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


Hi,

please find below the board meeting minutes from the inaugural BoD
meeting on February 19th.

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

Best, Thorsten

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

Minutes 2014-02-19
The Document Foundation
Board of Directors Meeting
Private 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 (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.

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 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 private meeting commences at 16:30 UTC. Some items were discussed in private as the board saw a 
need for confidentiality during discussions. The results are now being made public in accordance 
with our statutes. Agenda items 1-3 have been discussed in public before.

Florian Effenberger and Fridrich Štrba have left the call.
Andreas Mantke is now representing Fridrich Štrba.
From now on, a quorum can be reached with a simple majority of 4 votes.

4. Decision on contracts and warrants

Proposal: Hire Florian Effenberger as Executive Director ("Geschäftsführer"), beginning on March 1st
Result of the vote: Consensus approval (7 out of 7)
Norbert Thiebaud, not representing anyone in the call, voted +1 (non-binding)
Decision: The proposal to hire Florian Effenberger as Executive Director ("Geschäftsführer") has 
been accepted.

Proposal: Thorsten and Björn should sign the contract and warrant on behalf of TDF
Result of the vote: Consensus approval (7 out of 7)
Norbert Thiebaud, not representing anyone in the call, voted +1 (non-binding)
Decision: Thorsten and Björn will sign the contract and warrant on behalf of TDF

Florian Effenberger and Fridrich Štrba have joined the call again.
Fridrich Štrba is not represented anymore.
From now on, a quorum can be reached with a simple majority of 4 votes.

5. Trademark grant to Collabora

Proposal: Grant Collabora a standard trademark license for 'LibreOffice from Collabora', 
non-exclusive, non-transferable, time-limited until the end of 2014, to be used on naming, advert 
and services.
Result of the vote: Consensus approval (6 out of 7 - Michael abstains)
Andreas Mantke and Norbert Thiebaud, not representing anyone in the call, voted +1 (non-binding)
Decision: The trademark proposal for Collabora has been accepted.

Florian will send the appropriate trademark license agreement.

6. Planning the formal annual board meeting

Florian explains the reason and necessitiy for the formal annual board meeting, to vote on the 
annual report. Proposed date is April 16th.

7. Approval of the 2014 budget

Proposal: Approve the below budget for 2014.

I. Current recurring costs - € 100,444.10

Gross salaries incl. dues employer € 81,584.10
Servers and domains € 11,000.00
Bank fees € 200.00
Apple developer program € 160.00
Mail forwarding service € 2,200.00
SIP line € 750.00
Membership foundation head association € 150.00
Insurances € 700.00
Tax advisor € 1,500.00
Authority fees € 500.00
OASIS membership € 1,000.00
Silicon sentier membership € 200.00
Office supplies € 500.00

II. Additional recurring costs - € 121,650.00

Legal fees € 15,000.00
Part-time infra admin € 25,000.00
Conference budget € 8,000.00
Top-up time for ED role € 20,000.00
Administrative assistant € 12.000,00
Part-time L10N, MozTrap, NLP & QA assistance € 40,800.00
Higher fees for head association of foundations € 850.00

III. Individual items - 99.140 €

Dev budget: QA, Hackfest & Hardware € 10,000.00
Marketing / travel speaking budget € 10,000.00
General Travel € 10,000.00
Renewing Sophie's contract for one month € 3,400.00
Continue AskBot contract € 2,540.00
TDF brochure, bilingual, for CeBIT (but no CeBIT branding) € 2,000.00
Own bugzilla € 3,000.00
CeBIT € 7,000.00
Activities in Brazil and Latin America (tickets, events fees, goodies) € 10,000.00
IDE for MS Visual Studio € 5,000.00
SMAU (Milan) € 5,000.00
SIP phones for employees and contracting parties € 600.00
boxed flight-case / marketing / conference pack € 6,000.00
Promote / explain interop. fixes € 4,800.00
Improve Accessiblity on Linux: ATK update € 2,500.00
BSA in other languages € 2,500.00
Plone consultancy € 5,000.00
Awards for volunteers in various categories: award at conference € 5,000.00
pootle: live glade / UI previews (deckard) € 4,800.00

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 above budget for 2014 has been accepted.

Florian will report it to the head association of foundations for calculating our membership fee.

8. Representation e-mail

Florian explains the new board members should nominate their deputy on the public board-discuss 
list, to have a representation in place for future calls. Nomination can be changed or revoked at 
any time by the same means.

9. Discusstion about the Gran Canaria hackfest

The board agreed that Björn continues with the organization of the Gran Canaria hackfest, scheduled 
for April.

Eliane Domingos de Sousa and Fridrich Štrba have left the call.
Andreas Mantke is now representing Fridrich Štrba.
Norbert Thiebaud is now representing Eliane Domingos de Sousa.
From now on, a quorum can be reached with a simple majority of 4 votes.

10. Certification

Proposal: Have an initial certification group with the following nine members: Cor Nouws, Italo 
Vignoli, Jacqueline Rahemipour, Lothar Becker, Olivier Hallot, Sophie Gautier, Eliane Domingos de 
Sousa, Leif Lyngby Lodahl, Stefano Paggetti. There will be a first certification session at 
LinuxTag and a second for externals in Bern, hence the need of this initial group.

Result of the vote: consensual approval (7 out of 7)
Decision: The initial proposed group, consisting of 9 certified members, is approved.

Discussion about the developer certification. Italo has a document listing the certified members 
and the date of their certification expiration. First expiration date is on December 2014. He will 
circulate the document to the board. Thorsten asked for regular reports.

The meeting adjournes at 17:30 UTC.

Attending at the end of the meeting: Thorsten Behrens (Chairman of the Board), Michael Meeks (Board 
of Directors), Björn Michaelsen (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)

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

-- Thorsten

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