[previous private MINUTES] 2024-01-08

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 2024-01-08 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

Nothing this time.

Board-Private Section

6. Status Report, Discuss: Finalizing tendering and procurement policy (Florian Effenberger, Cor Nouws, 5 mins)

Update needed:

  • 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;
  • timeline, what else needs doing downstream from review
  • some back and forth (Thorsten)
    • [REDACTED: name of lawyer or law firm] sent procurement policy (Florian)
  • gitlab access available for everone who want contribute (Thorsten)
  • also new directors to give input? (Cor)
  • productive input welcome (Thorsten)
  • shared with MC? (Marina)
  • why not? (Thorsten)
  • will share messages to MC (Marina)
  • why on gitlab and not on TDF infra? (Sophie)
  • not a specific decision (Florian)
  • is a slow process, still not done (Thorsten)
    • will affect budgeting
  • deadline was usually end of april (Florian)
  • inappropiate to have budget late (Thorsten)
    • unfinished business

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

  • questions to learn lessons have been shared
  • items missing?
  • next steps
  • draft message for trustees shared
  • feedback from foundation authority
  • additional expert advise
  • publish 2023 budget - how & where & when?
  • what to do with results (Thorsten)
    • look into questionsmarks
    • reason why auditor did not give her +1
    • statements on TM and tendering needed
  • auditor did not ask for expert opinion (Paolo)
    • expert advice was given
    • auditor asked for (Thorsten)
    • Paolo has alternate reality
    • [REDACTED: name of lawyer or law firm] statement
  • Berlin said an expert would be helpful
    • ring Berlin up (Thorsten)
    • Berlin wants a statement
    • Florian should do (Paolo)
    • written report of the call needed (Thorsten)
    • strongly recommend to have an actual analysis
  • [REDACTED: legal statement]
  • letter with deadline (Thorsten)
  • eager to get answers from counsel (Thorsten)
  • keep in constant contact with Berlin (Cor)
    • give clear picture about situation in TDF
  • please give more details about this to MC (Marina)
  • MC received status of representation only (Florian)
  • board need to be informed (Thorsten)
  • board is always informed (Florian)
  • copies to MC (Marina)
  • opportunities to share more information (Cor)
  • will ring up tomorrow (Florian)

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.

  • discussion about these invoices (Cor)
    • in some way blocked
  • tenders stopped may 2022 (Florian)
    • payments stopped, not doable
    • related to TM too
  • aware of difficulties on TDF side (Thorsten)
    • other option is expert analysis
  • [REDACTED: name of two contractual partners] were informed (Paolo)
    • legal analysis gave reason to stop payments
    • solution was available since summer 2022 but [REDACTED: name of two board members] blocked progress
  • Paolo to explain that board blocked (Cor)
    • wondering what is the problem
  • having maybe a call with non-conflicted old/new board members (Thorsten)

9. Discuss: Budget 2024 - first outlook (Florian Effenberger, Thorsten Behrens, 5 mins)

Possible scenario’s with respons on outcome audit and financial impact of each, with ballpark number for (if reasonably possible)

  • [REDACTED: four lines of potential risks]
  • having sth for FOSDEM (Thorsten)
  • shared spreadshirt in NC to work on (Florian)
  • community and marketing budget is already sent (Sophie)
    • status of budget 2023?
  • budget 2023 is approved (Thorsten)
    • reserves for several potential issues
    • but most failed
    • hear input from Florian how to do it best
  • is linked with item 1# (Paolo)
    • board decided [REDACTED: sensitive statement]
    • regularly 5 voting +1 and two -1
  • sent email with questions (Cor)
  • questions have been answered (Paolo)
  • give new board members the chance to see budget (Florian)
    • [REDACTED: four lines of sensitive discussion]

11. Status Report, Discuss: Pending policy updates (Cor Nouws, Florian Effenberger, Thorsten Behrens, 5 mins)

Staff protection:

  • missing bits
  • next steps
  • updates from [REDACTED: name of lawyer or law firm]?
  • Whistleblower policy: anything pending?
  • do it via email

12. Status Report, Discuss: Trademark compensation discussion (Florian Effenberger, 5 mins)

  • [REDACTED: four lines of legal sensitive information]
  • problem with conflicted members (Paolo)
    • zero result for now
  • people in the call did not conclude (Thorsten)
    • am waiting for TDF to act
    • why you claim things missing from my side
    • thing with the app stores
    • TM value is unclear
    • [REDACTED: potential offer]
    • Florian said ‘donation’ is NOT a good idea
    • Paolo claims that me, I am pushing back
  • since oct 2022 pending (Paolo)
    • only thing coming out is Cor saying ‘we have calls’
  • second call where Paolo was not present (Thorsten)
  • Thorsten did not answer the questions (Paolo)
  • need to talk to [REDACTED: name of companies] (Florian)
    • outcome is different
  • call with [REDACTED: name of call participants] before x-mas
  • got the letter from Florian (Laszlo)
    • [REDACTION: sensitive statement] started only recently to work on it
    • will answer to Florian
    • will check my mails again
    • can reach out to ex-licensees before deadline mid Jan
    • sorry for the delay

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

The board-private section ends at 18:45 UTC / 19:45 Berlin time.