Update/Repost: Board of Directors Meeting 2023-03-20

Board Discuss
#1

Hello,

find below the updated/amended board minutes. Changes to the original version are in the interest declaration, see Board of Directors Meeting 2023-03-20 - #4 by cornouws

Florian

The Document Foundation
Board of Directors Meeting 2023-03-20
Meeting Minutes

Location: Jitsi

Session chair: Thorsten Behrens
Keeper of the minutes: Stephan Ficht

In the meeting:
Board Members - Thorsten, Cor, Paolo, Gabor, Emiliano, Laszlo
Board Deputy Members - Gabriel
Membership Committee Members - Gustavo, Marina
Membership Committee Substitute Members -
Community - Andreas
Team - Florian, Stephan, Sophie, Guilhem, Stéphane

Representation: Gabriel for Ayhan

The Board of Directors at 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 or represented in 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 meeting is quorate and invitation happened in time. From now on, motions can be passed with the agreement of a simple majority of those remaining present. The majority threshold is currently 4.

***** Someone to start recording via Chrome *****

Recurring item: Publication of previous board min
utes

  • board-discuss
  • tdf-members
  • wiki page for minutes
  • wiki page for decisions
  • private minutes to the MC

Any updates regarding director affiliations and substantial interests:

Would any of the directors present need to declare an interest, for any of the listed agenda items?

    1. Thorsten, Gabor, Cor
    1. Thorsten, Gabor, Cor
    1. Thorsten, Gabor, Cor

The public meeting commences at 17:00 UTC / 18:00 Berlin time.

AGENDA:

Public Part

  1. Answering questions from the community (tdf-board, 5 mins)
    Rationale: Provide an opportunity for the community to ask
    questions to the board and about TDF
  • some discussion on the recent decision to record board meetings
    (privately)
  • not ideal to have this discussion now - there was a public vote
    (Thorsten)
  • recording was stopped after request from Stephan
  • let’s have the announcement that board meetings are recorded in the
    meeting / agenda email, starting next call
    • AI Thorsten add to agenda template
  • What has been your most important personal achievements in the interest of the foundation since you took over as chairman around one year ago? (Stephan)
    • running board in a difficult time, getting decisions made (Thorsten)
  • what’s the relevance of raising this right now? (Cor)
  • if there’s concerns - perhaps ask directly or 1:1? (Thorsten)

  1. Status Report, Discuss: Update on formalising board fiduciary
    duties (Paolo Vecchi, 5 mins)

    Board members have fiduciary duties towards the foundation.

    This document is a draft, how directors would ideally act in the
    discharge of their roles and duties:

    https://nextcloud.documentfoundation.org/f/1235729

    This documents contains more info and examples that TDF might
    consider adopting:

    https://nextcloud.documentfoundation.org/f/1069321

    Public link for both of the above: The Document Foundation Nextcloud

  • translates what law says to very simple rules (Paolo)
    • seem to be not much interest
    • feels lack of interest, little feedback
    • why no more interest from the board wrt to these simple rules
    • obvious rules
  • there were problems with the links before, now seems to work
    (Thorsten)
    • those things listed are pretty obvious - perhaps that’s the reason
      for little feedback so far?
    • board has lived by those (or similar) rules
  • helpful for new board members (Paolo)
  • put that in the onboarding then (Cor)
    • stuff there is common sense
    • warning: the current draft contradicts the CoI policy in at least one
      place, so needs work (also to keep rulebooks consistent at TDF)
    • contradiction in regulations may raise big problems
  • given we’re running late - discuss further issues via email?
    (Thorsten)
  • can members comment? (Sophie)
  • yes of course! (Thorsten)
  • Cor and other board members can then contribute in correcting the
    error he spotted and then discuss it with the members via
    email/nextcloud (Paolo)
  • much prefers nextcloud over email (better & more structured)
    (Thorsten)

  1. Status Report: Move board-discuss [& tdf-members] to Discourse
    (Florian Effenberger, Thorsten Behrens, 5 mins)

    • any remaining question?
    • what’s the timeline now?

    Materials:

The public meeting ends at 17:28 UTC / 18:28 Berlin time

Private Part

  1. Vote, Discuss: Discussion and budget for developer roles (Florian
    Effenberger, 5 mins)

  2. Status Report, Discuss: Improve tendering process (tdf-board, 5 mins)

  3. Status Report, Discuss: Next steps legal ToDo items (Paolo Vecchi, 20 mins)

  4. Status Report, Discuss: TDF 2023 Budget Planning (tdf-board, 5 mins)

  5. Status Report: Leftover Brussels items (Florian Effenberger,
    Thorsten Behrens, 5 mins)

  6. Discuss: Last minute item(s) (tdf-board, 5 mins)
    Rationale: if there is time left, and anything is popping up after
    sending the agenda

The private meeting ends at 18:21 UTC / 19:21 Berlin time.

Thorsten Behrens (Session chair)
Stephan Ficht (Keeper of the minutes)

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