[previous private MINUTES] 2024-02-06 (in person)

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 2024-02-06 (in person) 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.

  • audit
    • discuss details w new board (Marina)
    • subject to an audit every year (Florian)
    • shifts deadline to end of August
    • commission the auditor
    • [REDACTED: sensitive legal information]
  • want to understand details (Simon)
    • shared TDF statutes with a tax lawyer to get advise
  • wrt audit MC is the supervisory board (Paolo)
    • new board to take the docs and discuss them
    • in person meeting best option (Emiliano)
    • Berlin authorities granted extension to wait for the new board in charge (Thorsten)
    • broad and controversial exchange about audit was run, documents shared, interpretation of the outcome etc.
    • next step: get the auditor for 2023 lined up

break at 1135 till 1205

  • procurement policy

    • to be discussed w new board
    • [REDACTED: name of lawyer or law firm] working on that
    • don’t know [REDACTED: name of lawyer or law firm] timeline planned
    • some flaws here (Thorsten)
    • not convincing to me (Cor)
  • budget 2024 (12:18 CET)

    • draft
    • [REDACTED: sensitive financial statement]
    • not much headroom with remaining ~22k €
    • stick w April to send budget to auditor
  • near-/long-term goals (13:00 CET)

    • strategic goals as discussed yesterday
    • unfinished work wrt several procedures
  • late with community bylaws

  • CoC policy

    • not compatible w statutes (Thorsten)
    • offering support
    • mentioning [REDACTED: CoC details] case
    • consider to have a good and easy to capture presentation of CoC
    • shift vision of vision of CoC-commitee
    • not to sanction in first place
    • q: better to separate CoC-team from MC? (Shinji)
      • CoC commitee should be completely independent from the board
      • but it should be governed by the board
      • exception is the Board CoC issue
      • CoC board members cannot intervene in that case
      • those involved in CoC issues must come forward voluntarily to avoid the issue
      • way to clarify to some extent which cases are basically applicable
      • avoid uncertainty

lunch break at 1335 till 1500

  • [REDACTED: 18 lines of sensitive legal discussion]

  • AB meetings (15:44 CET)

    • little feedback/input from AB members
    • proposal: joint townhall of trustees and spnsors
  • trademark licenses (16:00 - 16:21 CET, only new board [Eike, Laszlo, Björn, Simon, Eliane-remote, Florian, Stephan]

    • explaining the issue (Florian)
    • tenders connected to this
  • administrative stuff (16:35 CET)

    • bank access
    • tax declaration 2023
    • at least VAT
    • [REDACTED: seven lines of sensitive legal discussion]
  • organization and structure (16:49 CET)

    • representation by deputy board members
    • former areas of oversight
    • review Rules of Procedures, RoP
    • get some advise here for redoing them
    • AoO worked well where board members were actively involved
    • current board tried another approach w resolving AoO
    • perhaps useful to set up temporarily a ml “new board”
    • in person meeting in week of March 11 ?
    • propose chair and dep chair via ml
    • having more focused agendas
    • must have discussions
    • focus discussions and paperwork
    • purpose of meetings: discuss and then decide
    • make transparent the process leading to the decision
  • processes and tools (17:17 CET)

    • templates
    • Uwe’s onboarding workshop
    • controversial debate about which information publicly exposed
    • avoid further erosion of trust, confusion
    • no abuse of being ‘legal’ to keep things hidden
  • votes (17:30 CET)

    • do via board ml
    • ESC procedure
    • two Declarations of Intent
    • controversial debate wrt “seek independent expert opinion on TM and tender contract issues and potential damages”

meeting ends at 17:57 CET