Well known, high contributors were removed

The fact that you led the previous board to unduly trying to influence the MC and created yet another crisis within TDF, does not mean that others would want to do the same.

I’m sure you are noticing that, unlike you did in the past, nobody is censoring you so you are free to express your personal opinion but it would be great if you refrain yourself from slandering people and from coming up with conspiracy theories as they are not aligned with our communication guidelines.

The expulsion from the TDF prevents Thorsten from participating in discussions on tdf-internal.

As for “slander and conspiracy theories”, @thb asked a question, he didn’t make a claim. And the fact that the MC has said essentially nothing on the grounds of expulsion, and refuses to engage regarding this extreme act, makes the question legitimate, even if the answer is negative.

… and at this point I’ll note that no member of the MC has deigned to make a single comment on this thread.

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His membership has not been renewed, in my opinion, for very valid reasons. TDF-internal is a mailing list reserved to members but as you can see he can still voice his concerns publicly.

I answered the question.

I referred to actual statements/claims he made such as “violated the statutes & integrity of the foundation again” and “extremely bad style & smacks of despotism” in relation to what to me seems to be a case of slandering of members of the MC.

Indeed, it is highly regrettable that no-one from the MC has replied 12 days after my initial request.

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I think that is the way in which he says “yes”, @thb :wink:

It is the statutes which determine the criteria for membership/trusteeship renewal, not our opinions. And there is no claim that he has failed to meet this criteria. Moreover - the statutes represent a vision of who gets to be involved with the course of our project; and it is quite outlandish to suggest that Thorsten, and Cor and Gabriel, should be cast out like that.

Back to the formal aspect: Anything other than that is an explusion, not a non-renewal (although TBH expulsion isn’t exactly a thing, technically we have separate terms of 1 year each rather thanc continuous terms.) And an expulsion needs a proper procedure, to protect the organization and the potentially-expelled from arbitrary and injustifiable actions.

As for what Gustavo said in his email - he merely cited some text from the audit report, which:

  1. at worst, bear upon the legitimacy of his being in the BoD, not a TDF trustee.
  2. are findings by an auditor rather than the results of an adjudicative process. Specifically, there was no opportunity for the previous BoD or Thorsten in particular to justify or explain their actions and decisions.
  3. are, in part not presented with an argument or rationale, but as bottom-line statements only.
  4. Except for one major issue, the points brought up in the audits are - vis-a-vis binding law and regulation - errors which require correction, e.g. considering an expense on mediation as inducive to foundation goals. (The internal-political legitimacy of these actions is outside the purview of the audit and there one could level valid criticism at some of these actions; also not nearly at the expulsion level.)
  5. The most major issue is a fundamental structural matter which we were all aware of, and opinions differed about. It was not as if Thorsten, or the previous or earlier BoDs, made inappropriate arrangements behind our backs.

so, even if an expulsion had been proposed, and even if it had been established that Thorsten acted improperly in certain respects, he should still not have been expelled as a trustee.

I am reminded of the recent MC elections. Some of the candidates had published a flowery manifesto, “A commitment to our community”. In it, @stragu , @jonatoni , @andreasma and @marinello - now MC members and deputies - wrote:

  • “We will grow … transparency”
  • “Thank the work of all of you… support all contributors… no matter if you are a volunteer or employed by a company… all of you are important”
  • “We will foster sharing of knowledge so it is openly available”
  • “We will support civic engagement”
  • “We will work together… with the trustees… be in regular touch with our community members”

I found those statements to be vacuous then; I guess I was wrong and they were mostly just false.

The only thing I know for sure, is that neither Thorsten, nor Gabriel, Gábor, Ayhan, or me did have any opportunity to answer questions or provide information.

Although I’ve commented on this before, it is important enough to (again) give relevant information.
The way tenders were conducted was set up over years in a process with all involved, not just (some subset of) the Board. Central: directors associated to companies intending to bid on a tender, exclude themselves from any process around such a tenders.
Forward to the legal statements then, that the Board asked for to see where/how the processes could/should be improved.
From these (the original statement in German as well as the answers to questions) it is clear there are two possible ways advised to award contracts: 1. is by public tendering, and 2. (if 1 is not feasible or …etc) is by getting at least three offerings to compare. For TDF 1 is clearly advised. And… in TDF’s practice 1 has always been used.
This statement also mention that ‘there is a risk that the non-profit status of the foundation will be jeopardized if the existing practice of awarding contracts is maintained’, but this cannot be seen separated from the fact that the statement is partially based on wrong assumptions, namely the assumptions that companies with directors associated to them will have more information about the tenders (which is not the case) and that contracts are awarded only to members of the board of directors or companies closely associated with them (which is not the case either).
So although there is fair ground to argue that the process was above board, all directors, also those associated in any way to ecosystem companies contributing to development, have always supported (and contributed to) the efforts to create an even more clear separation in all the phases of the process (arms length principle), not only the part of the process that takes place in the Board (that body decides and awards).
(NB: although in general I plea for not bringing all information to the trustees (immediately, just let the board do its job), given the status and importance of this discussion, I suggest that all trustees are given access to the statements and the correspondence (Q&A) related to it.)

You are still providing your own opinion for which I cannot find any confirmation in the statutes.

As from the statutes: “Induction into the Board of Trustees is decided by the Membership Committee.”

That is in a section that contains multiple separate statements that stand on their own.

While there are criteria that determine the eligibility for becoming a member, the MC still has the full authority regarding decisions about an application or a renewal. No criteria or limitations have been set in the statutes so in practice the MC can decide not to accept you as a member or not to renew your membership for whatever reason they feel to be valid.

Having a full view of what happened during the past term and having read the MC decision I am still of the opinion that the MC has the authority of denying an application or a renewal and that their decision lists valid grounds for non renewal.

That doesn’t match with the evidence we have.

Directors affiliated with the companies voted in the ESC ranking on their own projects (together with employees/contractors), voted in the ranking on their own projects in the board (together with employees/contractors) and voted to approve each others tenders (joint interest).

The new procurement process put in place by this board aims at creating a level playing field for new comers and finally applies properly the arm’s length principle.

The evidence is that directors in their role as deciding and awarding excused themselves from tenders they had interest in.
Of course we all know that the necessary and unavoidable specific experience of development of the project, leads to involvement of people associated to companies, is one of the relevant aspects inside the ESC, alongside also the following aspects:

  • a max of 1/3 of the seats may be for people associated to one entity (what the rule 8.3 and 8.4 of our statutes are meant for, as you know :wink: );
  • the ESC looks at a wish list of projects, to which anyone can contribute;
  • the wish list for ranking projects, is long enough for maybe a decade or more of development;
  • as a rule tenders were done in public;
  • it is no rule that projects were awarded to companies came up with an idea;
  • finishing a certain development work, usually benefits the full LibreOffice project, and in principle all the users.

Already the previous board voted in the new procurement policy, with extra separation in the early phases of the procurement process. As explained: all directors supported that work.
Suggesting that creating a level playing field for new comers has anything to do with a new policy, is wish thought and not realistic. It is known, as explained in detail multiple times, that it is just very hard and extremely risky for companies to step in just because the very specific technical nature of the project. In the past (and also this is explained earlier…) existing ecosystem companies have even supported newcomers in the efforts to enter LibreOffice development, to try growing the project and the ecosystem. It is not the (old) practice of procurement that makes it hard to start contributing.

Though that is useful to understand my work as director (which some call so terribly bad that in their opinion even hearing my opinion for expulsion would not be needed…), the questions asked here to members of the MC about their decision, are still waiting for an answer by the members of the MC.

No I’m not; §10.1 of the statutes clarifies who qualifies to be a trustee. Indeed, the MC decides on the induction - but what it decides by is those criteria.

[quote=“PaoloVecchi, post:58, topic:12618”]

Authority to take a decision does not mean liberty to take or fail to take it. In contravention to the binding rules. So, a parking monitor has the “full” authority to fine you, but they can only fine you if you failed to park legally or put a coin in the parking meter (or whatever); they can’t fine you because you’re rude, or because you’ve shot somebody, or “for whatever reason they feel to be valid”.

Moreover, with the statutes listing procedures for expulsion - it is quite incredulous that the MC should be able to circumvent those procedures - of proper public discussion and evaluation of the merit of accusation of behavior meriting expulsion - simply by waiting a few months on average for a person’s term to need renewal. And - the trustees have absolutely do not vote for an MC thinking they are imbuing it with that kind of power.

Finally - even by your criteria, which I reject - the MC has not even convened, nor discussed, and thus not decided, on these expulsions. We have the MC session minutes of 2024-12-27; and the matter did not even come up. The email from Gustavo, sent ex-post-facto, does not even - as I read it - presume to justify why Gabriel, Thorsten, or Cor, should be expelled (or “not-renewed”).

But then - you would be hard-pressed to oppose this sort of behavior by the MC, considering you - as a part of the BoD - are guilty of a similar, albeit lesser, abuse of power, in the form of elections tampering and the removal of an elected MC member without BoT authorization. If the MC is to be faulted for their actions, so, mos likely is the BoD; and if you are allowed to ‘off’ someone in disregard the statutes, then why should they not be, as well?

A bit of a deeper dive on this, and to be read alongside @EyalRozenberg response:

Letter and intent of the statutes § 10 are quite clear - there’s only contribution as the gating criteria for membership, plus commitment to continue for at least 6 more months. There’s no wiggle room here - but interestingly the statutes’ translation contain a glaring translation error, which might have contributed to the misreadings: the authoritative German version says, roughly translated:

b.) after non-arbitrary assessment by the Membership Committee, or via confirmation by other trustees, [members] have made non-trivial or not obviously insignificant contributions. A non-exhaustive list includes among others …

For reference, here’s the current translation - you notice the stark semantic difference:

“… have not made trivial or obviously insignificant contributions and the contributions are provable by the arbitrary assessment of the Membership Committee or confirmed by members. These include in a non exhaustive list among other things …”

I do therefore stand by my assessment, that the actions of the MC (even more so the incident in 2023, and of course the case of @gmasei) were arbitrary, and not covered by letter, nor intent of the statutes. The way the original section § 10 (2) is phrased, makes that quite obvious to me, and @EyalRozenberg has explained it with a simile.

Furthermore, I stand by my request towards the MC, to at least grant @gmasei and future cases of non-renewal-for-perceived-infractions a proper hearing, and a process according to § 10 (2). They deserve that courtesy, and I guess we all here also now deserve an answer from the MC on what they plan to do about that - and not just interjections from @PaoloVecchi .

And finally: it appears the current reading of the statutes, and the basis for the MC decision, is based on a non-professional opinion. All that while attempts to seek a legal assessment earlier where thwarted, then altogether cancelled by the current board majority. Which is interesting in its own right, given the clamour of the past few years, when it came to legal questions.

There’s quite a bit more to say on the topic of integrity (vision and intentions of the founders, the mission statement, and the overall idea of what TDF should protect against) - but that’s for another day.

Best, Thorsten

That’s your opinion and once again I cannot see it confirmed by the statutes.

By reading the statutes I summarise my opinion as follows:

10.1 describes the Board of Trustees:
“The Board of Trustees consists of natural persons who belong to another body or:…”

That section provides a non exhaustive list of indicators as a minimum requirement for eligibility.
It does not set any limit on the authority of the MC to decide to refuse applications or renewals for whatever reasons they see fit even if the applicant passes the first test for eligibility.

10.2 actually specifies that the MC decides on applications and renewals without setting any criteria or limits:
“Induction into the Board of Trustees is decided by the Membership Committee.”
As stated previously that sentence, like others in that section, stand on its own and no limitations on the authority of the MC to decide one way or another have been set.

10.2 Confirms that appointments/renewals are “… following the decision of the Membership Committee” so it isn’t a simple box checking exercise. The MC has full authority to decide if an application or renewal should be accepted or not even if it passes the first eligibility test.

12.5 Would be the only place where guidelines could have been set but none have been provided so at present the MC can arbitrarily decide which applications or renewals they want to accept.

I did evaluate the matter in 2023 when the person in question made your same comments, I have re-checked it after the more recent MC’s decisions taking on-board the comments that have been posted and I believe there are no grounds for me to change my opinion.

You’re just repeating your previous arguments. The claim the MC can make arbitrary decisions is quite ludicrous, and contradictory of the goals of the foundation and to its public character. In the context of Israeli jurisprudence (yes, a poor example for certain, especially in these times, but we’re not talking about treatment of Palestinians right now), I would be able to provide you with ample case law and language of actual legislation which such MC behavior contradicts, and demonstrate how, even if explicit wording in the statutes were to allow the MC such a thing, it would simply be considered voided or superseded. Of course I cannot do so for the German case, and the TDF is a German entity; but I am quite certain that the differences between the legal systems are not that extreme; and thus, organs of public bodies, or bodies subject to public law which I am certain our foundation is to a great extent, must meet multiple requirements, procedural and material, which the MC, in such a decision, has not.

On a personal note I’ll say that for a person in a position of power over others to choose to interpret the rights of the governed in a narrowing manner, and the privileges of the governing in an expansive manner, is an indication of a temperament inappropriate for their position.

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As you did but at least I gave you a clear explanation of why my opinion differs from yours.

If you use the statutes to support your opinion then you should be able to point out where you found that support.

As we all know it would be an abuse of position/power for me as a director, as for the whole board, to intervene in matters where the MC has sole authority. Even if you convinced me to change my opinion about the MC’s decision there would be nothing I could do about it.

I meant, first and foremost, your part in the MC elections manipulation. And beyond this, your opinion here, not a BoD action. It was inappropriate - AFAICT - for the previous BoD to intervene institutionally in the MC’s non-renewal of a membersip; but an expression of opinion, as trustees or just people, is appropriate and called for.

I guess you mean the decision that was necessary to avoid violating the statutes which has been thoroughly explained by the board in terms of the need to take the decision and the processes used.

What’s wrong with my opinion?

I’m pleased to see that we agree at least on this and I clearly explained to you why I considered those actions illegitimate and unethical then and why the board or directors cannot do the same now.

As we can all see trustees and people are expressing their own opinions without being censored anymore and we also see a level of transparency even in relation to legal issues that has never been allowed before.

True that at the time, when this board took the initiative to challenge the suitability of one of the candidate for the MC, a lot of the information that you have now was not available.

Since then also another audit should have confirmed to you that the board decision was correct, done following the statutes and within the only phase available for challenging a candidate during the MC elections.

Now it would be great if you reviewed your opinions with the facts and evidence you have available and contribute with ideas that help in stopping the accumulation of issues that led to having to take difficult decisions.