[VOTE] TDF to change composition of legal oversight group

Board Discuss
#1

On 2022-03-07 areas of oversight were assigned to members of the Board of Directors. It named Thorsten Behrens, Paolo Vecchi and Jan (Kendy) Holešovský for the legal oversight group regarding the topics “contracts, legal compliance, GDPR, trademarks” (https://wiki.documentfoundation.org/TDF/BoD_rules).

Thorsten Behrens is the Chairperson of the TDF as well as Managing Director of allotropia, one of TDF's contractors. Kendy is in the “Management Team” of Collabora Productivity, the other major tender contractor to TDF.

The tasks of the legal oversight group have further on instead been handled by the “special working group” consisting of Caolán McNamara, Paolo Vecchi and Emiliano Vavassori. This declaratory vote makes the change public, following the TDF transparency rules.

Therefore the working group decided unanimously to start a vote to that regard, sent out by TDF's Deputy Chairperson Caolán McNamara on July 21, 2022 (https://listarchives.documentfoundation.org/www/board-discuss/2022/msg00837.html). The actual composition of the legal oversight group is identical to the members of the special working group, Caolán McNamara, Paolo Vecchi and Emiliano Vavassori.

The following day Caolán McNamara stepped down from the Board of Directors (https://listarchives.documentfoundation.org/www/board-discuss/2022/msg00849.html). The vote could not take place as TDF first had to complete the Board of Directors with Gábor Kelemen (affiliation: allotropia) and decide on the next Deputy Chairperson to be Emiliano Vavassori.

The working group decided to now restart that vote, as the conditions that brought to it are persisting. According to standard procedure (§ 3 Rules of Procedure), changes are made public (§ 8 subsection 3 Statutes).

The Rules of Procedure can be modified "at any time", but the "draft of amended rules ... need to be made available at least one week in advance" (https://wiki.documentfoundation.org/TDF/BoD_rules). Formal procedure does require to make the draft available to the Directors, but not to the public, as the public has to be informed at a later stage. To avoid formal difficulties, this vote is all the same started after making the draft public first. This is not considered or legally advised to be necessary, but in a previous vote (regarding the conflict of interest policy), Thorsten Behrens claimed this to be necessary.

VOTE:

We hereby call for the following VOTE, which will start on Thursday, 2022-09-08 00:00 UTC+2/CEST; it will then run for 72h and thus will end on Sunday, 2022-09-11 00:00 UTC+2/CEST.

We hereby make available the draft of an amendment to the Rules of Procedure of the Board of Directors (https://wiki.documentfoundation.org/TDF/BoD_rules).

The amendment is to change the internal delegation of responsibilities (“areas of oversight”) in § 3 Rules of Procedure only regarding “contracts, legal compliance, GDPR, trademarks”.

The members of the legal oversight group regarding “contracts, legal compliance, GDPR, trademarks” are Emiliano Vavassori (Deputy Chairperson of the Board of Directors) and Paolo Vecchi. All other oversight groups remain unchanged.

Members of the Board of Directors who are in conflict shall explicitly declare their abstention.

Regards,

Discuss “Rules of procedure changes”
Discuss “Rules of procedure changes”
#2

+1

Paolo

#3

+1

Regards,

#4

Hello,

We hereby call for the following VOTE, which will start on Thursday, 2022-09-08 00:00 UTC+2/CEST; it will then run for 72h and thus will end on Sunday, 2022-09-11 00:00 UTC+2/CEST.

We hereby make available the draft of an amendment to the Rules of Procedure of the Board of Directors (https://wiki.documentfoundation.org/TDF/BoD_rules).

The amendment is to change the internal delegation of responsibilities (“areas of oversight”) in § 3 Rules of Procedure only regarding “contracts, legal compliance, GDPR, trademarks”.

The members of the legal oversight group regarding “contracts, legal compliance, GDPR, trademarks” are Emiliano Vavassori (Deputy Chairperson of the Board of Directors) and Paolo Vecchi. All other oversight groups remain unchanged.

Members of the Board of Directors who are in conflict shall explicitly declare their abstention.

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 2 Board of Directors members have participated in the vote.

The vote is not quorate.

Florian

#5

Hello,

I wonder what it means when only two directors vote on a proposal. Is the topic not relevant, do people abstain because of conflicts, is there silent disagreement...

Cheers,
Heiko

#6

Hi Heiko,

I wonder what it means when only two directors vote on a proposal. Is the topic not relevant, do people abstain because of conflicts, is there silent disagreement...

Fair question.
Abstain would have been mentioned. And IMO the topic is relevant. Very relevant. We'll working on having a board meeting asap to discuss the topic.

HTH,
cheers,
Cor

#7

Hi all,

Hi Heiko,

I wonder what it means when only two directors vote on a proposal. Is
the topic not relevant, do people abstain because of conflicts, is
there silent disagreement...

Fair question.
Abstain would have been mentioned. And IMO the topic is relevant. Very
relevant. We'll working on having a board meeting asap to discuss the
topic.

this is not only an issue, but a disaster. It shows that there is no
will of cooperation from five members of the board. They stayed quiet
and not even mentioned that they want to discuss this topic.

And then there popped up this email short after the vote time slot
started:
https://listarchives.documentfoundation.org/www/board-discuss/2022/msg00940.html

Regards,
Andreas

#8

Don't paint it black. We are all humans, there is a conference ahead, and at least one has sick children at home.

#9

Hi Heiko,

It shows that there is no will of cooperation...

Don't paint it black. We are all humans, there is a conference ahead,
and at least one has sick children at home.

It's not painting anything black. The situation speeks for itself and
shows a lot to the public.

There was this email one week before the vote starts:
https://listarchives.documentfoundation.org/www/board-discuss/2022/msg00898.html

It has the sign [VOTE] in its subject (used to allert all board members
to act).

It was also the second time the vote about this topic has to be started
for some reasons.

The board has seven members at this time. Only to member were able to
follow this message and cast their vote.

The other five members of the board stayed calm for about eleven days.
Nobody of this five wrote a message to this list, that the proposal
needs some more discussion or asking to shift the vote for some days.

This five members stayed calm and seemed to do nothing.

Regards,
Andreas

#10

Hi Andreas,

Hi Heiko,

It shows that there is no will of cooperation...

Don't paint it black. We are all humans, there is a conference ahead,
and at least one has sick children at home.

It's not painting anything black. The situation speeks for itself and
shows a lot to the public.

There was this email one week before the vote starts:
https://listarchives.documentfoundation.org/www/board-discuss/2022/msg00898.html

It has the sign [VOTE] in its subject (used to allert all board members
to act).

It was also the second time the vote about this topic has to be started
for some reasons.

The board has seven members at this time. Only to member were able to
follow this message and cast their vote.

The other five members of the board stayed calm for about eleven days.
Nobody of this five wrote a message to this list, that the proposal
needs some more discussion or asking to shift the vote for some days.

This five members stayed calm and seemed to do nothing.

the description of the sequence of the events seems quite accurate.

The vote ends with:

"Members of the Board of Directors who are in conflict shall explicitly declare their abstention."

Could it be that some directors got confused and thought it means they should abstain from voting?

I'm baffled as you are.

Regards,
Andreas

Ciao

Paolo

#11

Hi Andreas, all,

for the moment, this is a members-only discussion.

Cheers,

-- Thorsten

#12

Hi Thorsten and all,

Hi Andreas, all,

for the moment, this is a members-only discussion.

The result of the vote is public and AFAIK there have been no requests to limit the discussion to members only.

If I'm not mistaken there is a specific list for members where I noticed that a reply to Andreas has been posted but as Andreas is not a member he cannot interact with it.

Andreas' email is polite and is just stating verifiable facts in reply to a legitimate conversation started by a member of our team, it seems odd to see that you apply a discrimination never seen before.

Cheers,

-- Thorsten

Ciao

Paolo

#13

Hi Paolo,

Paolo Vecchi píše v Čt 15. 09. 2022 v 11:27 +0200:

Andreas' email is polite

I am sorry, but "It shows that there is no will of cooperation from
five members of the board." does not sound polite to me.

I have a lot of will to cooperate with everyone, including people I
don't agree with, so a statement like this is very offensive to me.

All the best,
Kendy

#14

Hi Jan,

Hi Paolo,

Paolo Vecchi píše v Čt 15. 09. 2022 v 11:27 +0200:

Andreas' email is polite

I am sorry, but "It shows that there is no will of cooperation from
five members of the board." does not sound polite to me.

That comment might seems to be pushing a bit the boundaries of politeness but it's probably reflecting the impression that the inaction by some members of the board sends out to the public.

I have a lot of will to cooperate with everyone, including people I
don't agree with, so a statement like this is very offensive to me.

I'm sure you would be due an apology if you wrote that you would have participated but urgent matters didn't allow you to vote for 3 days and what Andreas said hurt your feelings but have any of the directors not participating to the vote evaluated if they were going to hurt the feelings of those that proposed the vote?

The vote has been discussed internally, before re-running it due to Caolan's departure from the board, good reasons to perform this change have been documented and "the conditions that brought to it are persisting".

So of course what happened hurts the feelings of the 2 directors, doing a lot of hard work in the legal group, to see that other directors did not comment, explicitly abstained or even voted against it maybe providing legitimate reasons for doing so.

All the best,
Kendy

Ciao

Paolo

#15

Hi Paolo,

No comment.

We have a Board meeting later today, and I believe it is better to
resolve things like this in a call or in person.

All the best,
Kendy

Paolo Vecchi píše v Čt 15. 09. 2022 v 12:20 +0200:

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