[VOTE] Adoption of Code of Ethics and Fiduciary Duties

The Board of Directors at the time of voting consists of 7 seat holders (not including deputies). In order to be quorate, the vote needs to have 1/2 or more of the Board of Directors members, which gives 4.

A total of 7 Board of Directors members have participated in the vote.

The vote is quorate.

A quorum could be reached with a simple majority of 4 votes.

Result of vote:

5 approvals: Paolo, Mike, Sophie, Osvaldo, Eliane
0 abstain
2 disapprovals: Simon, Laszlo

Decision: The proposal has been accepted.

Dissenting opinion from Laszlo Nemeth:

– Sharing Simon’s opinion, the policy has not had adequate review by our trustees.

– During the vote period, a serious issue detected by our trustees:
changing our statutes silently. The consequences of which are unforeseeable
without legal examination of the issue, but I am convinced that it could
result in the foundation and LibreOffice losing their FLOSS status.

Update 2025-12-01, 13:29 CET (UTC+1): Added Laszlo Nemeth’s dissenting opinion as per request

Attached is an informal, German translation of the document.
BoD-CodeofEthicsFiduciaryDuties-v1-2-DE.pdf (87,5 KB)

1 Like

Hi @nemeth,

thanks for voting!
If I’m not mistaken this is your 4th vote during this term, you could have done better but I guess it’s a start.

Not only the trustees but also the Advisory Board actually proposed changes that, when aligned with Statutes, Next Decade Manifesto, laws and regulations, have been implemented in the document.

So one might think that you are sharing an incorrect opinion.

Really? A trustee detected that but the rest of the board isn’t aware of it?

Why did that trustee tell only you about that and not the board?

Does he/she/them know who is silently changing the statutes?

If it could cause “the foundation and LibreOffice losing their FLOSS status” then it must be something really terrible.

As you read those changed statutes why didn’t you share them with the board?

Anyway anyone could write whatever they want but it would take at least trustees, board, legal counsel and supervisory authority approval before new silently changed statutes are adopted so I guess we are not in imminent danger.

The trustees did not receive a draft of such a document for consideration before a board decision.

Regardless of that point - the BoD cannot impose codes of conduct, or ethics, or other such rules, on the trustees. Binding rules can be instituted using the “community bylaws” mechanism described (albeit in sketch) in our statutes. And to introduce a community bylaw, BoT ratification is necessary. The situation for the MC should be even stricter:The BoD, being the party subject to comptrol/oversight, cannot presume to decide on how the MC, the body of oversight, is to conduct itself.

In other words - while the BoD can adopt such a document for itself, it can’t do so for the MC and BoT. For us - these are recommendations, not binding rules.

1 Like

This vote cannot change our statutes. Can you elaborate on what you meant here? Same for the unforseeable consequences etc.; why do you believe these rules would result in LO not being FLOSS? (And - the TDF is not FLOSS, it’s an organization which governs a FLOSS project, so not sure what you meant there.)

So the folder that has been shared and linked to, here in board discuss and in tdf-internal, since 2023 does not count as sharing a draft?

Not even sharing it in this vote counts?

Or in the agenda of the last meeting?

Dear community,

With the vote on the “Code of Ethics and Fiduciary Duties” now approved, I have proceeded to sign my document as required.

Sharing below the confirmation.

This is an important milestone for improving TDF’s governance.


Querida comunidade,

Com a aprovação da votação sobre o “Código de Ética e Deveres Fiduciários”, procedi à assinatura do meu documento, conforme exigido.

Compartilho abaixo a confirmação.

Este é um marco importante para melhorar a governança da TDF.

Best,
Eliane
3 Likes

Find linked the spanish translation.
BoD-CodeofEthicsFiduciaryDuties-v1-2-ES

2 Likes

Here is the FR translation helped by DeepL:
CodeofEthicsFiduciaryDutiesFR.pdf (78.2 KB)

Hi @floeff , all,

I believe it remains quite relevant, what is written in the statutes - and fortunately, we do not need to rely on your memory for that. It is clearly there, in front of us, including the statement that only the German version is authoritative.

So let me expand on this, since it seems people are still getting quite confused about it:

  • the wording in the German version of the statutes is entirely unambiguous - and only speaks about free as in freedom, not free as in gratis
  • in fact, the phrase used has its own wikipedia page in the German Wikipedia - not a single word on that page suggests that it means gratis or free of charge, but instead explains the copyright-angle free-as-in-freedom aspect

Now, if you @floeff continue to try and gaslight us, by claiming the statutes say something else, or mean something else, than what is literally in the text - or that you meant something else in 2011/2012 when drafting it - I honestly wonder, what are your motives? Since clearly, as a law student at the time, and collaborating with Mike (a lawyer and long-term member of the FSFE legal taskforce) on this, you both knew the precise meaning of the phrase “zur freien Nutzung durch jedermann”. With your legal training, you also knew how much it matters, what is written in the statutes, that they need to be unambiguous, and that only the statutes (not some manifestos or personal opinions) will form the basis and the constitution for the foundation. So what are you trying to do here?

Ultimately, it is my view that if the board wants to change the meaning of what is written in the statutes, it must go through the process of actually changing the statutes.

Best, Thorsten

Hi @mikesaunders ,

thanks for your otherwise thoughtful post - but one remark on the leading statement:

I don’t think we fundamentally disagree on what TDF should be (perhaps a bit more so on what TDF should do). But since this was mostly about the gratis downloads, I said this before:

Or phrased differently: it really makes a lot of sense, in a lot of places, to have readily-available gratis downloads. But Free Software is much more than gratis binaries, and sometimes (e.g. for enterprise use), it serves the larger goals better to not have them. Binding TDF’s (and the community’s) hand here as suggested, is unwise.

Best, Thorsten

Hi Florian,

Can you update the decision with my dissenting opinion as it was intended, please? (After that, I will remove this comment.)

Thanks,
László

– Sharing Simon’s opinion, the policy has not had adequate review by our trustees.

– During the vote period, a serious issue detected by our trustees:
changing our statutes silently. The consequences of which are unforeseeable
without legal examination of the issue, but I am convinced that it could
result in the foundation and LibreOffice losing their FLOSS status.

Hi Eyal, hi all,

I have very good reason to believe that this document was prepared with the intention of changing our statutes, purely on the basis of creating as strong a legal precedent as possible for a different legal interpretation. This new legal interpretation would be fundamentally contrary to the founders’ intentions as set out in the statutes, i.e. the objectives of the foundation. In my strong opinion, based on facts, this vote, which creates a legal precedent, confirmed by uninformed trustees, board and MC members, is a huge step in this very bad direction.

Without legal examination, but based on facts, I am convinced that removing FLOSS from our statutes, as very possibly covered by the this vote, has a deterrent effect, as it clearly appears to have real legal consequences, which are serious negative consequences for the sustainability of LibreOffice development, for our community, for TDF and for the whole FLOSS society. A local government, a charity, enterprises, including FLOSS-committed development companies or a committed free software activist, moreover, none of our trustees would no longer be safe if they wanted to use LibreOffice in accordance with FLOSS principles, because they would face a real (and unfortunately now real) legal threat from the foundation, from supervisory authorities, the German government, or even a well-intentioned or malicious actor. The possible legal situation and its deterrent effect precludes LibreOffice from becoming successful, competitive FLOSS software and likely also from being considered free software at all.

TDF is a respected member of the free software community. As soon as it abandons the FLOSS principles and uses or allows to use its new principles against the FLOSS community (for which the new legal documents would provide all the tools likely), it will become a pariah. That’s what I meant when I wrote that the foundation would lose its FLOSS status.

Best regards,
László

Please do share those facts and the amendments you requested in this document while it was being edited during the past 3 years.

Hi Laszlo,

I’m really not sure what you mean by this message. Why would TDF “abandon FLOSS principles”, when the Community Bylaws shared today state them clearly in the goal: “develop a next-generation set of digital productivity and creativity tools, by fostering a sustainable, independent and inclusive community to produce and publish Free, Libre and Open Source Software”?

Exactly the opposite is happening with these governance updates. These are not mutually-exclusive, either-or things. The Community Bylaws explicitly put FLOSS into the goals of the foundation. The Code here helps to ensure that any future Board of Directors of TDF, especially one dominated by commercial interests, cannot arbitrarily remove binary versions of the technology that the community has worked on together.

Mike

1 Like

Just done, but I suggest to leave this message here as is, because I refer to your request from this message.

These documents write many things down which should be common sense. However, as the past years have shown, these rules were not always followed.

The documents were discussed for many years, the latest since September 2022. They were also reviewed by a previous external consultant, contracted by the previous board. The reviewed documents unfortunately were never shared with the full board, until this board inquired with that previous consultant and discovered they were part of recommended governance changes.

I am very happy that these rules are finally in place two years later. They strengthen TDF’s governance and ensure our nonprofit goals and our dedication and committment to FLOSS, as intended by the founders and the authors of the Next Decade Manifesto. They make TDF a good FLOSS citizen and shows we act responsibly and mature.

1 Like

Traditional Chinese translation

文件基金會董事會道德守則與受託責任.pdf (571.1 KB)

Ah, OK, I undid the deletion.

Thanks, Florian!

TDF obviously not “caritative

duplicate → Code d'éthique et obligations fiduciaires du conseil d'administration - The Document Foundation Wiki