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Re: [board-discuss] Collecting proposals on TDF subsidiary


Hi Dennis,

see below but keep in mind that the this is a draft proposal so it may
require some fine tuning and further verifications.

On 05/09/2020 17:03, Dennis Roczek wrote:
Hi Paolo,
Hi Florian,

Thanks Florian for the new proposal.

Personally I do like the idea of having a Lux-based company.

I still have some questions about the "TDF Services SIS Proposal Draft"

1) "TDF’s fully owned Social Impact company (Société d’Impact Sociétal)"
--> Does that mean that the TDF is also fully responsible? Then I have
to ask what is different to the general idea that the TDF can do it on
its own without having another layer? How does this work with Germans
law of a foundation?
The SIS is a special type of Sarl (Ltd) so the liability is limited to
the company capital so, unless TDF as the only/majority shareholder and
the company directors do something illegal, there is no liability for TDF.

The need to have another layer is due to the way contracts for App
Stores have been written and could be changed by those corporations in
future. Having a dedicated entity helps in separating the commercial
aspects of dealing with App Stores and the main focus of the foundation.

During the due diligence process executed to assess the validity of this
option it seems like TDF can be the only/majority shareholder of this
type of external entity.

2) "TDF may also decide to buy services from TDF Services, once its
fully operational, and use it as itsown service provider to streamline
and make more efficient the running of shared operations."
Does this mean that the TDF won't open any new code-tenders but simply
hand the tasks over?
My idea is to do things one step at the time starting with the App
Stores and then, depending on the level of success and income generated,
use the new entity also to deal with some of the development.

I personally wouldn't mind, if consensus and funds are available, to
employ some developers to deal with code streamlining and simplification
to make it easier for new contributors to participate and to deal with
the tenders that TDF is unable to issue.

3) I'm still missing (hence might not be worked on in this published
proposal) what happens if something goes wrong? How can the TDF take
down SIS and take over and regain the App Store rights and existing App
Store users?
I had the same questions that haven't been answered in a satisfactory
fashion when another proposal has been presented at FOSDEM and that's
why I did not feel comfortable supporting it.

I believe that the new entity should be seen as an extension of TDF
which can deal with tasks that may go beyond the purpose of the
foundation but with the clear intent of benefiting TDF, LibreOffice, the
community and the user base.

In this case TDF, as the majority shareholder, has the power to directly
influence the direction of company, fire the company's director/s and to
take control.

This doesn't mean the entity can/should be micromanaged by TDF but at
any moment TDF's board can have a majority vote on instructions that the
director/s must follow or come up with good explanations on why they
shouldn't.

In any case TDF will have a lot more power than by just using a TM
agreement as a way to force an external organisation to comply.

4) and of course, what Stephan Ficht asked. ;-)
As I wrote in the document I still have to check 'The “precise
definition of the corporate purpose” which satisfies both TDF and the
auditors'.

At last BoD meeting I got permission to meet with the relevant Ministry
to verify with them if "the development of cultural and creative
activities;" is the best purpose or if there are other types of
incorporations we should use.

I should be able to meet them next week and report back my findings.

Best regards,

Dennis Roczek


Am 26.08.2020 um 11:29 schrieb Florian Effenberger:
Hello,

as discussed during the last board calls, the board is currently
collecting proposals on a TDF subsidiary. For that, we've created a
folder "TDF Subsidiary" in the Nextcloud "TDF Members" share, where the
various ideas will be collected.

The folder is also publicly available at

    https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq

Please do consider all content as a draft, work-in-progress state that
is subject to discussion and changes. Note that the documents do not
represent any official board opinion, statement or vote, but are drafted
by individual members or groups.

The first proposal added so far is the one by Paolo Vecchi on a
Luxemburg entity.

The board is eager to get the discussion started, preferably on the
public board-discuss mailing list.

Florian


-- 
Paolo Vecchi - Deputy Member of the Board of Directors
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint


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