[private MINUTES] 2025-02-04 in-person

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 2025-02-04 in-person 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.

The Document Foundation
Board of Directors Meeting 2025-02-04
Call Notes

Date: Tuesday, February 4, 2025
Location: Bruxelles, ICAB

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

In the call:

  • Board - Eliane, Osvaldo, Simon, Sophie, Paolo, Laszlo
  • Board remote - Italo
  • Board deputies - Mike
  • Membership committee -
  • Membership committee substitutes -
  • Team - Florian, Stephan
  • Community -

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 09:30 UTC (10:30 Berlin time).

No public section

No trustee/members-only section

Board only section

  • Tender resolutions
    • Italo: [REDACTED: board-only link]
    • Paolo: [REDACTED: board-only link]
  • Trademark resolutions
    • Italo: [REDACTED: board-only link]
    • Paolo: [REDACTED: board-only link]
  • Budget: [REDACTED: board-only link]
    • several requests for community events were added (Italo)
  • Administrative
    • upcoming deadlines, suggest to handle first (Florian)
    • [REDACTED: 29 lines of legal statements]
    • got the impression we could communicate about the issue (Laszlo)
      • Paolo skipped several face to face meetings
    • you are contradicting yourself, Laszlo (Paolo)
      • I notified the board that we are doing things in a very bad way
      • my explanations were constantly ignored
    • [debate going in circles]
    • can’t discredit the auditor (Eliane)
      • former board made a mistake, auditor pointed to the mistake, current board has to fix it
    • based on the auditors answer we should now ask the lawyer what we should do (Italo)
      • communication has not worked at all, worsing the situation
      • [REDACTED: 2 lines of legal statements]
    • [REDACTED: name of lawyer or law firm] situation (Florian)
      • [REDACTED: 5 lines of discussion about ongoing legal situation]
    • my statements were interpreted in the opposite way (Laszlo)
    • don’t totally understand what was the communication problem in the former board (Eliane)
    • I warned in written about the issues (Paolo)
      • some did not want to listen to the warnings because they did not support their narratives or interests
    • [REDACTED: 4 lines of legal statements]
    • I want to come to a solution (Eliane)
    • [REDACTED: 5 lines of legal statements]
    • ask for documented advice from [REDACTED: name of lawyer or law firm] (Florian)
  • [REDACTED: 2 lines of legal statement]
  • In-person Board meeting - combine with team meeting, possibly in Munich? (Florian)
  • [REDACTED: 47 lines of discussion about ongoing legal situation]
  • Clear to me that we have possibilities to solve issue (Laszlo)
    • sad to see in previous Board had to stop the development (SmartArt?)
    • Caolan analysed that TDF staff could implement it
    • glad to see on blog, full tender related to ODF - most complex tasks related to ODF interoperability
    • Regina noted that MS started to use the new standard (1.4)
    • bad sign - we need something here
    • good will is here, but personal issues
    • is a good way forward (Simon)
      • after having seeked legal advice for Italo’s report
    • two commits happened in 2023 (Paolo)
    • propose to let it sink a bit (Florian)
    • [REDACTED: name of community member] can give a very qualified opinion on the tickets about the amount of work (Italo)
    • [REDACTED: 7 lines of legal statements]
    • will work on documents to be sent by Friday (Italo)
    • if ok for the bod i can coordinate with [REDACTED: name of community member too
    • unanimously agreed
  • [REDACTED: 30 lines of legal statements]
    • undisputed issue at hand (Simon)
      • propose to accept Italo’s proposal
      • support Italo’s proposal too (Eliane)
    • once again paying TDF to pay the bill for the legal advice (Sophie)
    • any idea how to share the legal costs? (Florian)
    • there was a lot of things quite obvious (Paolo)
      • how to justify giving the money for legal advice
    • there are necessary legal cost as we have a voluntary board (Simon)
    • [REDACTED: 11 lines of sensitive statements]
    • over the last years ~150k in lawyers fee spent, [REDACTED: sensitive statement] (Florian)
      • avoid that this happen again
  • [REDACTED: 38 lines of legal statement]
  • Next Board meeting date?
    • Wait and see how much we can fix first (Florian)
    • come to a conclusion on some topics
    • don’t have cycles to do other projects in the coming months

The meeting ends at 16:00 UTC / 17:00 Berlin time.

You’ve redacted so much, that even the non-redacted phrases become mostly meaningless, since they relate to the redacted one. Essentially, the minutes for this session have not been released at all.

We must also remember that there is no such thing as “redaction”. Anything the board has not made an explicit decision, reported to the membership, to keep confidential (and I would argue, with a moratorium for disclosure or re-evaluation) - must be published, immediately, period.

Eyal,

these redaction are related to issues that haven’t been solved yet but at least the minutes you a hint of what was going on.

Even if they weren’t redacted you would need access to lots of legal statements and additional evidence to make sense of it. That information cannot be disclosed while the process is still ongoing.

Ciao

Paolo