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[board-discuss] Minutes Board of Directors Meeting 2016-04-11


The Document Foundation
Board of Directors Meeting 2016-04-11
Call Minutes

Date: Monday, April 11, 2016
Location: Phone Conference Room

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

In the call: Marina Latini (Chairwoman), Michael Meeks (Deputy Chairman), Jan Holesovsky (Board), Florian Effenberger (ED), Osvaldo Gervasi (Board), Eike Rathke (Board), Norbert Thiebaud (Deputy), Simon Phipps (Board),
             Bjoern Michaelsen (Deputy)

Representation: Norbert for Thorsten

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, 2016 budget (Florian Effenberger)

Answering questions on the process and discussing budget items. Parts of that might be shifted to the private call for confidentiality reasons. (I will mail around the ranking sheet today.)

* Provisional 2016 budget for tax authority
    + expense we have + what we've voted on.
    + including provisional bucket / budgets.
    + after recurring / staff & already committed project costs:
        + under Eur 20k left for discretionary spending.

2. Discussion: Meetings in Brno

Proposal:
* Have ONE day of "formal" board meeting the day AFTER the conference
  Proposal is to start at 10 am until 5 pm, with one hour of lunch.
This meeting is for board, MC (+ MC elect?) (+deputies respectively, of course) and ED only, plus invitees if selected agenda items require it.
* In the evening, the board formally meets for dinner - be there !
  The others (MC, team) can meet somewhere else if they want, informally.
* The day after that there will be NO formal board meeting, but we should have a venue where people can gather, ideally with 2-3 available rooms. That way, board, MC and team can plan what they need (or skip the day). I would love to have a team meeting then.

* Thoughts:
    + important to have subjective discussions in person (Simon)
       + leaving objective discussions later.
       + personal preference - get everyone in the room.
    + need a mandated, in-person once-per-year thing (Norbert)
+ people tend to leave early (or for start-of-event meetings, arrive late) (Simon)
    + propose formal board dinner on evening of the meeting (Michael)
       + so no-one leaves early.
    + if meeting at the end - keep beginning clear (Michael)
    + really pleased to have it now - details not so important (Michael)

* AI Florian: find out when the MC election can take place, to have at least elected members known by Brno meeting

The public call ends at 17:27 Berlin time

In accordance with the statutes, the board would also like to make the following decision public:

3. Vote: Updated rule of procedure

Proposal: "With a view to ensuring that decisions can be made in the most timely way possible while still ensuring every director is empowered, the Board RESOLVES that: * Any motion supplied to all directors and/or adequately described on an agenda, in either case issued at least 4 days in advance of a properly constituted and quorate Board meeting, may be passed by a simple majority of those present at that meeting. * Any motion introduced or substantially changed after that point may be passed by the same simple majority but must be confirmed on the agenda of the next meeting or according to e-mail voting rules, and any non-reversible actions of the motion delayed until it is confirmed."

    VOTE:  Unanimously approved.

--
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
Legal details: http://www.documentfoundation.org/imprint

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