Board of Directors Meeting 2020-09-11

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Florian Effenberger Florian Effenberger
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Board of Directors Meeting 2020-09-11


The Document Foundation
Board of Directors Meeting 2020-09-11
Meeting Minutes

Date: 2020-09-11
Location: Jitsi

Session chair: Franklin Weng
Keeper of the minutes: Stephan Ficht

In the meeting: Gabriele Ponzo (MC), Cor Nouws (Board), Paolo Vecchi
(Deputy), Franklin Weng (Board), Florian Effenberger (ED), Thorsten
Behrens (Board), Marina Latini, Nicolas Christener (Deputy), Michael
Weghorn, Italo Vignoli (Team), Michael Meeks (Board), Stephan Ficht
(Team), Kendy, Emiliano Vavassori (Board), Muhammet Kara (MC), Xisco
Faulí (Team), Ahmad Haris (MC)

Representation: Nicolas for Lothar, Paolo for Daniel
(See https://listarchives.documentfoundation.org/www/board-discuss/ 
subject "Representation statements")

Deputy Chairman of the Board is in the meeting. One of the Chairman or
Deputy Chairman is required to be present or represented for having a
quorate call.

The Board of Directors at time of the call consists of 7 seat holders
without deputies. In order to be quorate, the call needs to have 1/2 of
the Board of Directors members, which gives 4. A total of 7 Board of
Directors members are attending the call.

The board waives all formal statutory requirements, or requirements in
the foundations articles, or other requirements regarding form and
invitation, time limits, and for the topics discussed in this meeting.

The meeting is quorate and invitation happened in time. From now on,
motions can be passed with the agreement of a simple majority of those
remaining present. The majority threshold is currently 4.

The meeting commences at 13:02 Berlin time.

Agenda

Public part

1. Q&A: Answering Questions from the community (All, max. 10 min)
    Rationale: Provide an opportunity for the community to ask questions
to the board and about TDF.
    + any questions? (Franklin)
    + -none-


2. Inform & Discuss: Open letter of the membership committee to the
board (Board members, all 10 min)
    Rationale: Feedback and further steps for mentioned issues with old
and/or new MC, especially handling of minutes of board meetings
     + any discussing about the MC Open Letter? (Franklin)
     + how was it perceived? (Kendy)
         + board not discussed it yet, but I understand the MC (Franklin)
            + past half year - many things gradually get on-track
            + suggestions in the open-letter, understand & mostly agree.
            + want to improve board <-> community communication.
         + agree - challenging to do the right communication (Cor)
         + in general agree (Thorsten)
            + fact that there is lots of public discussion & non-uniform
opinion
            + is perhaps a positive sign - this is what people were
asking for
              + outside view is lots of quarrelling - but that's now
just public, was board-internal before
              + not continuously (Cor)
                 + was regular
              + after 10 years some self-reflection / status-quo
challenge is good. (Thorsten)
              + don't share the "all negative, all doomed, all a
disaster" good
              things happening.
              + hope of a discussion - is when it starts people are
willing to change their mind - or debate doesn't make sense.
            + writing an Open Letter is a bit of a last resort (Thorsten)
              + were all other avenues used before ?
              + board is quite diverse - opposite of uniform
              + good - we need the entire community represented.
              + writing it anonymously, and addressing the entire board is
                perhaps doing step 3 before step 2.
              + not talked to anyone, no-one talked to me - shouldn't MC
reach out directly before?
     + been reached out to by many members (Gabriele)
        + wanted to represent their concerns.
        + not defined as anonymous; it's the whole MC writing to the Board.
        + want to avoid citing those who reached out to the MC
        + a letter from the whole MC, had a vote - anonymously to do that
           + an offer to help.
        + timing was not so simple to carry it out.
        + lets see with the next MC
        + was voting - whole of MC ? (Michael)
           + voting right just for the members (Gabriele)
             + but not got any objection from deputies
           + good to reach out - appreciated (Cor)
     + understand - keen to check details (Marina)
        + don't think a community member not feeling confident about a board
          decision - should be forced to directly contact the board members
        + the MC is here for listening too.
        + a community member can decide whether it's better to go direct,
          or indirect.
        + agreed & understood (Thorsten, Cor)
     + how many people contacted ? (Thorsten)
        + the number is around ten people (Gabriele)
        + around the same we have participating from community in the
discussions
     + key points are (Gabriele)
        + CoI topic
        + Transparency topic
        + MC - private minutes
        + now time to find a solution
     + a proposal how to move this forwad ? (Thorsten)
        + will get lots of individual opinions
        + a process to come to some solution ?
        + or to agree to disagree
     + need first a tool (Gabriele)
        + a mess to check out mailing list / all mails
        + a tool is appropriate / required to find a place that is
convenient
          and less time consuming.
        + look at other communities - Fedora, Mozilla, etc.
        + must be some kind of tool to express democracy
        + having a clue of where the discussion is going
        + and quickly having a recap
        + we have redmine; is it shared with every member ?
        + not questioning what tool, but we need one.
        + looking for a silver bullet ? (Thorsten)
     + board meeting public part (Franklin)
        + MC people joined as community members, it's not a BoD/MC meeting
        + when we directors raise our thoughts, keep in mind that we are
talking to community people.
     + Transparency is good thing up to a point (Michael)
        + we have had too little, having more is good
        + it also improves the tone of discourse
        + it make communication with the membership easier.
        + but:
           + topics that come to the board are quite difficult
           + board struggles to make decisions as 9
           + why do we think having another 10 people will help
accelerate this ?
    + Good for the board to have other people (Paolo)
        + looking at problems from other viewpoints
        + tools, redmine etc.
        + experimenting with tools to exchange ideas, info & request
           + making them easier to track.
        + been through ML's after holiday to try to catch up.
           + things may be missed out.
        + external input may be helpful on CoI
    + will try with rest of MC to help this (Gabriele)
        + transparency, board meetings
        + not asking to take part in private parts of meetings
        + asking to recieve the minutes - in the same moment they are shared
          among board members.
            + without participating in the meetings themselves.
        + when ready / cleaned up - arranged the way we want to share.
        + ready to do the same
            + even if they are sharing the minutes
            + willing to share the private pieces too.
            + so willing to ? (Michael)
               + two kinds of privacy (Gabriele)
                   + talking about privacy / membership
                   + will not share about single / individual members
                      + personal health / etc. situation
                      + not their data - but of single members.
            + good to say that (Cor)
               + in the past many things are easy to discuss & write down
                   + but personal bits / someone busy needs to be encouraged
            + personal / staff / legal topics in the board also (Michael)
               + could just avoid writing these down ? (Gabriele)
                   + not meant to report the whole speech
                   + private part could omit details on persons
               + if discuss topics can't be easily shared (Cor)
                   + want to share that with others - who is responsible ?
               + can have a look at this (Paolo)
                   + legal / personal bits cannot be shared.
                   + but some other bits can be.
                   + case by case situations can look at
                   + as a std. rule - try between two teams share as much
                     as possible to help each other.
     + minutes - forgetting a detail (Marina)
        + by statute - MC oversees that board acts properly, legaly etc.
        + if the MC is not getting this information on time, how can this
          body check that everything is fine.
        + eg. the TDC story - was informed of our discussions that startd
          many months in advance with the community
            + open invite to join in at the conference (Michael)
        + sharing the minutes could be a way to get insight into
          earlier discussions
        + can remove from minutes bits that cannot be shared & share them.
        + agree - we should share much more (Michael)
            + with not just MC but whole community ideally.
     + not expecting change from tomorrow (Gabriele)
        + can share the open-letter with the rest of the community
           + its an open-letter keep it in the ML (Franklin)
     + lets move to the next topic.


3. Discuss & Organize:  Status & further steps in the subgroups with: a)
marketing plan b) tender streamlining c)app store offering TDF d) TM
licensing  (All 10 min)
    Rationale: Discuss and identify the next steps
    Redmine ticket(s):

  a) LibreOffice 7.0/7.1 marketing plan
     URL: https://redmine.documentfoundation.org/issues/3206
     Status: Paolo, Franklin, Michael, Thorsten, Mike, Italo continue
working on this, Follow-up when everyone is back from holidays
        + have updated the slide deck and shared with the board (Italo)
           + action items have been added.
           + some can be implemented very quickly - release independent
           + some have to be done at time of a release.
              + don't think they have to be 7.1 particularly.
           + will have to make some sort of formal announcement
           + some need some open discussion with the members for a decision
              + the tag name of the 'community' version.
              + of course, we need to work on documents explaining
                the rational behind LibreOffice Technology, ingredient
                brands, and other ways of communicating.
              + decision will not touch license, spirit of the product.
              + not because it's called personal - it is still FOSS
              + it communicates something, not blocking them from using it
                  + will help us to communicate in a more convincing way.
           + early next week - can have a call, to discuss what we need to
             do over the next couple of months.

  b) KG22.01 - Streamline Tendering Process in 24 months
     URL: https://redmine.documentfoundation.org/issues/3107
     Status: Nicolas, Lothar and Florian had first call. Documents and
process description in the works. Next call September 17.
        + Nicolas did most of the work here (Florian)
            + had a call two weeks ago, Lothar, Niclas, Florian
            + next call - Sept 17th.
        + a framework drafted: helping comparison, and bidders lower
          the amount of admin work beforehand.

     KG22.01.1 - Two more tenders signed in 6 months
     URL: https://redmine.documentfoundation.org/issues/3108
     Status: ODF 1.3 delta is written, can be published when approval is
given, Thorsten following-up with Regina atm
        + delta tender is good to go (Thorsten)
           + double checked with Regina
           + nothing there that is already solved.
           + other two - merge them into a larger bucket
              + Regina is collecting items for that.
           + initiate the vote for Delta-Tender (Florian)
           -> done just now during the call via e-mail

* Development Mentor question ? (Kendy)
     + deadline is 15th September (Florian)
        + its still open for applicants until Tuesday.
        + what are the next steps there ?
        + evaluating the candidates & starting the interview process.
     + what is the timeline ? (Kendy)
        + subgroup of the call

  c) form sub-group to work out and publish business entity proposals
     URL: https://redmine.documentfoundation.org/issues/3294
     Status: Draft proposal for Luxemburg entity published -
https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq
     Thorsten, Michael, Nicolas, Paolo, Lothar: due to holidays a part
of the subgroup did coordinate, Lothar will update his criteria
list/problem statement with feedback, Paolo to follow-up with ministry
for clarification of details
     + few questions raised (Paolo)
        + next week to meet ministry to confirm plan conform to the
regulations

  d) from subgroup to work out proposal for handling outrunning TM
licenses End of September
     URL: https://redmine.documentfoundation.org/issues/3319
     Status: proposal to be generated by subgroup (Paolo, Cor)
     + AI Florian/Lothar: let it run via email, do not want to wait
until the deadline come up


4. Inform & Discuss: Status of redmine tickets of last board meetings
(Lothar, Stephan/Florian, All 5 min)
    Rationale: Clarifying what is pending, questions to reports in
redmine tickets, and what todo, who is caring, until when, it is not the
intention to speak about all, but the important or urgent ones

    Just to be discussed if any news on:

    Membership Committee election (Florian)
    URL: https://redmine.documentfoundation.org/issues/803
    Status: Preliminary results published, challenging phase until
Tuesday, 2020-09-15, 24:00 CEST/UTC+2
    *
https://listarchives.documentfoundation.org/www/board-discuss/2020/msg00525.html
      + congrats to everyone - all now in the board call.

    coordination of LibOCon internal meetings (Sophie)
    URL: https://redmine.documentfoundation.org/issues/3293
    Status: Finalizing proposed time slots, Sophie to send out calendar
invites
    * MC meeting: October 14 from 2:00 to 4:00
    * BoD meeting: October 14 from 1:00 to 4:00
    * BoD & MC & team meeting: October 14 from 5:00 to 6:00
    + Sophie will follow up with calendar (Florian)

Public meeting ends at 13:49 Berlin time.


Agenda items of Private part

5. Inform & Discuss: Pending questions wrt. the license inquiry of an
Italian Company about LibreOffice online (Florian, all 10min)
    Reason why in private: confidential information about trademark inquiry
    Rationale: clarify pending questions/trademark grants, evaluation
and further steps


6. Inform & Discuss: wealth management for foundation capital stock,
evaluating the two proposals, further steps (Lothar, board members 5min)
    Reason why in private: confidential information about finance
decision making
    Rational: evaluation and further steps, do we need a presentation
from both banks in a board meeting?

Private meeting ends at 14:02 Berlin time.

Franklin Weng (Session chair)
Stephan Ficht (Keeper of the minutes)

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The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
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GPS di Gabriele Ponzo GPS di Gabriele Ponzo
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Re: Board of Directors Meeting 2020-09-11

Thank you for sharing.
Just a little correction please:

Il giorno mar 15 set 2020 alle ore 14:25 Florian Effenberger <[hidden email]> ha scritto:

[...]
     + been reached out to by many members (Gabriele)
        + wanted to represent their concerns.
        + not defined as anonymous; it's the whole MC writing to the Board.
        + want to avoid citing those who reached out to the MC
        + a letter from the whole MC, had a vote - anonymously to do that

I just said "unanimously" :)
---
Gabriele Ponzo
GPS - Terni
Andreas Mantke Andreas Mantke
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Re: Board of Directors Meeting 2020-09-11

In reply to this post by Florian Effenberger
Hi,

Am 15.09.20 um 14:24 schrieb Florian Effenberger:

>
> The Document Foundation
> Board of Directors Meeting 2020-09-11
> Meeting Minutes
>
> Date: 2020-09-11
> Location: Jitsi
>
> Session chair: Franklin Weng
> Keeper of the minutes: Stephan Ficht
>
> In the meeting: Gabriele Ponzo (MC), Cor Nouws (Board), Paolo Vecchi
> (Deputy), Franklin Weng (Board), Florian Effenberger (ED), Thorsten
> Behrens (Board), Marina Latini, Nicolas Christener (Deputy), Michael
> Weghorn, Italo Vignoli (Team), Michael Meeks (Board), Stephan Ficht
> (Team), Kendy, Emiliano Vavassori (Board), Muhammet Kara (MC), Xisco
> Faulí (Team), Ahmad Haris (MC)
>
> Representation: Nicolas for Lothar, Paolo for Daniel

if there has nothing changed (because there is nothing new published
about partnership) this affiliation should be valid further:
https://listarchives.documentfoundation.org/www/board-discuss/2019/msg00109.html

This gives three members/members representatives with affiliation
'Collabora Productivity' during this board call.

The statutes has a rule for the affiliation of each body (board and MC)
in § 8 IV to prevent CoI: only a third of the members with the same
affiliation: 7/3 --->  only 2 members.

Conclusion: only Paolo could do the representation.

Regards,
Andreas



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Uwe Altmann Uwe Altmann
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Re: Board of Directors Meeting 2020-09-11

Hi Andreas

Am 15.09.20 um 20:17 schrieb Andreas Mantke:
> This gives three members/members representatives with affiliation
> 'Collabora Productivity' during this board call.

Nope.
Following the cited message at https://listarchives.documentfoundation.org/www/board-discuss/2019/msg00109.html , it looks to me Infinis beeing a partner, not an subsidiary of Collabora.
Reading the German original text of § 8 (4) of our statutes [1], "afiliate" has the clear meaning of "subsidiary", not "partner".

As you wrote:
> ...if there has nothing changed...


[1] "...für dieselbe Firma, Organisation oder Einheit oder einer ihrer Tochterorganisationen als Angestellte arbeiten."
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Mit freundlichen Grüßen
Uwe Altmann

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Andreas Mantke Andreas Mantke
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Re: Board of Directors Meeting 2020-09-11

Hi Uwe,

Am 16.09.20 um 17:07 schrieb Uwe Altmann:

> Hi Andreas
>
> Am 15.09.20 um 20:17 schrieb Andreas Mantke:
>> This gives three members/members representatives with affiliation
>> 'Collabora Productivity' during this board call.
> Nope.
> Following the cited message at https://listarchives.documentfoundation.org/www/board-discuss/2019/msg00109.html , it looks to me Infinis beeing a partner, not an subsidiary of Collabora.
> Reading the German original text of § 8 (4) of our statutes [1], "afiliate" has the clear meaning of "subsidiary", not "partner".
>
> As you wrote:
>> ...if there has nothing changed...
>
> [1] "...für dieselbe Firma, Organisation oder Einheit oder einer ihrer Tochterorganisationen als Angestellte arbeiten."

I already knew the German binding text. But you are following only the
first interpretation method. But that is not the whole story ;-)

Regards,
Andreas


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Uwe Altmann Uwe Altmann
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Re: Board of Directors Meeting 2020-09-11

Hi Andreas

Am 17.09.20 um 18:56 schrieb Andreas Mantke:
> I already knew the German binding text. But you are following only the
> first interpretation method. But that is not the whole story ;-)

But it's the text. The topic may be worth a discussion, but here and now these are "Da Rules".

Interested in the second interpretation method. And of course in the whole story too.
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Uwe Altmann

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