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 2024-11-25 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.
Board Meeting Notes
Monday, November 25, 2024
18:00 Berlin time (17:00 UTC)
Participants:
- Board - Eliane, Sophie, Osvaldo, Paolo, Laszlo, Italo, Simon (joined 18:48 Berlin time)
- Board Deputies - Mike
- MC - Jona (joined 19:08 Berlin time)
- MC Substitute - Andreas, Shinji (joined 18:10 Berlin time)
- Team - Florian, MichaelW, Guilhem, Ilmari (joined 18:19 Berlin time)
- Community - Dione, Dennis, Justin, Gladys, Regis, Michael, Thorsten
Regrets from Simon
Representation: None (Simon did not nominate representative)
7 board members, 6 participants, need 4 for quorum
Simple majority now: 4 votes
Agenda:
Public section
Questions from the community (all) - 10 minutes
- BoD rules of procedure, § 11.2 (Michael)
Michael Meeks: Does the pub see the rules of procedure as normative, and how does it work with 11.1, where TDF employees are barred from taking office?
Florian: I don’t get what the problem is. Concerned about other interactions with Michael on tdf-internal list.
Michael: Eliane has mentioned rules as normative and using 11.2 to overturn election results, so what about 11.1.
Italo: I’m not prepared to answer.
Michael: These are questions asked on the lists by trustees. It would be good to answer the questions.
Thorsten: Echo that, since there was some response. I want to raise the same question and ask if the Board can look at the growing list of questions on the internal list and board-discuss, also given there are some town-hall meetings coming up.
Italo: Not prepared to answer without studying the topic.
[NOTE: In a subsequent townhall meeting the question has been answered by Paolo:
“Thanks for raising the question again Michael and for reminding us that 11.1 should be removed from the ROP as the Statutes, where no such limitation exist, prevail on the ROP so that rule is to be considered null and void.”]
Michael: Extroadinary action taken. Does the Board believe there is any constraint on its ability to appoint or disqualify people based on perceived CoI?
Italo: I’ve seen completely misleading messages about the topic when it was clearly explained it’s not about CoI in my post.
Michael: Looking at the future here. Does the Board believe it has the power to exclude anyone going ahead?
Italo: I’ve already explained clearly in one message, what is my opinion, so not worth going again. I accept the fact that other people may have a different opinion. I wrote about an extraordinary decision, not something I would like to see in the future repeated. I would like to hope such decisions aren’t repeated in the future. It doesn’t help frictions but if you believe in what you are doing. OTOH I think we are working and it’s not easy and takes time to reduce frictions. Some communications on board-discuss are trying to reduce frictions.
Michael: Another Q: the procurement policy was published recently. Has this been approved and signed off on by a German certified and insured legal specialist? To provide a determination that it is in fact safe?
Italo: It has been drafted by [REDACTED: name of lawyer or law firm]. Already a version 1.1 ready to discuss which includes some of the comments, not everything as there are other comments after we edited the text. We are committed in having a final policy which is satisfactory for everyone, for TDF, ecosystem companies and individuals. Will take a while, as it’s a complex documents. The sum of the two documents makes it even more complex. Will work on targeting version 2 immediately after 1.1, as we want a wide participation in tenders, with TDF and companies on the safe side. What happens in terms of tenders should not have impact on TDF and companies. Want a situation where everyone is happy. There will be steps. We are not lawyers and trying to prepare a legal document takes time. When the policy is final it will be a document that everyone can follow without being unhapy.
Michael: [REDACTED: name of lawyer or law firm] is talented, but I want to know if he can give legal advice in the jurisiction of Germany? Having a German legal expert would be ideal?
Italo: When we get to a document that we consider final, which I will consider version 2, we will make sure it is reviewed by a German lawyer. But we are close to having a policy we can use for some tenders, better than having no tenders.
Sophie: I’ve read comments from Italo and Paolo and Florian. On “affiliate” I want to add a clarification of the definition. Concerning conflicted members I would add staff + MC. Third thing was a technical evaluation pannel - I would add staff and not just TDF employees. Nothing more from my side.
Procurement policy (Sophie) - 20 minutes
Per diem (Florian) - 15 minutes
Florian: Admin topic. Per diem is daily allowance, most countries have rules. If you are travelling as a volunteer or employee there is a flat fee to cover food and drinks. Not a problem in the past but with inflation questions came up, and we don’t have it regulated yet.
A couple of requests were denied recently so we need a clear rule to handle it. When we pay it, we need to have a document to assess what was included. Sums, can go as high as €60/day like in expensive places Luxembourg, so over a few days it could match someone’s flight.
So in favour to have it as exception, like students going to high price countries or where currency conversion is problem. I think paying for those who must be there (eg board + MC + team) could be unfair.
Sophie: Has to be exceptional, otherwise we run into high administrative and budget costs. So an exception for students coming far. Prefer inviting more people to events rather than using the budget for per diem.
Florian: Tax-wise there should be no problem if we follow the rules, but it’s more about the costs and what to communicate. Need to update the travel refund programme (policy) to cover it.
Italo: Even if we consider it as extraordinary, we should provide rules to avoid discussions. Refer to international statistics to make the topic uncontroversial. If it’s on a case-by-case basis it becomes difficult to manage.
Mike Saunders: Would also prefer to use budget to invite people.
Dionne: Does this need to be taken on the basis of which country the person comes from? Or could that just be part of a wider set of criteria for people who are on a low income can apply to the Board and fill out a form, explaining how they need a certain criteria so that the Board decides that they need assistance?
Florian: German rules: upper limit depends on where you are travelling, not on where you are coming from. https://www.bundesfinanzministerium.de/Content/DE/Downloads/BMF_Schreiben/Steuerarten/Lohnsteuer/2023-11-21-steuerliche-behandlung-reisekosten-reisekostenverguetungen-2024.pdf?__blob=publicationFile&v=1 - So Austria is €50 day, which is a lot when coming from Germany. If people are in favour of having a strict policy, we should define criteria. Will take until at least Christmas to get a policy, so until then do it case-by-case basis.
Michael: Have little sympathy for not paying per diem for staff. Should be encouraging people to come to conferences. But understand the admin.
Florian: More about the costs. Would you pay every attendee or just staff? Feels odd if volunteers don’t get it but staff do.
Michael: I would offer it to everyone and see who applies. A good use of our money, tax-deductible.
Thorsten: Would also encourage participation, whichever way works. If you get breakfast and lunch and dinner already then per diem is zero. That lowers the administration.
Florian: Willing to give it a test-drive for FOSDEM, but need to identify group - stand personal, devroom?
Gladys: Another thought would be to pay for the travel, but not for the hotel, to save some money. People organising conference have to be on-site, they need to be there, but others could book hotels themselves unless there are exceptions for people who really cannot - address this when people are being invited.
Florian: If we don’t pay hotel it would discourage people, less people participating.
Training course for members of bodies and/or candidates (Florian) - 15 minutes
Florian: Topic that has been proposed a few times. Had in the past some sort of small training for new Board members. Should establish it as a tradition for new members of Board + MC and also interested candidates. Cover admin and fiscal aspects of non-profit, and social how to interact. We have a lot of material at hand already so not sure if we need someone external to prepare it. Raise hands to show interest in Jitsi.
Paolo: I think it should be mandatory for members of TDF’s bodies to be trained on what rules they should be following.
(Dionne and Gladys raised hands to show interest.)
Some references:
Simon Phipps joined at 18:50
Italo: Even if we don’t have a specific induction for new people, having a couple of meetings about rules would not be a bad idea. Many people missing info on the history of the project, legal situation with German authorities. Can be something interesting even if not specific for elections.
Last minute: FOSDEM meeting planning
- Joint meeting BoD+MC+team Monday 3rd
- Board-only Tuesday 4th
- No hackfest
Trustee/members-only section
Nothing for this meeting.
Board and MC only section
Last minute: BugZilla contract (Florian) - 5 minutes
Florian: Summary: in 2023, made contract with [REDACTED] for release of Bugzilla 6.0. Should have been delivered last year or early 2024, and there were delays and delays. We want this project to be done and unlikely anyone else can do it, but [REDACTED: sensitive statement]. Artefact of the post-tendering issues: [REDACTED] needs to pay back if fails to deliver. OTOH he has delivered more than half.
Ilmari: There were 8 deliverable items of various size and he has done the vast majority. Down to the upgrade process. He’s holding the money in escrow and can’t use it.
Florian: Proposal is acceptance for what he has done so far, so he can spend the money, but with a new deadline and contractual thing to fine him if he doesn’t deliver. Unfreezing some amount is a way out.
Mike: Makes sense
Sophie: Agree
Paolo: Agree
Italo: Not really my topic, but I agree and trust you
Osvaldo: Agree
Laszlo: Agree
Italo’s motions (Italo) - 30 minutes
Italo: Late with some text but working. Have too many things on the desk after the conference, and all the discussions on board-discuss aren’t helping. Still working - [REDACTED: ongoing legal topic]
[REDACTED: 14 lines of ongoing legal topic]
Budget 2025 (Florian and Eliane) - 10 minutes
Florian: should look to the budget for next year, at least for Fosdem. How far we are with the procurement policy. It’s time to reach out to the community, also mention it to the ESC (sophie).
With the audit running it difficult for this year but at least for Fosdem.
Eliane: hire one more developer - LibreOffice hackfes
Paolo: P2P: not a project that could be achieve in a short amount of time and with a good amount of budget.
Eliane: another dev is really needed, for bug fixing and P2P, etc. So many people complaining about development. And we should also have hackfest, for that we need one more dev.
Simon: think about how we are going directing. One other dev will not fix the future of the foundation. Appoint somebody to design and envision and facilitate in that direction for the P2P project. Focus on hiring a product manager first.
Eliane: BR community are asking for P2P. We have issues with [REDACTED: names of companies] but we need to move on. We can’t stay that way doing nothing.
Simon: you need to design the product first, that’s why we put it on the budget.
Paolo: talk to people who could implement there but this not yet feasible. Find the technology first. PM for something that have not a could technology candidate is premature.
Simon: take simple step first. This is the PM role to envision product and technology.
Paolo: the technology is not mature enough, part of the sync is not there. Evaluation of other technology is necessary
Simon: you’re not in a position to evaluate the technology that’s whay we need a PM.
Florian: like the idea of collaborative editing, but there are also millions of further topics we could cover with a dev.
Simon: Paolo doesn’t understand what a PM does. The idea of cancelling what could make this project real is frustrating.
Paolo: there are technologies there and oppportunities, let find them first.
Florian: my goal would be to have budget draft for fosdem, can happen in public (apart from HR). will work on an updated budget.
Eliane would like to propose the next board meeting for December 16
Ok for Italo, Simon, Florian, Osvaldo, Laszlo, Sophie, Paolo, Eliane.