Hi Guilhem
There is something that TDF needs, a true global organization should not be Eurocentric, encouraging participation from different geographies should be based on a mechanism that guarantees it. So BoD members rotation needed, yes.
Because, it is not necessary to have experience in the matter, but commitment. With clear rules, any interested member could and should participate.
In relation to the latter, we should also seek to encourage membership for the reasons mentioned above.
That’s worth highlighting (and thanks for putting your opinion into such a clear statement). It does seem to be contradicted by successes and failures in real-world organizations though. As the saying goes: “good intentions don’t necessarily lead to good results”. I might add: it helps to have experience, to be able to predict the consequences of your actions.
Hi Guilhem,
Your question triggered some writing about my experiences of various Boards over the last 20 years that may be helpful in thinking this through. My apologies that it is so long, but I felt an answer with the sort of context @EyalRozenberg asked for elsewhere would be more helpful than a terse reply.
While I have written this to share experiences with TDF Trustees during the board elections, these are all general observations based on experiences serving on non-profit boards over the last 20 years and not specific to TDF in any way. If you think you see yourself here it’s unlikely I had you in mind!
Hope this helps!
Simon
- A “legal person” - company, charity, foundation etc - is a construct where a group of people choose to create an entity for a specified purpose and then ask a State to regard it as having been created.
Not sure about personhood. I think the extent to which states grant personal rights to organizational constructs differs around the world. Philosophically, I would some aspects of organizational personhood are at the the very least problematic.
- The friends
Friendship is not the best metaphor for trusteeship. The basis for trusteeship is commitment to a cause - worthiness of trust.
agree between themselves which of them will take the day-to-day supervisory responsibility on behalf of all the friends. Those people are called “directors” and the set of them collectively is called “the board”. They assume all the responsibility for the entity and have authority delegated to them by the friends, who step back and then simply observe.
Observing is not simple, nor is it stepping back - it is an active duty. Many formal bodies even have observer-status members, who can’t vote, but definitely participate. Trustees need to both expend effort observing, and whenever necessary - intervene, at least through speech if not otherwise.
In practice, many/most trustees do not; but that’s the undesirable state, not the expected one.
- One might say the staff work for the entity, but the selection, direction, evaluation and compensation of the staff is the sole responsibility of the board
Evaluation is not the sole responsibility of the board. And as for compensation - monetary compensation is up to the board, but not social and emotional compensation.
on behalf of the friends in order to achieve the purpose of the entity. Therefore many people prefer to say the staff work for the board - it’s the same meaning either way as the board is the empowered tip of the entity.
- All of the resources of the entity - whether donations, income, physical goods or contractual creations - are ultimately managed at the direction of the Board - only a vote of the directors allows any resources to be dispensed or used. Obviously it is impractical for the board to make a decision about every tiny thing, so they will typically delegate their authority to others. This applies to /everything/ - spending, investments, salaries and any other transfer of assets.
Not sure if that’s what you meant to imply, but board don’t typically delegate a lot of authority, but not all of it.
- Generally volunteer positions should have fixed terms (renewable or not), so that volunteers have a natural break point at which they can stand down without feeling they are deserting.
Elected positions are not exactly volunteer positions. But I agree that limiting terms of office is an important thing. I would say the criterion should be the amount of decision-making power you have, i.e. the more of it - the more important it is for your term to be limited.
And - yes, there’s a contradiction between the interest of having experienced people at key positions, and employing people stably - and the desire to prevent ossification of power relations in the organization.
- Larger organisations - with a membership too big for everyone to know each other - instead opt for fixed-terms and regular elections. This leads to a less optimal board - an election cannot guarantee diversity on any axis, and often elects people who are popular rather than suitable. It can lead to boards that find consensus harder to reach, and sometimes leads to gridlock when an unsuitable director fails to accept the majority decisions.
Or an unsuitable majority fails to accept there are other considerations which they have ignored or people whose interests are offended by their approach, which a minority director is upholding or reflecting.
Addressing this with bylaws is hard, as there are so many ways dysfunction can manifest and solving one mode can easily lead to triggering another.
Indeed. In fact, I’d say that almost any set of bylaws/statutes has several built-in, almost to-be-expected, dysfunctionality traps; and the best you can do is shift them around, not avoid them completely.
- Since staff are employed at the board’s pleasure
Staff are definitely not employed at the board’s pleasure. And that’s partly, though not entirely, because the staff don’t work for the board.
, term limits (apart from initial appointment) are less applicable. I only know of one entity that applies a term limit, to their executive director, and that’s because the appointment is also confirmed by popular vote.
This is indeed a tricky subject, at least in principle. An ED of a foundation is quite a powerful position - sometimes enough to have effect on the election results of the BoD that supervises them. At the same time - it is a salaried position for an employee; and it is problematic for such an employee to be terminated despite having quite possibly fulfilled their obligations adequately, or even wonderfully.
I don’t have a strong position on this matter in general. It is easier to accept in an organization where the employees can have a longer-term role, assume ED’ship for several years, and return to their role after that term. But we are not that large. That way they don’t get fired, but have a reassignment of duties. This is similar to appointment of, say, tenured university faculty members to managerial or other high-official positions: They serve for a while, then go back to their “regular” research and teaching.
(@floeff : no shade on your work, I was just having the abstract discussion.)
Eyal
@thb: The ESC is not a statutory body… are there some written rules governing its composition and actions? And - how does one become member of it? Do you just attend and gradually be accepted as a member?
(And this is in contrast to the design meetings, where there is no membership in anything and decisions are very ad-hoc.)
Indeed, the ESC is sub-statutory, but still quite an important committee of TDF. Current formal composition is here, draft community bylaw description of it here. And then there’s the ESC tendering process, codifying one of the ESC’s critical inputs to the foundation decision-making.
Or more concretely: What is TDF-Board?
Some of the statements under the more above heading “What is A Board?” may be more applicable to a for-profit company. But is it entirely for a non-profit foundation where the elected board members are volunteers for a priori two years?
Usually in larger (for-profit) companies, board members are sought according to precisely defined job profiles and not elected by “friends”, at least not officially 
, to cover a precise area of responsibility, e.g. Chief Financial Officer, Chief Human Resources Officer, Chief Production Officer, etc.
So how would it be if the board members elected on a voluntary basis were to focus particularly intensively on representative matters, to be global ambassadors for our goals, to achieve more attention for our cause in order to strengthen the foundation and initiate discussions for overarching long-term goals, instead of primarily managing the day-to-day business of the foundation?
Hi Stefan,
No, that’s wrong. This is how things work for any incorporated entity, and I was clear to indicate that I am speaking from my two decades of experience of (mainly open source) non-profits.
The roles you describe would not be ex officio Board roles, even in a for-profit company.
No. According to our Status §8(1),
“The Board of Directors decides on all fundamental matters on its own authority in accordance with the Articles and conducts the ongoing business of the foundation.”
and §8(2) “Its main tasks are: management of the foundation’s assets, use of the foundation’s resources, preparation of a budget plan, proper accounting and collection of documents, and preparation of the annual financial statement and activity report.”
If the Board had the focus you describe it would be in breach of the duties the Founders gave it. Our next board needs to take its duties seriously and not abdicate responsibility as some are proposing.
S.
Hi @guilhem,
I try to keep my answer short as if an upcoming board would change statutes to ban candidates based on conseductive terms that would not affect me because I did not stand in recent terms, however it might for @cornouws and @PaoloVecchi.
I think bringing new ideas and new people to the foundation is very valuable goal – which I assume is the implied motivation.
Foremost, this requires to find new people to join the community – something almost none of the current candidates can claim to be an good example for. Beyond that, it also requires a fundamental understanding that if things worked in the past, that doesnt imply those would still now or in the future. Software moves much faster than other markets.
Barring candidates from standing again does nothing to improve this situation, while creating the additional problem of raising the risk of making the foundation ungovernable. In the past, the outgoing board and the MC had the challenging task of motivating even enough suitable candidates for the next election and mostly barely succeeded to have more candidates than positions.
This election, there are more candidates, thus a significant number will not be part of the new board. And if the trustees agree with your premise that conseductive terms are the fundamental problem, they can vote accordingly. If not, too. I don’t think the statutes should limit the wisdom of the trustees here, esp. without enabling a better solution.
I see little value in rotating elected bodies as long as the fundamental problem is not solved: If we want to reimagine LibreOffice, we need to foster contributors that make those things happen. I think it is unwise to think a board can buy itself a replacement for such a community of supporting contributors.
I am not in favor of term limits in the statutes, but I think independant of that, from a project management perspective, it is almost always wise to increase the bus factor and reduce single points of failure where possible. Good leadership thus should act accordingly and e.g. ensure knowledge and processes are shared between members of the staff. Beyond this, rotating responsiblities (for example for representing the foundation to the public: mostly between Italo, Mike, Florian) might be worthwile too. However, as Simon mentioned, staff ultimately is employed at the boards pleasure – so this does not require additional formal and inflexible encoding in the statutes, but can be implemented in a more flexible fashion.
Best Regards,
Bjoern
Rotation looks as a way to force dynamics (a bit) towards enough fresh blood. If it really helps, depends more on the possibilities and the extend in which people are willing to do so and think it is advantageous. Despite these limitations, I would not object a number of say 3 therms in statues, but only if linked to plans to grow the pool of interested and capable people. The efforts from our previous boards show that generally that is not trivial, which is of course the reason why we find many of the topics listed in the pledge.
I was reminded of an article I wrote 7 years ago that may still prove relevant, on 6 pathologies of organisational maturity. Not 100% applicable obviously but may well help people think through the issue.
S.
Hello,
I’ve been a LibreOffice user for several years and I think it’s great that this free and open software exists. For me, it really is a great project and I think it’s incredible what the community and the foundation are doing.
I’ve been reading the conversations on Board Discuss out of interest for some time now and unfortunately I have the feeling that it’s no longer so much about the actual “LibreOffice” project, but perhaps about something completely different? I just don’t know what yet…
Why are you writing back and forth in eternally long chats without any real result?
The conversation here seems to be about the duties of the Board of Directors. These are clearly regulated in the articles of association, but it can’t be that the board actually fulfils these tasks in person.
I work in a small company and the managing director has an employee for each area who is professionally qualified and on whom he can rely. This employee prepares the documents (e.g. contracts, accounting, budget planning, etc.), and sometimes external service providers (tax consultants, lawyers, etc.) are also commissioned. Nevertheless, the managing director is responsible for all these matters with his signature, although he probably does not have detailed knowledge of all topics and therefore has to rely on the input of other people. He needs to trust his employees and external service providers. It can’t work any other way.
Section 8 (2) deals with the duties of the Executive Board:
“…its tasks are in particular: the administration of the foundation’s assets, the use of the foundation’s funds, the preparation of a budget, the proper bookkeeping and collection of receipts, the preparation of the annual accounts and the activity report…”
In my opinion, it is not possible for an honorary board of directors to carry out all of these tasks themselves. That’s why I thought that TDF’s paid employees do some of this:
*Management of the foundation’s assets:
decide how the assets are used→ Board of Directors
Handling the administration→ Paid employees
*Utilisation of the foundation’s funds:
decide how the funds are used→ Board of Directors
Handling the administration→ Paid employees
*Preparation of a budget:
Decision on budget→ Board of Directors
Preparation of figures for budgeting→ Paid employees
*Proper bookkeeping and collection of receipts:
preparatory bookkeeping→ paid employees
Legally compliant accounting→ external tax office
Responsibility for accuracy→ Board of Directors
*Preparation of the annual financial statements and activity report:
Activity report→ Paid employees
Annual accounts→ external tax office
Responsibility for accuracy→ Board of Directors
I hope that there will be members of the Board of Directors who will refocus on the essentials and not fight private battles. In the end, everyone should work in the interests of the foundation and drive the project forward.
Translated with DeepL.com (free version)
Hi Guilhem,
I’m not sure that imposing a limit on the number of terms of office would improve TDF’s situation. As I’ve already said, I believe that the current election system organizes competition between directors. Term limits won’t change that. In my opinion, we need many more members with a greater diversity of skills, languages and genders, in order to build a richer pool of possible candidates.
Best regards. JBF
Hi @guilhem
I totally support the idea of having a limit in the consecutive terms served by a person in any official body of TDF.
This would also encourages everyone to invest time in growing into a governance roles. All of us have to start at some point and I do not want to see a board or MC to be some sort of exclusive club for people that “have experience”. We need to enable people to grow experience and a limit of consecutive terms can help us with that. It is hard work as, as I did, people must read minutes, documents, legal papers and pretend answers but that’s what it means being part of a functioning governance body. Trusting “those with experience” without challenging their assumptions nearly led to TDF being an empty shell while instead more can be done directly by our team for the community.
I was planning to have this as my second and last term when I sent out my candidacy 2 years ago. While I was aware that some issues were in need to be tackled urgently I was hoping to work with a board that would have fixed them swiftly and for the best interests of TDF. Unfortunately things have not been dealt with in the best way and, as members could see, the majority of the board managed to exacerbate the issues to a level that is just untenable. This is still ongoing now behind the scenes (we don’t even have a valid 2023 budget yet) while people talk about cooperation and doing nice things in public.
I wasn’t yet sure if I wanted to candidate myself again for the next term as with a similar board but seeing the formation of a diverse group around the Pledge for LibreOffice gave me hope that the next board will actually manage to fix the issues created by the current board and allow TDF to finally go back to serve and support the various communities, contributors and users.
I really hope that during the next term we will be able to add rules and checks so that a board won’t create all the issues that we have seen during this term. A whistleblowing mechanism is nearly in place so that’s already a bit of progress made as it’s needed to fix the tendering processes but more needs to be done. Implementing clear Fiduciary Duties, Code of Ethics and Directors Agreements are other tools that are necessary to make sure that directors are held accountable to what they do.
I would also propose an external Ethics committee to check what the board does (and did) as some action taken by some directors might be quite inappropriate for someone that might be looking to serve in any of TDF’s bodies.
With new guidance, processes and procedures that safeguard TDF and its community from directors that might have ideas not aligned with TDF’s best interests, statutes, laws and regulations then I’ll be happy not to candidate myself for a fourth term and leave room for new people that want to perform their duties for the best interests of TDF, LibreOffice and the communities involved around the projects and products.
Ciao
Paolo
Some great ideas Paolo, especially if these can help us to deal with the problems that have hit us in the recent years. After all, the society outside teaches us that FUD and populism do not bring solutions, rather the opposite. So work needs to be done to make sure that our foundation is indeed better informed and prepared.
Cheers,
Cor
With the actual election period over, let me get back to this with a bit stronger statement: a lot of time, energy & good will was spent by me and many other directors, to deal with the various crisis that popped up during this board term - most of them inherited.
I’ve only seen unethical, reckless and libelous conduct by two directors, and one of them standing out by a very large margin: I’ve never in my entire career worked with such a person, who would, on a daily basis, misquote, attack, leak confidential information, utterly saturate any discussion (be it email, calls, or in-person meetings) by the sheer volume of often innuendo-laden, vague & populist accusations - and in general take the approach of ‘rules are for others, not for me - if you do not like it, sue me’ for his interactions.
Overall, the damage this has done to TDF (by consuming most of the 1-2 days per week that I donate to my board work) is impossible to measure, but likely not insignificant (scale it up by the 5-9 other directors, to get an upper bound of how much volunteer time would have been available for more productive work).
I do hope the next board will find a setup that is more successful in harnessing the various strengths of its members - and if some extra rules and processes help with it, I’m all for it.
You’re talking about Cors right?
No, I’m not.
Best, Thorsten
Hi Thorsten,
Isn’t the above sentence and what follows a demonstration of a libellous conduct?
Some got a CoC complaint for much less than that so “If you have evidence of mal-intent, please present it directly with the names of the people you are accusing.” (cit).
It would be probably a good opportunity for the current members of the board to learn how to deal with a CoC case in an objective and impartial way. I’m sure in a normal board no one would be instructing the board to dismiss a defence as “whataboutisms & distractions” or fabricating evidence to “support the opinion as written in the resolution” or anyone taking in consideration emails with false statements that had the intent of influencing the reporter and the board.
Is that what you really think?
I strongly disagree as we should learn by mistakes and use them as examples to setup rules and processes so that we minimise the risk of repeating them. True that it makes the board less fun but board members must be aware they are not only accountable toward the community but also liable for their actions. Keeping also good evidence of what has been done and said helps in in transparently demonstrating who is responsible for what both in positive and negative terms even in a court of law if that becomes necessary.
For the moment I take you outburst as the beginning of a positive process that unfortunately starts with projecting toward others your mistakes but at the end it will help you in processing them and improve yourself.
Ciao
Paolo
I’d like to conclude this discussion with the above statement, and wish everyone & our wonderful project a happy, prosperous and healthy year 2024!