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 2024-04-08 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.
Date: Monday, April 8, 2024
Location: Jitsi
Session chair: Eliane Domingos de Sousa
Keeper of the minutes: Stephan Ficht (unanimously accepted by all participants)
In the call:
- Simon Phipps (Deputy Chairperson), Sophie Gautier (Member of the Board), Bjoern Michaelsen (Member of the Board), Eliane Domingos (Chairperson), 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), Shinji Enoki (Membership Committee), Christian Lohmaier (TDF staff)
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 16:03 UTC (18:03 Berlin time).
PUBLIC SECTION
The new Board of Directors provided an update on its activities. Sophie expressed her wish to have more discussions in public and with more transparency, while Florian noted that motions are getting quite extensive. Italo noted that the Board should only disclose what makes sense to disclose.
Simon pointed to some items missing from the former Board, while Sophie noted that several motions could be drafted in public. Simon said that the Board needs privacy, otherwise there is a risk of people organising their own private meetings for certain matters. Eliane said she supports Sophie’s view on transparency and wants to hear more what the community says. Laszlo said he supports Simon’s position, and the Board needs to define what is private.
Simon then proposed adding all the decisions taken since the last meeting to the minutes as “noted”. Florian said he will take a look, but noted that administration of that gets quite excessive, so we need to see if we can automate it.
There were no questions from the community.
Then the Board discussed the budget status and proposed items. This was the last opportunity to bring budget item proposals to the board.
Florian noted that the budget should be concluded soon, and Italo noted that the last updates were received a couple of months ago. Florian said that the date of the start of the budget is January 1st, and Simon suggested having a vote by the end of April. Florian proposed to bring it to the next Board meeting in May.
The next topic was forming a staffing committee, with the initial proposal to create a board sub-committee with delegated authority to deal with all HR-related matters.
Supporting paper and motion: [REDACTED: board-only link]
Simon noted that an ongoing issue is that the Board is responsible for all HR matters, and it’s better to send some things to not all Board members, but rather have a staffing committee. Usually staffing matters are deferred to the Executive Director in other organisations.
Eliane expressed her wish that all directors are involved, and that members with a conflict of interest should abstain. Bjoern described a complicated situation for staff members in the Board, which need to decide if they want to read certain messages or not, which they can only when they read it.
Eike said it is necessary to have a communication channel for HR matters, excluding staff members. Bjoern proposed to read the FSFE statutes as they make clear how they deal with staff on the board. Eliane noted that there was still no consensus on this topic, and Simon suggested evolving the topic further until the next meeting.
Public section ends at 16:55 UTC (18:55 Berlin time).
TRUSTEES/MEMBERS-ONLY SECTION
Nothing for this meeting.
BOARD AND MEMBERSHIP COMMITTEE-ONLY SECTION
As there were no agenda items in the Trustees/Members-Only section, 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.
Proposed motions to vote
(C1. shifted to public)
Proposed motions to discuss
D1. Motion Concerning trademarks and app stores
Proposed by Simon Phipps 2024-03-04
Supporting paper and motion: [REDACTED: board-only link]
Proposed by Paolo Vecchi 2024-03-28
Supporting paper and motion: [REDACTED: board-only link]
[REDACTED: ongoing legal topic]
D2. Motion to approve the board agenda process
Proposed by Paolo Vecchi 2024-03-28
Supporting paper and motion: [REDACTED: board-only link]
- extention of Simon’s proposal (Paolo)
- include also deputies
- providing correct inforamtion in the motion
- validate them
- were discussed with me (Simon)
- are in early stages
- see what works first
- paper was ready to vote
- doc was proposed by Simon (Paolo)
- just added some items to reach consensus
- Paolo’S document is hostile to my one (Simon)
- avoid a document for further obstruction
- followed our way to right proposals in the .md file
D3. Motion concerning improving the documentation of efforts of staff being towards tax-privileged purposes
Proposed by Bjoern Michaelsen 2024-03-28
Supporting paper and motion: [REDACTED: board-only link]
[REDACTED: sensitive legal discussion]
D4. Motion concerning extending documentation of time spent by employees and freelancers
Proposed by Bjoern Michaelsen 2024-03-28
Supporting paper and motion: [REDACTED: board-only link]
- see above D3
D5. Motion to complete the procurement policy
Proposed by Paolo Vecchi 2024-03-29
Supporting paper and motion: [REDACTED: board-only link]
- we have to carry on with this items (Paolo)
- proposal from ESC having impact on budget
- had exchange w [REDACTED: name of lawyer or law firm] (Italo)
- procurement policy well written but does not fit for TDF
- excluding number of bidders
- [REDACTED: name of company] and [REDACTED: name of company] woould not be able to tender
- currently no way because Col or all devs are involved
- decouple or we are back to current NO tender
- dormant for some time (Simon)
- need to reengage and define what we want and not what some former board mebers want
- need to clarify the situation (Paolo)
- policy wants arm-lenght for all potential bidders
- not blocking no one
- heard assumption to not tender this year (Florian)
- couple of sentences have to be clarified (Italo)
- reality is most sen devs are with [REDACTED: name of company] or [REDACTED: name of company]
- that would block tendering
- need for clarification
- does not lead in blocking
D6. Motion for implementing measures for CRA compliance
Proposed by Paolo Vecchi 2024-03-30
Supporting paper and motion: [REDACTED: board-only link]
- skipped
The Board and MC only section of the meeting ends at 18:06 UTC (20:06 Berlin time).
Next meeting:
- informal meeting tentatively Monday, April 22, 1800-1900 Berlin time (1600-1700 UTC)
- formal meeting tentatively Monday, May 6, 1800-2000 Berlin time (1600-1800 UTC)
The meeting ended at 18:06 UTC (20:06 Berlin time).