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[board-discuss] Bod minutes from 2014-09-01


Hi,

Please find below the minutes of the Board meeting on 2014-09-01

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

Minutes 2014-09-02
The Document Foundation
In-person Board of Directors Meeting
Meeting Minutes

Date: Tuesday, September 2nd, 2014, 08:10 UTC (10:10 local Bern time)
Location: Bern University

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

Participants: Thorsten Behrens (Chairman of the Board), Michael Meeks
(Board of Directors), Björn Michaelsen (Board of Directors), Fridrich
Strba (Board of Directors), Joel Madero (Board of Directors), Adam Fyne
(Board of Directors), Norbert Thiebaud (Deputy Board of Directors),
Andreas Mantke (Deputy Board of Directors), Eike Rathke (Deputy Board of
Directors), Florian Effenberger (Executive Director), Mike Schinagl
(legal counsel), Sophie Gautier, Charles Schulz

The meeting commences at 08:10 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. Welcome and introduction

The Chairman welcomes the attendees of the meeting. He outlines that
this is the formal annual meeting required by the Foundation's statutes.
The agenda has been published in advance, with no further additions or
change requests received.



2. Formal invitation, representation and quorum

The Chairman points out that the invitation was formally correct and in
time, as per § 9 I of the Foundation's statutes.

Eike Rathke representing Eliane Domingos de Sousa.

Chairman of the Board is in the meeting. One of the Chairman or Deputy
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 7 Board of
Directors members or their representatives are attending the meeting.

Therefore, the meeting is quorate. From now on, a quorum can be reached
with a simple majority of 4 votes.



3. Overview of past activities, finances and budget for 2014

Thorsten hands over to Florian for a presentation of the past
activities, finances and budget for 2014, which has been sent to the
members of the Board in advance. Key items and proposals from Florian's
presentation are:

- QA bits and organization of bug hunting sessions should at least
partially be shifted from Sophie to Robinson now that we have a QA
engineer, so Sophie gets time for certification tasks.

- Björn proposed to have board members with their individual areas of
interest (as per the rules of procedure) added to respective tickets in
Redmine.

- Florian proposed that TDF paid staff should invest a certain part of
their paid time in community involvement and representation of
TDF/LibreOffice. Reason is that while the developer community is growing
strong, other communities struggle more, with better coordination and
communication required.

- LibreOffice Conference organization was a success, but TDF should
compare participant numbers and organization with other entities. Some
time/financial investment might be required for future conferences.
Worktime required solely from TDF side is between one and two months per
conference. For future conferences, we should more directly approach
community members to join, and explain reimbursement options.

- Christian should work together with Robinson on QA bits, now that we
have a QA engineer. He should also train Robinson and Alex to act as
stand-in for the release process in case he is away.

- TDF should make more use of the head association of foundations, by
participating in their activities and do networking. They provide very
valuable resources, can help with networking, fund raising and
marketing, and we don't make enough use of that at the moment.

- Björn proposed to draft future PR texts in Redmine, for easier
translation and version control, as we still have too few community
translations.

- A few budget items have so far neither been taken, nor given enough
feedback for execution. Those are:

    - Promote/explain interoperability fixes
    - BSA in other languages
    - awards for volunteers

With the new budget in the works, those items should be removed if the
situation hasn't changed by then.

- For the budget, Florian proposes to only approve larger items and
build budget groups for the rest. In addition, some provisioned budgets
should be folded together to unblock reserves. Also, an administrative
budget with 7.500 € should be set up, and NLC projects should be asked
for concrete (!) funding and project proposals to be considered for the
next budgeting round.

- The board agreed with Florian's recommendation to keep a conservative
spending/investment approach.

- The donation confirmation process is a manual one and costs a lot of
time. Mike proposed to switch to a digital signature instead of
snailmailing confirmations. Björn proposed having an upfront donation
confirmation as PDF, Florian explained this is already in the works.
Florian also proposed that we should evaluate alternatives for payment
providers who are quite expensive wrt. fees and conversion rates.

- Florian recommends to regularly advertise membership in the community
and blog about it. Membership numbers have grown, but further
advertising is desirable.

- About EU funding, Charles explained that for that to happen, we need
to have a clear picture of what we precisely want to achieve with a
certain project. Given the amount of time and resources required on our
side to make EU funding happen, Thorsten explained that this is
currently not a priority for the Board.

- Fridrich and Michael proposed to have a "light" edition of the annual
report in English language, approximately 15 pages, enhanced with
pictures, to use it for marketing purposes. It should be released at the
same time as the German report is due, end-April. To cover the time
needed for that, the current report (which took Florian 4-6 weeks to
write, with much help of Sophie in collecting data) should be cut down
to approximately half the number of pages or less, so Florian can
oversee production of the English version. While the current German
report was explicitly lauded by head of PR by the German head
association of foundations, who were proud to have such a well-written
document, from 2015 on, less time should be invested into it, to have
resources available for the English version.

- The English report should not be a 1:1 translation, as this takes too
much time, but a version based on the German text which has to be filed
with the authorities. The board agreed that having a version in English
is a high priority.

- Florian recommended to compare how (timing, resources) other projects
handle this. One option would be to make use of the weekly newsletter
budget item and factor some of that time into production of the annual
report, or have English native speaking TDF staff involved.

- After discussion, the board agrees to have 20.000 € factored into the
budget for the English report, to pay for illustrator/designer and
marketing professional, if required.

- Florian explains that with a foundation the size of TDF, the
administrative/operations part takes quite a chunk of time to be dealt
with properly.

- With the executive director role being in place, many of the
administrative/operations pieces are dealt with exclusively by Florian
now. Likewise, overseeing employees and freelancers, including
coordination of tasks, deadlines and priorities is handled by Florian,
and he outlines mechanisms used for that, like weekly team calls, work
meetings, and working with Redmine.

- Florian states that we have a great team with great colleagues. He
would like to spend more time with employees to strengthen the team even
more.

- Florian raises concerns that for individual projects decided by the
board, the executive director is seen as "default fallback" when no
other taker drives those forward and wants to oversee them, lacking more
and more time for the administrative/operations part on his side,
including gaining knowledge and growing skills with foundation
administration to get more routine.

- Acknowledging that running individual projects is key to moving TDF
forward, Florian makes a concrete proposal:

    each larger project needs a project responsible, who drives it
forward, and co-oversees it with the ED
        -> project responsible means budget responsibility, regular
reports to board + ED, and being accountable
        -> that can be the ED sometimes, but not in all cases
        -> ED can jump in for emergencies

No decision was taken on that, discussion to be continued later on.

Thorsten proposed that every board member has to deliver quarterly
reports from their areas of oversight as defined in the rules of
procedure. There's no need for a written report, as those can be minuted
during the board calls.



4. Planning and strategy for 2015

After the presentation, the board discussed planning and strategy for 2015.



4.1. Strategy, finances and budget

Proposal: Give our new tax advisor a warrant, granting them full
authority to represent TDF in all tax matters, towards the tax
authorities. At the same time, render the existing warrant for our
existing tax advisor invalid.

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

Decision: Our new tax advisor will be given a warrant, granting them
full authority to represent TDF in all tax matters, towards the tax
authorities. At the same time, the existing warrant for our existing tax
advisor is rendered invalid.


Proposal: Add 200 BRL (50 €) legal fees to the budget for handling the
Brazilian domain name issue.

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

Decision: 200 BRL (50 €) in legal fees for handling the Brazilian domain
name issue will be added to the budget.


Proposal: After she signed her new freelancer contract, give Sophie a
bank warrant for TDF's bank accounts, as well as a TDF credit card, to
take care of ongoing payments.

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

Decision: After she signed her new freelancer contract, Sophie will be
given a bank warrant for TDF's bank accounts, as well as a TDF credit
card, to take care of ongoing payments.


Proposal: Top up the budget for the AskBot improvements by 2.000 €, to
foster further improvements.

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

Decision: The budget for the AskBot improvements will be topped up by
2.000 €, to foster further improvements.


Proposal: Continue the certification program with a budget of 30.000 €
for six months, including enough reserves for handling individual reviews.

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

Decision: The certification program will be continued with a budget of
30.000 € for six months, including enough reserves for handling
individual reviews.

Notes: Sophie will be a fix member of the certification committee next
to Italo. A private mailing list for the certification committee will be
set up, including Eliane, Joel, Florian and Andreas for oversight.


Proposal: Top up Christian Lohmaier's contract to 40 hours per week,
with more vacation days, starting October 1st, 2014.

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

Decision: Christian Lohmaier's contract will be updated to 40 hours per
week, with more vacation days, starting October 1st, 2014.


Proposal: Prolong Christian Lohmaier's working contract.

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

Decision: Christian Lohmaier's working contract will be prolonged.


Florian Effenberger leaves the room.

Proposal: Prolong Florian Effenberger's working contract.

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

Decision: Florian Effenberger's working contract will be prolonged.

Florian Effenberger re-enters the room.


Proposal: Prolong Alexander Werner's freelancing contract.

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

Decision: Alexander Werner's freelancing contract will be prolonged.



4.2. Entities and partnerships

The Board unanimously agrees to further work together with other free
and open source entities, to foster networking and collaboration. A
proposal to be discussed is becoming a member of the OSBA.



4.3. Events (participating and hosting)

Proposal: Paid TDF staff should be allowed to invest parts of their paid
time with community involvement and representation at events. Concrete
amount is to be determine by the executive director. The executive
director to have contractors and employees take community involvement
and representation as an integral task of their job.

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

Decision: Paid TDF is allowed to invest parts of their paid time with
community involvement and representation at events. Concrete amount is
to be determine by the executive director. The executive director to
have contractors and employees take community involvement and
representation as an integral task of their job.



5. Community building and focal points

Florian explained conference organizers have been asking for a better
conference management tool. TDF should look into installing, and if
needed funding, such a system for future conferences, to make
organization, planning and scheduling easier. We will first make more
use of Redmine to see if a further need arises. In addition, the Debian
community is currently evaluating options here, so we should wait for
their results first.



6. Various

Proposal: The new membership committee, as well as future membership
committees until otherwise decided, shall consist of a total of seven
(7) members: five (5) seat holders plus two (2) deputies.

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

Decision: The new membership committee, as well as future membership
committees until otherwise decided, will consist of a total of seven (7)
members: five (5) seat holders plus two (2) deputies.


Proposal: Authorize Fridrich Strba to send in TDF's approval to the
study project conducted by Professor Schoonmaker as discussed before,
with having a modified text instead of the original proposal.

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

Decision: Fridrich Strba is authorized to send in TDF's approval to the
study project conducted by Professor Schoonmaker as discussed before,
with having a modified text instead of the original proposal.


Proposal: Adapt the rules of procedure based on Norbert's proposal, that
reads:

    1. TDF employees are bared from holding or seeking elected position
in TDF.
    2. No contract shall be awarded by TDF to a BoD member during his
tenure or within 3 month of the expiration of his/her tenure.
    3. MC members shall not be awarded contracts by TDF during their
tenure or within 3 month of the expiration of their tenure, unless the
value of such contract, for the period covered, does not represent a
substantial fraction of the freelancer's income or work time. The board
considers a third or more of a person's working hours to be substantial.


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

Decision: The rules of procedure will be adapted based on Norbert's
proposal.



Meeting ended at 15:00 UTC (17:00 local Bern time)

Present at the end of the meeting: Thorsten Behrens (Chairman of the
Board), Michael Meeks (Board of Directors), Björn Michaelsen (Board of
Directors), Fridrich Strba (Board of Directors), Joel Madero (Board of
Directors), Adam Fyne (Board of Directors), Norbert Thiebaud (Deputy
Board of Directors), Andreas Mantke (Deputy Board of Directors), Eike
Rathke (Deputy Board of Directors), Florian Effenberger (Executive
Director), Mike Schinagl (legal counsel), Sophie Gautier, Charles Schulz
-- 
Sophie Gautier sophie.gautier@documentfoundation.org
Tel:+33683901545
Co-founder - Release coordinator
The Document Foundation

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