Dear directors,
Calling for a vote for this procedure, part of our tendering procedure, as it has been discussed over the past months.
Note: the following Technical Budgeting Procedure is based on the work from Carlo Piana with the board and then as agreed some latest insubstantial changes were made after discussion in the board.
The vote runs for 72h from now on. Please answer with +1/0/-1.
Technical Budgeting Procedure
Preamble
This is a document generated to immediately tackle the budgeting process and make all the concerned parties aware of the process and of the consequences of their actions and decisions. This is intended as a chapter in the general tendering process.
As far as conflict of interest is concerned, the TDF has implemented a Conflict of Interest Policy (BoD) Version: 1.3.2 as last modified on 15th February 2022. The same document however does not specifically focus on ESC ranking and budgeting; precise procedural rules need to be implemented to create a sufficiently robust procurement procedure and show that TDF takes seriously the issue of separating who decides what from whom (potentially) benefits or suffers from the decisions.
Protection of Staff and separation of infrastructure – as per Procurement rules analysis dated 25h of January 2023 – MUST be implemented as precondition for the ESC budget process. Internal or external, non-conflicted competence to independently assess tender descriptions should be in place as soon as possible, as it will be relevant for the actual tendering phase later on. While lack of this does not block the ESC budget process, it would block the actual tendering afterwards.
Any Conflicts of Interests, as defined in the Declaration of Potential Conflict section, MUST be published as precondition for the ESC budget process to be executed.
Definitions for the tendering process
For the avoidance of doubt, these definitions are intended only for the scope of this document and in general for the tendering process and should not be used elsewhere.
Associate
Means a person:
• acting as a representative of;
• OR is a legal representative of;
• OR is an employee of;
• OR is a current consultant to;
• OR is a former employee of OR former consultant (unless a sufficient amount of time has elapsed since the relevant relationship has ended) to
a relevant entity OR of an entity which is
• controlled by;
• OR controls;
• OR is under a common control with;
• OR shares substantial business interest, including by way of
◦ long term economic relationship;
◦ OR commercial partnership, distributorship or similar;
◦ OR business coordination agreements, including consortia;
◦ OR any kind of agreement that limit the competition against each other – especially in the same fields as where the TDF operates – with;
• OR operates in a joint venture with
a relevant entity. For the sake of clarification, being a member of a general business association (such as a guild) OR of a Free Software association (such as the FSFE, OSI and OSI Affiliates, Open Forum Europe, OpenUK, OW2, Eclipse Foundation, FFII, SFC, KDE, The Linux Foundation) would not create an Association.
Association
The state of being an Associate.
ESC
Engineering Steering Committee.
Technical Budgeting
The process by which TDF decides what modifications to the controlled codebase or other services or products should be contracted out and the basis for the upcoming tendering procedure, establishing priorities, general timelines and cost of such activities, for which a voice in the Budget is allocated.
Board
The Board of Directors of TDF
Staff
Members of TDF’s paid team, which consists of both employees and freelancers/contractors. These usually are also Members of the Board of Trustees, but usually neither Members of the Membership Committee nor Members of the Board of Directors.
Budget
The annual budget of the TDF.
COI
Conflict of Interest.
Conflicted Member
A member of the ESC who has entered a Declaration Of Potential Conflict OR a member of the ESC who is an Associate of a Contracting Party OR a member of the ESC who has a current COI
Contracting Party
An entity which has successfully tendered in a bid OR has otherwise entered into a Contract with the TDF, for products or services for any length of time over the last calendar year from the current date OR the current calendar year, AND for an aggregate amount equal or larger than 20,000 euros during the same combine period. Entities which i) have expressly committed with a formal declaration that they and their Associates will not bid in TDF tenders for at least the following three calendar years and ii) which have completed all contracts that would otherwise make them Contracting Party; shall not be considered a Contracting Party. Such declaration MUST be renewed on a yearly basis. If it is not renewed, the entity will be considered again a Contracting Party unless – absent the declaration – they would not be considered a Contracting Party under the first period of this Section.
MUST
Means something that cannot be avoided and must be positively done, without a margin of discretion.
MUST NOT
Means something that cannot be done and must positively not be done, without a margin of discretion.
AND
Indicates two or more different but conjunctive requirements or options that MUST be present at the same time.
OR
Indicates two different non mutually exclusive requirements or options, unless they are explicitly declared mutually exclusive (such as “whichever is something”).
Current Year
Solar year 2023.
Technical Input
Open to everyone
All interested parties, including Conflicted Members can contribute by entering proposals in the list of potential activities, currently at Tenders for budget 2023 - The Document Foundation Wiki. In order to do so, the interested party should describe the requested item in sufficient detail. That means, a person skilled in the art should be able to understand what needs to be done, and how the end result should look like. A good description for a large project will usually be around one page of text, or it will reference bugzilla issues with a similar level of detail. This includes a rough estimate of the effort in person/time. The cost estimate does not necessarily have to be added by the proponent, who is invited to provide their own. Anyone with relevant technical skills can make a cost estimate, lest good proposals are excluded due to the lack of an upfront estimate. A sufficiently described proposal, is considered to be “admitted to the evaluation”. Insufficiently described proposals, however, will not be taken into consideration. Putting forward a proposal is not considered creating a COI.
Effort Estimate
The effort estimate in the proposal is not binding and the ESC MUST re-evaluate it by delegating it to one OR more of its non-Conflicted Members. The act of estimating the effort implies a COI with regard the estimated proposal, reflecting on the Associate entities to the effect of Exclusion From Tendering section. In case the ESC decides it does not have the necessary expertise to evaluate the effort OR in case all its members having the sufficient expertise decline to undertake the job, the ESC can contract out the estimate to an external non-Associate expert. The external expert will have a COI with regard to the estimated proposal. For this task, a sufficient budget should be provisioned to the ESC so that the ESC can request its use upon its discretion. For the intervening time since a new Budget is established, a budget of 10,000 euro is allocated, to be revised by the Staff in the upcoming Budget.
For the sake of clarity, everyone in the ESC can provide their input to establishing the effort required by a proposal, but only contributing in making an authoritative determination will create a COI.
Publicity Of The Works
The list of evaluated proposals MUST be made public on a rolling basis. To this effect, all taken decisions MUST be reported directly in a publicly shared document as the decision is taken or amended. Writing access will be granted only to some or all the members of the ESC, while the public will have read-only access to it. The public version and the internal version of the document MUST be the same and contain the same information. The existence, scope and URL MUST be made publicly known by a prominent blog post and by creating an entry in the Transparency Section Of The TDF Website.
In principle, all the information shared in the works of the ESC MUST be made public.
Technical Clarification
Any members of ESC can add technical notes to the proposal in order to clarify its importance and add information that they deem relevant for an informed decision by the Board. In principle, experts in the field are invited to do so. Adding Technical Clarification does not automatically create a COI, per se.
Timeline
Ordinary Procedure
The ESC should have sufficient time to take an informed and meditated decision. Therefore only proposals being entered as of a cut-off date will be considered, provided that they meet the minimum requirements.
The cut off date is made publicly available at least with 2 months advanced notice and will be decided by the ESC. The Staff will publish in due course a detailed schedule for the Voting Procedure (see below), leaving enough time between each step, such that meaningful review and if needed corrective action can be undertaken. Specifically:
• there must be at least three weeks from cut-off date to publication of candidate entries, to permit the ESC (possibly supported by contracted experts) to re-evaluate the effort estimates
• there must be at least five weeks from cut-off date to select committee meeting, which must be provided with an invitation, referencing an editable ranking spreadsheet, containing or referencing all relevant information for evaluating entries, no later than two weeks in advance
• there must be at least one full working day between ESC select committee and ESC ranking meeting
For the Current Year, on time constraints, this 2 months advance notice should be waived to meet deadlines for the budgeting. In either of the above cases, the date MUST be sufficiently publicized with a prominent notice displayed for at least 15 consecutive days in the main page of the TDF website and kept at least until the expiration of the cut-off date in the Transparency Section Of The TDF Website and circulated to all technical mailing lists, open also to non members.
Urgency Procedure
In case an important proposal reaches the list of potential activities when the cut-off date has expired, by proposal of any non-Conflicted Members of the ESC the ESC can vote to accept the new proposal on the grounds of its urgency, by consensus OR by the proposal reaching the majority of votes. The Urgency Procedure is to be seen as an exceptional procedure in extraordinary cases only, for example, a feature required for the imminent release of a new version of a supported operating system, or an urgent legislative act that would jeopardize the viability of LibreOffice in a substantial part of the market.
The urgency procedure overrides the timeline requirements
Voting Procedure In The ESC
Application
This Voting Procedure applies in its entirety to all votes however called and on whichever matter however related to the tender budgeting procedure is to be decided by the ESC or subdivisions thereof, unless an express full or partial exception is provided for a particular case AND that case only by this section.
Declaration Of Potential Conflict
In order to avoid COI for those participating in ESC voting as per this Section, a voting member or a member applying to participate in the select committee as provided by the Ranking section MUST declare whether they are Associate to an entity which intends to place bids on the tenders resulting from the Technical Budgeting OR, on their honour, whether they are aware of any such potential situation could reasonably materialize between the date of the vote and the date of tendering.
Exclusion From Tendering
Voting on a matter OR making a determination while being in a COI situation on the subject matter, OR not declaring a potential COI as per the Declaration Of Potential Conflict Section is per se a COI and ground for exclusion from the tendering procedure, if at least one of the entities to which the member is Associate places a bid in a tender resulting from the Technical Budgeting.
Admission To vote
Only non-Conflicted Members can vote in the ESC on whichever matter however related to this tender budgeting procedure.
Ranking
The ESC MUST rank all proposals that are admitted to the evaluation. The ranking is in principle decided by consensus of the non-Conflicted Members of ESC, upon a proposal of a select committee within which non-Conflicted Members shall be the majority of members, after due discussion, if a consensus is likely to be formed. In case a consensus is not reached OR there is a disagreement on all OR a part of the proposal OR a proposal is not made because unfeasible, the ESC shall vote the ranking through a majority judgment voting (Jugement Majoritaire. If the consensus cannot be reached only on part of the proposals, the voting can be limited to that part, if possible.
Staff Protection
In the absence of a general anti-bribery policy, a whistleblowing mechanism MUST be put in place no later than 90 days from the approval of these guidelines. The whistleblowing MUST protect the identity of the whistleblower and permit the whistleblower to select the recipient of the complaint ‒ depending on which entity or person is the object of the whistleblowing ‒ including an independent Ombudsman, if appointed. Also, staff members must be protected so that they can vote freely in their role as individual and volunteer member of the ESC. Any instruction for them to vote by their management chain up to and including the board, should be reported via the whistleblowing mechanism.
Budget
Allocation Of Resources
The draft Budget of TDF MUST be prepared by the Staff in consideration of the present and foreseeable income and liquid assets of the TDF. The formation of the Budget is not otherwise a subject matter of this document, except for the part that concerns the Technical Budgeting, which MUST be made before any decisions that impact on which proposals or projects should be undertaken in the tendering process. Voting the allocation of the Budget assigned to the Technical Budgeting is not per se a cause of COI.
Ranking By The Board
Although it is expected that the Board will follow the ESC ranking, it is not finally binding for the Board, and it may decide to alter that. The Board can decide to alter the precedence and priorities by giving one project a higher priority than others, OR by assigning a higher priority OR weigh to a category of projects, based on the Board’s sole discretion. However, a Board Member voting on such a matter will create a COI and will reflect on the firms to which they are Associated. Such Associated firm, by operation of this vote, MUST NOT participate in the tenders affected by this decision because promoted OR demoted by virtue of the vote. An Associate to a Contracting Party MUST NOT vote on the Ranking By The Board.
Publicity Of The Ranking
The Ranking By The Board MUST be made public with at least the same level of publicity as the Publicity Of The Works without undue delay.
Ranking By The Community
A part of the budget is allocated by the board to allow members of the community to choose projects that they prefer, either from the last publicly available ranking by the ESC, or from issues in the LibreOffice bug tracker.
Details for this ranking will be published in a separate procedure or a next update of this Technical Budgeting Procedure. The same rules on COI, including but not limited to, Declaration Of Potential Conflict, will apply to the Ranking by The Community budget and all votes MUST be nominal. The Ranking By The Community MUST be adopted by the Board, which may overrule it according to the Ranking By The Board rules.
Decision On Which Projects Will Be Put On Tender
Contracts only within the Budget
The Staff will decide which proposals will be tendered first and at which pace, based on the Ranking By The Board and the Budget allocated to the projects contracted to third parties, keeping into consideration any urgency attached to a proposal by the ESC. The Staff MUST NOT put to tender proposals which are exceeding the Technical Budgeting amount. Therefore, the Staff MUST add to the list of the Ranking By The Board the mention of which of the proposals will be tendered during the current iteration and tentatively the months during which the tender will be published. If more than one proposals is ranked equally and the Technical Budgeting is not sufficiently resourced to pay for all of them, the Staff will decide which goes first and which is put in the backlog.
Amendment Of The List Of Tenders
If the Staff assesses that, thanks to rebates in the awards, the Technical Budgeting allows more proposals to be tendered, they can append more proposals to the Ranking By The Board, from the backlog of the remaining top ranked proposals .
Transparency Section Of The TDF Website
Creation a Transparency Section
A Transparency Section Of The TDF Website MUST be created before the first contract is put on tender. In such section the following items MUST be entered in a sufficiently clear, ordered and searchable list.
• The Notice of cut-off date, if any;
• A link to and description of the current list of proposals;
• A link to and description of the document bearing the evaluated proposals as in the Publicity Of The Works Section;
• A link to and description of the Ranking By The Board;
• The tendering procedures, past, current and future, provided that for the first six months, only the list of future tendering procedures MUST be included;
• A list of notices of awarded procedures, with the names and full details of the winning bidder(s), the allocated amount, a link to the tender, the entered into contract.
• Any known OR declared Associations.
As of no later than six months after the first Ranking By The Board has occurred, this section MUST easily permit to have a summary of all tenders awarded to a given entity, including when they have been co-bidders with others, with the total value awarded, in euros, and the possibility to access the full information of each of the tenders.
Database Rights On The Transparency Section
The TDF does not claim any database sui generis right nor any copyright on the data and information published on the section.
Best regards,
László
–
László Németh, Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
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