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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even if explicit wording in the statutes were to allow the MC such a thing, it would simply be considered voided or superseded.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.

Hi all,

purely based on hearsay and without checking back with legal advise I assumed that resigning from the TDF Board of Trustees also voids my support for complaints I made. It dawns on me that this might not be the case or – at least not universally. So please allow me to explicitly state that I withdraw my support for any complaint against TDF bodies – explicitly including those about the election of the current MC.

Best Regards,

Bjoern

This doesn’t matter at all. The MC is not reacting at all. The statues are ignored, the trustees are uninformed about the status. They had “a month” for checking and nothing was posted.

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Indeed, you are right Dennis. Lets put the question of complaints aside for now.

@webmink asked in a different thread that effective the only thing possibly missing is the commitment to contribute in the following 6 months. In which case, I am fully committed to do so. Maybe that helps the MC to come to a statement?

Best Regards,

Bjoern

HI @EyalRozenberg ,

I’m sorry but I missed this statement at the time -

To the best of my memory, the previous board did not intervene institutionally. A number of directors asked the MC (most of them stating, that they were asking in their capacity as trustees) about the incident - simply because they were the only ones in the know at the time.

Or are you referring to the request for legal advise? That was also carefully & neutrally worded, seeking input on whether, in the informed opinion of counsel, the MC followed due process as outlined in the statutes. I believe that was as valid a question to ask back then, as it is today.

Best, Thorsten

The number of people that got involved in the matter “in their capacity as trustees” was exactly 1 (one) and that was yourself.

It’s only nearly 3 months after your involvement as both a trustee, putting the board in copy and putting pressure on the MC, and a director that [REDACTED] sent a letter to the board asking to intervene.

At that point you decided that the board would be formally involved despite the fact that you already shared the confidential emails, between [REDACTED] and the MC, showing that [REDACTED] already received full and clear explanation of why the membership was not renewed.

The board should have replied to [REDACTED] that there was nothing it could have and should have done and closed the matter.

You choose instead to carry on and led the majority of the board to create an institutional crisis:

If that was a valid question for which you really wanted an answer then you could have confirmed the meeting with the legal counsel when he asked you about it twice but you didn’t.

At the end you got what you wanted and the unnecessary legal review you started has been left there hanging.

The current board has evaluated the situation and revoked that vote. I fully support the apologies made by Sophie to the MC:

As asked previously, please do check your facts before making incorrect statements that might mislead the community.

Hi @PaoloVecchi ,

Thx, it’s good to have this confirmed, that I never tried using board authority when asking the MC about that matter.

and

That appears a convenient framing, of an action that was clearly meant to be a neutral third-party analysis (where a trustee, and part of the previous MC fundamentally disagreed). Not too different from an audit, come to think of it.

I cannot tell why parts of the old MC felt undue pressure because of that - but what seems obvious, is that the current MC appears encouraged to act on the same mistaken reading of the statutes, now that the board has revoked the request for an analysis.

What then to me leads to this adding to the actual institutional crisis at TDF, which are:

  • election-meddling by the board
  • expulsion of long-standing contributors without due process
  • outright ignoring a formal complaint against the board, by now for two and a half months (I may remind the MC, that the statute-mandated response time in this case is a maximum of one month)

Best, Thorsten

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It would have been the case if you limited yourself to 1 email and you accepted the fact that the board had no power to influence the MC. Unfortunately that was not the case.

The many emails you sent to the MC with the board in copy, after unsuccessfully trying to get them to change the decision on your own, shows that you wanted to use your position and the board to put pressure on the MC.

Sending out a vote to give a libreoffice.org to a non member shows that you abused your position.

Getting that non member involved in a matter that had already been solved by our legal team, some could think it was a way to make up a contribution usable for a new membership application, shows that you abused your position.

It clearly wasn’t. In your second email with the whole board in copy, where you attached the answer received by the MC that [REDACTED] forwarded to you, and you answered “ok, so that probably answers my earlier question, wrt the basis of that decision.” that should have put an end to the discussion.

Instead you carried on even after you have been asked by the MC to stop putting pressure on them to try to change their decision.

Why didn’t you accept the 2 invitation from our legal counsel to to complete it?
If you were so sure that your actions were not an abuse of your position why did you refuse to add to the request to our legal counsel also an evaluation of your actions as a director and chairperson?

The irresponsible candidacy of that former member had to be challenged by the board as extensively explained. The members received, in the internal mailing list, information showing also how he was involved, with you and other members of the previous board, in actions that were damaging for TDF and the community.

There is no doubt that the former members contributed substantially to the LibreOffice project but they have also repeatedly damaged TDF and the community through their actions as members of the board despite warnings and legal advice recommending otherwise.

The fact that someone contributed a lot to a project could be a mitigating factor when the person makes a mistake and tries his/her best to fix it and avoids to do it again.

When instead a person keeps making “mistakes” expecting that his/her position as known contributor will shield him/her from consequences then that is an abusive behaviour that cannot be accepted and tolerated regardless of the amount of contributions provided.

In my opinion a non renewal is a very mild consequence for their actions and further steps will be needed to solve the damages they caused.

Ciao

Paolo

Hi @PaoloVecchi ,

It is on purpose, that serious consequences (at TDF, as well as in real life) tend to be guarded by additional process - it is astonishing to read from you @PaoloVecchi - who has strongly lobbied for compliance before - that due process does not need to be followed here.

There is something more sinister at play though, which I find deeply troubling: apparently judgement was passed summarily for an entire group, and then communicated, repeatedly, by you @PaoloVecchi - so I will attribute this judgement, and pushing for consequences to you, given that the MC appears fully absent.

This judgement included @gmasei who was a deputy director with no real power, and just one board term - how statements like the ones you made above (even if they were true) can possibly apply here, is beyond me. So what happens, it appears, is the very definition of abuse of power, retaliation against people who disagreed with you, and violation of due process requirements (let alone separation of powers - it’s really not the board’s business to push for this).

Best, Thorsten

Thanks for recognising that. I’m pleased to say that the current board is working hard on it as it is working hard to sort out the many issues that have been left unsolved or created by the majority of the previous board.

Thanks for attributing it to me but I’m just one of the many in this board and the MC that are taking legal statements and audits seriously and we are all working hard to bring TDF back to compliance.

In relation to other statements I would recommend you to read the motivations and extensive explanations provided so that you will avoid making incorrect and misleading statements.

Ciao

Paolo

Well, the MC says there was institutional intervetion:

Sorry for taking a while to respond.

But I definitely agree with your three points of grievance from your comment on Mar 8th above. It is perhaps the most saddening that the MC is completely and wholly abdicating its responsibility for oversight of the BoD, which is a critical role in an organization with such centralization of power as the TDF.

I will say, though, that past MCs and BoDs, including yours and you personally, share in the responsibility for this state of affairs: Our formal structure and our organizational culture and practice did suddenly flip on their head with the current BoD, they had developed over a good number of years on the basis of our choices for the statutes.

But all of that is - for me - critique against you and others when you serve on the BoD. I in no way agree with using that (or the claims made by the MC) as an excuse to expel you using the trustee status renewal procedure.

Hi @EyalRozenberg ,

Perhaps this is arguing over semantics - for me, intervening institutionally means, ordering another body of TDF to do, or to stop doing something. That did not happen - instead, a review was commissioned, to first and foremost establish whether or not the process followed statutes and civil law regulations.

I still believe that was prudent, and am astonished that instead now, a single director’s non-professional legal opinion has replaced that assessment.

Hi Thorsten,

so why didn’t you follow up our legal counsel’s suggestions after a mass abstention that might or might not be the reason why that person became a member again?

Of who are you talking about and what assessment was replaced?

AFAIK no assessment was made as you did not follow up the offer made by our legal counsel to have a meeting to explain things to the board.

To be noted that you refused to submit, with the same request, a request to evaluate if your actions as chairperson in relation to this matter were compatible with your position, statutes and laws.

Ciao

Paolo

Hi Eyal,

I guess you should go through the material that has been published up to now to see it your opinion remain the same.

From a procedural point of view things are complex as we have to consider the German Stock Corporation Act, the closest applicable set of laws, for matters that are not clearly stated in the statutes.

IANAL but I put a lot of effort into trying to make sense of a complex and troubling situation and read lots of legal documents, laws and regulations to form my opinion.

I do not see any issue with the decision taken by the MC when considering the statutes in combination with the Stock Corporation Act.

Section 84(4) also states: The supervisory board may revoke the appointment as member of the management board and the designation as chairperson of the management board for grave cause.

It is very likely that the supervisory board (MC) could have revoked the appointment of the then chairperson and other members of the board due to acts that looked like they were going pretty much against TDF’s best interests, I guess they were hoping for positive changes that were promised but unfortunately never materialised.

So in my opinion, with the above together with the what is written in the statutes leaving full freedom to the MC in relation to membership renewals, the process was correct especially in light of the fact that we received written confirmation of the acts in question, through the audit, only during this board term.

Let’s anyway evaluate the situation as if it were an expulsion, which is not, and hear what the person has to say. The MC still has an audit confirming the acts that justify the expulsion so what would be the point of a hearing?

I would agree that in case of an expulsion the exact process stated in the statutes would have been followed but the result would have been the same as an independent auditor has already collected the information confirming the acts for which the member should be expelled.

In other cases where the situation is unclear then I would agree that a hearing would be necessary before proceeding with an expulsion.

Ciao

Paolo

You know, @paolo, I just spent the last five hours in police lockup, and your level of argumentation here is not much more convincing than theirs.

If you’re telling me, that Gabriel, Thorsten and Cor were expelled based on secret material, that - in your continuing violation of the statutes - kept from us trustees, that would be rather outrageous in itself.

(Un)fortunately, that is not the case, and retroactive causes for expulsion are not a thing. Plus, that all does not matter, because expelling a trustee has a procedure; and when that is not followed, it is just a savage head-chopping. If you - the BoD and or that joke-of-an-MC - actually want to level an argument against any of the three being a trustee - you can only start by apologizing for the expulsion, restoring their trusteeships retroactive, and then and only then - would anyone consider your accusations as any more than the excuses of an authoritarian (organizational) government.

No, they are not complex; the matter is stated clearly enough; and even if it had not been, a foundation is not a Stock Corporation, and certainly the trustees did not accept nor want our formal relations w.r.t. the project to be governed like a commercial/for-profit corporation.

I grant you that, but you’ve also put quite a bit of effort in making it more complex and troubling.

and made sure to hide these important documents from us, preventing us from forming our own opinion. Well, whatever you’re not disclosing - must, and is, held as being in the disfavor of your claims and arguments.

And that is why you must be taken out of the BoD as soon as possible.

Oh really? You want to hear what Gabriel has to say? Well, what he has to say is probably “WTF?”

But really, you’re just like those policemen earlier this evening. “Why did you participate in an unlawful demonstration and resist dispersion?” - they also wanted to listen to what I had to say, but only after breaking up the demonstration and holding me in handcuffs at the police station for hours. Before that time, they could really care less about what I had to say.

Hi Eyal,

Very sorry about that.

The material is not secret.

You can read it in the audit and in the motivation provided by the MC for not renewing the memberships. One of these individuals even made the email from the MC public on this forum so you can read it.

The additional material released gives you a glimpse of how badly things were run by the majority of the previous board and that goes on top of what the 2 audits revealed.

You are confusing things a bit here. TDF has to respect many laws including commercial laws but that doesn’t make TDF a commercial company nor can be run as a commercial organisation as naturally it has also to respect German laws for charitable organisations.

For the crime of having formed an opinion after having read and evaluated statutes, legal documents, legal advice, audits and laws and regulations TDF is bound to respect?

Well in that case I’m guilty as charged.

Do you want me to resign now or shall I finish helping TDF in fixing the ongoing issues?

It would have been great if he said that at least once during his time in the board when it was clear that more damages for TDF were being created.

Rest assure that I do respect you and the fact that you are in the front line of pacific protests with all the risks involved.

In this forum you have a chance of expressing your opinion and protest without fear of major consequences and, if you don’t mind, I’d like to have the same opportunity without being compared to situations that have nothing to do with the issues at hand.

In a few months time you will have a chance to run for the board, please do it so that you’ll take the responsibility and liability of your decisions.

In the meantime here’s a reminder of what this board is still battling with so it can’t yet release the rest of the information:

Ciao

Paolo