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The Document Foundation
Board of Directors Meeting 2021-01-15
Meeting Minutes

Date: 2021-01-15
Location: Jitsi

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

In the meeting:
Board - Michael Meeks, Lothar Becker, Thorsten Behrens, Daniel Rodriguez, Franklin Weng, Cor Nouws, Emiliano Vavassori
    Board Deputies - Nicolas Christener
    Membership Committee -
    Membership Committee Deputies - Uwe Altmann
Team - Florian Effenberger, Stephan Ficht, Heiko Tietze, Sophie Gautier, Italo Vignoli
    Community -

Representation: None
(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 (not including deputies). In order to be quorate, the call needs to have 1/2 or more of the Board of Directors members, which gives 4. A total of 7 Board of Directors members are attending the call or are represented.

The board waives all formal statutory requirements, or requirements in the foundation's 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 13:04 Berlin time.

Public part

* Reminder - pre-FOSDEM meeting on Saturday, January 30, all day *
* -> agenda and timetable draft shared today with BoD,           *
*    will be made public next week                               *

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)
   + FOSDEM agenda sent out (Florian)

2. Discuss&Plan: 2021 budget planning, draft (Thorsten, Florian, All 10min)
Rationale: preparation for FOSDEM meeting, status of planning, missing bits and pieces, feedback so far, timeline * first draft of the 2020 closing ledgers and the budet is in Nextcloud - TDF Board - Budget 2021
     * budget_2021.ods - preliminary budget draft
     * closing_preliminary.pdf - preliminary closing ledgers
     * italo_community.ods - community requests compiled by Italo
     * reserves_template.xls - accountant reserves spreadsheet template
* - ESC requests compiled by Heiko * next steps: finalizing proposals, adding latest numbers and late 2020 payments, ETA ~next week
   * first round of approvals on January 30, pre-FOSDEM meeting
   + clarifying the process (Lothar)
   + preliminary meeting (Florian)
    + spreadsheet for planning
    + 30k for community and marketing each proposed by Italo
    + topics worth tendering (Heiko)
     + Thorsten/Heiko to work on it
     + final decision end of next week
+ want to ensure people are aware of the process and timelines (Michael)
     + everyone should give feedback and be able to make their proposals
     + started very late (Heiko)
     + there are proposals
     + good reason to go in tender
     + not announced as please-participate-here
     + who can vote? only ESC members? (Heiko)
        + ESC advises board, BoD makes final decisions (Michael)
     + do this earlier next year & advertise widely (Michael)
        + in October - we should start this process
AI:     + on Florian's calendar -> kick off at LibOCon (Florian)
        + list of good topics (Heiko)
        + list from last year has been taken to this year
        + list based on bugzilla

3. Discuss&Plan: Business entity - next steps (Thorsten, All 10min)
   Rationale: 5 mins status update, 5 mins planning next steps
   + Why call it TDC? There was another name proposed (Michael)
      + TDF2 or TDF Business entity? (Thorsten)
        + call for proposals out long enough
        + maybe give another four weeks notice time
        + still see need for business entity
        + should go forward with that, evaluating options on the table
        + or decide to not do it
   + want to know if we look into it or not in next 12 months (Florian)
   + we voted on priorities some weeks ago (Lothar)
      + was ranked not in the 1st place.
      + does that prevent somebody to work on it? (Thorsten)
         + otherwise mail the BoD discuss list again - 2 week deadline ?
      + on the FOSDEM agenda anyway (Florian)
         + so announce now, discuss there.
      + could be helpful to have a clear idea for the reason for it (Uwe)
         + looking at the last months' development.
         + more and more in doubt if there is so much need for it.
         + can imagine some useful things to do with it, if it exists.
         + perhaps the 'why' is more important.
      + the need is stronger than before (Thorsten)
         + some paralysis set in.
   + is the Question what problem do we try to solve ? (Florian)
      + form would be more obvious if we know what we want to do (Uwe)
         + a vision for what it does, not a business plan
      + my take is very clear (Michael)
       + we restricted the scope to make it un-controversial
+ plan: put PC apps in the app store & re-invest funds into development.
       + not sure it everyone has the same sight Michael has (Uwe)
        + still a plan to put things into the app stores?
        + plan was to have PC apps in the app stores (Michael)
+ be careful of open-ended questions, what could we do with the entity? + not the question of what could do, what is the goal of the company? (Uwe)
        + founding articles, what's the goal of the company?
+ not what it could do, but what it shall do in the next six months? + e.g. what right now TDF has subcontracted ecosystem companies with (Thorsten) + proposal - mail the list, have a discuss item on the FOSDEM agenda (Thorsten)

Public meeting ends at 13:23 Berlin time.

Agenda items of Private Part

4. Discuss: Second Decade Manifesto (Florian, all, 10 minutes)
Reason why not in public: Internal discussion in the board, then sharing with members and wider community Rationale: Discussion about the status quo of the Second Decade Manifesto and the next steps

5. Discuss: advisory board seat request A (Thorsten, Florian, All 5min)
   Reason why not in public: possibility for confidential Q&A
   Rational: Q&A, plan for decision making

Franklin Weng leaves the call at 13:36.
Nicolas Christener to represent Franklin Weng.

6. Inform: introduction possible new advisory board member B (Thorsten, All 5min) Reason why not in public: requester asking for confidentiality for the while, possibility for confidential Q&A
   Rational: Q&A, plan for decision making

7. Discuss: Sync on pending tender (Florian, non-CoI'ed board, 5 min)
   Reason why not in public: Discussion about tender to be awarded
   Rationale: Final discussion and decision on pending tender

Private meeting ends at 13:49 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
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
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