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[board-discuss] Board of Directors Meeting 2020-05-08


The Document Foundation
Board of Directors Meeting 2020-05-08
Meeting Minutes

Date: 2020-05-08
Location: Jitsi

Session chair: Lothar Becker
Keeper of the minutes: Stephan Ficht

In the meeting: Andrea Gelmini, Paolo Vecchi (Deputy), Nicolas Christener (Deputy), Gabriele Ponzo (Membership Committee), Franklin Weng (Deputy Chair), Sophie Gautier, Emiliano Vavassori
(Board), Michael Meeks (Board), Florian Effenberger (ED), Thorsten
Behrens (Board), Lothar Becker (Chair), Stephan Ficht, Cor Nouws
(Board), Uwe Altmann

Representation: Paolo for Daniel
(See https://listarchives.documentfoundation.org/www/board-discuss/
subject "Representation statements")

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.

Agenda:

Public Part

1. Q&A: Answering Questions from the community (All, max. 15 minutes)
   Rationale: Provide an opportunity for the community to ask questions
to the new board and about TDF.
   * Edmund Laugasson via mail on tdf-internal: Request for Discussion
about "killer features"  zooming in impress&calc, SVG as "Stand
alone" Document Format in LibO and a request for help to engage
developers for an ODP export script in SOZI
+ Lothar asks for further questions
+ Edmund not present, was his email read?
+ Previously wrote also on tdf-discuss, I answered him (Thorsten)
+ asking for the help of the board
+ is the right place to discuss 'killer feature' here?
+ perhaps ESC is better (Thorsten)
+ just had a long budgetting round with proposals (Michael)
    + would have been good to do that with more time so people can propose
      things like this.
+ Michael asks for more time for soliciting budgetting ideas
+ Gabriele: time slot was alotted/provided, but Edmund not present
+ Cor: he was pointed to the ESC, good idea to discuss and bring it up again
+ Lothar: propose to hand over to the developer list, as this is not
budget-related
+ Thorsten: bit unclear what needs to be done, time to bring this in
front of board in a few months
+ Sophie: maybe to hand over to bugzilla
+ Lothar: Who will answer him? Thorsten volunteers, can do in public.
AI: Thorsten to reply to Edmund.
+ Lothar asking for other questions...;

* TDC question (Uwe)
   + silence for over a month on this, heard nothing so far
   + very curious about what happened in this month, what happens
     in the next few weeks.
   + looks like a full shutdown of the whole topic - of course, not what is
     wanted by most people
   + definitely in-progress (Cor)
      + board was discussing, looking into details, the past month
      + not sure what happens in the next weeks
      + from your side might seem nothing happens, good to ask.
   + complexity is not new here (Uwe)
+ as a reminder - there is a group of people, designated by older board to
        do this discussion
      + I was part of this group, nothing on these discussions
      + why are we not getting any information ?
      + what is the reason to have these disussions in private ?
   + going through a process of getting legal advice (Michael)
     + process ongoing
   + discussion in board for three years already, why legal advice now?
   + frustration (Thorsten, Uwe, Michael)
   + confirm lots of work going on (Paolo)
   + sorry not to include you (Cor)
      + new board looking at it
      + tough internal discussions best not done in public
   + also have an opinion on it & legal insight (Uwe)
      + would like to be included in the discussion
      + others also in the community
      + don't think a closed discussion is good.
   + left TDC solution, working on a new solution (Lothar)
      + which can then be discussed in public
      + we're building a proposal & some ideas here
      + have a new / idea of a solution & bring it & discuss it.
   + good thing done - review everything (Paolo)
      + from basic assumptions, why go in one direction vs. another
      + now looking at legal side to validate them or not.
      + not a huge amount of communication - back to basics.
   + why in private ? (Uwe)
      + if no urgent reason, should be in public.
      + all for opening the discussion to the public (Paolo)
         + serious discussion internally
         + new arrivals had to re-learn about previous decisions
         + first one to say this process was not that clear.
         + personally pushing to re-start & present process to community
         + working on ideas, evaluate compliance perspective options.
         + does the community like these options.
         + steps expected within a month
         + then for some community consultations.
         + like whole community understanding & all being happy.
         + will wait for that (Uwe)

2. Information: periodical status quo report of the Areas of oversight
(All/board members AoO team, 1 minutes for each: infra, QA,
documentation, lang++, cert, dev&releases, licence, events,
affiliations, marketing = 10min)

   Rationale: Short info about activities, problems,
((potential))(upcoming) issues for the board
   * infrastructure (Franklin, Emiliano): nothing specific, maintenance,
everything fine
   * Q&A (Cor, Nicolas): nothing special to mention, from distance can
confirm people are active, nice process checking new stuff, regressions
soon and fast, happy
   * documentation (Daniel absent, Emiliano): lots of things, lots of
documentation for 6.2, follows the project, really active, nothing that
needs board decision, doing pretty job by themselves, more than ok
   * NLC (Franklin, Daniel absent): didn't notice any discussion
recently, everything seems fine
   * certification (Franklin, Lothar): Italo in contact w/ LPI
management, concrete proposal will be discussed with board
   * developer certification (Thorsten): certified two devs this year,
regular review in ESC
   * development (Nicholas, Michael): nothing to report, 7.0 Alpha1, all
in time, all on schedule, metrics look pretty good
   * license (Michael, Thorsten): few corner cases, generally all is
looking good, team helping out here as well chasing things
   * events (Cor, Emiliano, Paolo):
       + call next week, bring to decision to the board, costs for the
venue (Open Suse / TDF (Florian)
   * affiliations (Paolo, Nicolas): only issue is within OASIS,
Thorsten's in the loop, seems resolved now, not aware of anything else;
AB meeting was held last month

    * marketing (Cor, Franklin, Daniel absent): Italo working on virtual
marketing plan,

    shared a few days ago, nothing to decide yet, marketing team can do
things

    * OpenOffice Twitter activity - we comment on social media and
promote LibreOffice, things seem to go well, marketing team happy,
Nicolas helping out too, it's a great opportunity for everyone

    * assets and finance (Michael): we have a budget, things have been
submitted and filed, Annual report is done too, review of 2016-2018 -
re-confirmation of

    non-profit status.

    * contracts, hiring, taxes, legal compliance (Lothar, Paolo,
Michael) - seems to be under control.


3. Discuss: Process of publishing the Board minutes, additional ways for
informing and discussing issues (Lothar, Florian, All 5 minutes)
  + Stephan writes the minutes
  + Session chair have to approve minutes from Etherpad
  + Stephan to send to directors@ then
  + after few days, Stephan to send public part out, and archive private
part
  + Uwe: acknowledges private part is important, but missing the agenda
- what topic is talked about in private? Make this public.
  + Thorsten: in favor, some topics need to stay private though even as
summary
  + Uwe: saw several topics in the past not obviously reasons for
private, so please tell the reasons
  + Lothar: we're making good progress here, shifting things to the
public call, supports idea to make topics public, failing that give a
short reason why we can't
  + Uwe: consider bylaws - not about choice, but about reason for privacy
  + Cor: asking for trust
  + Sophie: minutes are published on the wiki; archived in nextcloud
  + Florian: public decisions and minutes in wiki and on board-discuss@;
private bits will be migrated to Nextcloud (Florian and Stephan to work
on this)

   Rationale: Clarifying the process with all/public, collecting new
ideas for additional interactions between board and members

4. Discuss: one of the highest Ranking in budget vote: streamlining
tender process, what to do in general, what to do for ODF 1.3 delta
tender (Lothar, All 5 minutes, if needed shifted to the private part)
  + how do we proceed with ODF 1.3 delta tender
  + reached out to Regina on this (Florian)
     + have some updates to share, plan how to proceed.
     + a running tender - nothing can be seen by potential bidders
  + overall streamlining rocess ? (Lothar)
     + had a call with Florian (Nicolas)
        + worked on a skeleton for a new tendering document
        + some formulas to calculate and weight proposal quality
        + ideas coming together, first draft in next couple of days
  + do we need ODF 1.3 delta for 7.0 ? (Michael)
     + suspect only the ODF 1.3 tender is needed (Thorsten)
        + code freeze at end of month, delta tender not do-able for 7.0
  + thought from Regina this is definitely for 1.3 readiness (Lothar)
     + perhaps needs discussion with Regina (Thorsten)
        + need statements of use for OASIS ODF 1.3 standardization process
        + believe ongoing work will be enough here.
AI:     + talk to Regina to see what is up (Thorsten)

   Rationale: see (private) ticket
https://redmine.documentfoundation.org/issues/3107 What and starting
streamlining-the-process activities, what to do for concrete ODF1.3
delta tender and who

Public part ends 13:45 Berlin time.

Agenda items for the private part:

* Paolo: just as a side note - people responsible for areas should match
people who speak on these

5. Information: Remaining AoO periodical status quo report (All/board
members AoO team, 1 minutes for each: employees, assets/finance,
contracts = 5 minutes)

* contracts, hiring, taxes, legal compliance, GDPR, trademarks & brands

6. Discuss: New Proposal for AB membership (Thorsten)

Private part ends 13:58 Berlin time.

Lothar Becker (Session chair)
Stephan Ficht (Keeper of the minutes)

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