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 2023-10-30 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
4. Status Report, Discuss: Improving relations & communications (Thorsten Behrens, Cor Nouws, 5 mins)
What do we take home from the efforts around improving relations etc. We spent some time on that in Bucharest.
- one of the people involved, wrote a summary
- how to learn what others think? Chose the next steps?
- Subject: Re: Notes from today’s mediation information call Date: Tue, 26 Sep 2023 10:07:22 +0200
*) My selection
- Rebuilding trust
- I think the understanding for all is, that the most important now is to work on rebuilding trust in the community.
- Also agreed is, that clearly entangled to that, is looking at the balance of power in the community. (“Aren’t we not (almost) like OpenOffice.org under Sun/Oracle?”)
- Charitable purposes/objectives
- Second (I think) on the top-prio discussions: the differences in the understanding on the charitable purposes/objectives of the foundation. That soars for years now, and sits unnoticed at the table with many discussion. We have to own, organize that discussion.
- At some distance, it is connected to a legal statement (does that give clear advise on the position of directors?) and that at its turn may be linked to the uncertainty about if our charitable status is in danger.
- Support for Florian/team
- It is recognized that we must prevent our stress from spilling over onto staff, especially in the current situation.
- We talked with Florian on how can we support him. He needs a happy team but also a place to blow off pressure…
- So we recognized that we want to have team members informed about what is ongoing (openness) without exposing our stress onto them. Italo is willing to help the board with that.
- Florian mentioned that (sometimes) team members feel too little connection, care from our side. So we agreed the AI “gather wishes from the team” (Florian). And we will look at the possibility to use the regular staff-board meetings in a different way than atm.
- Policy
- From whatever angle you look at it: it is positive that we talked extensively and more ideas and explanation were heard.
- And that we agreed that the first phase will end only on October 7.
- Clear understanding of focus area’s In the first meeting with [REDACTED: name of external communication consuiltant], we defined four area’s that need to be worked on:
- board dynamics / dividing of power
- CoI / ecosystem: tenders, general, dynamics
- Staff relation / interaction: protection, policy/way to work
- Moderation of conflicts…
- Various
- For various topics at hand, we agreed on next steps.
- Other notable mentions
- Several people in different roles mentioned that CoI’s are in the heart of our foundation: nearly everyone has one or more conflicts of interest;
- Given the size of our foundation, group, we now must really move towards ‘institutional structured relations’. The times of a group of friends working together, are really behind us.
- ongoing process here (Thorsten)
- nothing to add for the moment (Cor)
- no idea how to make process here
- like to hear from others
- desire to improve (Thorsten)
- continue with facilitated meeting
- Cor holding the pen
- useful to continue w facilitated meeting (Cor)
- contact [REDACTED: name of external communication consuiltant] again for that
- discuss concerns, whistles people have
- will come with a proposal
- sharing notes
- no response from others
- is there real interest from others?
- can do this in private or with [REDACTED: name of external communication consuiltant] present (Thorsten)
- is an ongoing process
The member-private meeting ends at 17:38 UTC / 18:38 Berlin time.
Board-Private Section
5. Status Report: Status on audit and annual report (Florian Effenberger, 15 mins)
- status report on audit & deadlines
- declaration of representation - who/when/where?
- letter of representation (Florian)
- declaration for annual closing, etc.
- will ask auditor for more information
- need to better understand this
- ask auditor how to handle it
- two/three q. hard to answer
- challenge for board (Thorsten)
- board has no idea
- what is timeline
- signing the doc blocks results (Florian)
- deadline Nov 30
- list of q. sent already in June/July
- now high prio (Thorsten)
- a bit unclear what to mark (Florian)
- audit under resp. of MC (Thorsten)
- MC going to sign it?
- look at section 3.20 (Paolo)
- all in English
- q. about accounts
- [REDACTED: two lines sensitive legal discussion]
- Florian/MC aware of these issues
- have explanatory letter should ease (Thorsten)
- tax is not black and white
- unknown unknowns there
- have no idea what was shared with auditor
- can not agree on letter (Paolo)
- letter contains red flag / big issue
- as usual fundamentally disagree (Thorsten)
- Florian to reach out for more informatation
- who to sign it
- if board due diligence needed
- or MC has to do
- in any case need more information here
- share cover letter board has votes in w MC
- [REDACTED: one line of sensitive legal discussion]
- no advice was provided here
- fair to add (Cor)
- briefly describe on a meta level about efforts
- avoid detailed/lengthy discusssion on this
- if more interest raised q will naturally raise
- need explanation, big picture (Thorsten)
- in the end board majority to decide
- time pressure even helpful
- [REDACTED: five lines of sensitive legal discussion]
6. Status Report: Pending admin work (banks & taxes) (Florian Effenberger, Thorsten Behrens, 5 mins)
These items are still unaddressed from the FOSDEM meeting:
- Status update bank verifications and closing of accounts
- corporate tax declaration 2019-2021
- [REDACTED: 40 lines of sensitive legal discussion]
7. Status Report: board and staff mediation (Florian Effenberger, Cor Nouws, 5 mins)
- discuss next possible steps
- find consensus what to do
- no new delopements (Florian)
- neither here (Cor)
- important festering issues (Thorsten)
- do nothing is mistake
- moderation calls where team members involved (Cor)
- Florian can explain rationale to the team
- not a place where to be
- think team position didn’t change since Bucharest
- big issues, don’t know how to get out
- equal amount on board / half of the board side (Thorsten)
- no preconditions on the table
- while working on staff policy no one speaks up? (Cor)
- [REDACTED: name of external communication consultant] proposed to rest it (Florian)
- expectations quite different
- no idea how to solve that
- leaving at that for the moment (Thorsten)
- have a lot to say
- one sided precondiotion is highly proplematic
- deadlock situation
- normally then come to the table w/out precondition
8. Discuss: Quick recap board Deck usage (Thorsten Behrens, 5 mins)
- works w my scripting (Thorsten)
- not many others use it
- explaining the usage
- some back and forth (Emiliano)
- needs some structure
- one putting it somewhere then another one puts it back
- sort of prioritization due to time constraints (Thorsten)
- no devastation of the deck (Emiliano)
- agreeing on a sane policy (Thorsten)
- welcome more interaction than less
9. Discuss: Last minute item(s) (tdf-board, 5 mins)
Rationale: if there is time left, and anything is popping up after sending the agenda
The board-private meeting ends at 18:35 UTC / 19:35 Berlin time.