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The Document Foundation
Board of Directors Meeting 2021-02-12
Meeting Minutes

Date: 2021-02-12
Location: Jitsi

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

In the meeting:
Board - Lothar Becker, Thorsten Behrens, Emiliano Vavassori, Michael Meeks, Cor Nouws
    Board Deputies - Paolo Vecchi, Nicolas Christener
    Membership Committee -
    Membership Committee Deputies - Uwe Altmann, Dennis Roczek
Team - Heiko Tietze, Stephan Ficht, Sophie Gautier, Guilhem Moulin, Florian Effenberger
    Community -

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.


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)
   * next decade manifesto (Uwe)
   * seeking feedback, received from Cor so far
   * sent mail yesterday
    + how will the process got on
    + Lothar/Emiliano will reply the next days


2. Discuss: Business entity (Thorsten, Florian, all 15min)
* Two existing proposals in https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq - Germany and Luxembourg
  * No further proposals sent by FOSDEM
  * Question about ownership and mission/scope/rationale of business entity
* Need to make some decision, can also be there's no entity in the next ~6-12 months * App stores: TDF's readiness wrt. tools and skills to provide, package and update app store binaries, plus documenting Rationale: We asked the public to send proposals, so let's discuss in public first. We can move to private if needed.
  * time passed since last discussions (Thorsten)
   + two existing proposals Luxembourg and Germany (Florian)
   + nothing further received so far
  + think a fully owned subsidiary is the only real option (Thorsten)
+ scope: app-store binaries, currently done by ecosystem partners, the thing for the entity
  + propose start with TDF itself (Paolo)
     + see what we can do directly as TDF.
     + unless we find a compelling reason to create an additional org.
  + prefer a separate entity for risk isolation (Michael)
     + not sure that this is needed (Paolo)
     + no disagreement useful to have one (Thorsten)
        + clash was over how much control TDF has
        + impression this was settled.
        + asking for proposals to domicile that
        + priorities are valid, not tying up board/staff time
           + specific to those people setting up the entity
        + reasons why we want to do that did not go away
        + things not inside the remit of TDF can be done easily there
     + if absolute need to do it ASAP (Paolo)
        + can we have a clear proposal with compelling reasons?
+ anything that is now hindered by not having it as an entity? (Lothar)
        + conflict was around control by TDF side
        + if this is settled, ok with that.
     + app-store binaries, keep granting licenses for (Thorsten)
        + at some stage - no need to do anything, not urgent
        + but we want to get on with it
     + need to compare both proposals (Lothar)
        + some discussion left between these two.
     + agreed (Thorsten)
        + entity and where, interesting from legal details
        + more interesting are the people running it.
        + who is willing to run it ?
     + would be willing to run admin part in Germany (Uwe)
        + would need a technical director, or more of a concept.
        + willing to help when he can
+ or perhaps the actual engineering work could be outsourced initially
     + would be willing to run 'TDF services' in Luxembourg (Paolo)
        + an extension of TDF, a mixed executive team
        + doesn't need to be me
        + can go and lobby on behalf of TDF/community
        + languages are easy: French, English, German
        + attached letter from the ministry.
        + tasks should be kept simple, eg. manage app-stores
          then agree tasks & people
        + Lionel - informally offered to help out here (Michael)
          + an expert in this.
          + would need a specific type of accountant (Paolo)
             + a limited company; can perform activities
             + on top bound by other regulations as non-profit.
             + can receive donations, tender in public sector
             + constraint - use a chartered accountant
             + Lionel said his org doesn't do that.
             + pleased to have him involved
          + important for me to include Lionel (Michael)
     + Canadian option not do-able with TDF as owner (Lothar)
     + german 'Genossenschaft' was mentioned, but will not work (Lothar)
     + is the mission of the business entity clearly defined? (Cor)
     + mission quite clear: deal with the app stores (Paolo)
     + agree with this approach (Thorsten)
     + what about tenders, giving development a boost? (Cor)
        + keeping it focused on app-stores for now (Paolo)
     + how to proceed? (Lothar)
       + Paolo to meet with Lionel, Thorsten with Uwe (Thorsten)
       + at some stage: 3 options:
            + don't do it, Luxembourg or German
+ then either consensus, or a split vote on what is on the table.
       + will meet Lionel, but if we decide Luxembourg (Paolo)
           + but don't need his involvement.
           + ensure a trusted third-party will be involved
           + would love to have him involved in the governance (Michael)
           + clarify and get back in four weeks (Lothar)
    + have it done in four weeks ? (Lothar)
       + no issue with that (Paolo)
AI: + have this in a board meeting in 4 weeks again with prepared
       + if there are questions, applicants can clarify (Thorsten)
          + need to make an informed decision
          + good to have a clearly superior decision there
    + it should be clear how the money is spent (Heiko)
       + what it is spent for and how.
       + take a look at the documents (Lothar)
          + if other questions, ask Paolo/Thorsten.

Public meeting ends at 13:28 Berlin time.


Agenda Items of Private Part

3. (optional) Discuss: Business entity (Thorsten, Florian, all time incl. see above)

4. Discuss: (Status of) Strategy discussion (Lothar, Florian, all 20min)
Rational: more time for that, kicking off consensual action items, priorities of the big items reason why in private: discussion of preliminary ideas, pictures, priorities, goals...

5. Discuss&Plan: 2021 budget planning, draft (Florian, All 15min)
Rationale: if needed first decisions of budget items in the sheet, PLEASE fill in all your items/proposals in this sheet until Friday, clarify new numbers in last year budgets, check for dublicates reason why in private: confidential items (like HR), fiscal issues timeline

The meeting ended 14:00 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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