[previous private MINUTES] 2023-10-02

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 2023-10-02 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.

Member-Private Section

6. Discuss, member-private: Draft community bylaws (tdf-board, 5 mins)
As discussed during LibOCon

  • in the context of professionalizing
    • draft sth together with MC
  • worked a long time ago with Charles (Sophie)
    • would like to work on it again
    • good to see groups, organs communicating
  • MC is one part of this (Cor)
    • several stuff need attention
    • need a process to gather input
  • so board + Sophie as a plan (Thorsten)
  • good to have a first draft (Sophie)
  • set up a working group within the two weeks (Thorsten)
    • interested in helping
  • suppose/suggest NOT to contract a law firm wrt to this (Paolo)
    • have them checked with our legal counsel afterward, not before as it’s happening now with other processes (Paolo)

The member-private meeting ends at 16:43 UTC / 18:43 Berlin time.

Board-Private Section + MC

7. Vote, Discuss: Trademark compensation discussion (Florian Effenberger, 5 mins)

  • [REDACTED: sensitive legal topic]
  • approve 2k € budget for [REDACTED: specific legal research]
  • [REDACTED: 60 lines of sensitive legal discussion]
  • sorry, there is some deleting of minutes (Stephan)
    • why is there some deleting of minutes?
  • we have the recording (Thorsten)
    • let’s deal with the minutes offline
  • Cor, you had anybody else with a take on this (Thorsten)
    • because there is still the vote of Florian’s proposal here
  • part of this could be executing on a decision board took half a year ago (Cor)
    • to try to contact the ex-licensees to have a meeting
    • and at least share some views, etc. there
    • last thing I remember there that Florian tried to make an appointment with [REDACTED: name of company]
    • but that it didn’t work out due to vacations
    • and that after that it got stalled
    • maybe it make sense to still walk that path to make progress
  • I think that is useful, Florian (Thorsten)
    • broadly given although how split the board is on that
    • following your advise there
    • simply because you will also need to sort things out with your agenda
    • again, given the time frame we have
    • and considered relatively unlikely that we will reach any agreement before [REDACTED: sensitive legal information]
    • [REDACTED: sensitive legal information]
    • so, I would be quite in favor of moving forward with your proposal
    • and get some input there
    • [REDACTED: three lines of sensitive legal discussion]
  • that is the issue in a way (Paolo)
    • just one note about what Cor stated
    • the vote was actually declared as now publicly Conflict of Interest
    • so we wasted months in doing sth that actually we shouldn’t have done because lawyers actually said…
  • again, I think we are running in circles again (Thorsten)
    • I don’t quite care what happend a year ago or half a year ago
    • I care quite a bit what to do next
    • I’d like to have Florian’s take
    • what you suggest having heard the input and the options that we have
  • it’s a hard call to make (Florian)
    • for sure given where we are I don’t think I am in a position to negotiate anything
    • any such talk should happen with the board or with parts of the board
    • [REDACTED: sensitive legal discussion]
    • we had a call with [REDACTED: name of lawyer or law firm]
    • so, to be honest, I am running out of ideas
    • I agree we are running in circles
    • I can poke [REDACTED: name of lawyer or law firm] again
    • but when it comes to negotiating that should not be me anymore
  • maybe there is some misunderstanding (Thorsten)
    • the question I am asking is
    • given the timeline we have
    • past experience
    • what other proposal do you think has any likelihood of success?
    • except for what you suggested
    • [REDACTED: ten lines of sensitive legal discussion]
  • I would agree, that given the history of this topic, it is very unlikely that we will have an agreement with all companies that are under discussion here by the end of this month (Thorsten)
    • let alone by the end of the year given the previous speed
    • [REDACTED: sensitive legal topic]
    • I don’t know. What else can we do there?
    • except for asking [REDACTED: name of lawyer or law firm]
    • anybody else?
    • Uwe, maybe, some ideas?
    • from your network anybody to approach?
    • of course, all given the fact that we have essentially two weeks and anythings left
  • It’s the first time I even get to know of this kind of problems in detail (Uwe)
    • [REDACTED: ten lines of sensitive legal discussion]
  • usually that would have been my ask (Thorsten)
    • experience shows that you can’t get anyone on the phone in Berlin to asking officially what to do
  • especially not officially (Cor)
  • you won’t get an official answer (Uwe)
    • [REDACTED: three lines of sensitive legal discussion]
  • quite a useless comment, to be honest (Emiliano)
    • the audit should review what the board has decided
    • I don’t think it is a good idea to wait for the outcome of the audit
    • sth we should have decided a long time ago
  • [REDACTED: eleven lines of sensitive legal discussion]
  • seen the conflicted members of the board still struggle staff and still trying influence the process since many months (Paolo)
    • probably would be a good idea actually to say: conflicted members of the board get out of the way
    • non conflicted members of the board actually can start the “process”?
    • one of the reasons why over time to solve also the invoice payments issue was supposed actually to have myself and Emiliano in the legal group
  • who has actually to show that TDF understood the issues and non conflicted members of the board, not influenced by conflicted members of the board, will actually take the decision to solve this issues
  • again, Paolo, it is crying over spilled milk (Thorsten)
    • and complaining over the past
    • it’s not very constructive
  • [REDACTED: name of board member], you created the issue (Paolo)
    • you created the delay
  • [REDACTED: four lines of sensitive legal discussion]
  • that’s really another separate of issues (Paolo)
    • see mails, May last year you then decided to dismantle the legal group
    • and then [REDACTED: name of board member] and [REDACTED: name of board member] decided to actually delay the situation
    • and then [REDACTED: name of board member] were find in Conflict of Interest
  • let’s decide on Florian’s request (Thorsten)
  • I don’t think it’s even worth voting on that (Paolo)
    • so, keep influencing the process
  • I think Florian’s proposal is definitely the best thing at the moment we can do (Cor)
  • could you explain why? (Paolo)
    • please, also maybe even [REDACTED: name of board member] want…
  • the other best thing that could have been done months ago has been blocked by you (Cor)
    • and that’s an [REDACTED: legal proposal]
    • we are crying over spilled milk
  • that’s absolutely lawyers saying you are conflicted in the board and that vote is not valid
  • no, no (Cor)
  • yeah, I can forward the emails also to the MC (Paolo)
  • let’s then call a vote (Thorsten)
    • unless any other director has any other idea how to move this forward
    • haven’t heard from [REDACTED: name of board member], haven’t heard from [REDACTED: name of board member]
    • if you have thoughts on that
  • I like Florian’s idea related to this thing (László)
    • I remember there was a plan to discuss the situation
    • and [REDACTED: name of board member] blocked a few times
    • you mentioned that it was not easy to discuss everything with when [REDACTED: name of board member] was there
    • because, you mentioned it in the personal meeting that you doesn’t want, [REDACTED: name of board member], share things with [REDACTED: name of board member] related to his behavior, related to the showing private or leaking legal information
    • so, that is why it’s better to focus on the possible solutions
    • so, that’s why I support Florian’s suggestion
  • [REDACTED: name of board member], misunderstood nearly everything (Paolo)
  • [REDACTED: name of board member], can you please stop if people speak up (Cor)
  • well, [REDACTED: name of board member] is not reading legal statements (Paolo)
  • Paolo, I think it’s still worth making progress on the other side (Thorsten)
    • if you think it helps to have a motion there
    • to authorize Florian or [REDACTED: name of lawyer or law firm] or anybody else to move things forward
    • again, the fact that the talk with [REDACTED: name of community member] didn’t even happen yet that is not great
    • if you think you can constructively help moving that forward within the constraints that we were given that would be tremendously helpful
    • [REDACTED: two lines of sensitve legal discussion]
    • VOTE is called, just quick raise of hand who is in favor
    • that is four
    • who is against?
    • Paolo against, one against
    • and anyone abstaining?
    • abstaining from Emiliano
    • so the motion has passed
  • even the conflicted members of the board vote? (Paolo)
    • hold on
    • can we confirm that: conflicted members of the board can vote on this
  • how do you see us conflicted? ([REDACTED: name of board member refered to one line above])
  • you are actually the one blocking the information in relation to [REDACTED: sensitive legal topic]
    • so, that’s why we have to spend even more money to [REDACTED: sensitive legal topic]
  • that’s quite a stretch, Paolo ([REDACTED: name of board member refered to above])
  • it is not (Paolo)
    • we are in a situation…
  • you are the one since half a year blocking any progress (Thorsten)
    • it’s you then in the end
  • it’s you that has been dismantling the group (Paolo)
  • you are the reason and the sole reason that we didn’t make progress in the call that I had (Thorsten)
    • that [REDACTED: name of community member] had massive reservations
    • so, I don’t see any conflict
    • but it’s up to the board to decide
    • and you know the process for that
  • following the lawyers conflicted members of the board should not vote again on a process that is caused by conflicted members of the board and delayed (Paolo)
  • I think that outcome would have been prevented if people acted more sensibly (Cor)
  • I see any conflict of all here (Thorsten)
  • this is getting advise what to do with the situation at hand under a very tight deadline
    • if anybody on the board or Florian sees any need to review that decision then people are free to do so
    • at the same time, Florian, I would absolutely appreciate it if you can already approach the guy
    • we don’t need to sign any contract
    • but just to get into contact
    • because, again, that’s a very tight deadline
    • anything else on this one then?
    • Florian, any concerns from your side?
    • anything I forgot with the vote?
  • no (Florian)
    • I think the challenge will be then to agree on what to ask [REDACTED: name of consultant]
    • but that’s the second step
  • I think that is already part of the motion (Thorsten)
    • what to ask him is to advise us on what to do with [REDACTED: sensitive legal topic]
  • let’s see what he needs (Florian)
  • [REDACTED: four lines of sensitive legal discussion]

8. Status Report: Status on audit and annual report (Florian Effenberger, 5 mins)

  • skipped as we ran out of time, deferred to one of the next calls -

9. Status Report: Close / move bank accounts (Florian Effenberger, Thorsten Behrens, 5 mins)

These items are still unaddressed from the FOSDEM meeting:

  • Status update bank verifications and closing of accounts → pending with Thorsten
  • [REDACTED: HR topic]
  • corporate tax declaration 2019-2021
  • skipped as we ran out of time, deferred to one of the next calls -

10. Status Report: Check invitation, if needed schedule another formal board meeting (Florian Effenberger, 5 mins)

  • seems invitation was to late (Florian)
  • if in doubt let’s have another formal board meeting

11. Discuss: [REDACTED: HR topic] (Florian Effenberger, 5 mins)
→ Florian owns it?

  • skipped as we ran out of time, deferred to one of the next calls -

12. Discuss: Quick recap board Deck usage (Thorsten Behrens, 5 mins)

  • skipped as we ran out of time, deferred to one of the next calls -

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

  • none -

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