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The Document Foundation
Board of Directors Meeting 2020-02-28
Meeting Minutes

Date: 2020-02-28
Location: Jitsi

Session chair: Lothar Becker
Keeper of the minutes: Michael Meeks

In the meeting: Lothar (Chair), Franklin (Deputy Chair), Michael (Board), Daniel (Board), Thorsten (Board), Emiliano (Board), Cor (Board, from 13:10 on); Paolo (Deputy), Nicolas (Deputy); Florian (ED), Stephan (AA); Marco, Dennis, Simon, Ilmari, Brett, Guilhem, Eliane, Sophie, Gabriele

Representation: None

Chairman of the Board is in the meeting. One of the Chairman or Deputy Chairman is required to be present or represented for having a quorate call.

The Board of Directors at 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 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 meeting is quorate and invitation happened in time. 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 13:02 Berlin time.


Public part:

1. Q&A: Answering Questions from the community (Lothar and Franklin, max. 30 minutes)

Rationale: Provide an opportunity for the community to ask questions to the new board and about TDF.

   Questions Eliane via e-mail:
       - Why new company will be located in UK?
       Simon: Could be incorporated anywhere, not doing cross-border trade
              dealing with MS & Apple.
              so most important issue - is staff employment
most likely to be commercial marketing, contract, project management roles
                 will need to work in an office with CEO of TDC
wherever its CEO lives - will need to be the place it is incorporated
              so can work under local employment law with them.
Current proposal is to have Simon as CEO, so makes sense to be in the UK
            UK have Community Interest Company (CIC)
               + registered to serve the interests of a specific community
+ allows TDC to serve the LibreOffice community without being owned
            Reason not wanted to be a subsidiary
               + TDF has a broader role than just this
               + Legal, regulatory and other risks could apply
               + and so can insulate TDF from liability in a way
                 that ownership & control would not.
            Question of how to - communicating needs of TDF -> TDC ?
               + handle money from app-stores & spend it on LibreOffice
               + amount of operations money is smallish
+ code contributions would have to go through stock ESC approval
               + if there is a cash surplus - needs to be donated to TDF
               + regular input from TDF should not be necessary to do this.
UK: CIC - can state in incorporation - surplus is donated to TDF
               + without having formal ownership & so direct liability
            If TDF is not part of TDC (Dennis)
+ Version 0.4 of the paper - was a note, that TDF controls TDC indirectly
               + is that no longer a part of this ?
               + That is still there (Simon)
                   + but this is done through a non-ownership approach.
+ rights to appoint director, and share ownership would be seen as control
                   1. company is a guarentee company: limited liability
+ a group of members - pay a small sum in the case of it going wrong
                       + those members - can appoint initial directors.
                       + also entitled to add/remove them in the future.
+ members in control of directors if they choose to be. + initial members: steering committee TDF put in place. + will continue to appoint people to that body to steer it.
                   2. Branding is vital to TDC
+ LibreOffice has that brand recognition for >200m people + so being able to act as the exclusive agent for TDF in app-stores
                         is a very significant element here.
                       + without this right, TDC would struggle to function
+ so TDF can put rules & controls in the TM agreement to ensure
                         that the brand is correctly used.
So - the combination of the purpose of the CIC - to serve the LibreOffice community, and the TM agreement - gives TDF the ability to direct the overall direction
                   without becoming the formal owner.
            Statutes of CIC ? Dennis)
+ there will be written - that BoD members are elected from TDF board ? + No; keen indeed, to avoid the perception of ownership by TDC (Simon) + anticipating that the TM agreement provides safety for TDF Process is underway, articles are drafted & definition of community (Simon) + at the tail end of discussing that with Michael, Thorsten, Uwe, Nicolas
                + hoping we can make that available to TDF members
                + can see CIC36, and INO1 form, and articles of association
                + not going to find written explicit control by TDF
                    + because it's not good for TDF
                + implicit control
            If TDC does something bad ? (Dennis)
+ expect TM license to have unilateral revocation on 30 days
                  notice by the TDF board (Michael)
                    + and this is highly effective
+ if it goes wrong, TDF has authority to withdraw this (Cor)
                    + no real rules around this.
                    + but important for both parties to co-operate
                    + so can expect clear communication around difficulties
                      ensure that they understand each other well
+ expect the TM license to be like the other ones TDF has (Simon)
                    + but with 30 day notice, and at the Board's discretion
                    + so eg. can withdraw CIB's license at 1 days' notice.
            Gabriele's microphone not working
                + also use board-discuss@ list for questions (Lothar)
                + a concern wrt. cash-flow wrt. funds to work on code (?)
            Concern wrt. having same people in both boards (Gabriele)
                + will not be the case, TDC - a commercial board with no
                  overlap with TDF
                + anticipate having a paid board incl. a lawyer, financial
                  controler & a S/W business background
                + not drawn from TDF board.
            Lots of questions (Paolo)
                + would like to see articles of incorporation
                + but heard members - who can influence direction
                + who are the members, and how to become one ?
                   + seems like anyone could become members
                + a straightforward company limited by guarentee (Simon)
                   + we can define who can become a member in the articles
                   + its not open membership
                   + the BoD has to approve each membership
+ using the model articles for a CIC with a large membership + basically ~unchanged - so it is easiest to approve by regulator
                   + will let the directors decide who the members are.
+ if want to become a member - let directors decide ? (Paolo)
                   + if I become a member can decide what directors do
                   + 'member' has a specific legal meaning: (Simon)
                      + share the liabiltiy if the company is wound up
+ before incorporates: subscribers, afterwards members + to become one - agree to share liabilty, and ask BoD to
                        approve of what's going on there.
+ I think that for the survival of the project, donations answer (Eliane) for themselves. So who exactly is interested in the TDC project?
                      + read that as "who is interested in it?" (Thorsten)
+ outgoing board, and so far incoming board is interested + we need something like TDC, which complements what TDF can do + a shared understanding with old & new boards around TDC + read that as "surely all TDF needs is donations ?" (Simon)
                         + donations depend on users downloading the S/W
+ this looks like it is becoming harder for all users
                         + future looks like "Windows 10S"
                         + donations come from downloads - so without the,
                         + TDF has to spend against its mission
                         + and this has proved extremely challenging.
+ each BoD has talked on how to invest donations in
                           improving LibreOffice
+ TDC is one vehicle to keep us spending money on S/W
        + will have other meetings in future (Lothar)
+ thanks - particularly to Eliane who asked the question & triggered this ! + perhaps think about use of Jitsi for next time: >20 participants.

2. Discuss: Areas of oversight (Lothar and Franklin, 5 minutes)

Rationale: Fill in the missing names (marked with ***) and agree on the final list. Final vote then via e-mail.

   employees: Michael Meeks, Thorsten Behrens, Lothar Becker
   infrastructure: Franklin Weng, Emiliano Vavassori
   QA: Cor Nouws, Nicolas Christener
   documentation: Daniel Rodriguez, Emiliano Vavassori
native language projects, translation, marketing, non-English QA activities etc: Franklin Weng, Daniel Rodriguez certifications and other business development activities: Franklin Weng, Lothar Becker development & releases including schedules: Michael Meeks, Nicolas Christener
   license: Michael Meeks, Thorsten Behrens
   events: Cor Nouws, Paolo Vecchi, Emiliano Vavassori
affiliations, e.g. advisory board, peer foundations, politics: Nicolas Christener, Lothar Becker, Paolo Vecchi marketing, communication & design: Cor Nouws, Franklin Weng, Daniel Rodriguez
   assets, finance: Thorsten Behrens, Cor Nouws, Lothar Becker
contracts, hiring, taxes, legal compliance, GDPR, trademarks and brands: Lothar Becker, Paolo Vecchi, Michael Meeks

3. Discuss: Changes to Rules of Procedures for the new board (Michael, 10 minutes)

Rationale: trying to reduce mail volume by speeding up voting procedure on consensual topics. Final vote then via e-mail.

Proposal: topics not on the board agenda 72 hours in advance can still be voted on in board meetings - but in the event that a board member later wishes to alter their vote, or a non-present member needs more information they can vote to defer the decision by e-mail in the next 72 hours. Such decision to then be taken in the next scheduled board, and such item to be considered to be on the agenda for that board meeting.

+ for example the previous item - lets avoid 10x mails & hassle (Michael)
   + so if someone complains in 72 hours we re-reach consensus
   + if some substantial changes are made in a call (Thorsten)
      + or if a proposal is not brought to the BoD before the meeting
      + people do need time to grok that.
      + a useful measure - in a diverse board -
        people can read at a leisurly pace, think it through.
      + 72 hours delays things.
         + its only for things not on the agenda in advance (Michael)
             + so no delay.
    + wasting time to vote in BoD call (Emiliano)
        + doing it later via E-mail is better.
    + no major issue - esp. if agree something is urgent (Paolo)
        + or has a small impact, all in a meeting and agree on something
        + then agree - just do it, and that's it.
    + suggest lets see how thigns are working with the new board (Thorsten)
        + re-visit in 3 months time.
        + see how it is working.
        + if full BoD is present - can fix problem that its'
          not on the agenda and can vote it through.
        + concerned to codify something leading to rushed decisions.
    + what is the concern wrt. last-minute topics ? (Cor)
        + 1st one to speak up & say need to think about it.
    + happy to defer if people actually vote by E-mail (Michael)
    + will ensure we look at this again in 3 months (Lothar)

4. Discuss: Minutes and informations from the board to the bodies (Emiliano, 5 minutes)

Rationale: Discuss about and finding two or three board members for defining a workflow and the mechanisms to share the minutes with TDF‘s bodies and the general public. This Workflow proposal to be discussed via e-mail or during the next board meeting.

+ suggest strenously avoiding having private board meetings (Michael, Thorsten)
       + unless there is a good reason for those
       + proposals tabled in the meeting itself,
         with no advanced notice - terrible style
+ Emiliano, Thorsten and Florian will conduct a concrete proposal for that to the board

Public meeting ends 13:50 Berlin time.

Lothar Becker (Session chair)
Michael Meeks (Keeper of the minutes)

Florian Effenberger, Executive Director (Geschäftsführer)
Tel: +49 30 5557992-50 | Mail:
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
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