The Document Foundation - Board of Directors Meeting 2025-11-17 - Call Minutes
Date: Monday, November 17, 2025
Location: Jitsi
Session chair: Eliane Domingos de Sousa
Notes for the minutes: Mike Saunders, Florian Effenberger
In the call:
Board - Eliane, Sophie, Mike, Paolo, Laszlo, Osvaldo, Simon
Board deputies - none
Membership committee - Andreas, Shinji
Membership committee substitutes - (none)
Team - Florian, Olivier, Hossein, Ilmari,
Community - Justin Luth, Thorsten, Tuomas Hietala, Michael Meeks
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 commenced at 17:03 UTC / 18:03 Berlin time
A. Public section
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Community Q&A: 10 minutes
- No questions
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Potential grants for LibreOffice: 5 minutes
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Update on TDF’s participation in the ODF TC: 5 minutes (Olivier)
- I joined ODF TC 2 months ago, started working on improvements
- We have weekly meetings, and have done some things
- Finished writing of ODF 1.4 standard - published and available
- Started next release - 1.5. Introducing new functions not only in LO but also in Google Docs and MS Excel. Functions done by Xisco Fauli. Help written by me
- Also want to highlight work of Regina Henschel, who is working on precise parts of the specification
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ODF 1.4 was already finished, ratified and adopted by OASIS is a standard. This is first call to update ISO standard, right? (Simon)
- Yes (Olivier)
- Not familiar with the ISO process, but it’s quite slow
- Get together with other TDF people who work on it (Simon)
- Yes, also some participation from Michael Stahl and Mike Kaganski (Olivier)
- We also have supporters who keep an eye on ODF when it goes to PAS process (I participate in an ISO mirror responsible for it, IST/31). May be worth making a mailing list for all people involved (Simon)
- Yes (Olivier)
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Budget 2026: 5 minutes (Florian)
- Italo has sent emails to various mailing lists
- Seen two or three proposals so far, but maybe some things are sent to Italo directly
- Makes sense if Italo sends a reminder
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Developer hiring status: 5 minutes (Ilmari)
- Still evaluating candidates for Base and scripting positions
- Don’t have proposals yet but will get back ASAP
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Finally made process with macOS/UI role (Florian)
- Some obstacle, as we actually want to employ
- Hope we have that candidate signed up for December 1
- Will do final iteration of contract draft
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See that community is excited to have this developer for macOS (Eliane)
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Community bylaws: 10 minutes (Sophie)
- We have initial version, built based on statutes, with continuous feedback from MC and Board. Document checked by lawyers, so we are sure they are in-line with the statutes
- Waiting for last round of feedback, and then will publish
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There was a commitment to not land a big, unchangeable thing in the Town Hall meeting (Michael M)
- Feel you were offended like what happened in CoC
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Not true (Sophie)
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So far, only seen things happening in private (Michael M)
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As said, we wait for feedback and then publish on board-discuss (Sophie)
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Timeline? (Michael Meeks)
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No plan, no rush (Sophie)
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Can I clarify that there is no intent to complete this before the Board election? (Simon)
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Don’t know (Sophie)
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Board election date is fixed. I should ask MC (Simon)
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Reassured. Good thing to do. Looking forward to the draft (Michael M)
- Are the Board planning to have a trustee vote?
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Statutes say the Board have to vote on them (Sophie)
- And then can be changed by Board of Trustees
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Bootstrapping provision to set up (Michael M)
- Will Trustees vote on it?
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We will respect the statutes (Sophie)
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Hear what Michael is saying. He has heard some members of BoD and MC saying bylaws can be put in after a short period of review (Simon)
- That process would be appropriate for 10 years ago
- Should we have a Trustee vote? Or is a Board vote sufficient?
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Not that it’s sufficient - we have to stick to the statutes (Sophie)
- So it’s not me deciding
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We will stick to the statutes (Florian)
- Says in plain English there
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Lots of ways to meet that request (Michael M)
- Going to do this in a rump Board
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Consider the bylaws to double-down on statutes that I find problematic (Simon)
- So want an open discussion
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We’ve got to stick to the statutes - that is normal (Paolo)
- BoD members had about two years to address concerns on the various drafts
- Been circulating back and forth
- Why is someone concerned now, after two years
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Two years is not quite right (Simon)
- The more concrete drafts have been more recent than that
- Concerns were raised in the past
- We have been waiting for publication and an open Trustee review and vote
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When trustees see draft and discuss and see problems, will BoD single-handedly vote after hearing feedback? (Thorsten)
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Board will take into consideration the comments, and act accordingly (Paolo)
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We will share the draft with the community. Not sure why the concern here (Eliane)
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We need to recognise that we have lost quite a number of highly appreciated BoD members from this Board (Michael M)
- So hope we can have a vote from all trustees
- Or wait for another BoD which is more representative of members
- Is it appropriate for current board to radically change governance?
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We have been asked to change the governance (Sophie)
- You are not happy with that as you think we are not a good Board
- We don’t see the same people who have left the community
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Sad to lose anyone, but I’m thinking of people on BoD, not wider community members (Michael)
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Shouldn’t assume current BoD is not representative (Florian)
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Offensive to say this BoD is not representative (Paolo)
- If someone finds something wrong in draft of bylaws, which have been changed on and off for two year
- No idea why this concern now, if people had concerns before, they would have been able to say
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Share your worry Michael (Laszlo)
- Sorry about losing highly appreciated members of the community who depended on the future of the development of LibreOffice
- Some were very desperated
- We can simplify the problems
- Sometimes the simplification means losing the real target
- Seen very unprofessional work and comments on the Board
- Better to wait for a more diverse Board
- Otherwise it’s very easy to destroy a fragile system of community
- I’m not an expert on population dynamics
- Have some experience modelling systems, how it’s easy to destroy a system
- We are a human population, but without calculating the different motivation of the community members, it’s easy to lose more members
- I hope we can talk about more, in-person
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Correction Paolo - I started process with Uwe and Sophie back in the day (Thorsten)
- Long consultation process back then, wasn’t rammed through
- Should take our time, with broadest possible support
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I was part of that committee (Paolo)
- Timeline was written by Thorsten
- Was a plan, then not much happened
- Don’t know if I was excluded without my knowledge as it happened for other occasions but the email threads tell another story
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Nothing seems to be enough (Eliane)
- Many challenges we see today are legacies from previous years
- This Board is working hard to solve them, without recognition
- People say LO is not moving forward, but this BoD is hiring more developers. People complain
- We are trying to improve governance, and people complain
- We are showing who voted on what, to put the cards on the table. And people complain
- In Telegram we see members attacking members. And of course members will leave, if this is a place they don’t want to be in
- We have on our website “Fantastic people” but we are not fantastic - we try to do things and people complain. It’s not enough for the people here
- Important to say that Board members are volunteers who dedicate time and energy for the project
- Respect is not an opinion - it’s an obligation
- Don’t like attacks all the time
- When someone writes on board-discuss or Telegram, it’s a million of attacks and insults
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Board election was already in nomination phase in this time in 2023. Can MC update? (Simon)
- There was no invitation for a meeting about that yet, so no decision yet (Andreas)
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Do you find that concerning? (Simon)
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We are also volunteers (Andreas)
- We also see on board-discuss about Board members not voting
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Regrettable to be attacked for asking a question (Simon)
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Code of Ethics and Fiduciary Duties: 10 minutes - FiduciaryDuties - The Document Foundation Nextcloud (Paolo)
- Set of documents that have been around for a long time
- Haven’t been any major concerns with them. Today had a comment
- For the rest, Board seems to be happy with it
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I read the documents - fine for me (Eliane)
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One of the concerns is that people can have overlapping spheres of engagement (Michael M)
- Feeling that absolutely everything has to be in TDF’s best interest
- Is true inside the project
- But don’t think that is a reasonable requirement
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I don’t see the concern, because these are documents everyone must follow when discharging their duties as BoD member (Paolo)
- Outside of those duties, naturally they don’t apply
- But if outside of that someone writes articles that badmouth TDF, then it does apply
- Does not mean you have to give all your customers or money to TDF
- That is not a hat you should where while being in the BoD of TDF
- Put together a similar document for the MC, if they want to take it into consideration - you can be whatever you want outside of your duties of being a member of the Board of Trustees, but while you are a Member you naturally want to further TDF and contribute, so that should be kept in mind
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If you look at section about obedience, directors must always take decisions - must be more clear (Michael M)
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Say you want to organise a course or induction, so people understand the difference between one role and another (Paolo)
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I draft lots of these sorts of documents. My reading is, there could be some more clarifying language, particularly in sections 3 and 4, to make it less likely that there would be a future misinterpretation (Simon)
- In the context of someone’s actions
- When I’m discussing governance with people, I say it’s important to write documents that are not just correct, but protected against being weaponised
- For this document, would be a good idea to have a review, to see whether it’s likely to happen
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Has been pretty stable for quite a long time (Paolo)
- Feedback in this term has been quite good
- If something could be improved, send comments so I can implement them
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Would be a good idea to have a Trustee meeting to do that (Simon)
- As it’s a substantial document. Available on Gitlab?
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Available to all the Trustees for two years already (Paolo)
- Not on Gitlab
- But send us comments - simple as that
Public section endeded at 17:51 UTC / 18:51 Berlin time
B. Trustee/members-only section
- Nothing for this meeting
C. Board and MC only section
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Wealth management: 5 minutes (Florian)
- In 2021, decision was made to put money in capital investment
- Back then, negative interest in bank account
- Situation has changed - negative interest (at least in DE) is gone
- Wonder if it’s still really worth it, given admin fees
- Stephan feels safe to change way of investment; I don’t have cycles to work on it myself
- Not required to do that, as we use our funds
- Stop or shorten amount to do it?
- Need one or two BoD members to manage it, look into the numbers, analyse etc.
- If not, stop or go with alternative investment?
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Wait for Stephan F to return (Eliane)
- Because it was his proposal
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No timeline or deadline (Florian)
- Currently €750,000 invested there
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Audit status: 5 minutes (Florian)
- Today, vote on declaration of completeness has been concluded
- Will send to auditor
- Should get result in the next few days
- Then see how to deal with the result
- Still dealing with findings from two previous audits
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Ideas to review TDF’s Advisory Board scope, processes and memberships: 10 minutes (Paolo)
- Kick-off brainstorming
- How to make it valuable and interesting for TDF
- [REDACTED: internal AB details]
- How to add to it, get people engaged
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Would like to understand, why are we not using the process and structures used by other comparable foundations (Eliane)
- So many other foundations, that share documents - bylaws, statues, code of ethics etc.
- We waste time - we have other foundations
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Part of the process is to go out to other foundations and non-profits (Paolo)
- FSFE comes to mind, but many others
- See how we can cooperate
- Wikimedia? Code of ethics ideas taken from theirs - inspiration
- Where we find issues in governance, can help others
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Hard to compare (Florian)
- [REDACTED: internal AB details]
- Had €50,000 - 60,000 membership fees
- Now a few hundred
- Today fewer ecosystem companies, in particular in AB
- If we have an AB, have organisations that are comparable
- [REDACTED: internal AB details]
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Original objective was of its time, and served TDF well for five years (Simon)
- [REDACTED: internal AB details]
- Need to focus on retaining the experience of Trustees who are no longer eligible for membership
- We have an AB in the statutes, so need to do it - maybe remove it from the statutes?
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Reduce participation fee (Osvaldo)
- [REDACTED: internal AB details]
- Don’t just do a simple report of what we have done, but something more constructive, trying to stimulate input
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Action item - make a list of people to contact? (Paolo)
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Decide who we want to help TDF, and help LO (Mike)
- Who can advise us about the foundation, and who about promoting FOSS together?
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Also need to have some means for people in our community to identify with us for marketing purposes (Simon)
- What are the use-cases we are trying to address? Liaison with peers, links with wider market, identity with sponsors …?
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No urgency in doing that (Florian)
- We are not invoicing
- Wouldn’t have further AB meetings until we clarify
- Reaching out to people, liaison is important
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Would like to have things move a bit faster (Paolo)
- At FOSDEM, will have the opportunity to meet many of these organisations who may want to be in TDF’s AB
- Make a list of non-profits or orgs who would be interesting
- Then work out quality and level of common interest
- Then maybe work out the strategy together - could arrive in a few months’ time
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Can discuss on the Board list (Eliane)
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Needs to be private discussion? (Simon)
- If we only participate on board list, only directors can do it
- Or open it up to discussion for trustees
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Not sure if it needs to be (Paolo)
- There is a process of discovery, analysis etc.
- Then make it more public
- [REDACTED: internal AB details]
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Make a draft and then share with the community (Eliane)
- [REDACTED: internal AB details]
- Have something to present to the community - then discuss
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Not start completely open (Florian)
- Might get 50 proposals
- [REDACTED: internal AB details]
- Come up with proposal first
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Do the evaluation first (Paolo)
- [REDACTED: internal details]
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All the same it is important to leave room for disagreement and hear and act on it (Simon)
Next Board meeting: Monday 15 December
The meeting ended at 18:20 UTC / 19:22 Berlin time.
Eliane Domingos de Sousa (Session chair)
Mike Saunders (Keeper of the minutes)