our legal counsel urges the board to run several votes immediately as one of the required preconditions which will allow us to have a valid budget soon.
Based on the advice provided by our lawyers I propose the following vote:
Remove former board members Kendy and Caolan from the internal delegation of responsibilites in Section 3 (as they have left the board), as already requested by Membership Committee back in December 2022
Thorsten should be removed from staff oversight due to a conflict of interest
Rationale as advised by Carlo Piana: TDF needs to make a binding resolution and procedure by which those overseeing the tendering are not under the direct influence of potential contractors’ affiliates.
This vote proposal also helps to address conflict of interests with regards to the oversight of staff and with regards to the performance review of a staff member.
Other potentially conflicted areas have to be addressed at a later stage.
This vote will run for 72h. Early votes are welcome, as we need to finalize our budget. If everyone voted before the 72h timeline, the vote can be concluded earlier.
Since this touches HR topics, I’ve now started an internal vote with the full board, that should address the concerns brought up. Results will be posted here.
So once again it seems like some board members are not interested at all in following the legal advice that the board received.
On top of it our chairman is leading by example by ignoring the legal advice stating that, as director affiliated with a potential bidder, he’s the least indicated person to take decisions about staff. Regardless of that he takes the initiative, without any board discussion, to send out a vote where he imposes a committee with 2 members of the board of his choice. I guess it’s an improvement from last vote were one of the members of the board imposed was also in conflict of interest but still not the behaviour expected from a chairman that should lead by example in a positive way.
I believe any external observer would find a situation where members of the board avoid following, or even circumvent, legal advice quite worrying.
@PaoloVecchi : As an external observer and an attorney, I can honestly say that advice isn’t necessarily followed just because a lawyer recommends something. That is entirely up to the party to whom the advice was given, they are generally considered to be responsible for any decisions taken to follow, or ignore that advice. A lawyer may have valid misgivings about an axis of decision making taken by a client, and recommend not to go down that route, but in the end, the client is the one liable for that decision. People who are uncomfortable with collegiate decision making should either withdraw from the college, or else work within a framework in which dissenting opinions can be registered and recorded, e.g. similar to some courts in certain jurisdictions. Even then, they are not generally dissociated from the collegiate decision making process. The Board sits as a body, and decisions are taken as a body. Individualities do not generally get a look in.
I understand the need to express minority opinions, but the collegiate majority decisions are precisely that - a majority of representatives voting in favour of a motion in knowledge of the facts.
I totally agree with the concepts you expressed as they are not new to me.
I do agree that if one lawyer provides advice it has to be thoroughly evaluated, put in the wider context and then evaluate if members of the board are OK with being eventually liable for deciding to not follow legal advice.
Surely one might have doubts and should perform due diligence going even beyond what one lawyer might say but then when there are several law firms coming up with the same lines of advice one might also start thinking that they know better than oneself or other directors that don’t have a brilliant track record in terms of understanding and following legal advice in relation to other correlated matters that have not yet been disclosed.
Then as the legal advice is coming from top legal experts in their field supported by our legal counsel, which is one of those that wrote the statutes, I would trust that we are getting the best legal advice we can get. Looking also at specific situations where advice is not being followed then specific patterns become evident.
My dissent in relation to specific actions where some board members decided not to follow legal advice, or even to circumvent it, are on record publicly and privately in email archives showing the behaviour of other directors, which also formed a parallel board excluding 2 directors, in relation to issues that could have been fixed a long time ago.
being eventually liable for deciding to not follow legal advice.
The board is responsible aka liable regardless of ‘legal advice’, that is what alex just explained to you
that don’t have a brilliant track record in terms of understanding and following legal advice
It may surprise you that TDF has been operating fine for quite some time, and that many of the people you are accusing, actually founded TDF.
I would trust that we are getting the best legal advice we can get.
Looks like you are making sure to waste as much money as possible on extra-curricular actives… that’s a luxury you can afford thanks to the hard work and good stewardship of the people you are criticizing and other previous active members, Thanks to them TDF is still in good financial shape
which is one of those that wrote the statutes,
Yeah I remember, I was there… and so were the people you are accusing of incompetence and worse.
then specific patterns become evident.
You are aware of the concept of Libel ? at some point your innuendo and not so veiled accusation will become actionable.
My dissent in relation to
it has been noted for months now. you position is to ignore the part of the foundation that is democratic and as far as I can tell, never really done anything on the meritocratic part.
There has been a vote, registered, counted, validated… you are not getting your way… tough, get over it and stop wasting time and resource because you cannot accept the decision of the board.
showing the behaviour of other directors, which also formed a parallel board excluding 2 directors,
1/ Just because you do not get your way does not mean there is a conspiracy.
2/ Board members are not obligated to socialize with you
3/ there are forms and procedures for board member resolution, There are board meeting, there are board resolutions. the only notable thing is that you are voting systematically in opposition and try to smear people that disagree with you.
Since this touches HR topics, I’ve now started an internal vote with the full board, that should address the concerns brought up. Results will be posted here.
I’d like to remind you, that you have a Conflict of Interest (CoI) in relation to TDF staff (and its oversight). You state that the vote you started touches HR topics (of TDF) you are not able to start a vote on such a topic and also not able to engage in a discussion and decision on a topic of this area.
For this reason any vote you (and maybe others with a similar CoI on this topics) started, influenced, discussed or voted on will be invalid. TDF is not allowed to execute on such a vote.
I don’t think you are in a position to judge that, so I would encourage a more careful wording (of what is your opinion, not a fact). I maintain that discussing legal matters in public is in general not advisable. Your (repeated) statements that people would need to be excluded from even discussing things, have BTW been checked & found invalid.
In my opinion:
Find the mistake for such behavior in relation to relevant matters in a, e.g. foundation’s, body with mandatory equal members.
And in my opinion too:
Some have obviously the idea to call it euphemistically “to socialize,” others “shadow board.”
@iplaw67 is absolutely right as I learned not long after I joined the board in 2020. That’s another good reason for me to make my dissent in regards to certain decision clear and public.
I’m actually appalled by the time and the money is being spent in going around in circles when, if legal advice were followed, we would have sorted many things a long time ago.
Thank you for contributing in creating TDF which was a combined effort of many people with a great vision and many complementary skillsets.
I’m surely not questioning the competence of the many that contributed to TDF and LibreOffice over the years in their field of expertise but I would question choices and actions of board members when others, which are also TDF’s founders, with a lot more competence in certain areas, eg. laws and regulations say that those choices and actions are problematic.
A short definition of it says: a piece of writing that contains bad and false things about a person.
I’ve been on the receiving end of it quite a few times both in public and in private as a form of retaliations for having dared to challenge some votes and decisions.
It has become a “meme” to blame “Paolo” for anything hoping that people reading those comments would fall for it so that they don’t go further than that and accept it as it is. It is understandable that people are busy with their daily job so, as it happens with medias, they accept the narrative being created by the channels they believe to be trustworthy.
Fortunately some look further and see that I’m one of a few pointing at the issues with plenty of evidence and legal statement supporting what I say.
In a normal situation you would be right, and by coincidence that’s exactly what Thorsten told me a few times, but then it would mean that I have to accept decisions even when taken in conflict of interests and against legal advice. As we seen in the past there are board decisions that turn out to be not ideal for the best interest of TDF.
I might be the most outspoken member of the board but that doesn’t mean it’s just my way.
True but when someone says that there is a board decision then all members of the board should evaluate facts, evidence and legal advice. It has been confirmed that since last year the board has excluded from the discussion 2 members of the board that are likely to want to take informed decisions based on facts and legal advice.
I actually vote in favour of many things but you might only notice when I oppose a decision that hasn’t been taken following procedures, that are tainted by conflict of interest or go against legal advice.
It would be great if you validate your assumptions with information that is available in this forum or tdf-internal before coming to conclusions. In due course more information will be made available to make the situation even clearer.
I don’t think you are in a position to judge that, so I would encourage a more careful wording (of what is your opinion, not a fact). I maintain that discussing legal matters in public is in general not advisable. Your (repeated) statements that people would need to be excluded from even discussing things, have BTW been checked & found invalid.
you have no evidence for your statement. I evaluated it in the relevant sources and an abstain from vote on, discussion and influencing of a topic, where you have a Conflict of Interest (CoI), is the absolute minimum. If you are not able to follow that route, TDF need to execute more effective actions.
I think you have that the wrong way. You are basing your statement (which continues to be an opinion) on incomplete information. Furthermore, as said, some of your earlier opinions here turned out to be factually wrong, too.
Andreas opinion matches the legal advise the board received showing that directors affiliate with bidders must refrain from influencing the discussion around HR matters.
Sending out a vote related to HR matters, imposing who will “exclusively” handle those matters with the clear intent of excluding from that process non conflicted members of the board with experience on the matter which were part of the Employees oversight group goes against legal advice and TDF’s democratic process.
So, has the board as an entity receiving that service ever suggested individuals (like you) should go around and provide gossip about their non-lawyer selective interpretation of it?
