Date: Monday, April 8, 2024
Location: Jitsi
Session chair: Eliane Domingos de Sousa
Keeper of the minutes: Stephan Ficht (unanimously accepted by all participants)
In the call:
Simon Phipps (Deputy Chairperson), Sophie Gautier (Member of the Board), Bjoern Michaelsen (Member of the Board), Eliane Domingos (Chairperson), Eike Rathke (Member of the Board), László Németh (Member of the Board), Italo Vignoli (Member of the Board)
Osvaldo Gervasi (Deputy Member of the Board), Paolo Vecchi (Deputy Member of the Board), Mike Saunders (Deputy Member of the Board)
Florian Effenberger (Executive Director), Stephan Ficht (Administrative Assistant), Shinji Enoki (Membership Committee), Christian Lohmaier (TDF staff)
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 16:03 UTC (18:03 Berlin time).
PUBLIC SECTION
The new Board of Directors provided an update on its activities. Sophie expressed her wish to have more discussions in public and with more transparency, while Florian noted that motions are getting quite extensive. Italo noted that the Board should only disclose what makes sense to disclose.
Simon pointed to some items missing from the former Board, while Sophie noted that several motions could be drafted in public. Simon said that the Board needs privacy, otherwise there is a risk of people organising their own private meetings for certain matters. Eliane said she supports Sophie’s view on transparency and wants to hear more what the community says. Laszlo said he supports Simon’s position, and the Board needs to define what is private.
Simon then proposed adding all the decisions taken since the last meeting to the minutes as “noted”. Florian said he will take a look, but noted that administration of that gets quite excessive, so we need to see if we can automate it.
There were no questions from the community.
Then the Board discussed the budget status and proposed items. This was the last opportunity to bring budget item proposals to the board. Supporting material: The Document Foundation Nextcloud
Florian noted that the budget should be concluded soon, and Italo noted that the last updates were received a couple of months ago. Florian said that the date of the start of the budget is January 1st, and Simon suggested having a vote by the end of April. Florian proposed to bring it to the next Board meeting in May.
The next topic was forming a staffing committee, with the initial proposal to create a board sub-committee with delegated authority to deal with all HR-related matters.
Supporting paper and motion: https://nextcloud.documentfoundation.org/f/1521435
Simon noted that an ongoing issue is that the Board is responsible for all HR matters, and it’s better to send some things to not all Board members, but rather have a staffing committee. Usually staffing matters are deferred to the Executive Director in other organisations.
Eliane expressed her wish that all directors are involved, and that members with a conflict of interest should abstain. Bjoern described a complicated situation for staff members in the Board, which need to decide if they want to read certain messages or not, which they can only when they read it.
Eike said it is necessary to have a communication channel for HR matters, excluding staff members. Bjoern proposed to read the FSFE statutes as they make clear how they deal with staff on the board. Eliane noted that there was still no consensus on this topic, and Simon suggested evolving the topic further until the next meeting.
Public section ends at 16:55 UTC (18:55 Berlin time).
TRUSTEES/MEMBERS-ONLY SECTION
Nothing for this meeting.
BOARD AND MEMBERSHIP COMMITTEE-ONLY SECTION
As there were no agenda items in the Trustees/Members-Only section, the meeting progressed to a closed session also attended by the Membership Committee as observers. The closed session was due to the most urgent matters discussed being of a sensitive commercial/legal nature.
The meeting ended at 18:06 UTC (20:06 Berlin time).
Eliane Domingos de Sousa (Session chair)
Stephan Ficht (Keeper of the minutes)