[private MINUTES] 2024-02-19

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 2024-02-19 meeting of the current 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 current 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 board. Some of these minutes, or parts of these, might have been previously made available to the trustees already.

The Document Foundation
Board of Directors Meeting 2024-02-19
Call Minutes

Date: Monday, February 19, 2024
Location: BigBlueButton

Session chair: Florian Effenberger (unanimously accepted by all participants)
Keeper of the minutes: Stephan Ficht (unanimously accepted by all participants)

In the call:

Simon Phipps (Member of the Board), Sophie Gautier (Member of the Board), Bjoern Michaelsen (Member of the Board), Eliane Domingos (Member of the Board), Eike Rathke (Member of the Board), László Németh (Member of the Board), Italo Vignoli (Member of the Board)
Osvaldo Gervasi (Deputy Member of the Board), Paolo Vecchi (Deputy Member of the Board), Mike Saunders (Deputy Member of the Board)
Florian Effenberger (Executive Director), Stephan Ficht (Administrative Assistant)

Excused: Nobody
Representation: None

The Board of Directors at the time of the call consists of 7 seat holders without deputies. In order to be quorate, the call needs to have 1/2 of the Board of Directors members, which gives 4. A total of 7 Board of Directors members are attending the call.

The board waives all formal statutory requirements, or requirements in the foundations articles, or other requirements regarding form and invitation, time limits, and for the topics discussed in this meeting.

The call is quorate. From now on, motions can be passed with the agreement of a simple majority of those remaining present. The majority threshold is currently 4.

The meeting commences at 17:09 UTC (18:09 Berlin time).

Vote: Election of Chairperson and Deputy Chairperson

Proposal (proposed by Simon Phipps):
Elect Eliane Domingos de Sousa as Chairperson and Simon Phipps as Deputy Chairperson

Vote for proposal:
Approve: Simon Phipps, Sophie Gautier, Bjoern Michaelsen, Eliane Domingos, Eike Rathke, László Németh, Italo Vignoli; Deputies Osvaldo Gervasi, Paolo Vecchi and Mike Saunders support this.
Disapprove: None.

Decision: Proposal is accepted - Eliane Domingos de Sousa as Chairperson and Simon Phipps as Deputy Chairperson
Eliane Domingos de Sousa accepts the role
Simon Phipps accepts the role

At 17:17 UTC (18:17 CET) Simon Phipps took the chair (due to technical issues at Eliane’s end)

Following chair elections, Bjoern proposed and it was generally agreed that the Board reconfirm chair roles in one year. Eliane and Simon are fine to step down in case in one year no reconfirmation of their role happens.

The Board were reminded of housekeeping tasks, including checking their biography on the website: Board of Directors — The Document Foundation and ensuring mail signatures and representation statements were considered.

The Board discussed the possibility of an in-person meeting in the near future and there was consensus to aim to do so. Action: Florian to run poll.

The Board discussed the timing and cadence for future meetings. The goal of having longer monthly meetings was considered. Simon requested that future meetings have stronger structure (agenda only of motions with supporting papers, a one week advance cut-off for items). Consensus to still reserve a slot every two weeks and aim to use only one per month. Action: Florian to run poll on which weekday to hold meetings.

There was consensus that if possible the Board shall reverting to Jitsi for calls.

The meeting ended at 17:51 UTC / 18:51 Berlin time.

Florian Effenberger (Session chair)
Stephan Ficht (Keeper of the minutes)