[private MINUTES] 2024-03-11

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 2024-03-11 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.

Minutes of a meeting of the Board of Directors of The Document Foundation held 2024-03-11 via online conference (TDF Jitsi)

  • Session chair: Eliane Domingos de Sousa
  • Minutes are based on notes taken by: Florian Effenberger
  • Minutes: Simon Phipps

In the call:

  • Board - Eliane Domingos de Sousa (Chairperson), Simon Phipps (Deputy Chairperson), Eike Rathke, Sophie Gautier, László Németh, Italo Vignoli, Bjoern Michaelsen
  • Board deputies - Mike Saunders, Osvaldo Gervasi, Paolo Vecchi
  • Membership committee - Marina Latini (Chairperson), Gabriele Ponzo [joined later]
  • Membership committee substitutes - Shinji Enoki
  • Team - Florian Effenberger (Executive Director), Stephan Ficht (Administrative Assistant)
  • Trustees - Andreas, Thorsten Behrens

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

The board waived 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 was quorate. Motions could be passed with the agreement of a simple majority of those remaining present. The majority threshold was 4.

The meeting commenced at 17:05 UTC (18:05 Berlin time).

Public Section

A1: Update from the new board (Eliane)

The Chair explained that the new Board intends to meet monthly for two hours. The preferred time chosen by Directors is Mondays, 18:00 – 20:00 Berlin time, using Jitsi to enable attendance via mobile phone and with no recordings.
A two-day face-to-face meeting of Directors is anticipated. It was originally planned for the end of March but logistical problems mean it will probably be held in mid-April.
The Board is currently considering the 2024 budget and variety of legal matters as its priorities.

A2: Community Questions

Thorsten asked for a status update on the LibreOffice Conference 2024. Italo replied explaining that the proposal to hold the conference in Portugal had stalled so the team are investigating other options, including Luxemburg and others. Marina suggested SUSE might hold a colocated event if Luxemburg is chosen at the right time.
The public section of the meeting ended at 17:16 UTC (18:16 Berlin time) and the Trustees present left the meeting.

Closed Section

As there were no agenda items in section B (Trustees), the meeting progressed to a closed session also attended by the Membership Committee as observers. The closed session was due to the most urgent matters discussed being of a sensitive commercial/legal nature.

C1: [REDACTED: name of lawyer or law firm] Invoice (Public: Legal Invoice)

A paper was presented by the Chair and Deputy: [REDACTED: board-only link] (public version: Agenda item concerning Legal Invoice - #2 by drodriguez)

[REDACTED: ongoing legal topic]

(Public: An invoice in need of urgent payment needed discussion by the Board since it arose from disputed matters under the previous Board.)

It was RESOLVED by a majority vote that TDF instructs and empowers the Executive Director to pay [REDACTED: name of lawyer or law firm] (public: the law firm) €8160.00 + VAT in full and final settlement of the invoice ([REDACTED: invoice number]) and attach a message to the remittance advice stating “This payment represents the full and final settlement of all outstanding costs owed by TDF to [REDACTED: name of lawyer or law firm] (public: the law firm).” and that the public minute may redact commercially-sensitive elements and be delayed until the Board confirms the matter is resolved.

For: Simon, Italo, Laszlo, Eike, Bjoern; Against: Eliane, Sophie; Deputies Osvaldo, Paolo and Mike do not support the motion

C2: Budget Progression

The Executive Director proposed three motions progressing the creation and approval of TDF’s budget for 2024. Supporting paper & motions: [REDACTED: board-only link] (public version: Budget 2024 draft - #3 by floeff and Motion Concerning Budget 2024)
It was noted that in addition to approving a budget TDF needs to complete creation of a procurement policy and resume tenders.
It was RESOLVED that the board invites the MC, the team, the members, the ESC and the community to make concrete proposals for items to include in the budget for 2024. These proposals should be submitted to the Executive Director no later than for consideration at the Board face-to-face meeting.
It was also RESOLVED that the board currently works under the assumption that the budget draft from [REDACTED: board-only link] (public: [DECISION] - Approve 2023 annual budget and reserves) is applied until a different motion has been formed.
It was further RESOLVED that the current Budget draft should be published to the members and the general public as soon as possible, possibly in a slightly redacted form.

Voting: All three motions were approved unanimously.

C3: Review of compensation agreements

The Executive Director proposed a motion approving progression of the review of compensation agreements. Supporting paper & motion: [REDACTED: board-only link] (public version Motion Concerning Staff Compensation and Contractual Parameters)
It was RESOLVED that the Board tasks its Executive Director to work with existing legal counsel and tax advise to review compensations and contractual parameters for staff, to make proposals to the board. ([REDACTED: sensitive legal topic]) Reserve a budget of 5.000 € for needed counsel.

Voting: Sophie, Italo, Eliane and Mike all abstained due to related interests. The remaining directors and deputies approved the motion unanimously.

C4: Agenda Workflow

The chair, deputy and executive director shared a draft of the process they followed to create this agenda. No motion was proposed but the approach will be evolved and suggestions for improvement are welcome. ([REDACTED: board-only link])

C5: Form Staffing Committee

The Chair and Deputy proposed creation of a Staffing and Compensation Committee so that HR-related matters can be handled confidentially and without involving Board members with related interests until it becomes essential for them to be involved. ([REDACTED: board-only link])
The proposal was briefly discussed. Directors agreed to collaborate to improve the proposal and bring it to the next meeting.

D: Last-minute and future business

  1. The next meeting will tentatively be held Monday 8 April 2024 at 18:00 Berlin (1600 UTC). Note the daylight savings changes!
  2. A date will be identified for the face-to-face meeting, perhaps in week 17 and perhaps in Paris or Munich.
  3. A question from Eyal needs a reply. Florian will attend to it.

The meeting ended at 19:08 UTC (20:08 Berlin time).

Once again I caution readers that these notes are not an accurate reflection of the full meeting. For example, in item C1, the board actually all agreed by consensus that payment should be made, and then held a straw poll to work out the amount to pay. The vote recorded merely reflects the result of that straw poll and the formal vote confirming it which followed.

Given that those minutes are more than a year old now, but the disclaimers (that those minutes do not necessarily reflect accurately what was discussed) continue up until very recent minutes - is there board consensus that this should be rectified? And if not, why are apparently incomplete / incorrect minutes still being published?

The minutes represent a very brief summary of the meeting and also omit the part of the discussion where elements showing that the motion presented to pay the invoice in full was in many parts outdated and incorrect.

The matter has been discussed internally at the time but the then majority did not see the necessity of reviewing their decision taking in consideration the new information received. Only recently, due to an evolving legal landscape, a board decision confirmed that that previous decision was incorrect and steps are being taken to correct the issue.

The minutes are available to all board members in Nextcloud and live during the meeting in the pad. Their to-be-published form is also sent to all directors before. There is no agreement currently that board minutes need to be explicitly approved, nor do the statutes ask for that.

The disclaimer does not say the minutes do not necessarily reflect accurately what was discussed, it says something different.

I am not aware of any approval process from the previous board, neither I am aware how it was ensured that minutes were published in time and with all directors agreeing to the content.