[previous private MINUTES] 2023-11-27

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 2023-11-27 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

  • member-private Q&A
  • put 7 minutes here (Thorsten)
    • board has a lot to discuss
    • board needs time to work on this
  • want to hear from board members not speaking up on the audit matter yet, Gabor, Ayan, Laszlo, Emiliano (Eyal)
  • is sad news for all the community (Laszlo)
    • started on improving tendering process
    • a lot of invisible work from the board
    • were asked about [REDACTED: name of company]
    • [REDACTED: sensitive personal information]
    • so [REDACTED: name of company] could join tendering
    • is not third party
    • board tried more bidders for contracting
    • more slow that we hopped
    • did not work about the audit work
    • wrt TM wrote letters
    • some missing parts
    • glad to read Italos letter
    • refer to my presentation at LibOCon
    • 30% leaving
  • TDF has to comply w laws and regulations (Thorsten)
    • charitable law has been written for soccer clubs
    • we still have some questions
  • was glad to see mentioned [REDACTED: name of company] in your letter (Laszlo)
    • happy to see your first commit
    • saw your bugreport

4. Status Report: Status on audit and annual report (Florian Effenberger, 10 mins)

  • status report on audit & deadlines
  • declaration of representation - who/when/where?
  • audit finalized and sent to Berlin (Florian)
  • next years audit will start around march
    • any needs from board
  • from now on audit every year (Florian)
  • questionmark around budget (Thorsten)
  • need to redo a budget
  • spending money is affected (Thorsten)
  • known for a while (Florian)
  • is it possible to list out issues? (Thorsten)
    • follow up on internal
  • list is implicit (Eyal)
  • regret the report (Simon)
    • worst possible outcome
    • some things cpuld not be determined
    • wonder why board is not involved
    • following 8 sttutes should have been involved
    • suggesting meeting/venue
  • auditor was not denied (Florian)
    • MC to drive this
    • we have to deal w authorities not the auditor
  • board has to prepared for this discussion (Simon)
    • likely authorities will have same questions
  • does not work like this (Uwe)
    • discuss w auditor was denied because auditor pointing to having reports from experts
    • so auditor had to rely on the available information
    • is only about bookkeeping
    • is not a specialist in tis areas of the law
    • is strictly looking to 2022, not 2023
  • apart the budget (Thorsten)
  • the auditor was asking questions (Marina)
    • she got answers
  • board was not asked (Thorsten)
  • auditor looked at available docs (Marina)
  • asked she about tendering? (Eyal)
  • audit does not work like this (Marina)
    • currently only speculating

The member-private meeting ends at 18:07 UTC / 19:07 Berlin time.

Board-Private Section

5. Vote, Discuss: Trademark compensation discussion (Florian Effenberger, 10 mins)

corporate tax 2019-2021, VAT 2021 [REDACTED: sensitive legal detail]
decide how to handle corporate tax cf. Florian’s e-mail from September 27

  • Paolo asked for more information (Laszlo)
    • going to call for vote
  • declaring a possible CoI here (Thorsten)
  • collect all information (Laszlo)
    • huge work to create LibreOffice
    • related to possible later income
    • missing information from audit
  • mixing two things (Paolo)
    • you are confusing the brands market value with cost of development
    • for this we need an IP/trademark attorney
  • sorry for interrupting (Cor)
    • discuss outside the board
  • already discussed this (Paolo)
    • Emiliano and myself already sent a vote in April which has been ignored by the board
    • should surely exclude Thorsten, Cor, Gabor from the discussion
    • then go to ask out legal counsel
  • wikipedia provides a lot information (Laszlo)
    • the wikipedia foundation
  • suggest different approach (Florian)
    • decoupled from q who talks with companies
    • let’s set up a call next weeks
    • where we stand and see the options
    • do the vote when you need one
  • legal statements auditor relayed on judgements which were given to TDF (Uwe)
    • discussion is important
    • [REDACTED: name of lawyer or law firm] statements
  • necessary go back to lawyers
  • need some lawyer, SOME lawyers (Thorsten)
    • for TM and tendering
  • our legal counsel should do this (Paolo)
    • authorities started formal inquiry about [REDACTED: sensitive legal detail]
  • can be EVERY lawyer (Thorsten)
    • No, disagree. It must be our legal counsel and not a “fresh lawyer” as suggested by Michael in TDF-internal (Paolo)

6. Vote, Status Report, Discuss: Finalizing tendering and procurement policy (Florian Effenberger, Cor Nouws, 10 mins)

Draft motion: the board is massively concerned by the repeated, unexpected, and unexplained delays in the work on the new procurement policy; the work on improving TDF’s procurement being one of the major tasks for the board; the overall need for reasonable transparency; the board therefore asks Florian Effenberger, [REDACTED: name of two lawyers or law firms], all responsible independently and individually, to hand them:

  • the current state of the work on the new procurement rules;

  • including explanation for the items that are currently seen as to be studied, looked at, resolved;

  • and all correspondence that is needed to understand the situation;

  • within 24h from conclusion of this vote.

  • is WIP (Florian)

    • let’s see what audit brings
    • need to be done it by the end of the year to have it in the 2023 books
  • does that mean to have it voted in (Florian)

  • when a draft can be shared? (Cor)

  • delayed months ago (Paolo)

  • try to square this circle (Thorsten)

  • need at least one board call (Thorsten)

  • 11 Dec ideally (Florian)

  • having such as a deadline (Thorsten)

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

  • [REDACTED: two lines of strong wording]
  • let’s put it on 18 Dec

8. Status Report, Discuss: Outstanding invoices wrt tendering (Florian Effenberger, Cor Nouws, 5 mins)

I recently/again understood there is an external ([REDACTED: name of lawyer or law firm]?) document that is at the bases for the current situation. Without wanting to go into details of that document (for which various directors are in CoI), we can look at procedure/actions followed so far. See if that indicates possible ways forward.

9. Status Report, Discuss: Pending policy updates (Cor Nouws, Florian Effenberger, Thorsten Behrens, 5 mins)
Finalize implementation Whistleblowing Policy/Procedure

  • Part of the whistleblowing policy is to establish a contact person: “Each organization shall designate a contact person to assist the internal unit in the investigation and to be available to answer questions.” (§ 4 of Rules of Procedure of the policy)

Discuss what we expect from that position.
Staff protection:

  • missing bits
  • next steps
  • updates from [REDACTED: name of lawyer or law firm]?
  • urgency to have a name here (Florian)
  • drive by deadlines (Thorsten)
    • have name and vote at latest in 18 dec board call
    • latest by then to settle by end of the year
  • depending on the names coming up

10. 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 18:32 UTC / 19:32 Berlin time.