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[board-discuss] BoD minutes from 2014-02-19


Hello,

find below the board meeting minutes from the BoD meeting on 2014-02-19.

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

Florian


Minutes 2014-02-19
The Document Foundation
Board of Directors Meeting
Call Minutes

Date: Wednesday, February 19, 2014
Location: Phone Conference Room

Session chair: Thorsten Behrens
Keeper of the minutes: Sophie Gautier

In the call: Thorsten Behrens (Board of Directors), Eliane Domingos de Sousa (Board of Directors), Michael Meeks (Board of Directors), Björn Michaelsen (Board of Directors), Fridrich Štrba (Board of Directors), Joel Madero (Board of Directors), Adam Fyne (Board of Directors), Andreas Mantke (Deputy Board of Directors), Norbert Thiebaud (Deputy Board of Directors), Florian Effenberger, Italo Vignoli, Olivier Hallot.

The Board of Directors at the 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 public meeting commences at 16:00 UTC.

1. Election of the Chairman and Deputy

    Proposal to elect Thorsten Behrens as Chairman
    Result of vote: Consensus approval (6 out of 7 - Thorsten abstains)
Andreas Mantke and Norbert Thiebaud, not representing anyone in the call, voted +1 (non-binding)
    Decision: Thorsten Behrens elected as Chairman.

    Proposal to elect Eliane Domingos de Sousa as Deputy Chairman
    Result of vote: Consensus approval (6 out of 7 - Eliane abstains)
Andreas Mantke and Norbert Thiebaud, not representing anyone in the call, voted +1 (non-binding)
    Decision: Eliane Domingos de Sousa will be Deputy Chairman.

Florian will file those changes with Berlin.

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.

2. Changes to the rules of procedure and responsibilities: https://wiki.documentfoundation.org/TDF/BoD_rules

    Postponed, vote will take place by e-mail before the end of the week.
    Area of responsibilities need to be reviewed.

3. Entitling Italo

Proposal: The Board of Directors of The Document Foundation entitles Italo Vignoli to continue the volunteer PR/media relations activity he has managed during the last 2 years - back then as a member of the Board of Directors - and to act as a spokesperson with the media and at conferences, until further notice.

    Result of the vote: Consensus approval (7 out of 7)
Andreas Mantke and Norbert Thiebaud, not representing anyone in the call, voted +1 (non-binding)
    Decision: The proposal is approved.

The meeting adjournes at 16:30 UTC.

Attending at the end of the meeting: Thorsten Behrens (Chairman of the Board), Eliane Domingos de Sousa (Deputy Chairman of the Board), Michael Meeks (Board of Directors), Björn Michaelsen (Board of Directors), Fridrich Štrba (Board of Directors), Joel Madero (Board of Directors), Adam Fyne (Board of Directors), Andreas Mantke (Deputy Board of Directors), Norbert Thiebaud (Deputy Board of Directors), Florian Effenberger, Italo Vignoli, Olivier Hallot.

Thorsten Behrens (Session chair)
Sophie Gautier (Keeper of the minutes)

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