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[board-discuss] BoD minutes from 2012-10-16


Hi,

attached are the board meeting minutes from the October 16th in-person
meeting, that was conducted during the LibreOffice conference.

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

With kind regards,

Thorsten

--%<----------------------------------------------------------------

The Document Foundation
Board of Directors Meeting
Meeting Minutes

Date:     Tuesday, October 16th, 2012
Location: Conference room at the Ministry of Economy and Technology,
          Berlin, Germany 

Keeper of the minutes: Thorsten Behrens (Deputy Chairman of the Board)
Session chair: Florian Effenberger (Chairman of the Board)

The meeting commences at 13:05 UTC

1. Welcome and introduction

Chairman welcomes everyone to Berlin, and the LibreOffice conference.

2. Formal invitation, representation and quorum

Attending: Florian Effenberger (Chairman of the Board), Olivier Hallot 
(Board of Directors), Italo Vignoli (Board of Directors), Andreas Mantke 
(Board of Directors Deputy), Thorsten Behrens (Deputy Chairman of the 
Board), Michael Meeks (Board of Directors), Björn Michaelsen (Board of 
Directors Deputy), Caolan McNamara (Board of Directors)

Representation: None.

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

The Board of Directors at time of the meeting consists of 7 seat
holders without deputies. In order to be quorate, the meeting 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 meeting.

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

The meeting is quorate.

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

Further present are representatives from the Membership Committee
(Eike Rathke, Leif Lodahl, Jean Weber, and Fridrich Strba), and Mike
Schinagl for legal advise.

3. Overview of past activities, finances and budget for 2012

  - Florian and Thorsten give summary update about the financial
    history and the outlook for the upcoming year
  - Olivier suggests, based on 2012 spending, to fix dedicate
    budgets for 2013

13:21 Charles Schulz (Board of Directors) and Sophie Gautier
      (Membership committee) join the meeting

A total of 7 Board of Directors members are now attending the meeting.

  - The Concardis credit card setup appears well received, it enables
    many more people to donate in many more currencies
  - To further enable TDF to focus efforts, anonymized donation figures
    (daily/weekly) would be helpful - e.g. for correlating with other
    activities

4. Planning for 2013
    4.1. Finances and budget
         - concrete budgets postponed until after conference for
           more representative data of annual spending
    4.2. "Zweckbetrieb" and "Wirtschaftsbetrieb"
         - pending additional tax advisor input
    4.3. Events (participating and hosting)
         - open list of suggestions so far: CeBIT, FOSDEM, LinuxTag,
           OSCON, SCALE, LibOCon 2013, German Stiftungstag 2013
    4.4. Merchandising and shops
         - Charles will look into what's possible from TDM side
    4.5. Certification
         - largely postponed to the Friday certification track
         - in a first step, have developers, migration-, and training
           partners certified
         - timeline for first draft of certification protocols - end
           of the month 
    4.6. Partnership with NGOs
         - very much desired, but pending tax advise as well
    4.7. Tablet and cloud versions
         - Michael gives an update on the progress there

5. Community building and focal points

  - clone the EasyHacks concept for QA, marketing, infrastructure and
    website 
  - QA as a possible first sub-project to focus on. Leif suggests
    making QA work part of the certification prerequisites for
    migration applicants
 
6. List of board tasks and roles

  - the board reviews and updates the list at
    http://wiki.documentfoundation.org/TDF/BoD_Tasks

7. Various

7.1 Approve existing minutes and decisions of the board

Request: Approve prior meeting minutes of the current board in-person,
         as listed on this page

       http://wiki.documentfoundation.org/index.php?title=TDF/BoD_Decisions&oldid=56382

         , and approve the board decisions (phone meeting and mailing list
         ones), as listed on this page

       http://wiki.documentfoundation.org/index.php?title=TDF/BoD_Meetings&oldid=56570

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

Decision: The past board meeting minutes and decisions have been
approved during the in-person meeting.

7.2 Hiring for the infrastructure position

Discussion: the board discusses options to fill the role, and the
available budget. Florian Effenberger would be available as a part-
time employee.

Request: authorize Thorsten Behrens to hire Florian Effenberger as a
part-time employee of TDF for non-board related tasks (e.g. 
infrastructure work), for up to a year, and at a cost not exceeding
EUR 37k per annum.

Result of vote: 6 approvals, 1 neutral, 0 disapprovals

Decision: the request has been approved.

The meeting adjournes at 15:05 UTC

Meeting minutes approved:

Thorsten Behrens, Keeper of the minutes
Florian Effenberger, Session chair

--%<----------------------------------------------------------------

-- 
Thorsten Behrens, Director, Deputy Chairman of the Board
The Document Foundation, Zimmerstr. 69, 10117 Berlin, Germany
Rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: http://www.documentfoundation.org/imprint

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