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[board-discuss] Board of Directors Meeting 2020-09-11



The Document Foundation
Board of Directors Meeting 2020-09-11
Meeting Minutes

Date: 2020-09-11
Location: Jitsi

Session chair: Franklin Weng
Keeper of the minutes: Stephan Ficht

In the meeting: Gabriele Ponzo (MC), Cor Nouws (Board), Paolo Vecchi (Deputy), Franklin Weng (Board), Florian Effenberger (ED), Thorsten Behrens (Board), Marina Latini, Nicolas Christener (Deputy), Michael Weghorn, Italo Vignoli (Team), Michael Meeks (Board), Stephan Ficht (Team), Kendy, Emiliano Vavassori (Board), Muhammet Kara (MC), Xisco Faulí (Team), Ahmad Haris (MC)

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

Deputy 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. 10 min)
Rationale: Provide an opportunity for the community to ask questions to the board and about TDF.
   + any questions? (Franklin)
   + -none-


2. Inform & Discuss: Open letter of the membership committee to the board (Board members, all 10 min) Rationale: Feedback and further steps for mentioned issues with old and/or new MC, especially handling of minutes of board meetings
    + any discussing about the MC Open Letter? (Franklin)
    + how was it perceived? (Kendy)
        + board not discussed it yet, but I understand the MC (Franklin)
           + past half year - many things gradually get on-track
           + suggestions in the open-letter, understand & mostly agree.
           + want to improve board <-> community communication.
        + agree - challenging to do the right communication (Cor)
        + in general agree (Thorsten)
+ fact that there is lots of public discussion & non-uniform opinion + is perhaps a positive sign - this is what people were asking for + outside view is lots of quarrelling - but that's now just public, was board-internal before
             + not continuously (Cor)
                + was regular
+ after 10 years some self-reflection / status-quo challenge is good. (Thorsten) + don't share the "all negative, all doomed, all a disaster" good
             things happening.
+ hope of a discussion - is when it starts people are willing to change their mind - or debate doesn't make sense.
           + writing an Open Letter is a bit of a last resort (Thorsten)
             + were all other avenues used before ?
             + board is quite diverse - opposite of uniform
             + good - we need the entire community represented.
             + writing it anonymously, and addressing the entire board is
               perhaps doing step 3 before step 2.
+ not talked to anyone, no-one talked to me - shouldn't MC reach out directly before?
    + been reached out to by many members (Gabriele)
       + wanted to represent their concerns.
       + not defined as anonymous; it's the whole MC writing to the Board.
       + want to avoid citing those who reached out to the MC
       + a letter from the whole MC, had a vote - anonymously to do that
          + an offer to help.
       + timing was not so simple to carry it out.
       + lets see with the next MC
       + was voting - whole of MC ? (Michael)
          + voting right just for the members (Gabriele)
            + but not got any objection from deputies
          + good to reach out - appreciated (Cor)
    + understand - keen to check details (Marina)
       + don't think a community member not feeling confident about a board
         decision - should be forced to directly contact the board members
       + the MC is here for listening too.
       + a community member can decide whether it's better to go direct,
         or indirect.
       + agreed & understood (Thorsten, Cor)
    + how many people contacted ? (Thorsten)
       + the number is around ten people (Gabriele)
+ around the same we have participating from community in the discussions
    + key points are (Gabriele)
       + CoI topic
       + Transparency topic
       + MC - private minutes
       + now time to find a solution
    + a proposal how to move this forwad ? (Thorsten)
       + will get lots of individual opinions
       + a process to come to some solution ?
       + or to agree to disagree
    + need first a tool (Gabriele)
       + a mess to check out mailing list / all mails
+ a tool is appropriate / required to find a place that is convenient
         and less time consuming.
       + look at other communities - Fedora, Mozilla, etc.
       + must be some kind of tool to express democracy
       + having a clue of where the discussion is going
       + and quickly having a recap
       + we have redmine; is it shared with every member ?
       + not questioning what tool, but we need one.
       + looking for a silver bullet ? (Thorsten)
    + board meeting public part (Franklin)
       + MC people joined as community members, it's not a BoD/MC meeting
+ when we directors raise our thoughts, keep in mind that we are talking to community people.
    + Transparency is good thing up to a point (Michael)
       + we have had too little, having more is good
       + it also improves the tone of discourse
       + it make communication with the membership easier.
       + but:
          + topics that come to the board are quite difficult
          + board struggles to make decisions as 9
+ why do we think having another 10 people will help accelerate this ?
   + Good for the board to have other people (Paolo)
       + looking at problems from other viewpoints
       + tools, redmine etc.
       + experimenting with tools to exchange ideas, info & request
          + making them easier to track.
       + been through ML's after holiday to try to catch up.
          + things may be missed out.
       + external input may be helpful on CoI
   + will try with rest of MC to help this (Gabriele)
       + transparency, board meetings
       + not asking to take part in private parts of meetings
       + asking to recieve the minutes - in the same moment they are shared
         among board members.
           + without participating in the meetings themselves.
       + when ready / cleaned up - arranged the way we want to share.
       + ready to do the same
           + even if they are sharing the minutes
           + willing to share the private pieces too.
           + so willing to ? (Michael)
              + two kinds of privacy (Gabriele)
                  + talking about privacy / membership
                  + will not share about single / individual members
                     + personal health / etc. situation
                     + not their data - but of single members.
           + good to say that (Cor)
              + in the past many things are easy to discuss & write down
                  + but personal bits / someone busy needs to be encouraged
           + personal / staff / legal topics in the board also (Michael)
              + could just avoid writing these down ? (Gabriele)
                  + not meant to report the whole speech
                  + private part could omit details on persons
              + if discuss topics can't be easily shared (Cor)
                  + want to share that with others - who is responsible ?
              + can have a look at this (Paolo)
                  + legal / personal bits cannot be shared.
                  + but some other bits can be.
                  + case by case situations can look at
                  + as a std. rule - try between two teams share as much
                    as possible to help each other.
    + minutes - forgetting a detail (Marina)
       + by statute - MC oversees that board acts properly, legaly etc.
       + if the MC is not getting this information on time, how can this
         body check that everything is fine.
       + eg. the TDC story - was informed of our discussions that startd
         many months in advance with the community
           + open invite to join in at the conference (Michael)
       + sharing the minutes could be a way to get insight into
         earlier discussions
       + can remove from minutes bits that cannot be shared & share them.
       + agree - we should share much more (Michael)
           + with not just MC but whole community ideally.
    + not expecting change from tomorrow (Gabriele)
       + can share the open-letter with the rest of the community
          + its an open-letter keep it in the ML (Franklin)
    + lets move to the next topic.


3. Discuss & Organize: Status & further steps in the subgroups 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
   Redmine ticket(s):

 a) LibreOffice 7.0/7.1 marketing plan
    URL: https://redmine.documentfoundation.org/issues/3206
Status: Paolo, Franklin, Michael, Thorsten, Mike, Italo continue working on this, Follow-up when everyone is back from holidays
       + have updated the slide deck and shared with the board (Italo)
          + action items have been added.
          + some can be implemented very quickly - release independent
          + some have to be done at time of a release.
             + don't think they have to be 7.1 particularly.
          + will have to make some sort of formal announcement
          + some need some open discussion with the members for a decision
             + the tag name of the 'community' version.
             + of course, we need to work on documents explaining
               the rational behind LibreOffice Technology, ingredient
               brands, and other ways of communicating.
             + decision will not touch license, spirit of the product.
             + not because it's called personal - it is still FOSS
             + it communicates something, not blocking them from using it
                 + will help us to communicate in a more convincing way.
          + early next week - can have a call, to discuss what we need to
            do over the next couple of months.

 b) KG22.01 - Streamline Tendering Process in 24 months
    URL: https://redmine.documentfoundation.org/issues/3107
Status: Nicolas, Lothar and Florian had first call. Documents and process description in the works. Next call September 17.
       + Nicolas did most of the work here (Florian)
           + had a call two weeks ago, Lothar, Niclas, Florian
           + next call - Sept 17th.
       + a framework drafted: helping comparison, and bidders lower
         the amount of admin work beforehand.

    KG22.01.1 - Two more tenders signed in 6 months
    URL: https://redmine.documentfoundation.org/issues/3108
Status: ODF 1.3 delta is written, can be published when approval is given, Thorsten following-up with Regina atm
       + delta tender is good to go (Thorsten)
          + double checked with Regina
          + nothing there that is already solved.
          + other two - merge them into a larger bucket
             + Regina is collecting items for that.
          + initiate the vote for Delta-Tender (Florian)
          -> done just now during the call via e-mail

* Development Mentor question ? (Kendy)
    + deadline is 15th September (Florian)
       + its still open for applicants until Tuesday.
       + what are the next steps there ?
       + evaluating the candidates & starting the interview process.
    + what is the timeline ? (Kendy)
       + subgroup of the call

 c) form sub-group to work out and publish business entity proposals
    URL: https://redmine.documentfoundation.org/issues/3294
Status: Draft proposal for Luxemburg entity published - https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq Thorsten, Michael, Nicolas, Paolo, Lothar: due to holidays a part of the subgroup did coordinate, Lothar will update his criteria list/problem statement with feedback, Paolo to follow-up with ministry for clarification of details
    + few questions raised (Paolo)
+ next week to meet ministry to confirm plan conform to the regulations

d) from subgroup to work out proposal for handling outrunning TM licenses End of September
    URL: https://redmine.documentfoundation.org/issues/3319
    Status: proposal to be generated by subgroup (Paolo, Cor)
+ AI Florian/Lothar: let it run via email, do not want to wait until the deadline come up


4. Inform & Discuss: Status of redmine tickets of last board meetings (Lothar, Stephan/Florian, All 5 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

   Just to be discussed if any news on:

   Membership Committee election (Florian)
   URL: https://redmine.documentfoundation.org/issues/803
Status: Preliminary results published, challenging phase until Tuesday, 2020-09-15, 24:00 CEST/UTC+2 * https://listarchives.documentfoundation.org/www/board-discuss/2020/msg00525.html
     + congrats to everyone - all now in the board call.

   coordination of LibOCon internal meetings (Sophie)
   URL: https://redmine.documentfoundation.org/issues/3293
Status: Finalizing proposed time slots, Sophie to send out calendar invites
   * MC meeting: October 14 from 2:00 to 4:00
   * BoD meeting: October 14 from 1:00 to 4:00
   * BoD & MC & team meeting: October 14 from 5:00 to 6:00
   + Sophie will follow up with calendar (Florian)

Public meeting ends at 13:49 Berlin time.


Agenda items of Private part

5. Inform & Discuss: Pending questions wrt. the license inquiry of an Italian Company about LibreOffice online (Florian, all 10min)
   Reason why in private: confidential information about trademark inquiry
Rationale: clarify pending questions/trademark grants, evaluation and further steps


6. Inform & Discuss: wealth management for foundation capital stock, evaluating the two proposals, further steps (Lothar, board members 5min) Reason why in private: confidential information about finance decision making Rational: evaluation and further steps, do we need a presentation from both banks in a board meeting?

Private meeting ends at 14:02 Berlin time.

Franklin Weng (Session chair)
Stephan Ficht (Keeper of the minutes)

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