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[board-discuss] BoD minutes from 2012-02-22


Hello,

find attached the meeting minutes from the BoD meeting on February 22nd. Sorry for the long delay.

This message is to be archived by the BoD and its deputies.

Florian


The Document Foundation
Board of Directors Meeting
Call Minutes

Date: Wednesday, February 22nd, 2012
Location: Phone conference room

Keeper of the minutes: Andreas Mantke (Board of Directors Deputy)
Session chair: Florian Effenberger (Chairman of the Board)

Attending: Andreas Mantke (Board of Directors Deputy), Florian Effenberger (Chairman of the Board), Thorsten Behrens (Deputy Chairman of the Board), Olivier Hallot (Board of Directors), Charles Schulz (Board of Directors), Michael Meeks (Board of Directors), Italo Vignoli (Board of Directors), Björn Michaelsen (Board of Directors Deputy), Simon Phipps (Membership Committee), Norbert Thiebaud (Membership Committee)

Representation: None. No representative represents more than one person.

Chairman of the Board and Deputy Chairman are in the call. One of them 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 6 Board of Directors members are attending the call.

The invitation to the call has been in time, fulfilling all formal requirements.

The call is quorate.

From now on, a quorum can be reached with a simple majority of 4 votes.


1. Regular meetings of the Board of Directors

Request: Florian requests that the Board of Directors will meet every two weeks on Wednesday via phone, beginning today, at 1600 UTC. The agenda will be available at the appropriate wiki page. All members of the Board of Directors and everyone interested is invited to join the calls.

Result of vote: 6 approvals, 0 neutral, 0 disapprovals.

Decision: The request has been accepted and counts as invitation to future calls.


2. Accounting

Discussion: Thorsten will take care of the accounting for TDF. He will get in touch with Thomas Krumbein from the German association to discuss the transfer of the bank accounts, which are hold in trust for TDF.


3. Registered office

Discussion: The registered office of the Document Foundation will be in Zimmerstr. 69, 10117 Berlin, Germany. Florian has send out the signed contract today.


4. Investment of the capital stock

Discussion: Björn will send a request for an investment proposal to different banks in Germany, preferably with environmental-friendly options.


5. Budget

Discussion: Florian will update the budget. It will be made public as soon as it is in a stable draft.


6. EU fundings

Discussion: Charles and Florian will evaluate options for fundings of the European Union, to support the efforts of The Document Foundation.


7. Thank you letter to authorities

Discussion: Florian will draft a thank you letter for the authorities and send the draft to the list for approval.


8. VAT number

Discussion: Thorsten will evaluate whether we need a VAT number.


9. Travel refund policy

Discussion: Although TDF currently has no funds for travel refund, a policy is needed. Italo will work on a draft, and Thorsten will evaluate this from a fiscal point of view.


10. Rules of procedure ("Geschäftsordnung") and Community Bylaws ("Community-Satzung")

Discussion: Charles has created a draft for both, which TDF needs in addition to the statutes, and will send a draft to the mailing list.


11. CAcert Organization Assurance

Discussion: Thorsten and Florian are working on this tasks.


12. Official letterhead

Discussion: Thorsten will create an official letterhead for TDF.


13. Bank account warrant

Discussion: Only a handful of bank warrants should be issued, out of practical reasons. Florian proposed to give such a warrant to the four German-speaking members of the Board of Directors, being Thorsten, Florian, Björn and Andreas. All other members should be regularly updated with bank statements. Voting on this item has been postponed to the next call.


14. Chart of the decision workflow

Discussion: Andreas will work on a graphical explanation of the TDF decision workflow soon, after CeBIT.


15. Representative for the trademarks

In the meantime, Caolan McNamara has joined the call at 16:11 UTC.
A total of 7 Board of Directors members are now attending the call.
The call is still quorate.
From now on, a quorum can still be reached with a simple majority of 4 votes.

Request: Michael Schinagl should serve as TDF's official representative for the trademark office.

Result of vote: 7 approvals, 0 neutral, 0 disapprovals.

Decision: The request has been accepted.


16. Donation confirmation

Discussion: Thorsten will work on a donation confirmation for donors in accordance with fiscal requirements.


17. English translation of the statutes

Discussion: Thorsten and others have been working on a translation of the German statutes into a non-binding English version. He asked for feedback from natives speakers to improve the draft.


18. Membership at the German head association of foundations ("Bundesverband deutscher Stiftungen")

Request: The Document Foundation will become a member of the German head association of foundations ("Bundesverband deutscher Stiftungen"). Costs are 150 EUR per year.

Result of vote: 7 approvals, 0 neutral, 0 disapprovals.

Decision: The request has been accepted.


19. Phone and fax line

Request: The Document Foundation will order a phone and fax line from sipgate, with a price of 20 EUR per month.

Result of vote: 7 approvals, 0 neutral, 0 disapprovals.

Decision: The request has been accepted.


20. Creating the Advisory Board

Request: The Advisory Board will be created with the following members: Google, SUSE, Red Hat, Freies Office Deutschland e.V., Software in the Public Interest and the Free Software Foundation.

Result of vote: 7 approvals, 0 neutral, 0 disapprovals.

Decision: The request has been accepted.


21. Engineering Steering Committee

Request: The Engeneering Steering Committee will be created with the following members: Andras Timar (localization), Michael Meeks and Petr Mladek of Novell, Caolan McNamara and David Tardon of RedHat, Björn Michaelsen of Canonical, Michael Natterer of Lanedo, Rene Engelhard of Debian, the independent contributors Norbert Thiebaud and Rainer Bielefeld (QA).

Result of vote: 7 approvals, 0 neutral, 0 disapprovals.

Decision: The request has been accepted.


22. Hosting for Freies Office Deutschland e.V.

Request: TDF will host the infrastructure of the German nonprofit Freies Office Deutschland e.V. free of charge. Domain names have to be paid directly by the nonprofit.

Result of vote: 7 approvals, 0 neutral, 0 disapprovals.

Decision: The request has been accepted.


Meeting minutes approved:

Andreas Mantke, Keeper of the minutes
Florian Effenberger, Session chair

--
Florian Effenberger <floeff@documentfoundation.org>
Chairman of the Board at The Document Foundation
Tel: +49 8341 99660880 | Mobile: +49 151 14424108
Skype: floeff | Twitter/Identi.ca: @floeff

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