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[board-discuss] BoD minutes from 2013-07-17


Hello,

attached are the board meeting minutes from the BoD meeting on July 17th.

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

Florian



Minutes 2013-07-17
The Document Foundation
Board of Directors Meeting
Call Minutes

Date: Wednesday, July 17, 2013
Location: Google Hangouts

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

In the call: Florian Effenberger (Chairman of the Board), Thorsten Behrens (Deptuy Chairman of the Board), Olivier Hallot (Board of Directors), Caolán McNamara (Board of Directors), Michael Meeks (Board of Directors), Charles Schulz (Board of Directors), Italo Vignoli (Board of Directors); Jesús Corrius (Deputy Board of Directors), Andreas Mantke (Deputy Board of Directors), Björn Michaelsen (Deputy Board of Directors).

Representations: None.

Chairman of the Board is in the call. One of the Chairman or Deputy 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 or their representatives 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 call is quorate.

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

The meeting commences at 17:05 UTC. It was held in private as the board saw a need for confidentiality during discussions. The results are now being made public in accordance with our statutes.

1. Formal approval of an extended budget

The board is having a discussion on extending the current budget, which has been approved on March 6 with decision serial number 20130306-01. The already approved version can be found at https://wiki.documentfoundation.org/index.php?title=File:Tdfbudget2013.pdf&oldid=64622

Since that approval, our generous donors have provided more funds, offering further possibilities for TDF to invest in tasks deemed important.

Board members propose to follow a conservative way of spending, as the flow of donations is hard to predict for the future. Given an account balance of 315.000 € at time of the meeting, and already fixed annual expenses of approximately 90.000 €, the proposal foresees to spend an additional 100.000 € on top of the current budget, with dues occuring up to the end of the year 2014.

To identify tasks that are deemed important, board members including deputies added their desired items to a list over a period of several weeks. Afterwards, all board members including deputies assigned priorities to these tasks, with 0 being least important and 5 being overly important. Afterwards, the average priority for each item has been determined, with some small refinements incorporated, eventually leading to a list of items for the extended budget.

The result of this process that was basis for the vote is as follows:

* Category Operations - Total sum: 17.750 €

        * annual report for authorities, incl. English translation
        * annual donation confirmations
* communication with the authorities (foundation authorities, tax office, other agencies) * checking, paying and archiving invoices, taking care of insurances and contracts * organizing our files; handling membership filing; taking care of the budgets, minutes, decisions
        * handling the trademarks, domains and other assets
        * watching deadlines and managing our calendar, preparing the meetings
* managing our bank, credit card, PayPal, Flattr and ConCardis accounts; incl. BitCoin should we have it * oversee our employees and take care of insurance, contractual and payment topics
        * manging incoming communication (mail, phone, letters)
        * handling travel refunds
        * write community bylaws

* Category Administration - Total sum: 5.000 €

        * outsource accounting

* Category Marketing - Total sum: 20.000 €

        * complete new-website/re-design

* Category Infra - Total sum: 2.600 €

        * maintaining the templates and extensions site

* Category QA - Total sum: 7.500 €

        * document load/regression box
        * Windows bibisect
        * UI for (Windows) bibisect

* Category Dev/Legal - Total sum: 2.600 €

        * manage/review/vet license statements

* Category L10N - Total sum: 15.800 €

        * pootle: support + maintenance - 1 year
        * document the l10n files (variables, syntax, etc.)
        * Pootle: translation memory + concordance + performance
        * document some file processes (grep examples, toolkit)
        * FAQ on Pootle

* Category UX - Total sum: 8.000 €

        * UX & developer hack-fest

* Category Certification - Total sum: 10.000 €

        * certification for migrators

* Category Development - Total sum: 11.000 €

* release manager/release engineering: tagging, scheduling, reviewing, managing, building and uploading of LibreOffice artifacts

Proposal: Set up an extended budget with a total amount of 100.250 €, lasting until the end of the year 2014, enhancing the already approved budget.

Result of vote: consensus approval (7 out of 7)

In addition, all deputies have been asked for feedback on the proposal, and all of them have unanimously agreed to it, though not with a binding vote.

Decision: The request has been accepted.

The meeting adjournes at 18:25 UTC.

Thorsten Behrens (Keeper of the minutes)
Florian Effenberger (Session chair)

--
Florian Effenberger, Chairman of the Board (Vorstandsvorsitzender)
Tel: +49 8341 99660880 | Mobile: +49 151 14424108
The Document Foundation, Zimmerstr. 69, 10117 Berlin, Germany
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: http://www.documentfoundation.org/imprint

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