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 2024-05-06 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 2024-05-06
Call Minutes
Date: Monday, May 6, 2024
Location: Jitsi
Session chair: Simon Phipps
Keeper of the minutes: Stephan Ficht (unanimously accepted by all participants)
In the call:
- Eliane Domingos (Chairperson), Simon Phipps (Deputy Chairperson), Sophie Gautier (Member of the Board), László Németh (Member of the Board), Eike Rathke (Member of the Board), Bjoern Michaelsen (Member of the Board), Italo Vignoli (Member of the Board - joined at 16:14 UTC)
- Mike Saunders (Deputy Member of the Board), Paolo Vecchi (Deputy Member of the Board)
- Florian Effenberger (Executive Director), Stephan Ficht (Administrative Assistant)
- [REDACTED: name of lawyers or law firms]
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 6 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.
Eliane asked Simon to chair today’s board meeting.
The meeting commenced at 16:00 UTC (18:00 Berlin time).
No conflict of interest was expressed from any directors.
PUBLIC SECTION
There were no questions from the community.
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.
C1. Call with [REDACTED: name of lawyers or law firms] (60 minutes)
<Privileged discussion with legal counsel, thus not minuted>
17:17 UTC / 19:17 Berlin
Last-minute item: In-person board meeting (5 minutes)
[REDACTED: board-only poll URL]
- current majority is exactly week of team meeting in Munich (Florian)
- may be a joint meeting BoD-team
- July
- may 28-29 in Munich?
- have to apply for vacation, will work (Bjoern)
- prefer week of team meeting (Eliane)
- maybe that needs to shuffle schedule (Italo)
- proposal: monday BoD only, tuesday BoD+team
- this idea has some advantages (Florian)
AI Stephan to check rooms
C2. Status of the budget, TDF ideas and strategy (30 minutes)
- not many projects yet (Florian)
- we all/TDF too dormant
- responsibility to spend donors money (Simon)
- some kind of ‘artificial’ budget in the past
- e.g. income of 2024 to be spent till 2026 (Florian)
- previous tenders dissolved
- not enough grassroots actions/projects
- make a technical adjustement to the budget (Simon)
- was going w the real numbers (Florian)
- look deeper in the procurement policy to restart tendering
- ETA july/august
- seems we need a lot of hackfests (Bjoern)
- go more liberal in community events (Italo)
- find geography were it is more needed
- Asia, India
- just an interim measure
- linked with a comm strategy
- e.g. hackfest as a precondition for sponsoring community events
- trainers is a mssing point (Paolo)
- LO training courses
- be cautious w trainers (Bjoern)
- trainers seeking commercial opportunities
- trainers needed e.g. for education sector (Paolo)
- review tenders list (Florian)
- brainstorming quite challenging
- people exhausted and tired
- perhaps a topic for team meeting too
- find/define ‘neutral’ tenders (Simon)
- 4 weeks lead time wrt ESC (Florian)
- procurement policy and processes (Paolo)
- show sth to the supervisory authority
- maybe closer to achieving (Florian)
- procurement policy is in a good shape (Italo)
- many involvement nevertheless
- external committee
- will help us wrt new instances to avoid coI
- fine with [REDACTED: name of lawyer or law firm] work
- with a little topping
- external committee to validate (Paolo)
- if input is purely technical no risk of CoI
- timescale to allow us to spend money (Simon)
- go elsewhere to spend the money while procurement policy not clear
- add ~20k (Paolo)
- maybe we dont need as much (Florian)
Florian in the chat:
- enhance some budgets (eg conference)
- prioritize procurement policy and assess some tenders that are still relevant (and doable)
- start heavy brainstorming internally (board, MC, team) for good project proposals
- the latter might indeed ask for an in-person meeting to get into the proper mood (people are burned/exhausted…)
- probably even without lots of agenda
- probably with board and team together
- possible options are events, conferences, hackfests
- is also quite motivating and encouraging
- donate ~75k w some organizations (e.g. Matrix, etc.) Simon
- inflate budget here
- will check w tax advise (Florian)
Supporting material: [REDACTED: board-only URL]
Pending items from the last meetings to discuss
- below skipped to May 20 informal BoD meeting
D1. Form Staffing Committee
Summary: 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 URL]
D2. Motion Concerning trademarks and app stores
Proposed by Simon Phipps 2024-03-04
Supporting paper and motion: [REDACTED: board-only URL]
Proposed by Paolo Vecchi 2024-03-28
Supporting paper and motion: [REDACTED: board-only URL]
D3. Motion to approve the board agenda process
Proposed by Paolo Vecchi 2024-03-28
Supporting paper and motion: [REDACTED: board-only URL]
D4. 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 URL]
D5. 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 URL]
D6. Motion to complete the procurement policy
Proposed by Paolo Vecchi 2024-03-29
Supporting paper and motion: [REDACTED: board-only URL]
D7. Motion for implementing measures for CRA compliance
Proposed by Paolo Vecchi 2024-03-30
Supporting paper and motion: [REDACTED: board-only URL]
Board and MC-only section ends 17:58 UTC (19:58 Berlin time).
Next meeting:
- informal meeting: Monday, May 20, would be Pentecost Monday (a public holiday)
- formal meeting tentatively Monday, June 3, 1800-2000 Berlin time (1600-1800 UTC)
The meeting ended at 17:58 UTC (19:48 Berlin time).