[VOTE] approval of preliminary budget for 2022

Board Discuss
#1

Hello,

in the private part of Monday's board call, the Board of Directors discussed the concerns raised with regards to the budgetting process.

The Board decided to run another approval vote on the preliminary budget for 2022, as all board members and deputies who might bid on the approved tenders and projects decided to abstain by explicit declaration.

On behalf of the Board, I therefore call for the following VOTE:

Approval of the preliminary budget for 2022
as summarized in https://listarchives.tdf.io/i/dlUqWosS6dnXs8bWoXl2vC6a
and discussed in the private board meeting on 2022-03-28

The vote runs until Monday, April 11, 0800 Berlin time (0600 UTC).

#2

+1 approve

#3

+1

Gabriel

#4

I support this preliminary budget but with conditions as there is not enough time to review the entire process by the time we have to file it at the end of April.

Multiple times in the past two years, at least, concerns have been raised in regards to the way items are being put forward, voted and tendered so it's about time to put policies and checks in place to make the process more transparent and inclusive.

While some may want to assume there is no foul play it is essential to demonstrate that the process, from the ESC up to the tenders approval, is fair, accountable, gives everyone equal opportunities to participate and helps bringing in potential new contributors.

The board has has not received the ranking from the ESC with the votes of each member to evaluate if there is a good balance between the choices made by employees of potential bidders and non bidders.

As a fully transparent process is not yet in place before final approval so non bidding members of the board, together with the team and the person that made the proposal, will need to review each tender in the budget to make sure that there is no doubts about the benefit for TDF and its wider community.

The board will need to work on implementing the procedural changes necessary before the next budgeting round possibly including a suitable version of the CoI Policy, as already implemented by the MC and the Board, for the ESC.

With the above as a condition I vote +1

Ciao

Paolo

#5

Hello,

Hello,

in the private part of Monday's board call, the Board of Directors
discussed the concerns raised with regards to the budgetting process.

The Board decided to run another approval vote on the preliminary
budget for 2022, as all board members and deputies who might bid on
the approved tenders and projects decided to abstain by explicit
declaration.

sorry, if I'm a bit sarcastic here. It seemed to me the board tried to
be creative, but you not always get successful. There is a saying in
German: 'gut gemeint, aber nicht gut gemacht', which applies to this
change of process.

a) All board members have the overall responsibility for leading TDF and
its budget. There are no part-time or part-responsible board members.
Thus if a board member abstain from the voting it doesn't change
anything regarding CoI etc.

b) It doesn't help, if a deputy board member tries to jump in for a
board member, because it represents the board member (with all
consequences including CoI). If the member is not able to vote (e.g.
because of CoI), there is no representation possible.

c) All members of the board (including deputies) have discussed the
budget and it items and thus are - even though they not vote - CoI,
because all board members (or deputies taking place in the process) are
responsible for the whole budget (including items for tender).
If a company/organization, connected to one of the board members
(deputies) would bit for one of this tenders there is the risk of
nepotism. Thus such companies/organization are excluded from the
tendering process. This apply as long and for budgets which are
discussed / voted on by connected board members (deputies).

Conclusion: companies/organizations connected with current board members
could only bit for tenders, which are discussed with only not connected
board members (deputies). Thus they could bit for tenders from the
budget for 2023 at the earliest.

Regards,
Andreas

#6

Hi Andreas,

thanks for your review and comments.

It seems like we replied nearly at the same time as I made my vote conditional to a change of process that permanently fixes the issues you mentioned.

The change of process needs to start from the ESC, from where anyway very valuable input is generated, up to the validation of the deliverables.

This afternoon I sent a proposal internally asking to evaluate in greater detail some options to change the process but further feedback is always welcome.

Ciao

Paolo

#7

Hi Andreas,

Andreas Mantke píše v St 06. 04. 2022 v 17:05 +0200:

b) It doesn't help, if a deputy board member tries to jump in for a
board member, because it represents the board member (with all
consequences including CoI). If the member is not able to vote (e.g.
because of CoI), there is no representation possible.

I don't agree with your line of thinking.

Suppose you were in the Board with me as a deputy, I was missing in a
meeting, and you were to represent me.

Are you suddenly becoming a Collabora employee or contractor or
affiliate in any other way? Or what is the base for the CoI in such a
case?

All the best,
Kendy

#8

Hi Kendy, all,

Hi Andreas,

Andreas Mantke píše v St 06. 04. 2022 v 17:05 +0200:

b) It doesn't help, if a deputy board member tries to jump in for a
board member, because it represents the board member (with all
consequences including CoI). If the member is not able to vote (e.g.
because of CoI), there is no representation possible.

I don't agree with your line of thinking.

Suppose you were in the Board with me as a deputy, I was missing in a
meeting, and you were to represent me.

Are you suddenly becoming a Collabora employee or contractor or
affiliate in any other way? Or what is the base for the CoI in such a
case?

in such case the representing deputy steps in for the member and thus he
replaces the member. If the member has a CoI, this couldn't be solved by
a representation.

And to add: the deputy member votes for the represented member (as if
the member do it himself).

And although you are not agree with me, this makes no difference,
because I only describe the rules that apply for foundations /
associations in the case of TDF.

Regards,
Andreas

#9

Hi Andreas,

Andreas Mantke píše v St 06. 04. 2022 v 18:11 +0200:

> Suppose you were in the Board with me as a deputy, I was missing in
> a
> meeting, and you were to represent me.
>
> Are you suddenly becoming a Collabora employee or contractor or
> affiliate in any other way? Or what is the base for the CoI in
> such a
> case?

in such case the representing deputy steps in for the member and thus
he
replaces the member. If the member has a CoI, this couldn't be solved
by
a representation.

And to add: the deputy member votes for the represented member (as if
the member do it himself).

This is very interesting. So assume that a CoI'd deputy represents a
director with no CoI.

Applying the above, the CoI'd deputy is not CoI'd any more when
representing the non-CoI'd director, correct?

All the best,
Kendy

#10

Hi there,

  Since it seems that there are only complainers on one side of
this discussion let me give another view. If only to avoid the idea
that there should be major concessions on one side only.

  I am thrilled that three of our founding team: Kendy, Thorsten
& Cor are on the board, and fully engaged in the discussions - they
(along with some of the other board members plus of course deputies) -
bring as individuals a huge depth of experience, competence, and a
decade+ of service each to LibreOffice. They are reasonable, friendly
and like-able people who are working for the best of TDF. From what I
have seen their approach to political discussion and compromise is to
be reasonable, winsome, to look for what is possible for the good of
TDF & LibreOffice.

  I see excluding such representatives of the Trustees from
fundamental matters (such as budgeting what topics to spend money on,
how to structure and run TDF etc.) as in conflict with our statutes.

  Such decisions by statute ($8.1) are to be taken by the whole
board, which stands together for damages: I suppose I agree with
Andreas on this. Any CoI policy is for a specific interest - clearly
no director should vote on the conclusion of a transaction with
themselves ($9.6) - that is reasonable: but the fundamental decisions
are for the whole board - and budgeting is the explicit task ($8.2) of
the board of directors as they fulfill the will of the founders and
mandate of the members.

  Again - it is important that our CoI policy is not used
maliciously to subvert democracy by excluding directors from their
main statutory tasks. If this new policy is being mis-used for this it
should be significantly amended in this regard; it was not the
intention when it was created.

  So - let me vigorously complain as a Trustee: that those for
whom I voted are being encouraged to exclude themselves from the very
things that they were elected to do. The very idea that we should
exclude some of our most competent is grim for TDF - particularly when
Thorsten, Kendy, Cor, Gabor represent over 50% of the first-choice
votes for board members. The will of those Trustees should be
reflected our budget.

  Worse - since TDF uses tenders to complete what it needs to
spend each year (something we are very badly behind at at last check
with Eur ~2.5 million in the bank) - it is easy to argue that any
decision with a spending aspect either increases or decreases the
remaining pool for tendering.

  Using that fact to try to exclude anyone whose employer might
(independent of them) submit a bid for a tender - from any spending
related board decision (which is most of them) is grim. I've seen this
argument aired here recently.

  It means tearing up the votes from Trustees for those people,
while walking all over our statutes.

  TDF really needs competent suppliers to bid for its tenders -
and we could use more entities applying there, not fewer.

  TDF really needs competent, friendly, welcoming, helpful
people to stand on its board and represent its Trustees - we have only
just about enough.

  TDF already has a firewall to avoid self dealing. It has a
fair and completely opaque (to those bidding) process for choosing who
wins. It has a process for selecting and estimating tasks that is open
to all ideas - and is promoted by TDF itself. The ESC ranks ideas -
and the primary problem in the past there has been chasing ESC members
to do the work to evaluate and rank the proposals. The ESC ranking is
typically provided with full details of who voted whatever way to the
board, then the board takes this into account as it ranks this in the
budget.

  There is no corruption here.

  Although - it can appear that this talk of conspiracy &
malfeasance is primarily an attempt to overturn the will of the
Trustees as reflected in the election results.

  Not every board member or Trustee is going to like every
proposal - I would suggest that a "take it or leave it" approach to
improving such proposals is deeply counter-productive.

  We go no-where good fast when we turn to attacking the
motivations of those who want to improve any proposal instead of
working together collaboratively to improve things.

  So lets stop this nonsense for the good of TDF.

  Lets engage with critiquing the issues and proposals, and not critique the people who are trying hard to do a good job on the board.

  Regards,

    Michael.

#11

Hi there,

Since it seems that there are only complainers on one side of
this discussion let me give another view. If only to avoid the idea
that there should be major concessions on one side only.

I am thrilled that three of our founding team: Kendy, Thorsten
& Cor are on the board, and fully engaged in the discussions - they
(along with some of the other board members plus of course deputies) -
bring as individuals a huge depth of experience, competence, and a
decade+ of service each to LibreOffice. They are reasonable, friendly
and like-able people who are working for the best of TDF. From what I
have seen their approach to political discussion and compromise is to
be reasonable, winsome, to look for what is possible for the good of
TDF & LibreOffice.

I see excluding such representatives of the Trustees from
fundamental matters (such as budgeting what topics to spend money on,
how to structure and run TDF etc.) as in conflict with our statutes.

Such decisions by statute ($8.1) are to be taken by the whole
board, which stands together for damages: I suppose I agree with
Andreas on this. Any CoI policy is for a specific interest - clearly
no director should vote on the conclusion of a transaction with
themselves ($9.6) - that is reasonable: but the fundamental decisions
are for the whole board - and budgeting is the explicit task ($8.2) of
the board of directors as they fulfill the will of the founders and
mandate of the members.

Again - it is important that our CoI policy is not used
maliciously to subvert democracy by excluding directors from their
main statutory tasks. If this new policy is being mis-used for this it
should be significantly amended in this regard; it was not the
intention when it was created.

So - let me vigorously complain as a Trustee: that those for
whom I voted are being encouraged to exclude themselves from the very
things that they were elected to do. The very idea that we should
exclude some of our most competent is grim for TDF - particularly when
Thorsten, Kendy, Cor, Gabor represent over 50% of the first-choice
votes for board members. The will of those Trustees should be
reflected our budget.

Worse - since TDF uses tenders to complete what it needs to
spend each year (something we are very badly behind at at last check
with Eur ~2.5 million in the bank) - it is easy to argue that any
decision with a spending aspect either increases or decreases the
remaining pool for tendering.

Using that fact to try to exclude anyone whose employer might
(independent of them) submit a bid for a tender - from any spending
related board decision (which is most of them) is grim. I've seen this
argument aired here recently.

It means tearing up the votes from Trustees for those people,
while walking all over our statutes.

TDF really needs competent suppliers to bid for its tenders -
and we could use more entities applying there, not fewer.

TDF really needs competent, friendly, welcoming, helpful
people to stand on its board and represent its Trustees - we have only
just about enough.

Are you, the same one who said 'non coders can't talk', saying that just the people you mentioned are competent enough and helpful to represent trustees?

TDF already has a firewall to avoid self dealing. It has a
fair and completely opaque (to those bidding) process for choosing who
wins. It has a process for selecting and estimating tasks that is open
to all ideas - and is promoted by TDF itself. The ESC ranks ideas -
and the primary problem in the past there has been chasing ESC members
to do the work to evaluate and rank the proposals. The ESC ranking is
typically provided with full details of who voted whatever way to the
board, then the board takes this into account as it ranks this in the
budget.

There is no corruption here.

Although - it can appear that this talk of conspiracy &
malfeasance is primarily an attempt to overturn the will of the
Trustees as reflected in the election results.

Not every board member or Trustee is going to like every
proposal - I would suggest that a "take it or leave it" approach to
improving such proposals is deeply counter-productive.

We go no-where good fast when we turn to attacking the
motivations of those who want to improve any proposal instead of
working together collaboratively to improve things.

Huh? It seems your memory is not so good

#12

I think I explained before, but happy to repeat, that the idea that Michael said that, is at least a huge misinterpretation.

Cheers,
Cor

#13

It’s not an idea, I don’t imagine stuff. It was a BoD only mailing list thread.

That kind of thing is not said in public.

#14

Hi Kendy, all,

Hi Andreas,

Andreas Mantke píše v St 06. 04. 2022 v 18:11 +0200:

Suppose you were in the Board with me as a deputy, I was missing in
a
meeting, and you were to represent me.

Are you suddenly becoming a Collabora employee or contractor or
affiliate in any other way? Or what is the base for the CoI in
such a
case?

in such case the representing deputy steps in for the member and thus
he
replaces the member. If the member has a CoI, this couldn't be solved
by
a representation.

And to add: the deputy member votes for the represented member (as if
the member do it himself).

This is very interesting. So assume that a CoI'd deputy represents a
director with no CoI.

Applying the above, the CoI'd deputy is not CoI'd any more when
representing the non-CoI'd director, correct?

No, because the reprenting deputy has the CoI in his person and could
not drop that.

Regards,
Andreas

#15

Hi Andreas,

Andreas Mantke píše v Čt 07. 04. 2022 v 16:56 +0200:

> Applying the above, the CoI'd deputy is not CoI'd any more when
> representing the non-CoI'd director, correct?

No, because the reprenting deputy has the CoI in his person and could
not drop that.

I see, thank you! Is this all collected somewhere at one place so that
I can read it myself, and don't have to ask you bit by bit?

All the best,
Kendy

#16

Hi,

I'm put out by your reply. You try to move the subject to an emotional
we versus them or bad cop versus good cop.

There were 10 TDF members which decided to stand for the board at the
end of last year. Seven of this members were elected board members and
the other three deputy member.
As they decided to candidate for the board they knew about the CoI rules
of TDF. Thus they decided to follow this rules. A member of the board
(also a deputy) could only wear one head on the both sides of a table.
The whole board is responsible for the whole budget including e.g. items
for tenders. Thus ihe/she could not vote on the budget and be part of a
company / organization which bids for one of the tenders.
And to add: if CoI rules have no pain they are no real such rules. In
such case they wouldn't be worth the paper (and effort to write them down).

And to add further: the whole thread has nothing to do with a judgment
about the work of any (deputy) member of the board!

Hi there,

Since it seems that there are only complainers on one side of
this discussion let me give another view. If only to avoid the idea
that there should be major concessions on one side only.

I am thrilled that three of our founding team: Kendy, Thorsten
& Cor are on the board, and fully engaged in the discussions - they
(along with some of the other board members plus of course deputies) -
bring as individuals a huge depth of experience, competence, and a
decade+ of service each to LibreOffice. They are reasonable, friendly
and like-able people who are working for the best of TDF. From what I
have seen their approach to political discussion and compromise is to
be reasonable, winsome, to look for what is possible for the good of
TDF & LibreOffice.

I see excluding such representatives of the Trustees from
fundamental matters (such as budgeting what topics to spend money on,
how to structure and run TDF etc.) as in conflict with our statutes.

Such decisions by statute ($8.1) are to be taken by the whole
board, which stands together for damages: I suppose I agree with
Andreas on this. Any CoI policy is for a specific interest - clearly
no director should vote on the conclusion of a transaction with
themselves ($9.6) - that is reasonable: but the fundamental decisions
are for the whole board - and budgeting is the explicit task ($8.2) of
the board of directors as they fulfill the will of the founders and
mandate of the members.

Again - it is important that our CoI policy is not used
maliciously to subvert democracy by excluding directors from their
main statutory tasks. If this new policy is being mis-used for this it
should be significantly amended in this regard; it was not the
intention when it was created.

So - let me vigorously complain as a Trustee: that those for
whom I voted are being encouraged to exclude themselves from the very
things that they were elected to do. The very idea that we should
exclude some of our most competent is grim for TDF - particularly when
Thorsten, Kendy, Cor, Gabor represent over 50% of the first-choice
votes for board members. The will of those Trustees should be
reflected our budget.

Worse - since TDF uses tenders to complete what it needs to
spend each year (something we are very badly behind at at last check
with Eur ~2.5 million in the bank) - it is easy to argue that any
decision with a spending aspect either increases or decreases the
remaining pool for tendering.

Using that fact to try to exclude anyone whose employer might
(independent of them) submit a bid for a tender - from any spending
related board decision (which is most of them) is grim. I've seen this
argument aired here recently.

It means tearing up the votes from Trustees for those people,
while walking all over our statutes.

TDF really needs competent suppliers to bid for its tenders -
and we could use more entities applying there, not fewer.

TDF really needs competent, friendly, welcoming, helpful
people to stand on its board and represent its Trustees - we have only
just about enough.

TDF already has a firewall to avoid self dealing. It has a
fair and completely opaque (to those bidding) process for choosing who
wins. It has a process for selecting and estimating tasks that is open
to all ideas - and is promoted by TDF itself. The ESC ranks ideas -
and the primary problem in the past there has been chasing ESC members
to do the work to evaluate and rank the proposals. The ESC ranking is
typically provided with full details of who voted whatever way to the
board, then the board takes this into account as it ranks this in the
budget.

If I don't oversee something in the mails on this list, the board seemed
not to be provided with a list of the detailed votes of the ESC members
at least this time.

And maybe it's also wise to think about a possible CoI of ESC members,
in case they vote on items for tender, which they later bid for.

(...)

Regards,
Andreas

#17

Hi,

I'm put out by your reply. You try to move the subject to an emotional
we versus them or bad cop versus good cop.

That's a repeated pattern, indeed.

#18

Hello,

in the private part of Monday's board call, the Board of Directors discussed the concerns raised with regards to the budgetting process.

The Board decided to run another approval vote on the preliminary budget for 2022, as all board members and deputies who might bid on the approved tenders and projects decided to abstain by explicit declaration.

On behalf of the Board, I therefore call for the following VOTE:

Approval of the preliminary budget for 2022
as summarized in https://listarchives.tdf.io/i/dlUqWosS6dnXs8bWoXl2vC6a
and discussed in the private board meeting on 2022-03-28

The vote runs until Monday, April 11, 0800 Berlin time (0600 UTC).

a gentle reminder to cast your vote. So far I count replies from 3 board members and 2 deputies.

Thanks,
Florian

#19

Hi Kendy, all,

Hi Andreas,

Andreas Mantke píše v Čt 07. 04. 2022 v 16:56 +0200:

Applying the above, the CoI'd deputy is not CoI'd any more when
representing the non-CoI'd director, correct?

No, because the reprenting deputy has the CoI in his person and could
not drop that.

I see, thank you! Is this all collected somewhere at one place so that
I can read it myself, and don't have to ask you bit by bit?

there is no such document, which collects all answers.

But it's not necessary have everything in writing. Most things are usual
in the most developed countries and logical by good judgement.

E.g. I'd expect you wouldn't find it usual, if an employee (e.g. from
Collabora) would have the power to decide on his own about his salary
and the employer had to pay this amount of money. I have never heard
about such behavior e.g. in European country.

Regards,
Andreas

#20

Hi Andreas,

changing the subject, and the request to please move this tangential
discussion at least into a separate thread.

Andreas Mantke wrote:

Most things are usual in the most developed countries and logical by
good judgement.

That's not an appropriate comment. Our community calls from all parts
of this world, and we should be welcoming instead of patronizing.

Let's end-thread here.

Thanks, Thorsten

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