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[board-discuss] Board of Directors Meeting 2020-08-14

The Document Foundation
Board of Directors Meeting 2020-08-14
Meeting Minutes

Date: 2020-08-14
Location: Jitsi

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

In the meeting: Lothar Becker (Chair), Franklin Weng (Board), Nicolas Christener (Deputy), Ilmari Lauhakangas, Italo Vignoli, Stephan Ficht (AA), Florian Effenberger (ED), Thorsten Behrens (Board), Daniel Rodriguez (Board), Paolo Vecchi (Deputy), Michael Meeks (Board), Cor Nouws (Board), Sophie Gautier

Representation: Nicolas for Emiliano (Paolo arrived late)
(See 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 13:01 Berlin time.


Public part

1. Q&A: Answering Questions from the community (All, max. 10 min)
Rationale: Provide an opportunity for the community to ask questions to the board and about TDF.
  any questions? (Lothar)

    + proposal of cooperative by Kevin on board-discuss@ list
      + discussing about TDF owning things (Thorsten)
+ cooperatives as e.g. known in Germany add overhead (that helps keeping them stick to their purpose), that is likely pointless if TDF owns the thing in the first place (Thorsten)
      + cooperatives have one vote per member (Lothar)
+ things depend on how to structure the entity, more engagement of members involved, acting responsibly, more eyes on, engagement how entity is running, some examples given, (Kevin)
    + sustainability, engagement, more democratic control (Kevin)
    + diversification of control, more participation through ownership
+ more interaction of customers/users/clients, shown statistically through many studies
    + cooperatives last much longer than private organizations
+ more conservative spending, more responsible acting, as more eyes on things - no profit maximization mode
    + TDF already a foundation, nonprofit
    + benefit side probably not affected, but engagement side
    + samples: one Uber cooperative, fairbnb, hosting cooperatives
  + solution to TDF owning it? (Lothar)
  + here it gets complicated (Kevin)
+ cooperative could create legal contract between TDF and enterprises - admin stuff handled by TDF, helps to maintain control
  + if TDF should retain control, however, doesn't make a lot of sense
+ jurisdictions and corporate structures for fully-owned subsidies, to accomplish various purposes (Michael) + you seem to have experience, maybe we should look also into Canadian options + unsure if Canada is a good choice for business, but also look into Luxemburg or Ireland (Kevin)
  + phase of collecting ideas (Lothar)

2. Inform & Discuss: status of running tenders, handling pending tenders in the queue (status Florian, Lothar, All 5 min) Rationale: Status quo, defining further procedure with other tender tasks

   Done tenders: ODF conformance
   Awarded tenders: MC dashboard
   Published tenders: Xray-built-in debugger, Development mentor
Pending tenders: WebDav, Text layout, ODF 1.3 delta tender, Automated ODF filter regression testing, Cleanup & further improve ODF conformance, COSM release pipeline setup & ongoing ODF 1.4 work (planned for 2021)
   Related pending task: Streamline tendering process
   See also
   + explanations about tenders (Florian)
   + ODF 1.3 delta was publicly drafted, ready for publication
   + that one needs board approval
   + deadlines? (Michael)
    + September deadlines for ~all tenders (Florian)
          + XRay -> Sept 1st, debugger & mentor -> Sept 15th
+ lets get more of these out, if there is no conflict/overlap for oversight (Thorsten)
       + prefers to keep the pipeline filled
+ invoices for many of the new tenders might only land next year anyway
    + clarification on the various budget items for ODF bits ? (Michael)
AI:    + will clarify (Florian)
    + lets get them tendered (Michael)
       + first getting them into a tender-able state (Thorsten)
          + agreed with that (Lothar)
       + Who is reponsible for WebDAV / COSM (Lothar)
          + COSM - doesn't need tendering, just do it ? (Michael)
AI:       + draft the text, then open for public comment (Thorsten)
AI:       + clarify if we want to tender COSM anyway (Thorsten)

   Redmine ticket(s):

   KG22.01.1 - Two more tenders signed in 6 months (Florian)
   Status: Two signed, two more tendered, one more pending

   KG22.01.2 - Two more tenders delivered in 1 year (Florian)
   Status: Two signed, two more tendered, one more pending

   KG22.02.1 - Hire an effective & skilled development mentor (Florian)
Status: Tender published. Open until September 15. Feedback by October 30.

3. Discuss & Organize:  Planning further steps (in subgroups/AoO?) with:
    a) marketing plan
    b) tender streamlining
    c) app store offering TDF
    d) TM licensing  (All 10 min)
   Rationale: Discuss and identify the next steps
   + bringing idea of subgroups (Lothar)
       + responsibilty for ticket to move it forward

   Redmine ticket(s): d)?

   Tickets for a)
   LibreOffice 7.0/7.1 marketing plan (Paolo)
Status: Paolo, Franklin, Michael, Thorsten, Mike, Italo continue working on this
   + further steps promised publicly (Lothar)
   + special targets? (Paolo)
   + changes for the website (Thorsten)
   + "old" group to continue (Lothar)

   Tickets for b)
   KG22.01 - Streamline Tendering Process in 24 months (Nicolas)
   Status: Pending
   + Nicolas pokes to come together (Lothar)
   + Florian joins too

   Tickets for c)
   form sub-group to work out and publish business entity proposals (Paolo)
   Status: Pending feedback
     + Lothar, Paolo, Thorsten, Michael, Nicolas

Issue with d) TM licenses, no redmine ticket so far (?),
+ need to get app-store TM licensing addressed for Sept. expiry (Lothar)
       + made a proposal for use of license for LibreOffice Online (Paolo)
+ collecting people -> leave it open, discuss in the next board ? (Paolo)
          + can join as well, important to represent interests (Cor)
       + CoI Cor joining? (Paolo)
       + group of three: who?
     + intersects with the marketing plan vigorously (Michael)
       + TM is a key part of this, and a disjoint group.
       + need to co-ordinate between groups ? (Lothar)
     + keep separate (Paolo)
       + one is legality, another is promoting the ecosystem.
       + keep them separate.
+ counter proposal: keep the two groups separate at least until app store license is renewed/decided because of acute time pressure (Thorsten)
     + would be nice to have a clear remit (Michael)
       + is it giving licenses to "LibreOffice Online",
         or renewing app-store licenses or ?
AI: Making a redmine ticket for it/d), clarifying what is beside marketing plan the task for the subgroup (Lothar)

   KG22.08.1 - Agree on entity form with legal backing
   Status: Currently in discussion

   KG22.08.2 - Have a majoriy of the stakeholder agreeing on the plan
   Status: Currently collecting/discussing plans and proposals

   KG22.08.3 - Establish entity and start execution
   Status: Stalled until decision on entity has been taken

   KG22.08.4 - Align marketing with TDC
   Status: Stalled until business entity is in place

4. Inform & Discuss: Status of redmine tickets of last board meetings (Lothar, Stephan/Florian, All 10 min) Rationale: Clarifying what is pending, questions to reports in redmine tickets, and what todo, who is caring, until when, it is not the intention to speak about all, but the important or urgent ones

   Membership Committee election (Florian)
   Status: Started. Nomination phase until August 27. Election afterwards.
   + waiting for candidates (Florian)

   Digital tool for participation improvement (Daniel)
Status: Daniel evaluating on VPS at TDF infra, will then come back with proposal

   Next Decade Manifesto (Lothar)
   Status: Postponed to after marketing plan

   coordination of LibOCon internal meetings (Sophie)
Status: Sophie asking the groups. MC wants to have a meeting, team not during that week. Ask BoD during their next call what they prefer.
   -> Sophie: Does BoD want a meeting? Which time (think of time zones!)?
   + full timetable during LibOCon (Florian)
   + avoid BoD-meeting during LibOCon (Florian)
+ LibOCon is unique possibility, BoD to have time to discuss joined with TC, maybe some overlapping works (Thorsten) + little availability for the team due to organizing items during LibOCon (Sophie)
   + public or private? (Thorsten)
   + most likely private (Florian)
+ proposal to split into public and private, 3 h meeting, first half an hour public? (Lothar)

   Just to be discussed if any news on:

KG22.03.1 - Encourage Italo, Mike, Heiko, Sophie, Olivier, Xisco, Ilmari to grow community (Ilmari)
Status: Want to measure effects. First ideas shared in ticket. Have plan the next week. Ilmari to lead.

KG22.04.1 - Run five Community Bonding / Hackfest Events in significant geographies (Ilmari)
Status: First ideas shared in ticket. Have plan the next two weeks. Ilmari to lead. Blogpost draft done by Mike.

   KG22.05.1 - Focused on new / younger contributors (Mike)
   Status: In progress

KG22.05.2 - More creative / pro-active marketing + emphasising our unique strengths (Mike)
   Status: Pending marketing plan, which is currently in discussion

   KG22.05.3 - Find & turn USPs into nice stories about the project (Mike)
   Status: Pending marketing plan, which is currently in discussion

   KG22.05.4 - Encourage OpenOffice users to join us pro-actively (Mike)
Status: In progress. Some (private) ideas shared in the ticket. Need to decide how/when to make ideas public. Marketing-priv?

   KG22.06.1 - Team to present workshop at LibOCon 2020 (Ilmari)
   Status: Workshop will be scheduled for LibOCon 2020

   KG22.06.2 - Decision yes/no/where to go by LibOCon 2021
   Status: Scheduled for LibOCon next year

   KG22.07.1 - Write programme description (Italo)
Status: Pending. Florian got contact to Berlin university, Italo will follow-up with them too.

KG22.07.2 - Pilot & move to goal of finding five students for six month evaluation appointments (Italo)
   Status: Pending

   KG22.07.3 - Re-evaluate wrt. scaling this up by libocon 2020 (Italo)
   Status: Pending

Public meeting ends at 13:43 Berlin time.

Agenda items of private part

5. Inform: appointment from TDF side with public affairs (Lothar, Florian, Thorsten) (board members 2 min) Reason why in private: because having not an ok for publicity of the contacts
   Rational: information of all board members about appointment

6. Inform: status of issue searching wealth management for foundation capital stock, seeking for a second proposal from the BW-Bank (1st bank for foundation wealth magnt in Germany) (Lothar, board members 3min) Reason why in private: confidential information about finance decision making
   Rational: status quo

7. Discuss & Plan: pending AI for removing redmine tickets from the past, needed discussion in the board because of no consensus about removing (Paolo, Thorsten, board members 10min)
   Reason why in private: confidential information in tickets
   Rational: status quo, further to dos

8. Inform & Discuss: Sort out pending private redmine tickets of last private board meetings (Stephan, board members 5 min)
   Reason why in private: in the nature of the private tickets
Rational: Clarifying what is pending, and what to do, who is caring, until when, it is not the intention to speak about all, but the important or urgent ones, do we need still a Redmine ticket for it?

Private meeting ends at 14:01 Berlin time.

Lothar Becker (Session chair)
Stephan Ficht (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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