo is showing
  • there has not been any formal decision on that
  • there has been a formal decision on the private decision that happened last year
  • all in all this was an explanation for the earlier question why it’s so problematic to have Paolo in the staff oversight role
  • we are talking about the budget, you are jumping from buget to staff and again (Marina)
  • saddled with a situation - Florian, correct me if I’m wrong - where we need the budget since Friday last week (Thorsten)
  • that is correct (Florian)
  • what other options do you see? (Thorsten)
  • one thing that was crossing my mind: any budget that the board votes on can probably be considered preliminary until and unless the auditor has looked at it and said that’s fine
  • is there a way to decide on a preliminary budget or provisional budget? or is what we need, or what you need, the final budget, and then we can change it if it’s not fine
  • I need a final budget (Florian)
  • the auditor was rather clear it doesn’t make sense to start auditing as long as the numbers are not final
  • plus the accountant needs the confirmation this is actually what the board voted on to produce his document, which is the basis for auditor to start working
  • the auditor from me basically needs what would be normally sent to Berlin
  • like, this is the budget the board has voted on, we are fine, we can file it with the usual vote on that, instead of sending it to Berlin I am sending it to her
  • must be approved, there is no way with preliminary and draft
  • she starts the audit based on that and obviously if things could change from the board’s initiative and not from her advice or objection, that wouldn’t fly
  • bear in mind that we could change it still, is this a correct assumption still? until the auditor has sent it to Berlin… do we send it to Berlin? who’s the one passing it on? (Thorsten)
  • I’m not 100% my, my assumption (explicitly as assumption), the auditor does the audit, will send the result directly to Berlin, without informing us before (unknown attribution)
  • I think the result would be sent NOT to the board, but to the MC as well
  • the auditor directly would send to Berlin - my understanding is the auditor would say this is good/this is fine/this is not fine
  • I’m not sure if they would say you should tweak the budget, should change this and that, so it’s fine
  • I think they will simply work based on the result
  • bit like a tax office, you file the taxes, they tell you you did it right or you did it wrong
  • am not positively aware that there is any feedback or any hint what we should change
  • bit like a bring the car to the annual inspection
  • they tell you this is fucked up, fix it, not my problem how you do it, but my verdict now the car can’t drive anymore
  • think it would work like that
  • actually good practice if there’s smaller things that can be fixed to announce that (Thorsten)
  • of course the lesser time there is, the more problematic it gets (unknown attribution)
  • possibly, don’t positively now, but not first thing I wanted to ask when we sent her only parts of the document, not positively aware - shared my assumption
  • didn’t want to open the topic straight away “can we fix the mess before it goes to Berlin?”
  • not something you should bank on, feedback I was getting, that Uwe was having there (Thorsten)
  • can only act on what we know today - today you need a budget, and a final one, so we need to vote

Discourse has a limit on message size, so the minutes are split in two parts. What follows is part TWO out of THREE.

38m06s in the call - Emiliano joins

  • what the auditor has in the meantime, reason why I sent vote tally today (Florian)
  • activity report, something part of the auditor
  • we sort of split approval of annual report into past year, closing of accounts so to speak - and budget/reserves
  • she has first part that was uncontroversial as well
  • slight comment from Emiliano and Paolo about should there changes be necessary they would be done
  • per se that vote was valid as well - she has that now
  • she does NOT have the budget and actually the reserve building
  • I would need a budget vote, one that is actually valid to send it to her
  • personally at the moment I’m concerned about the validity of the vote
  • we need a budget that is approved that can be sent to the auditor because obviously the majority of her investigation are the financials
  • easy answer on validity, if formal requirement for a vote are fulfilled the decision is valid (Thorsten)
  • it is tentatively invalid if somebody find violations of procedures these
  • the actual validity has to be determined by some outside entity, e.g. the auditor or some court, which we hope will not be necessary
  • as such as long as there is a valid board vote there is a valid budget, my readinng
  • question about risk associated with that is a different one
  • guess where we are now there’s risk almost everywhere
  • fact that we’re not tendering anything before all requiremens from [REDACTED: name of lawyer or law firm] are fulfilled is a manageable risk
  • on particular the fact that there is no time to figure things out
  • would have been great if [REDACTED: name of lawyer or law firm] would have been available
  • we have budget proposal that has also been posted on board-discuss from Florian, has some tweaks (exactly one) from ESC ranking that was done by the board
  • would be slightly, but just slightly less risky, because we could possibly say we did do the ESC process and it was probably 95% fine, to take what came there from the ESC
  • or we say we have to assume the risk anyways as full board, so let’s get over with and do the sensible thing, which is like fill up the remaining budget
  • was some ODF four positions down we moved up in the ranking
  • the proposal that in the end I sent was the budget in the ranking as per the ESC, but next tender (don’t remember which and the sum) would have exceeded the budget, probably 40-50k, by a larger sum (Florian)
  • so for the math of it, some ODF tender nearly worth the sum open was proposed to be higher in the ranking to end the budget with a zero, to my knowledge only change made indeed
  • any opinion in terms of risk assessment, anyone? (Thorsten)
  • whether we have it that way or the other doesn’t change things much based on how I understand [REDACTED: name of lawyer or law firm]'s statements (Florian)
  • ESC ranking is off for this year anyways
  • cannot rely on ESC procedure and say we followed that one
  • so not sure if there’s a big difference - looking at [REDACTED: name of lawyer or law firm]'s mails and what he says about that, we have a problem in any case
  • this is all judgement calls (Thorsten)
  • idea we’re save in one way and dead in the other, is just not accurate
  • if we vote as board with potentially conflicting members abstaining, we’re essentially there what we should have done last year, as requested
  • any take on relative risks, Emiliano?
  • [REDACTED: sensitive legal statement] (Emiliano)
  • there was a statement that said we had potential issues which are going to turn around very real at the moment that a budget that is not - how can I say - removed of potential conflicts of interests and being followed the arm’s length principle, that would be quite - let’s say, how can I say that - [REDACTED: sensitive legal statement]
  • to be honest, risking on voting on something that would be deemed as not following those two principles would be very detrimental for TDF
  • the point is not on risk - we risked back then when we are maybe 10 years on in the same situation
  • [REDACTED: sensitive legal statement] (Emiliano)
  • we needed to act and to move things before approving the next budget
  • let me also remember that the last budget would have got confirmation without members of the board that were deemed as conflicted, to be working on
  • as such, it’s not only this budget that is making an issue, but also the previous one
  • I think the last budget was completely unavoidable (Thorsten)
  • I don’t want to open that can of worms here
  • point is not how much or how low we can lower the risk by passing this vote (Emiliano)
  • we are in a pile of manure
  • I think that’s an opinion and not necessarily the fact (Thorsten)
  • what Florian pasted in the chat is that whether TDF has taken sufficient steps to steer away from its past shortcomings
  • in his view was not enough
  • it’s a judgement call
  • it’s not about whether this is valid or not
  • this is whether we took action to show someone outside we took sufficient initiative
  • whether that happens today, or tomorrow, or next week when [REDACTED: name of lawyer or law firm] is back I think fundamentally does not matter
  • I think what matters today is that we get a budget that we can pass on to the auditor
  • if we don’t do that we are violating the charitable law just the same
  • because we have to spend the money timely, which means next year, which means now
  • I’m not saying [REDACTED: name of lawyer or law firm] is wrong
  • if you look at the letter of what he says, of course he’s right
  • we need to show that we understood the message and we are working on, improving that, and it’s not gonna happen again
  • except we didn’t understand (Emiliano)
  • this is just playing games and trying to create pressure (Thorsten)
  • it’s not playing games (Emiliano)
  • it’s from the 2nd of May 2022 that we know the situation is this one
  • there’s a fundamental ignorance of the fact that some of the directors inside this board have a conflict of interest
  • there’s no fundamental ignorance, I just dispute that, this is just bullshit, I call bullshit to that (Thorsten)
  • there was no one disputing that we have to change things as of May last year
  • and then when there is something to change no one moved a finger, that’s it, that’s the reality (Emiliano)
  • if you look where we are and then claim that no one moved a finger and we didn’t do anything, again I call bullshit on that (Thorsten)
  • again, coming back to the problem at hand we need to have a budget and we need to have a budget today
  • I think you know already where I will put my vote, right? (Emiliano)
  • yes, and that is completely fine (Thorsten)
  • what I’m asking now is given the very narrow set of options we have: does anybody has a strong opinion on
  • we can vote on a preliminary budget, and Florian will be very unhappy about that
  • because the auditor said it has to be final
  • we can vote on the budget as proposed as-is
  • then we must use the vote of the nonconflicted board members
  • we cannot point to the “oh, and by the way, we also did respect the ESC which is the process over there”
  • third, but I would probably agree with Florian it’s probably just lipstick on a pig, to say: we change that, we put this other more expensive project back in, because we have enough donation income, whatever money on the bank for the free reserve so we can actually afford it, and it will take time to get to that anyways, because it’s at the bottom of the list
  • we can say actually we’d have like belts and braces, so we did the ESC process which was not 100%
  • and we did the board vote where [REDACTED: name of lawyer or law firm] said, well, you should have done a little bit more here or there
  • that’s the option that I see
  • does anybody see any other option?
  • I must be stupid, but I can’t understand what is the difficulty and the problem to just follow the path that [REDACTED: name of lawyer or law firm] is showing? (Gabriele)
  • to be honest, I must admit that somehow in all these frictions about that, you - meaning the whole board - are trying to do something
  • I wouldn’t say you are not doing anything, you are not moving a finger
  • I’m sure that you are trying to fix and to find a solution to this
  • I can’t understand why, and what’s the problem to second this requirements
  • it looks to me not that difficult
  • it’s got enough going from A to B instead of going straight
  • probably have some bend
  • but let’s do them, let’s make him - it’s not him, it’s the law from my point of view - let’s make him and the rest of attorneys and lawyers happy, and do the things as they want to
  • achieve a way going from A to B
  • that’s what I said in Brussels
  • it’s very hard to know what makes them happy (Thorsten)
  • no (Gabriele)
  • because the way of interaction is very difficult (Thorsten)
  • no no no no (Cor)
  • in the last e-mail I can see from [REDACTED: name of lawyer or law firm] it’s a bullet point, do this, this and this, it’s not that difficult (Gabriele)
  • if I may: it’s not my duty as a director primarily to try to make a lawyer happy (Cor)
  • but why not? (Gabriele)
  • I really engaged a lot in the communication (Cor)
  • I really made a lot of questions asked etc.
  • analyzing everything and taking my responsibility, a lot of things are mixed up as Thorsten explains initially and as I wrote also in board-discuss
  • there are really problems and are better ways to solve the issues
  • and work is ongoing on that and, really, rational, as a director, I need to act on arguments and information
  • looking at the rationale, there’s a lot of things just unclear
  • then it’s not possible to discuss those questions again with [REDACTED: name of lawyer or law firm], it’s just us who have to take responsibility
  • and that’s what’s actually happening now
  • I’d say, Emiliano, then Marina, then Gabriele (Thorsten)
  • I would definitely like to hear the other directors who have not spoken yet, because that’s actually what matters today, thank you
  • I question - it’s not pleasing a lawyer (Emiliano)
  • TDF decided it should have a process for tendering, and a process for contracts, that would be less riskier than the procedure that we actually followed
  • we managed to even put in more risk than before
  • they are working for us, they are counseling us, they are telling: you know, you should do A, B and C
  • and then we simply ignore them
  • yes, and we largely do A, B and C (Thorsten)
  • no, no (Emiliano)
  • the questions and answers, have not been answered (Thorsten)
  • the question have been out for like, four weeks
  • it seems not (Emiliano)
  • I’ve literally been asking, what is the blocker with that process (Thorsten)
  • and the answer was: there’s no blocker with the process, it’s just that happened to be voted in after that
  • no (Emiliano)
  • yes (Thorsten)
  • no (Emiliano)
  • I think I’ve seen quite a lot of contrasting on the process of the ESC, which wasn’t really shared already as the whole document with the ESC
  • they were taking some different paths that was not checked by legal counsel
  • there was a lot of stuff that wasn’t going with the process
  • there were three things: the extra staff protection, this affiliate vs. associate, I think there was one sentence (Thorsten)
  • and of course there’s also the last statement from [REDACTED: name of lawyer or law firm], which was a bullent point, and I agree with Gabriele, it was a bullet point of things that should have done before voting on a valid budget, that’s it
  • the valid budget, it’s a precondition for it
  • Emiliano (Cor)
  • I don’t have any issue telling that we might have a valid budget if the process to get to those valid budget is going to be set rightfully as it should be… (Emiliano)
  • Emiliano (Cor)
  • …with the counsel of procurement expert as it should have
  • Emiliano (Cor)
  • did you notice that after the previous meeting Thorsten mailed and in his reply [REDACTED: name of lawyer or law firm] suggested to mediate, to come to an well-understood solution
  • and after [REDACTED: name of lawyer or law firm] said “I want to mediate” then Paolo jumped in with his additional demands
  • and then all in a sudden the scenery changed and there was no mediation, there was no time to discuss with all the directors
  • given the fact, I’m very sorry, and Cor there two people who raised their hand before (Thorsten)
  • yeah, sorry (Cor)
  • given the fact it’s now three minutes to the hour, that we need a budget today, that whatever happened before, we are now facing a situation we need a budget today (Thorsten)
  • can we focus on that? I would love to hear the take from Laszlo, from Gabriel and from Gabor
  • because you didn’t say anything yet on this situation
  • first Marina, then Gabriele
  • so, let’s make it short: I would like to have what I wrote in the chat also in the minutes, that I can’t see, so I don’t know if are there or not (Marina)
  • I would also like to have a clarification from Cor because his last statement sounded like if [REDACTED: name of lawyer or law firm] changed his mind because you are suggestion that Paolo was influecning him
  • I would like to have a clarification on this, because what you are saying it’s quite severe
  • [REDACTED: name of lawyer or law firm] is doing that as a job
  • let me do that right away (Cor)
  • it’s good that you ask
  • it’s just I noticed that at the moment Paolo came with that it happened without further explanation
  • that’s just fact that has been noticed
  • you are again speculating that [REDACTED: name of lawyer or law firm] that is a legal counsel that is advising TDF is just changing his mind because Paolo is pushing on him (Marina)
  • please don’t try to suggest that I said something which I didn’t say, don’t do that (Cor)
  • it’s what you said before (Marina)
  • Marina, just to confirm the impression that Cor had there, I had a similar impression (Thorsten)
  • and then Gabriele, and then I’d like to hear Laszlo, Gabriel and Gabor, please
  • I just wanted to have a reply to my question (Gabriele)
  • Why? Why you can’t follow the suggestions. That’s it.
  • So, my answer to that is generally we follow advise. Sometimes to the letter, and sometimes when the letters are ambigious, are unclear, then we follow the advise to the best of our knowledge, to the best of TDF. TThorsten)
  • if lawyers stop answering, and if lawyers are not available for calls to clarify we must work with what we have and what we know, and that’s where we are today
  • my take is completely different (Gabriele)
  • because this is not the first, nor the last mail from [REDACTED: name of lawyer or law firm], and he’s insisting and insisting
  • that’s how law works, Gabriele (Thorsten)
  • that’s why you need the courts, the hieararchy of courts, that’s why you need a supreme court
  • because it’s not black and white
  • there’s no safe and unsafe
  • there’s no right or wrong
  • the opinion of lawyers has changed, in both directions
  • I can’t see any change in his line, to be honest (Gabriele)
  • and I can’t see any kind of grey
  • I think there’s also no fundamental disagreement of what we’re here doing (Thorsten)
  • there’s some discussion on one paragraph in the ESC process
  • there is the question whether we would strictly need the…
  • and by the way [REDACTED: name of lawyer or law firm] does not say you need to have this vote that Paolo sent
  • he has a general suggestion this should be done before to sufficiently show that change is underway
  • my position is that this is just incidentially connected to the budget
  • of course I might be wrong, and [REDACTED: name of lawyer or law firm] might be wrong
  • this is all about risk mitigation
  • the risk mitigation we have to do today is get the [REDACTED: swear word] budget out
  • the risk is up on you, you as a board (Gabriele)
  • I’m just trying to help, because at the end I’m not voting, I’m not putting my sign on any of those documents
  • i just wanted to help you, somehow protect you
  • in the end the risk is yours
  • this framing and this constant smearing and this public accusation that we would… (Thorsten)
  • I’m not accusing anyone (Gabriele)
  • …then we would be kind of running TDF into the ground, I seriously cannot hear that anymore (Thorsten)
  • we are all working day and night, to navigate the course, this is not trivial
  • if I have to talk to a lawyer, by like three steps, and it’s a game of luck whether I get an answer back or not, or whether the lawyer actually gets everything that I’m writing doesn’t make my life easier
  • so I have to assume, I have to take certain leaps of faith
  • I understand your point of view (Gabriele)
  • meaning that, yes this is at least frustrating and really consuming
  • not only time, but life consuming
  • I understand this, I am not accusing you nor the board
  • if we just consume the legal advise and it turns out to blow up, then we’re still [REDACTED: swear word] (Thorsten)
  • and TDF still has a problem
  • that doesn’t help at all, it’s just a cop-out
  • Cor, seriously, I really want to hear Laszlo, Gabriel and Gabor
  • again, I am not accusing anyone (Gabriele)
  • I just wanted to be clear
  • that’s also what I heard, Gabriele - you talked in general terms, yes, correct (Cor)
  • let me make the roll call (Thorsten)
  • Laszlo, your take on the budget and what should we do today?
  • you’re muted (Cor)
  • you’re currently muted (Thorsten)
  • ok, while Laszlo finds the microphone, maybe Gabriel then, what’s your take on the budget and what should we do today
  • can you hear me? (Gabriel)
  • yes indeed (Thorsten)
  • ok (Gabriel)
  • it’s obvious that we need a budget for the audit, that is something clear
  • while there were some problems that were raised during that time, and that we have to fix them in order to remove any, I don’t know, how to say, but to make things clear, to clean everything that is not allright in this procedures, we were requested to do some things by the lawyers
  • of course we’ve done that
  • of course it was not perfect, I agree with that, it was not perfect
  • but still are showing that we are doing something and we are going in the right direction
  • maybe there is something that we have to fix after the budget is voted, I don’t know, in the next time, the next months, I don’t know
  • at the end I think that we should move forward and vote a budget
  • because in the past we also voted a budget, with the problems that we knew, we find out later, so this is not something that is just specific to this budget
  • but in this budget, at this moment, we have done something to fix those issues
  • we are showing that we are doing, that we want to fix, and that we are trying to fix
  • of course it’s not perfect, I don’t know who is right who is wrong
  • now we can argue and I hear a lot of arguing today
  • so my opinion at the end is that we should move forward with the budget
  • question then - do you have any preference regarding which budget to vote on, the unmodified ESC ranking or the modified one from last week? (Thorsten)
  • I don’t know, I didn’t think about this, honestly, I don’t know honestly which is the better (Gabriel)
  • I have no strong opinion either (Thorsten)
  • I take that as no strong opinion from your side
  • yeah, yeah (Gabriel)
  • thanks so much for that statement (Thorsten)
  • Laszlo, if you can speak, what’s your take?
  • can you hear me now? can you hear me? thanks (Laszlo)
  • sorry, it… my system
  • I agree with you and with Gabriel that we need a budget
  • I’m very happy to hear from Cor that he mentioned that we have represented TDF and the community
  • I am very sad to hear the argument - sorry, there is a strong wind or something
  • yeah, Emiliano, if you could mute, there is some background noise (Thorsten)
  • thank you, it’s better now (Laszlo)
  • so, it’s the number of the lawyers
  • it’s very weak argument to me that the opinion of the lawyer is more important for me
  • we had to and we have to analyze the whole situation as Cor mentioned
  • for example we are working on the technical budgeting procedure, mentioned already here
  • I was very happy to suggest to add the ranking by community, because it was one of our strategy goals
  • I was very happy that Cor cleaned up my draft
  • I was very happy that [REDACTED: name of lawyer or law firm] extended this part of the technical budgeting procedure
  • so it was a common work to do
  • most of the work, it was work of [REDACTED: name of lawyer or law firm] with the board, with us
  • the extended, the last version, the voted version, contains this three things, explained and discussed on the board
  • was shared on the board by myself
  • it was very strange to see that somehow this information, I shared all the details, the differences, was open
  • but somehow during the process it’s like hijacked for me
  • it was very strange, and I was very sad to see that Paolo made a statement on board-discuss
  • something was my statement, that was told, that is free to do something, or do to this process
  • I didn’t take that statement
  • when I asked or mentioned on board-discuss related to Paolo
  • Paolo tried and again and again to create some different meaning from my words
  • at the end he made a quoting without the context
  • the context was very very strange and is showing the influence of Paolo on [REDACTED: name of lawyer or law firm] to me
  • this is my interpretation
  • I was very sad
  • I couldn’t follow this discussion
  • because all the things is legal I think, in the public channel
  • it was selective leaking and selective meaning
  • trying to change the meaning of my words in that context
  • and answer
  • forwarding my previous mail content
  • all the parts of the document
  • with all the transparency was needed for the board, in that context
  • I was very sad
  • I agree with Cor that it’s showing Paolo’s influence on the process on working with [REDACTED: name of lawyer or law firm]
  • so, answering the question, we need the budget
  • because this is a preliminary budget, but maybe Florian has a different opinion
  • I can vote on it, that is the best option now
  • I wrote on board-discuss that it’s my first experience that somehow Paolo tries to change the meaning of my words
  • but maybe it’s not related to the budget vote now
  • thanks so much, Laszlo, for that statement (Thorsten)
  • any take on the question which budget - the unmodified ESC ranking or the modified one from last Monday, you would prefer?
  • in fact, I checked maybe the unmodified version, so - what was the difference? (Laslzo)
  • the difference is that - Florian, is that something you can quickly tease out in the background? which other project was coming down from the ESC at that position
  • can I ask a question, Laszlo? (Florian)
  • sorry, Florian, I read your letter, related to the joining… I agree with your modifications, sorry, I forgot about that mail, but I read your mail related to… (Laszlo)
  • because my question would have been how you could decide which budget if you don’t know the difference, it’s really critical that people know what they vote on at least, so, but… (Florian)
  • sorry, I forgot, but it was a minor difference for me, that’s why I forgot (Laszlo)
  • it was logical, your letter, so it was naturally - I agree with you, I think the others also agreed with your ask, if I remember
  • I haven’t seen too much answer on that mail, but maybe I’m wrong
  • we agreed last week that this is the way to go (Thorsten)
  • I agree, and thanks Florian (Laszlo)
  • then, Gabor, your take on the situation we are in and what you would prefer to do
  • yes, so, it’s a difficult situation, because we have to choose between biting one of our fingers, but it will hurt anyways, unfortunately (Gabor)
  • yeah, I believe we should probably vote some sort of budget in
  • I don’t have a very strong opinion about unmodified or modified
  • perhaps the unmodified is somewhat better or safer
  • but also I think it would be worse to not have a budget at all voted in today
  • even if we have some smaller or medium-sized issues still
  • yes, Gabriel?
  • Gabor, you can finish your… (Gabriel)
  • I wanted to say also on top of this that we should also try to follow some of [REDACTED: name of lawyer or law firm]'s suggestions, like for example this staff protection thing, or this whistleblowing procedure
  • I guess we can vote in some decisions in those directions
  • so, that’s all
  • we should draft that properly and do that this week, that would be my desire indeed (Thorsten)
  • but then let’s try to draft that like in the board, and not just rush it out again
  • but agree with you completely, that needs action
  • I think we can untie that with the budget
  • ok, so, Gabriel? (Gabor)
  • I just want to ask, because it’s not totally clear for me (Gabriel)
  • what happens if we don’t vote for a budget?
  • the budget is requested by the audit as far as I understand
  • so the audit cannot start the procedure without the budget
  • and we need that audit to reconfirm our status of non-profitor
  • can someone confirm that I understood correctly? maybe something to add? Maybe Florian?
  • maybe to make that clear, because I hear repeatedly we need a budget for the auditor and that that would be important (Florian)
  • of course, we need a budget for the auditor, but it’s also a problem if we have a budget that is not valid, or that cannot be executed on
  • because also in that case the auditor cannot start
  • so the idea we absolutely must vote because we have no other choice than to get it out today in order to be able to send something to the auditor - I don’t share that the situation is really problematic
  • but I would not give a preferene over voting for the sake of voting and sending something, when possibly, and opinons here differ, I will accept that, that’s the outcome of the call
  • but my recommendation is in the chat
  • when that budget might be tainted and not valid, that is likewise problematic to me
  • ok, but if we don’t vote, it’s clear that… (Gabriel)
  • then we’re clearly missing compliance (Thorsten)
  • that’s the problem, and - so I think, what should happen, and there seems to be very broad consensus what to do tonight
  • but it’s important and thanks Gabor and Gabriel for bringing that up, to continue with addressing the tasks from [REDACTED: name of lawyer or law firm]
  • there’s no attention not to do that
  • the fact that we need a budget and that we need it yesterday, and if we don’t have a budget we’re not spending the money
  • which brings us in clear violation beyond the fact that what’s the auditor gonna assume if she’s not getting a budget from a foundation
  • Gabor, then back to you - so you said slight preference for the unmodified budget, how strong is that preference?
  • because that would need probably some last-minute changes now
  • yes, so, I am somewhat unceartain about that, but I don’t know, honestly, like what are the options between the unmodified and the modified (Gabor)
  • Florian, I mean, you said it already, I guess there’s not much of a difference (Thorsten)
  • beyond of course that it’s probably making things a bit more difficult now
  • one question would be if people speak about the unmodified budget, what do they mean? (Florian)
  • option 1: have whatever tender and sum - I don’t remember, but it was clearly exceeding the minimum we have to spend - have the full sum, or does unmodified mean taking only, taking that tender but only the sum that we must spent, that e.g. is not clear to me
  • right, I mean in terms of procedures I think it would be prudent if either Laszlo or Gabriel would make the motion (Thorsten)
  • then I would leave that to you guys which of the options you are taking
  • bear in mind that probably the one that Florian sent out as draft is easier to reference
  • ok (Laszlo)
  • Gabor, if you feel strongly this way or the other, now would be the time to say that (Thorsten)
  • but honestly I think probably it’s not gonna make any difference
  • and I would assume that if there’s a problem the auditor comes back to us, that is my at least anecdotal evidence
  • the anecdotal evidence would say the auditor goes directly to Berlin stating what problem we have, and not getting back to the board (unknown attribution)
  • how do you know? (Thorsten)
  • … silence …
  • ok, so it’s just assumption
  • given the time, again, Laszlo or Gabriel, want to make that motion now for the budget vote
  • sorry, Thorsten, did you read my message in the chat? (Gabriele)
  • yes, I am very sorry, Gabriele, we’re half an hour over the time, and we still need a budget (Thorsten)
  • that’s a procedural question that you can leave to me
  • just wondering if you can or not vote, so if you have a quorum (Gabriele)
  • we have quorum tonight (Thorsten)
  • ok? (Gabriele)
  • ok, I with Gabriel, for myself, it’s ok to vote on the last version, Florian’s version, if it’s… (Laszlo)
  • no problem, it’s ok (Gabriel)
  • so, you make the motion then, so let’s call for the vote (Thorsten)
  • so, this time we will need to have three rounds
  • we would have in favor, we would have against, and we would have abstain
  • and I will call that and people please raise their hands for the respective vote

Discourse has a limit on message size, so the minutes are split in two parts. What follows is part THREE out of THREE.

  • Emiliano left the meeting (repeatedly during the call as well) -
  • so, who’s in favor?
  • [Laszlo, Gabriel raise their hands]
  • so I see two in favor: Laszlo and Gabriel
  • next round, who’s against?
  • [nobody raises their hand]
  • call again, who’s against approving the last budget from last Monday that Florian sent?
  • Emiliano left
  • Paolo mentioned he wants to vote on mail or something (Laszlo)
  • yeah, well, the agenda was sent in time, I think we need a decision - I am not willing to grant him that (Thorsten)
  • usually he’s there when he wants to be, to say it like that
  • ok, so abstain then, there’s no one against
  • [Thorsten, Gabor, Cor raise their hands]
  • ok, so three abstain - Thorsten, Gabor, Cor
  • so, quorum - Emiliano left, so we still have quorum, and two and also quorum requirements for the vote are met, so the motion passes
  • approval for the last budget draft that Florian sent for Monday last week
  • ok, thanks for that - any remaining business for tonight? I would prefer to adjourn the call
  • ok, then - I think Marina, then Cor
  • I would like to have in the minutes that I’m extremely concerned about this vote, that I would really like to see the advise from [REDACTED: name of lawyer or law firm] followed, and that I would also like to have my concern reported to the auditor (Marina)
  • sorry, Marina, I didn’t understand - reported to? what was the last? (Stephan)
  • I can write it in the chat, give me a second, I will write it in the chat (Marina)
  • just repeat it and I can write it (Stephan)
  • ok (Marina)
  • are you sure that’s gonna help TDF, Marina? (Thorsten)
  • Marina, are you sure this is gonna be in the best interest of TDF?
  • absolutely yes, I’m sure (Marina)
  • How so? (Thorsten)
  • can I ask to have something in the minutes or you can decide on what I am concerned? (Marina)
  • and please add also this in the minutes, Stephan
  • I think - you can say I must not ask you, but I’m still asking you if you are absolutely certain this is to the benefit of TDF (Thorsten)
  • I am absolutely certain and now I would also like to have in the minutes that you are trying to influence my request, trying to influence me to change what I’m asking to have in the minutes, thanks (Marina)
  • no, I think it’s useful to have it stated that after deliberation and being asked if you are sure that you are indeed sure to do that, I think it’s good to have that minuted (Thorsten)
  • then Cor, and then Laszlo
  • sorry, still I did not get where Marina will report to, that was the last word I didn’t understand (Stephan)
  • I would like to have in the minutes that I’m concerned about this vote, that I don’t think that this budget is valid, and that I would like to see the board following [REDACTED: name of lawyer or law firm]'s advise, instead of
  • Marina - we follow [REDACTED: name of lawyer or law firm]'s advice (Thorsten)
  • can I finish, so Stephan can write in the minutes? (Marina)
  • we’re following [REDACTED: name of lawyer or law firm]'s advise, we just said we’re gonna work on this (Thorsten)
  • can I finish to tell to Stephan what I would like to see added in the minutes? thanks (Marina)
  • and the last point is that I would like to see those concerns reported to the auditor
  • so if Florian can report those concerns to the auditor, thanks
  • I didn’t get the word, you wanted to report it to the auditor, thank you, now I get (Stephan)
  • thanks a lot (Marina)
  • so I think we had - sorry, I am losing track… (Thorsten)
  • yeah (Cor)
  • …Cor, then Laszlo, then Gabriel (Thorsten)
  • I share the question why Marina thinks this is in the benefit of TDF, but happy to hear that answer later on (Cor)
  • ok, then Laszlo, then Gabriel (Thorsten)
  • I want to mention this was [REDACTED: name of lawyer or law firm]'s request, or advise, that abstaining from the board members conflicts of interest
  • you are not following [REDACTED: name of lawyer or law firm]'s advise, just for the records, you are not following [REDACTED: name of lawyer or law firm]'s advise (Florian)
  • but we follow his advise (Laszlo)
  • no, you don’t - to have that explicitly spelled out you act against the legal advise (Florian)
  • yeah, sorry, I said if I may - I notice on board-discuss there are issues with two of the votes proposed, just to mention something (Cor)
  • if someone suggests the board to vote on a proposal that is bringing himself extra work, that’s what one calls conflict of interest, to mention
  • and that’s what is the case with two of the proposals there
  • so please allow to the board to take responsibility - yes, that’s indeed it, Marina
  • so please allow to the board to take responsibility and to do it’s work properly
  • and yes, we are going to work - well, Thorsten already explained it two or three times - we are going to do the things that are really needed, we are going to do that this week, definitely
  • there’s no disagreement there (Thorsten)
  • so the idea that we would somehow not follow that is just ridiculous
  • there is consensus that we need to do that
  • but we need a budget today, as we repeatedly said
  • and since this is not invalidating the budget, this is about showing to the auditor that we got the message and that we’re improving things - we’re doing exactly that
  • I would like to put a statement into the minutes that we’re diligently working under a lot of pressure, and a lot of averse situations, in the middle of the vacation, with the lawyer not responding and not being present, to try to find the middle ground and a way forward, and indeed we’re gonna work hard on those remaining things, going forward - so that’s my statement and I would also like to have that forwarded to the auditor next to Marina’s
  • so, Gabriele and then I’d like to adjourn, familiy is calling, unless there is something super urgent
  • really, quickly, I just want to say that I would like to have my concern reported as well (Gabriele)
  • the motivation is slightly different
  • what I mean is I do allow the board to take their own risks
  • it’s all up to them, the can do, and I am fine with that
  • I want to have my concern reported just to protect myself
  • cause if everything goes right, as I wish, it’s all fine
  • but if something goes wrong, I just wanted to protect myself - that’s it, thank you
  • please, Stephan report these in the minutes
  • that is duly noted Gabriele (Thorsten)
  • and trust me that none of us here is not aware of the situation and we’re all here for the best of TDF
  • I’m sure, but - you know (Gabriele)
    • [REDACTED: sensitive legal statement]
  • Florian, then don’t pass it on, what can I say (Thorsten)
  • my reading is this budget is valid, we’re actively working on the remaining things that need working on, under very very difficult situations
  • and if you don’t want to pass it on, what can I say, like saying we need the budget and then saying well then don’t vote on it is slightly ridiculous
  • no, just to make that clear - the board voted against advise received, I think it’s important (Florian)
  • also you, Laszlo, you voted against advise received
  • Gabor, you voted against advise received
  • Gabriel, you voted against advise received
  • the rest knows it already
  • so just to state that I have serious concerns too
  • no, we did not vote against advise received (Thorsten)
  • we voted as much as possible adhering to that advise
  • and that’s an important difference Florian, a very important one
  • no, no, Thorsten, you were completely ignoring the advise received (Florian)
  • no, not at all (Thorsten)
  • Florian, ok, ok, I call you to order, don’t tell me I voted completely against
  • this is just a nonsense
  • Thorsten, do not talk to me like that (Florian)
  • I very strongly reject that phrasing and framing (Thorsten)
  • [Gabriele said something that was hard to understand]
  • you voted against advise received, it is on the record now (Florian)
  • Florian, I waited for [REDACTED: name of lawyer or law firm]'s answers, so I have read the letter from Thorsten (Laszlo)
  • you have all you need, Laszlo (Florian)
  • you have all you need, you ignored them, like Gabor, like Gabriel, you ignored them
  • none of us ignored them (Thorsten)
  • yes, you did, otherwise you would have acted differently (Florian)
  • no (Thorsten)
  • yes (Florian)
  • but now we do it with knowing it - and this is important (Florian)
  • I think Florian, indeed - let’s maybe agree to disagree (Thorsten)
  • so you’re covering your ass here which is fine
  • my statement stands that this is the best we could do given the circumstance
  • I would like to adjourn
  • aren’t you in conflict of that? you even said it in the beginning (attribution unknown)
  • I would like to adjourn today (Thorsten)
  • I don’t think very much good comes out of this call if we continue
  • nothing good came out of this call unfortunately, but… (Florian)
  • anyobody disagrees, anybody not happy with adjourning now? (Thorsten)
  • then the call is adjourned, thank you so much, and see you next week
  • it’s getting worse, let’s please do (Cor)
  • bye everyone (Thorsten)

During the meeting, several attendees asked to have statements added to the minutes. Some of these discussions took place in the written chat in parallel to the meeting. As the chat normally is not part of the official minutes, people’s statements in the minutes and the chat need to be reviewed one by one to understand what can be published and what not.

What follows is screenshots of statements that I, Florian, made in the chat of this meeting.

If there are statements by other people that can be published, I will follow-up on them.