[private MINUTES] 2024-06-03

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 2024-06-03 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 2024-06-03
Call Minutes

Date: Monday, June 3, 2024
Location: Jitsi

Session chair: Eliane Domingos de Sousa
Keeper of the minutes: Stephan Ficht (unanimously accepted by all participants)

In the call:

  • Eike Rathke (Member of the Board), Italo Vignoli (Member of the Board), Sophie Gautier (Member of the Board), Eliane Domingos de Sousa (Chairperson), Laszlo Nemeth (Member of the Board), Simon Phipps (Deputy Chairperson), Osvaldo Gervasi (Member of the Board)
  • Mike Saunders (Deputy Member of the Board), Paolo Vecchi (Deputy Member of the Board)
  • Shinji Enoki (Membership Committee, substitute)
  • TDF Team: Heiko Tietze (UX Designer), Florian Effenberger (Executive Director), Stephan Ficht (Administrative Assistant)
  • Community: Justin Luth, Andreas Mantke, Dennis Rozcek

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 commenced at 16:04 UTC (18:04 Berlin time).

PUBLIC SECTION

A1. Questions and answers from the community

Stephan asked about the resignation of Board member Bjoern. Eliane said she was sorry to hear about his resignation, and doesn’t have any details. Laszlo was surprised too. Heiko raised Thorsten Behrens’ mailing list question about the audit, and Florian said that he had already replied.

A2. Status update from the Board

The Board briefly discussed the upcoming in-person meeting in Munich, confirmed that planning for the LibreOffice Conference is on-track, and welcomed Osvaldo as a full Board member.

A3. Planning of regular community sessions

Sophie talked about planning a session to talk to the community, which was also an idea from Simon, and said that a schedule would have to be adapted for the convenience of different communities. Mike said he will suggest something to the German-speaking community, although Florian noted that the community has become rather dormant.

Eliane talked about weekly meetings of the Brazilian community, going on for three years, and Simon said it’s important to reach out to developers too, like having a “town-hall” meeting" for developers.

A4. Update on tenders and growth of ecosystem

Italo said that the Board has to solve the issue of completing the tender regulations policy. Paolo suggested mandating [REDACTED: name of lawyer or law firm] to complete the policy, while Florian described some blockers from the last Board, related to the budget. Simon said the Board needs to allocate time to it and clearly document the remaining issues. Italo said he had talked to [REDACTED: name of lawyer or law firm] about his doubts, and that [REDACTED: name of lawyer or law firm] should point the Board to the most important documents to be prepared for the Munich meeting. Osvaldo agreed with Italo.

A5. Update on the budget

Florian said there is a draft budget, inherited from the last Board’s budget which was voted on on December 31 2023. Eliane suggested having a budget for the Latin American LibreOffice community.

A6. Status update on the LibreOffice Conference

Sophie thanked Paolo for working on the organisation, and Italo on the marketing, hotel and catering. Paolo described how he is connecting with sponsors and supporters, and described the location.

A7. Translation of meeting minutes

Eliane said that translating Board meeting minutes would encourage more people to get involved with TDF’s projects. Sophie agreed that it’s important, but it takes time to find people among local communities. Florian said it would be a gateway to getting more information out to people, to spark more participation. Italo suggested looking into DeepL corporate accounts to help with translations.

A8. Status update from the project, the ecosystem and the team

Sophie and Florian provided a schedule for the upcoming in-person team meeting in Munich.

A9. First anonymous community survey on board work, TDF and LibreOffice

Heiko described a survey from years ago, and Sophie asked if a multilingual version would be possible, saying she will work with Heiko on it, who added that a good survey starts with good questions.

BOARD AND MEMBERSHIP COMMITTEE-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.

B1. Open informal calls to the public (10 minutes)

  • open it to have more and direct feedback (Eliane)
    • don’t like to hear about missing transparency
  • these calls are not known (Sophie)
  • completely support the initiative (Osvaldo)
  • consider how to handle it (Florian)
  • board of directors need private/safe discussion (Simon)
    • that was part of the informal meetings
    • board is elected to take decision
    • is not a public forum
  • excellent idea to have more public calls (Paolo)
    • share publicly what we are doing
    • coming from a difficult period in the past
    • opportunity follow our work in a more open way
  • should decide on case by case basis (Eike)
    • possibility to keep privacy
  • how to solve some stating that there is no transparency (Eliane)
    • [REDACTED: name of community member] not interpreting the statutes correctly (Simon)
    • statutes do not oblige us to publish
    • transparency could risk people to stop discuss openly
    • agree to [REDACTED: name of community member] but w a footnote
  • maybe was the opposite in the past (Florian)
    • explain why/when a private space is needed
  • [REDACTED: name of community member] showing dislike during last joined meeting (Laszlo)
    • dislike abuse of jitsi features
    • more loud suspicious people
    • risk of danger when sharing too much
  • very strong comments but maybe reasons to do so (People)
    • from what happend in the past that conclusion is understandable
    • having privacy to make evolving ideas
  • will change this situation about transparency (Eliane)
  • difficult to write minutes of meetings (Simon)
    • failure of the previous board to have stopped publishing minutes
    • proposal to publish at least decisions taken
  • interesting and challenging minutes in the board ([REDACTED])
    • [REDACTED: sensitive HR topic]
    • act more transparent
    • need much more discussion and then come to motions
    • work and investemnt of directors should more communicated
    • kind of extra mile wrt former board
  • should stop 4h meetings per month (Simon)
    • 6 months of minutes missing
  • no need to discuss statutes but worth a lot more to publish (Florian)
  • serious signs to disrespectful behavior of [REDACTED: name of community member] (Laszlo)
    • see e.g. [REDACTED: name of community member]'s kind of conspiracy behavior wrt to RTL dev thing
  • let’s lead by example (Paolo)
    • clear out decisions of last six months
    • quite probelmatic decisions in the near past
    • some decisions need at least to be checked in the light of legal
  • many things in the past board took place behind closed curtains (Florian)
    • not even knowing about meetings sparks unpleasant questions
    • try to find a feasable way out
  • I am shure having [REDACTED: name of community member] here would stop having informal meetings (Simon)
  • statutes require only one formal meeting a year (Simon)
  • specific needs for that formal meeting (Florian)
    • let’s try to have next regular bod meeting on 1st July

B2. Legal calls (15 minutes)

  • not exactly clear what to do from now on (Sophie)
  • sent an email about it (Eliane)
  • important to have calls w lawyers (Simon)
    • had nothing prepared and Eliane was not able to lead the call
    • important to know in advance we talk about
  • need of more organized call having with [REDACTED: name of lawyers or law firms] (Paolo)
    • avoid repeating again and again the same q.s
    • useful for the whole board
  • [REDACTED: name of lawyer or law firm] happy to answer q.'s by email (Simon)
    • perhaps a better way to interact w [REDACTED: name of lawyer or law firm]
  • prepared call is much more understandable (Sophie)
    • e.g. wrt trademarks
  • let’s try to organize sth (Eliane)
  • [REDACTED: name of lawyer or law firm] prefers not to do spontaneous statements but prepared on’s (Simon)
  • some answers still missing (Paolo)
  • clarify wether [REDACTED: name of lawyer or law firm] is aware of trademark probs (Simon)
    • [REDACTED: name of lawyer or law firm] sent answers to Florian
  • some misunderstanding because of missing information (Italo)
    • wrt [REDACTED: name of company] website
    • situation different wrt app stores
    • [REDACTED: name of company] never has been available for discussions
    • need consistend communication
  • list of questions only answered partially (Paolo)
    • legal issue remaining
    • not influenced marcomm plan
    • relations w LibreOffice Enterprise
    • but not allowed to use it for [REDACTED: name of company]/[REDACTED: name of company]
    • lowing down LibreOffice is a clear issue
  • enterprise term is dedicated to biggest code contributors (Laszlo)
    • was known for [REDACTED: name of company], [REDACTED: name of company], [REDACTED: name of company], [REDACTED: name of company]
    • was clear for code contributors
  • not agree w Paolo’s statement (Italo)
    • from a marketing POV saying LibreOffice Enterprise means only to be one of LO versions
    • boards have ignored my advise on this
    • tax situation in Germany
    • is the only one worldwide with specific situation
    • have to find a way wrt tangibles
    • intangibles can have any value
    • all trademark is not an easy topic
    • satisfy ecosystem is important to attract/widen ecosystem partners
    • fair discussion is a better solution than sent unappropiate letters
  • need to find a proper environment (Florian)
    • ask [REDACTED: name of lawyer or law firm] to be available for a call
    • ask have [REDACTED: name of lawyers or law firms] to be available too
  • asking for German articles of the respective law (Italo)
  • pushing this to a side (Simon)
  • unjustified reaction of [REDACTED: name of community member] (Paolo)
  • thank you all for this productive meeting (Eliane)

ends at 18:26 / 20:26 Berlin time

Florian to

  1. ask [REDACTED: name of lawyer or law firm] for availability for a call with full board
  2. ask [REDACTED: name of lawyers or law firms] for the same, to discuss the next steps to approach the companies
  3. ask Mike and/or tax advise for German regulations wrt. tax law and trademarks

B3. Review of pending motions (10 minutes)

Next meetings:
formal meeting: Monday, July 1, 1800-2000 Berlin time (1600-1800 UTC)

The meeting ended at 18:26 UTC (20:26 Berlin time).