Proposed Bylaws - dispute handling

Hi all,

I’d like to split out one of the radical new bylaws proposals here, and examine it - emphasis mine:

There are a number of significant problems with this that are worth discussing:

  • Since around 2020 we have suffered a dramatic increase in disputes inside TDF’s governance. TDF has managed to get into a distressing number of disputes with a very varied set of parties: its own advisory-board members, lawyers, organizational development specialists, past and current directors, on and on, and this seems to continue to escalate.

  • the TDF MC has started ejecting members, without the required hearing in an arbitrary fashion. It is worth noting that the statutes in translation have:

another unhelpful mis-translation of the German, and should read non-arbitrary.

  • ‘have a dispute or a case’ is highly under-defined. Can someone clarify the meaning of it ? There seems to be no due process, no form of appeal or hearing. is it entirely decided by the board who they dispute with ? as written this seems to completely break the separation of powers between board and MC - and allows the board to eject whomever they wish to dispute with.

  • this trigger affects individuals affiliated with a company/organization (corporate citizens), but weirdly not individuals in dispute/case. That seems to contradicts equality concerns elsewhere in the document.

  • The scope grows further: affiliate organization (in the German statutes “daughter-organization”) seems to have been radically re-defined here to be all encompassing: including commercial partnerships, distributorship, consortia, etc. Clearly through TDFs lifetime we’ve had many organizations on the board that have concurrently been shared members of many consortia: eg. The Linux Foundation, OIN, LOT, OpenStack, and on and on… Asserting that these have then all essentially been a single entity seems a verbose and complicated way to say: “we want a board primarily composed only of staff and unaffiliated individuals”

Is it really the case that some of the board propose a mass editing of the membership to exclude corporate citizens ? many of these have contributed vast amounts of software, advocacy and goodwill; to do that on the basis of potentially contrived disputes or cases - with no due process or safeguards ?

If applied to Collabora Productivity - could TDF really represent itself as an inclusive meritocracy after expelling large numbers of its longest standing members and founders, without due process, and particularly those who have sacrificed hugely in support of LibreOffice ? We have tried to build an environment where co-investment with our partners drives the success of LibreOffice technology, and accelerates free software - should individuals associated with those partners be penalised too ?

This section is shocking - and needs significant re-work or removal, it seems to step way outside the statutes intent and letter. Has it been reviewed by a Rechtsanwalt I wonder ?

Lets rewind fifteen or so years to a totally different world at the beginning of TDF at a time that Microsoft was seen as implacably hostile to FLOSS, and we were in disputation with Sun/Oracle and IBM. It was common then to have the question publicly asked: what if an employee of these wants to join, and the general answer was: all are welcome to contribute and be represented.

How have we gone from there to here in five years ?

Regards,

Michael.

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§10 Board of Trustees // de§10 Mitglieder-Kuratorium

https://gerrit.libreoffice.org/c/infra/documentfoundationorg/+/195155

for reference : Well known, high contributors were removed

Hi Michael,

it seems like it’s impossible for you write a post that doesn’t contain false or misleading statements that are trying to blame TDF for something as if you, your business partner (now employee) and your former contractors had nothing to do with it.

The issues started well before 2020 as you, your then business partner, employees and contractors could not understand that a foundation cannot be subservient to the interest of your companies.
2020 is when the legal issues you were creating started surfacing while analysing the ditched TDC project you were so keen on.

“its own advisory-board members” I suppose this is when the then chairperson tried to force the MC to change their decisions to not renew the membership of [REDACTED]. He knew he had no right nor power to do that but did it anyway and dragged in also the majority of the board to get what he wanted.
He failed to get the decision changed but with the threat of legal action got the majority of the MC to abstain from voting for [REDACTED] new application which then passed.

“lawyers” is likely related to the law firm that the then chairperson/your business partner and your former contractor had all for themselves to secretly deal with matters in which they had clear conflict of interests while charging TDF as well as trying to come up with the staff policy that you so badly want. It also turned out that your former contractor gave the new board a document he wrote passing it on as if the law firm wrote it. Some might think it was not only a misuse of funds but also a case of wilful misconduct by your business partner and former contractor.

“organizational development specialists” sounds interesting if it weren’t for the fact that your business partner and former contractor controlled the supplier once again in relation to matter in which they had conflict of interests. The end result was zero benefit for TDF or the community and more misuse of funds.

“past and current directors” which created the misuse of funds and must cover those costs.

“and this seems to continue to escalate” as unfortunately, instead of getting out of the way as they should have done due to their conflict of interests and allow non conflicted directors to fix the issues in 2022, your then business partner, now employee, and your former contractor managed to convince part of the board to create even more issues.

Stating things as they are it seems like there is a link between specific people and the " dramatic increase in disputes" TDF and community are suffering from.

I believe you are referring to people whose membership hasn’t been renewed for reasons that would have led to public expulsion in most other organisations.

Your former contractor decided to make public that one of the reasons his membership hasn’t been renewed was for misuse of funds as determined by an independent auditor.

So it seems like your presentation of the issues clashes quite a bit with a reality that you know very well, and that is a very diplomatic and short summary, but for some reasons you keep trying to mislead the community.

True, I see that @fpy already proposed the change for the statutes.

True but keep in mind that this is a draft expressing concepts which will go through a review by our legal counsels.

Would “legal dispute” make it clearer?

True, we’ll have to include individuals to cover the cases of misuse of funds where are the individuals that will have to refund TDF.

Would this sentence cover both cases and solve your query?
“If a member is involved in a legal dispute with TDF or is affiliated with a company/organisation involved in a legal dispute with TDF, the member has to relinquish its membership by mean of notification to the Membership Committee.”

Yes, that derives from the Procurement Policy and it’s supported by the past actions where directors acted while in joint conflict of interests.

There is already a query open for evaluation by our legal counsels as temporary consortia IMHO should not affect membership while it’s still something to take in consideration during procurement processes and potential conflict of interests if the member serves in TDF’s bodies.

These aren’t consortia. If you read the definition of Affiliation you will find that it states:
"For the sake of clarification, being a member of a general business association (such as a guild) OR of a Free Software association (such as the FSFE, OSI and OSI Affiliates, Open Forum Europe, OpenUK, OW2, Eclipse Foundation, FFII, SFC, KDE, The Linux Foundation) would not create an Affiliation. "

Please do avoid starting again the narrative that someone is against Collabora Productivity. Everyone appreciate what Collabora Productivity has achieved and the contributions it provided to LibreOffice that combined with the contributions coming from the community and TDF itself made LibreOffice better for everyone.

The issue here is with the individuals that in many occasions, while they were performing the duties as members of the Board of Directors of our Foundation, put their own company interests above the interests of the Foundation they were supposed to serve.

I believe everyone is happy to see that Collabora Productivity is growing, even acquiring its business partners, and contributing to LibreOffice but you, your employees, business partners and contractors created issues, including also legal issues between your company and TDF, while acting as members of TDF’s Board of Directors.

The fact that you, like your former business partner (now employee) and former contractor, are a long standing member and founders that has been told so many times over the years that what you wanted to do as a member of the Board of Directors was wrong and would lead to issues makes things worse.

It would have been great to have very simple Code of Ethics, Fiduciary Duties, Conflict of Interest Policy, Procurement Policy and Bylaws but we have to learn the lessons that the past provides us with and include rules that limit as much as possible the eventuality that new members of TDF’s bodies forget which hat the should be wearing while performing their duties for the Foundation.

Ciao

Paolo

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Paolo,

Let me not waste my time and others’ correcting these tendentious theories of badness which you often write here. They don’t match my decade of board experience of volunteer directors. I would prefer to thank everyone who has taken on the board role, worked hard and done their best for TDF & LibreOffice - often while at the same time contributing to development - we owe them a huge debt of gratitude.

However - it seems we do agree: there are many live disputes - and with lots of different players:

those disputes (via the unhelpful ‘affiliation’ definition) involve a surprisingly large number of Trustees. Most of those Trustees were never particularly involved in any of the things disputed. I’m glad to see we agree here too:

I’m encouraged it will get more review; I had thought this was already checked by counsel and nearly ready-to-go:

It certainly needs significantly more work. We already have far too many unproven accusations thrown around in disputes. Lets not use them as an excuse to eject people from the project.

Not really - the problem is this: part of TDF’s design was to give strong rights to its Trustees. If, as soon as a Trustee tries to use their rights in a dispute, we eject that Trustees - those rights become worthless. Trustees have very little power to effect change at TDF anyway, so what real risk is there of have a few members around you dispute with ? this seems dis-proportionate.

Possibly there is some risk, and if better explained then better bylaws can be created to avoid them. For ~two years - the leading ecosystem members excluded themselves from standing for the board - to smooth the resolution of things. Is there any sensible rationale to push them out of the membership as well ? (as has been happening).

It seems excessive - I would recommend removing this whole concept.

I’m fairly sure you should reflect on the definition of Consortium - Wikipedia more carefully, again the language here is extraordinarily broad around affiliation and turns effectively all non-staff / individual contributors into an easily excluded ‘Ecosystem’ block. It was the original intention to have Sun/Oracle, IBM, SUSE, RedHat, and more represented on the TDF board, and in the membership. By your proposed definition these would all be a single entity / affiliates I expect.

Anyhow, thank you for your nice words here:

However - we seem to agree today there is a dispute; you must be aware that you want to introduce bylaws, on the eve of an abnormally delayed election, that would then exclude a size-able chunk of the electorate. That is a lot of hard-core contributors to boot out.

Worse this sort of ejection leads to “no less than one year” of inelegability to be a member. After that standing for the board gets “rejected … [for] not have had at least 24 full calendar months of continuous membership” - so its an at least three year exclusion - probably more. If this goes into place it will be 2030 before anyone affected could stand again. There is a further risk - given the love of legal disputation that as this goes on - we drain our pool of eligible members over time.

The cynical might think that planning to have the board take over the MC’s role of stewarding the membership and pushing through these radical changes, presumably to try to ensure a more sympathetic electorate, just before the election - does not meet high standards of good governance. It is one thing to claim enthusiastically to be doing governance perfectly, it would be good to follow through on that.

Please re-consider and scrap this dis-proportionate piece of the proposed bylaws.

Regards,

Michael.

I’d be very happy not to have waste time in having to hint at facts supported by legal statements, audits and evidence if you stopped coming out with false and/or misleading statements aimed at attacking everyone else but the people that actually created and perpetuated the issues that then became legal disputes that could have been avoided years ago.

From what I read in minutes and comments from directors that served before 2020 it seems like you haven’t been paying attention for many years.

Not really.
The disputes are with 1 company and its subsidiary and the directors that caused the misuse of funds.

Odd as by looking at legal statements, audits and evidence the accusation seem to have valid proof.

Misuse of funds isn’t a sensible rationale for not renewing a membership?

I’m fairly sure that if you read the section already mentioned above you’ll find that there are exceptions already listed and as stated our legal counsels will review the text.

There are legal disputes that should not have happened as all the matters could have been solved in 2022.

You are arguing about a clause that could be neutralised by simply not having current legal disputes, you can choose if that should carry on or finally look at the evidence, recognise the issues and settle them in a manner that also greatly reduces the risks you, your employees and former contractors created for TDF.

how come none of them are commenting, here or @ tdf-internal ? :thinking:

the same 30k ?
(would be nice to have it written once for good instead of repeating allusive paraphrases)

There is a lot of paraphrasing and hinting going on in various discussions to avoid sharing in public all the gory details.

In this case there was no allusive paraphrasing as Michael’s former contractor made public the misuse of funds that involved him and others so there is no point in holding back in calling it what it is.

In other situation hints and paraphrasing might be used to avoid disclosing privileged information and unfortunately some counted on it to keep misleading the community.

I hope soon these matters will be settled so that there will be no need to waste time with these back and forth that can start becoming very embarrassing for some of the individuals involved.

hopeless :face_with_thermometer:

Well - the pattern of repeated threats of personal litigation against those who engage with discussing topics is certainly a bit of a damper - not to mention the barrage of unreasonable personal accusations.

Then the tendentious accounts of what has gone on. One silly example - documents shared on an internal list, for internal use, via an un-indexed, obscure URL get characterized as “making [them] public” here.

Needless to say other independent observers who have read the same background come to very different conclusions.

My hope is that these issues can (finally) be talked through, and whatever substance there is if any - settled in the next weeks. Hopefully the remaining board members will not try to do a mass-edit on TDF’s membership before then by ramming this proposal through in its current state first.

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Has anyone been repeatedly threatened with litigation for discussing these topics?

Which personal accusations are you defining as unreasonable?

You linked a post from an independent observer which has actually confirmed in many posts the conclusions about the legal mess that has been created over the years, that surfaced in 2020, was confirmed in writing in 2022 and was made worse by the majority of the board until the beginning of 2024.

Why, in that specific post, he wrote things that were inconsistent with the actual actions and support provided by the board during the 6 months he was talking to you to find a way to settle various matters is not yet clear.

There has been a lot of talking going on for years so a settlement in a very short period of time would be a desirable outcome for everyone.