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[board-discuss] BoD meeting minutes from 2016-03-14

The Document Foundation
Board of Directors Meeting 2016-03-14
Call Minutes

Date: Monday, March 14, 2016
Location: Phone Conference Room

Session chair: Marina Latini
Keeper of the minutes: Michael Meeks

In the call: Michael Meeks (Deputy Chairman of the Board), Marina Latini (Chairwoman of the Board), Osvaldo Gervasi (Member of the Board), Jan Holesovsky (Member of the Board), Simon Phipps (Member of the Board), Norbert Thiebaud (Deputy Member of the Board), Björn Michaelsen (Deputy Member of the Board, from 17:08 on), Eike Rathke (Member of the Board, from 17:26 on) Florian Effenberger

Representation: Norbert Thiebaud represents Thorsten Behrens

Chairwoman 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, motions can be passed with the agreement of a simple majority of those remaining present. The majority threshold is currently 4.

The meeting commences at 17:00 Berlin time.

Public part:

1. Discussion: 2015 activity and 2013-2015 fiscal report (Florian Effenberger) Answering questions on the process. Parts of that might be shifted to the private call for confidentiality reasons.
    + will mail more concrete numbers during the week
    + any questions ?
+ prefer use numbers at end of year as a base-line rather than January (Norbert)
    + last year - beginning Jan 1st;
(Bjoern joining the call at 17:08 Berlin time)
        + filed Eur 713k - bound reserve
        + spend Eur 518k - spent last year
        + income Eur 750k
        + recommend 75k -> free reserves.
    + tentative planning with recurring costs
        + uses a chunk of cash; this year 560k recurring costs.
        => we have two years to spend what's left (Norbert)
            + unlikely to be against the "must spend" wall in future.
    + each year we need to file a provisional budget (Norbert)
    + how large is the free reserve ? (Simon)
        + including 2015: Eur 200k (Norbert)
    + most of the English text written for annual activity report (Florian)
        + should have time for review
        + in parallel preparing the German translation for filing.
            + filing by last day of April.

2. Proposal: Adjust travel policy (Uwe Altmann)
Proposal to adjust our travel policy to pay 0,30 € per driven car kilometer instead 0,15 €.
    + move it to an E-mail vote (Florian)
        + same re-imbursement for volutneers as employees
        + is there some limitation on km driven ? (Kendy)
            + can do this - drive by car, if this is cheaper
              than reasonable public transport (Bjoern)
        + UK Tax authority cf. std. European rate (Simon)
            + limits total claim in a year
            + rate drops by 50% if >10k miles by car per year
               + no limit expected in Germany (Florian)
        + want a 'reasonableness' test (Michael)
            + "if in doubt ask"
        + multiple people issue (Kendy)
        + hauling T-shirts too (Norbert)
        + don't create too many rules (Simon)
            + leave as a mileage allowance; assume re-imbursal is
              in best-interests of TDF.
        + lets not over-legislate (Norbert)
            + agree (Bjoern)
                + worth contacting to ask beforehand ?
    + suggest don't put verbiage around it either (Norbert)
    + no general hard objections to proposal in the call
    + Eike joined the call 17:26 Berlin.
+ prefer to derogate to maximum amount under German tax-law, currently ... (Simon)

=> AI Florian: distill into proposal to vote via E-mail for the board

The public call ends at 17:27 Berlin time

Marina Latini (Session chair)
Michael Meeks (Keeper of the minutes)

Florian Effenberger, Executive Director (Geschäftsführer)
Tel: +49 30 5557992-50 | IRC: floeff on Freenode
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
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