creation of The Document Collective (TDC)

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Florian Effenberger Florian Effenberger
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creation of The Document Collective (TDC)

Hello,

during today's LibreOffice Conference opening session, the board's
resolution to create The Document Collective (TDC) has been announced,
which is hereby published to the general public for feedback and discussion.

(Please use the public [hidden email] list for any
discusisons related on this topic.)

The resolution taken during the board meeting on Monday, September 9, is
as follows:


The Board RESOLVES to start creation of The Document Collective (TDC) by
taking the following acts:

  - Broadly, to implement the concepts in the Board's Document "The
Document Collective" version 0.4

  - Appoint a transitional leadership Group comprising Simon Phipps,
Eike Rathke, Michael Meeks, Thorsten Behrens, and/or other volunteers
TBD...

  - Direct the Group to sign an agreement with Public Software CIC
hosting TDC as an unincorporated association

  - Allocate a loan of €50000 to be requested incrementally as needed by
Public Software CIC for TDC when the Group so directs, to be returned
once a surplus is available and at the Group's discretion concerning
timing and portioning, with the addition of 3% annual interest.

  - Grant Public Software CIC a trademark license for "LibreOffice" when
used in the context of an online application software store

  - Direct the Group to initiate availability of LibreOffice for Mac OS
and Windows through the appropriate app stores for an appropriate fee

  - Request the Group to take over making available Impress Remote and
LibreOffice Viewer if each or either proves appropriate for TDC

  - Direct the Group to commission a mechanism to spend TDC's income
surplus in the manner agreed by the Board's Document

  - Direct the Group to plan for the transfer of all TDC activities and
liabilities to an independent legal entity as soon as practical, with
governance implementing the concepts in the Board's Document.


The document referenced in the resolution is available from

        https://nextcloud.documentfoundation.org/s/6FLTHyR8kYTAjrY

Additional slides are available from

        https://nextcloud.documentfoundation.org/s/KP8wwWnkLkxgW99

Florian

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Thomas Meyer-2 Thomas Meyer-2
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Re: creation of The Document Collective (TDC)

Hello,
 
Am 11.09.19 um 10:39 schrieb Florian Effenberger:
Hello,

during today's LibreOffice Conference opening session, the board's resolution to create The Document Collective (TDC) has been announced, which is hereby published to the general public for feedback and discussion.

(Please use the public [hidden email] list for any discusisons related on this topic.)

The resolution taken during the board meeting on Monday, September 9, is as follows:


The Board RESOLVES to start creation of The Document Collective (TDC) by taking the following acts:

 - Broadly, to implement the concepts in the Board's Document "The Document Collective" version 0.4

 - Appoint a transitional leadership Group comprising Simon Phipps, Eike Rathke, Michael Meeks, Thorsten Behrens, and/or other volunteers TBD...

could there be a Conflict of Interest (CoI)?:

https://beta.companieshouse.gov.uk/company/10026175/officers

and maybe an issue with self-dealing? And what about good governance /compliance?

 

And once I googled the address of Public Software CiC I stumbled over this:

https://suite.endole.co.uk/explorer/postcode/so17-1xs

(374 companies listed under this address).

Regards,
T.

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Simon Phipps-2 Simon Phipps-2
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Re: creation of The Document Collective (TDC)

Hi Thomas! Thanks for asking.

On Sun, Sep 15, 2019 at 2:03 PM Thomas Meyer <[hidden email]> wrote:

could there be a Conflict of Interest (CoI)?:

https://beta.companieshouse.gov.uk/company/10026175/officers

and maybe an issue with self-dealing? And what about good governance /compliance?

Public Software CIC was created by Andrew Katz and I specifically to provide a not-for-profit service hosting FLOSS community initiatives. While I am a director of Public Software CIC, it is a Community Interest Company which means no-one (including me) benefits individually from the trading activities it conducts. CICs are overseen by a government regulator, see https://www.gov.uk/government/organisations/office-of-the-regulator-of-community-interest-companies

Additionally, I am not compensated by Public Software and act in a voluntary capacity. In any case, we are proposing only that Public Software host the activities of TDC in the initial stage while it is being incorporated, a bank account opened (and hopefully the Brexit transition is crossed). Once those tasks are done, we will move all activities from Public Software CIC to The Document Collective entity in a suitable jusrisdiction.  To ensure that the governance of TDC is well formed, the Board intends to direct a group rather than me individually to define and operate its governance. 

And once I googled the address of Public Software CiC I stumbled over this:

https://suite.endole.co.uk/explorer/postcode/so17-1xs

(374 companies listed under this address).

Yes, the address is that of a reputable accounting firm, Fiander Tovell Ltd, who provide Registered Office services to many of the companies for which they handle accounts. In common with many small community entities, Public Software does not have any offices so this arrangement is ideal.

Happy to answer further questions on this,

Simon

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Thomas Meyer-2 Thomas Meyer-2
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Aw: Re: [board-discuss] creation of The Document Collective (TDC)

Hi Simon,
 
Gesendet: Sonntag, 15. September 2019 um 17:59 Uhr
Von: "Simon Phipps" <[hidden email]>
An: "Thomas Meyer" <[hidden email]>
Cc: "Board Discuss" <[hidden email]>
Betreff: Re: [board-discuss] creation of The Document Collective (TDC)
Hi Thomas! Thanks for asking.
 
On Sun, Sep 15, 2019 at 2:03 PM Thomas Meyer <[hidden email]> wrote:

could there be a Conflict of Interest (CoI)?:

https://beta.companieshouse.gov.uk/company/10026175/officers

and maybe an issue with self-dealing? And what about good governance /compliance?

Public Software CIC was created by Andrew Katz and I specifically to provide a not-for-profit service hosting FLOSS community initiatives. While I am a director of Public Software CIC, it is a Community Interest Company which means no-one (including me) benefits individually from the trading activities it conducts. CICs are overseen by a government regulator, see https://www.gov.uk/government/organisations/office-of-the-regulator-of-community-interest-companies
 
Additionally, I am not compensated by Public Software and act in a voluntary capacity. In any case, we are proposing only that Public Software host the activities of TDC in the initial stage while it is being incorporated, a bank account opened (and hopefully the Brexit transition is crossed). Once those tasks are done, we will move all activities from Public Software CIC to The Document Collective entity in a suitable jusrisdiction.  To ensure that the governance of TDC is well formed, the Board intends to direct a group rather than me individually to define and operate its governance. 
 
subsumtion:
* it's really the situation of self dealing (you are sitting on both sides of the same table).
* you have a CoI for this reason (no matter, if there a finacial issues or not)
* such self dealing is always an issue with compliance / good governance and transparency
 

And once I googled the address of Public Software CiC I stumbled over this:

https://suite.endole.co.uk/explorer/postcode/so17-1xs

(374 companies listed under this address).

Yes, the address is that of a reputable accounting firm, Fiander Tovell Ltd, who provide Registered Office services to many of the companies for which they handle accounts. In common with many small community entities, Public Software does not have any offices so this arrangement is ideal.
 
So it could be regarded as a  letterbox company.
 
Kind regards,
T.
 
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Cor Nouws-3 Cor Nouws-3
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Re: Aw: Re: [board-discuss] creation of The Document Collective (TDC)

Hi Thomas,

Thomas Meyer wrote on 9/17/19 6:33 PM:

> *Gesendet:* Sonntag, 15. September 2019 um 17:59 Uhr
> *Von:* "Simon Phipps" <[hidden email]>

>> Public Software CIC was created by Andrew Katz and I specifically to
>> provide a not-for-profit service hosting FLOSS community initiatives.est
>> ...
>  
> subsumtion:
> * it's really the situation of self dealing (you are sitting on both
> sides of the same table).
> * you have a CoI for this reason (no matter, if there a finacial issues
> or not)

There are various sorts of interest of course. But apart from that: it
is the full board handling the topic.

> * such self dealing is always an issue with compliance / good governance
> and transparency

Therefore the plan for the TDC is announced and are members invited to
look at it and discuss their ideas with us.

Would that make sense?

Greetings,
Cor

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The Document Foundation, Kurfürstendamm 188, 10707 Berlin
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Thorsten Behrens-6 Thorsten Behrens-6
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Re: Aw: Re: [board-discuss] creation of The Document Collective (TDC)

In reply to this post by Thomas Meyer-2
Hi Thomas,

first off - thanks for taking part in this conversation! As Cor said,
the intention here really is to have a public discussion, and taking
input from TDF members, contributors and all other stakeholders.

Thomas Meyer wrote:
>    So it could be regarded as a letterbox company.
>
Just a word of caution - idiomatic expressions don't always translate
1:1, and the phrase you used could be regarded as rather rerogatory in
English (I'm sure it wasn't meant like that). But for the avoidance of
doubt, Public Software CIC is a reputable company, and we're grateful
to Simon for offering it as a (temporary) host. Which is btw not
uncommon practice, as e.g. Freies Office Deutschland e.V. did
something similar when we bootstrapped TDF, starting in 2010.

Cheers,

-- Thorsten

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Simon Phipps-2 Simon Phipps-2
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Re: Re: [board-discuss] creation of The Document Collective (TDC)

In reply to this post by Thomas Meyer-2
Hi!

On Tue, Sep 17, 2019 at 5:33 PM Thomas Meyer <[hidden email]> wrote:
subsumtion:
* it's really the situation of self dealing (you are sitting on both sides of the same table).

No, as I am only a Board deputy rather than a full director, have not voted on this proposal and will not do so at the Board meeting where the decision is made.

We are a community of people with a commitment to free/open source software in general and LibreOffice/Document Liberation in particular. You can find a way almost everyone willing to serve here has a conflict in any positive action we try to take. If you choose to.


So it could be regarded as a  letterbox company.

Are you making an accusation here, it's not clear? Do you intend to make the same accusation against other entities which do not trade from their registered address, such as <checks notes> The Document Foundation? 

S.

Sam Tuke-2 Sam Tuke-2
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Re: creation of The Document Collective (TDC)

In reply to this post by Thomas Meyer-2
On 15/09/2019 15:02, Thomas Meyer wrote:
> could there be a Conflict of Interest (CoI)?:
>
> https://beta.companieshouse.gov.uk/company/10026175/officers
>
> and maybe an issue with self-dealing? And what about good governance
> /compliance?

Good governance is crucial and takes some effort, so thanks for posing questions.

Conflict of interest is a concern for every organisation; can you be more specific about the risks you see here?

On 17/09/2019 18:33, Thomas Meyer wrote:
> So it could be regarded as a  letterbox company.

FWIW my company phpList is also a permanent 'letterbox company' by this definition, but there's nothing problematic about that (at least not in the UK).

Sam.

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Thomas Meyer-2 Thomas Meyer-2
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Aw: Re: Re: [board-discuss] creation of The Document Collective (TDC)

In reply to this post by Simon Phipps-2
 
Hi Simon,
 
Gesendet: Mittwoch, 18. September 2019 um 11:36 Uhr
Von: "Simon Phipps" <[hidden email]>
An: "Thomas Meyer" <[hidden email]>
Cc: "Board Discuss" <[hidden email]>
Betreff: Re: Re: [board-discuss] creation of The Document Collective (TDC)
Hi!
 
On Tue, Sep 17, 2019 at 5:33 PM Thomas Meyer <[hidden email]> wrote:
subsumtion:
* it's really the situation of self dealing (you are sitting on both sides of the same table).
 
No, as I am only a Board deputy rather than a full director, have not voted on this proposal and will not do so at the Board meeting where the decision is made.
 
We are a community of people with a commitment to free/open source software in general and LibreOffice/Document Liberation in particular. You can find a way almost everyone willing to serve here has a conflict in any positive action we try to take. If you choose to.
 
a quote from the original post of Florian Effenberger:
 
' - Appoint a transitional leadership Group comprising Simon Phipps, Eike Rathke, Michael Meeks, Thorsten Behrens, and/or other volunteers TBD...

  - Direct the Group to sign an agreement with Public Software CIC hosting TDC as an unincorporated association '
 
 
Seemed you are not on two sides of the same table, are you?
 
 
So it could be regarded as a  letterbox company.
 
Are you making an accusation here, it's not clear? Do you intend to make the same accusation against other entities which do not trade from their registered address, such as <checks notes> The Document Foundation? 
 
It was not my intention to do so. But from the tone of your answer I got ruminative.
 
Regards,
T.
 
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Florian Effenberger Florian Effenberger
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Re: creation of The Document Collective (TDC)

In reply to this post by Sam Tuke-2
Hello,

as I received similar questions by several people on the initial mail,
asking how to proceed, here's a follow-up:

> which is hereby published to the general public for feedback and discussion.

Everyone is invited to share thoughts and comments, give feedback and
ask questions on the public [hidden email] mailing
list, right now.

> - Appoint a transitional leadership Group comprising Simon Phipps, Eike Rathke, Michael Meeks, Thorsten Behrens, and/or other volunteers TBD...

The "to be determined" (TBD) note means that community members, who'd
like to join the transitional leadership group, are invited to raise
their hands on the public [hidden email] mailing
list, right now.

Florian

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Uwe Altmann Uwe Altmann
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Re: creation of The Document Collective (TDC)

In reply to this post by Florian Effenberger
Hi there

Just read the paper. It raised some questions.

What I'm absolutely missing is a draft of a business plan. Based on the experiences of collabora with the Apple Store (and perhaps CIB with MS) it should at least make clear the ability of self preservation of that business unit, expressed in the estimated yearly costs to provide the app-updates, estimated return from the stores, further costs like legal/tax consultancy, dues/fees, salaries etc. Without that, all further discussion seems senseless.

And what I do not understand at all is the reasons there is such a complicated and a difficult to zero controllable process with a "Public Software CIC"  50.000 € loan just to get an unincorporated association (whatever that means in terms of business and liability, i. e. ability to contract directly with app stores etc.

In Germany, founding a Limited Company (GmbH) will need 25 T€ initial capital (to which the liability of the company then is limited - we may even make up an "UG" with less to zero initial capital and liability). The overall costs are about less then 1.000 €, it'll take about four weeks time and perhaps one day work. So why the TDF does not start a GmbH (as owner) and use the 25 T€ initial capital (also loaned) to get it working?
Perfect control by the board and no hassle about "to commission a mechanism to spend TDC's income surplus in the manner agreed by the Board's Document" because all surplus will go automatically to TDF.

IF you don't like Germany, try a french s.a.r.l. But don't go outside EU, and GB is - sad to say - half way out and still on a "leave"-course.

No collision of interest too btw.
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Mit freundlichen Grüßen
Uwe Altmann

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Michael Meeks-5 Michael Meeks-5
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Re: creation of The Document Collective (TDC)

Hi Uwe,

On 26/09/2019 15:28, Uwe Altmann wrote:
> Just read the paper. It raised some questions.

        It would probably help to come to the next board call and raise your
concerns.

> And what I do not understand at all is the reasons there is such a
> complicated and a difficult to zero controllable process with a
> "Public Software CIC"  50.000 € loan just to get an unincorporated
> association (whatever that means in terms of business and liability,
> i. e. ability to contract directly with app stores etc.

        The number is large, but it is a contingency; I don't expect TDF to
loan anything like this much, and to provide cash incrementally as needed.

        In terms of where the entity finally ends up, the CIC is a short-term
bootstrapping mechanism - I don't believe there is a final decision on
entity location currently.

        There are some attractions however to having multiple jurisdictions
involved - we've really appreciated the flexibility that SPI has helped
us with over the years (as an example).

        All the best,

                Michael.

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