[VOTE] Revoke "Declaration of Conflict of Interest - Paolo Vecchi" concerning LibreOffice Online and ecosystem

Dear members of the board,

I propose the following VOTE:

The board revokes the decision “Declaration of Conflict of Interest - Paolo Vecchi” (Declaration of Conflict of Interest - Paolo Vecchi) retroactively, regarding LibreOffice Online and ecosystem.

We acknowledge that making software available free of charge, in binary form, to everyone, is a main goal of The Document Foundation. Legal statements and the authors of our statutes confirmed this. An activity to do so can never create a conflict of interest by itself alone. The initiatives to make LibreOffice Online available to the general public is an activity fully in line with our statutes and our mission.

The board has legal statements from many independent lawyers which confirm conflicts of interest for other previous board members in several topics. These board members did not accept their conflict but some were involved in the conflict of interest declaration about Paolo. We know that their own conflicts of interest created problems for the foundation.

The board has also learned that some board members (or their companies) who were involved in the conflict of interest declaration about Paolo were listed on a project funding website from another nonprofit regarding LibreOffice and/or LibreOffice Online. If they do not have a conflict, even if they are listed on a project funding website, Paolo can not have a conflict either.

The vote on Paolo’s conflict of interest was published 3 December 2023. All the funding projects started before.

The vote on Paolo’s conflict of interest does not match with the behaviour some previous board members have shown on the same topic.

Also, someone cannot participate in a process to determine the conflict of interest of someone else if they are involved in the same or a similar matter.

The board also misses proper explanations for the conflict of interest. We also do not have any legal statement that confirm Paolo’s conflict of interest, but we have legal statements that confirm the conflict of other previous board members.

A previous board member, back then affiliated to an ecosystem company, started the vote about Paolo’s CoI and wrote:

The Board of Directors at the time of voting consists of 7 seat holders (not including deputies).

The merit of the vote excludes a full-seat board member, giving 6 seat holders with the right to vote. Deputy members cannot represent the missing director for the purpose of the vote.

In order to be quorate, the vote needs to have 1/2 or more of the Board of Directors members able to participate to the vote, which gives 3.
A total of 3 Board of Directors members have participated in the vote.
The vote is quorate.
A decision could be reached with a simple majority of 2 votes.

Result of vote: 2 approvals, 1 abstains, 0 disapprovals.
Decision: The proposal has been accepted.

Participants in the vote:
László Németh
Thorsten Behrens
Ayhan Yalçinsoy

We also learned that another previous board member, back then also affiliated to an ecosystem company, has sent e-mails about the conflict of interest hearing to Paolo Vecchi.

A previous board member who participated in the process to determine the conflict of interest of Paolo Vecchi publicly complained about a business matter between Paolo Vecchi and some ecosystem companies (https://www.mail-archive.com/board-discuss@documentfoundation.org/msg06244.html).

A judge who has a personal or business issue with someone will not be suitable to act independently in such a case. We can not accept double standards in our community.

The determination of conflict of interest against Paolo Vecchi lacks evidence, substance and has not been taken in a proper process.

It therefore needs to be declared invalid from the beginning.

This vote runs 72h from now.

Best,
Eliane Domingos

2 Likes

My vote: YES

I also wish to express my sincere apologies to Paolo Vecchi. What was done to him was deeply unjust. Even in the face of such unfair treatment, he has continued to dedicate his time and energy as a volunteer, delivering work of great value to the project and the foundation. This is a testament to his integrity and commitment — and it deserves our full recognition and respect.

Best,
Eliane Domingos

2 Likes

This. So much this. It’s absolutely ridiculous, what happened.

So +1 from me.

4 Likes

Thanks Eliane for opening the vote on that! I agree with you and Mike, TDF has no double standards.
+1 from me
Sophie

3 Likes

Thanks Eliane for calling the vote on such Issue.
I agree with you, Mike and Sophi.
+1 for me too

–Osvaldo

2 Likes

As directors will know, I am cautious about moves to make changes to the decisions of earlier boards, especially without adequate consideration of all sides. I do think this is the sort of decision that should be revisited periodically, but this matter has appeared as a vote without adequate discussion in a board meeting and the positions that others outside the majority group express have not been properly considered.

I really have no idea about the validity of the COI in question and consider this matter incompletely considered by the current board, but have no need to demonstrate a position for or against the individual involved, so I choose to abstain from this vote since it is not clear the interests of the Foundation are served either by removing it or by strengthening the finding of the previous board.

Thanks a lot for the kind words and for the time that the majority of board members invested in evaluating facts and evidence available to the whole board.

The previous board created yet another incident that should be taken in consideration by our legal counsels during the process of reviewing the CoI Policy and the Code of Ethics and Fiduciary Duties so that we reduce the likelihood of similar governance mishaps in future.

Ciao

Paolo

The Board of Directors at the time of voting consists of 7 seat holders (not including deputies).

The merit of the vote excludes a full-seat board member, giving 6 seat holders with the right to vote. Deputy members cannot represent the missing director for the purpose of the vote.

In order to be quorate, the vote needs to have 1/2 or more of the Board of Directors members able to participate to the vote, which gives 3.

A total of 5 Board of Directors members have participated in the vote.
The vote is quorate.

A decision could be reached with a simple majority of 3 votes.

Result of vote:

4 approve: Eliane, Mike, Sophie, Osvaldo
1 abstain: Simon

Decision: The proposal has been accepted.

Congratulations to the board for taking this decision.

I remain appalled by the original CoI determination, and can only share the apologies to Paolo for what he had to endure, and extend my thanks for staying with us for the good of TDF despite all this.

  1. It is not helpful, that this decision is presented as a counter-blow against members of the previous BoD.
  2. No, you don’t have such statements; or rather, you should not be allowed to rely on secret documents, which you must disclose to us, to make such claims.

Such claims need references or links to relevant documents. And again - in a decision supposedly regarding Paolo, most of the text is spent badmouthing previous BoD members.

That sounds like an argument that Paolo is conflicted, but for procedural/technical reasons should not be found to be in CoI. I don’t think that is the case.

Lack of explanation or argumentation has not been a problem for this board before.

But regardless - where is your explanation? You’re deciding that a BoD member - and one that’s dominant and in the ruling faction - is not conflicted. But you’ve not spent even a single paragraph recognizing what Paolo does and doesn’t do outside his position in the TDF, and why those activities don’t constitute CoI as you see it (or as lawyers have advised you).

Seeing how you just stated that a determination of CoI is a judicial, or semi-judicial, process - how can you now make a counter-decision that is thoroughly politicized in its phrasing and argumentation?

And I’ll say again - I thought the original decision was nonsensical and should not have been taken.

But - most of you said nothing at the time; nor have you considered other CoI determinations from the same period of time; nor have you tried to set up an appropriate procedure for reaching such decisions (whether within the BoD or outside of it); nor have you, during the last BoD term or this one, referred the matter to our oversight body; nor have they said a word about this matter.

I think Eliane did explain this already:

The logical conclusion is that if Paolo would have had a CoI, several of those who were involved in the determination process would have had a CoI for sure, and could not have even decided in this matter.

It is similar to being in front of a judge with whom you have a business dispute. That judge could not decide over that very same business dispute.

You mean the oversight body whose decisions should have been subject to a legal review by that very same board?