[private MINUTES] 2024-12-16

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 2024-12-16 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 2024-12-16
Call Notes

Date: Monday, December 16, 2024
Location: Jitsi

Session chair: Eliane Domingos de Sousa
Notes for the minutes: Stephan Ficht, Florian Effenberger

In the call:

  • Board - Osvaldo, Eliane, Simon, Paolo, Sophie, László
  • Board deputies - Mike
  • Membership committee - Balázs
  • Membership committee substitutes - Shinji, Andreas
  • Team - Florian, MichaelW, Stephan, cloph
  • Community - Thorsten, MichaelM, Justin, Gabor, Dennis

Representation: Mike for Italo

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 17:05 UTC (18:05 Berlin time).

Public section

Questions from the community (all) - 10 minutes

  • any questions (Eliane)
    • no questions raised

Budget 2025 (Florian) – 10 minutes

  • collect proposals (Florian)
    • initial version for FOSDEM
    • please send proposals Italo or directors
  • ESC to handle? (Thorsten)
  • procurement policy (Florian)
    • messages collected
  • explain on ESC possible? (Thorsten)
  • will not be present (MichaelW)
    • can go into details this week
  • busy with small details (Florian)
    • early stage
  • should be high prority (Thorsten)

P2P Project (all) – 10 minutes

  • was a suggestion to talk about here (Eliane)
  • agreed in the middle of the year to give it a high priority (Simon)
  • discussed also in team (Florian)
    • Mike, cloph anything to share?
    • if not postpone to FOSDEM
  • only written proposal pasted here in the chat (Simon)
  • had discussions in the community
  • can/will have a meeting at FOSDEM (Eliane)
    • need to do sth here
  • unclear how to proceed (Simon)
    • propose call before FOSDEM
  • opinion of team relevant here (Osvaldo)
  • just a start of discussion (Paolo)
    • agreed in the BoD team to start looking at this
    • wait for first feedback to then describe clearly
  • project starts from zero (MichaelM)
    • good to discuss
    • not necessary staff to do things on their own
  • wondering what the plan is (MichaelW)
    • Simon came up w/ a project manager
  • a lot of existing technology can be used (Simon)
    • gathering fragments and make a proposal to go forward
    • budgeting this was agreed
    • let’s have a conference call in January
    • avoid burning down someones existing job

LibOCon 2025 (Italo, Sophie) – 5 minutes

  • didn’t receive sth for the moment
    • but time still remains
  • separate out LibOCon and TDF conference
    • have a TDF conference in 2025
  • planning to propose Budapesst for 2025 (Gabor)
    • started looking around
    • local community actively participating
  • deadline end of February

FOSDEM meeting planning – (Eliane) – 5 minutes

  • 1st and 2nd of February in Brussels as usual (Eliane)
  • we have the booth there (MikeS)
  • monday after FOSDEM will be BoD+MC+team meeting (Forian)
    • then tuesday BoD only

Public section ends at 17:28 UTC / 18:28 Berlin time.

Trustee/members-only section

Merge the two Trustee mailing lists so all Trustees are on a single list (Simon) – 5 minutes

  • trustees need a place were all trustees be present (Simon)
    • a second list exists with only a subset present
    • proposal to merge both list
    • check if list can be moved to discourse
  • recent events speak for this need (Thorsten)
    • support idea of private discourse place
    • some centrally managed announcing
  • arbitrarily censoring was an issue in the past (Paolo)
    • subscribing during getting member or renewal
  • people weren’t able to communicate w other trustees (MichaelM)
  • spreading over several channels could turn out to be problematic (Osvaldo)
  • discourse can be set as a mailing list (Simon)
    • first step to make internal opt-out
  • barrier that remains is the international community (Sophie)
    • know about people who will not receive to much English messages
  • use existing translations tools (MichaelM)
  • not as easy (Sophie)
  • emails can be turned off (Simon)
    • switching to discourse will foster inclusiveness
  • I pushed on move to discourse (Sophie)
    • what the difference if people opt-out when not interested
  • discourse more options to fine tune (Thorsten)
    • public discussion is already on discourse
    • were mentioned decidim and some liquid decision
  • have regular local brazil meetings (Eliane)
    • complaints about to much ‘noise’, sometimes even boring
    • doing translations
    • not sure if all members are interested in internal politics
  • those w/ the ‘Pledge’ wanted more transparency (Thorsten)
  • decidim idea abandoned for to much admin background (Sophie)
  • speaking generally about democracy why becoming a member and not wanting information (dennis)
    • do we want such passive members?
    • important information should be available to every member
  • not possible to have equally conversion among members (Simon)
    • current stage is priviledged broadcasting for some
    • again: make it an opt-out and move to discourse
    • propose a vote
  • there is transparency (Eliane)
    • a lot of people are fine with only collaborating but are not fine w political/administrative stuff
    • can’t force people to engage
  • not to battle w missing messages (Paolo)
    • far away from sth working
    • sometimes people convinced of wrong stuff
    • encourage people read carefully the messages
    • and check which information is correct
    • call out lies w evidence
  • all of this is proposals (Eliane)
    • voting by email on board list

Make a rule that any significant non-consensus decision of the Board or MC be referred to the Trustees either for discussion or for vote (Simon) – 10 minutes

  • number of trustees feel the bod to make rules on the fly (Simon)
    • disputed issue should referred to trustees
    • significant disagreement about bod or mc decisions should go to trustees
  • what kind of controversial decisions should go there (Paolo)
    • in the past there was e.g. legal advice
    • if sth goes out to the trustees how to know the statement(s) are true or wrong?
  • easy to come w some case studies (Simon)
    • grey areas may exist
    • not any trivial decision to go to trustees but important controversial decisions affecting TDF’s future

Create community bylaws as the Statutes direct and bring them to the Trustees for approval (Simon) – 10 minutes

  • have completed a draft (Sophie)
    • to be submitted for review by the board
  • came up w this during last townhall meetings

Trustee/members-only section section ends at 18:03 UTC / 19:03 Berlin time.

Board and MC only section

Italo’s motions (Italo) - 10 minutes

  • has to be postponed as Italo can not be present today

Legal situation (Florian) – 15 minutes

  • non payed [REDACTED] invoices
  • trademark issues
  • should come up how to handle no later than FOSDEM
  • [REDACTED: two lines of legal statements]
  • told Italo that we need to solve the trademark issues as an emergency (Eliane)
    • we have money available but we are blocked to spend it
  • there is playing games since a long time (Paolo)
    • politic games, information missing
    • nicely documented evidence
    • creating additional probs
    • e.g. wrt P2P
    • avoid to be back to square one
    • e.g. LOOL
    • is still a legal mess
    • [REDACTED] owes a large amount of money to TDF wrt trademark license
  • summarizing again the several issues (Florian)
    • trademark and tendering are the two big issues
    • fear [REDACTED] up to escalate things
  • [REDACTED] keen to settle the issue (Simon)
    • [REDACTED] too
    • not as simple, would be a mistake to to escalate for both sides
    • better outcome for TDF to resolve issues w [REDACTED]

Procurement policy (Italo) – 15 minutes
* received information just before the bod meeting (Florian)

Next BoD meeting

  • agreed on January 20 2025 / 17:00 UTC

The meeting ends at 18:24 UTC / 19:24 Berlin time.