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