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The Document Foundation
Board of Directors Meeting 2021-03-12
Meeting Minutes

Date: 2021-03-12
Location: Jitsi

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

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

Representation: Paolo for Daniel, Nicolas for Franklin

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 6 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 13:03 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.
   + which appstores by business entity? (Dennis)
   + meaning per se or for the business entity proposal? (Lothar)
   + idea is to take over what is there Apple/Google/MS-stores (Thorsten)
    + potentially further venues
    + having some revenues to go further afterwards
   + a lot of places to put LO (Michael)
+ new entity doesn't have to do everything, or take over from volunteers
   + is there some concern or just by curiosity? (Thorsten)
    + just curious (Dennis)
    + taking over LO Vanilla to the appstores (Lothar)
    + confirm this is also in my proposal (Paolo)
    + can also cover future app stores, so no distinction
   + any thinking to provide apps for free? (Dennis)
      + in-app donations a good idea?
+ free and paid versions at the same time not allowed by app stores (Micahel) + would love to see clear data on effectiveness of in-app donation requests + may be useful to use in-app payment mechanisms, unclear; needs development
      + for-pay version - not mind if it continues for a while (Thorsten)
        + if engineering can be paid with ongoing revenue
        + turning that into something in-line with in-app
          donations could be interesting
        + does any of that block setting up a company ?
           + parallelize setting it up, everything takes time to do
+ understanding of Dennis' q.: is such a business entity needed or getting it done by TDF (Lothar)

2. Discuss: Business entity (Thorsten, Florian, all 10min)
* Two existing proposals in - Germany and Luxembourg
  * rescheduled after 4 weeks question and clarification, status of this
  * Question about ownership and mission/scope/rationale of business entity
* Need to make some decision, one of the too proposals or 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.
  + tax consultants contacted (Florian)
    + have 1-2 available, specialized in nonprofit and cross-country law
    + initial consultation offered for a fixed fee
      -> can take that with some board members
  + waiting for a phone appointment ~next week, on a related topic
  + had exchange with ministries (Paolo)
   + barrier of 1m turnover before filing more expensive accounts
   + ministry confirm it's ok for TDF to own this company.
   + concern was around not being able to send donations SIS -> TDF (Uwe)
      + should have an open way to transfer back to TDF
      + suggestion - to have 100% of the shares as a social purpose (Paolo)
        + this is what hinders giving money to TDF
        + they can do donations
        + asked this specifically in a meeting with the ministry
            + this is a special question (Uwe)
               + donations to owner of company is quite special
               + when SIS is not allowed to give money to the owners
        + question summary (Lothar)
+ if TDF is full owner of SIS, can it have get donations from it. (exchange of donations from SIS and its owner)
           + answer is yes (Paolo)
               + can try to get it in writing.
    + re-schedule for next BoD meeting? (Lothar)

AI: Florian to coordinate initial call with specialized tax consultant, Uwe wants to join too

AI: Lothar to add this as agenda item for the next board meeting

3. Discuss&Plan: Status and follow up of "next decade manifesto" writing process (Uwe (MC), Florian, all 10min)
  * Status and feedback so far, deadline for feedback
  * Short version, long version
  * further process
Rationale: We asked the public to send proposals, so let's discuss in public first. We can move to private if needed.
  + expectations ? (Lothar)
   + need to have some decisions (Uwe)
   + how the BoD wants to handle this?
   + made some proposal how we could go on
 + could you reflect this? (Lothar)
  + small changes in the paper, no/small feedback (Uwe)
  + appreciates Michael being one of the few giving one (Uwe)
+ confused wrt. how to give feedback - surprised to not comment in the document (Michael)
  + removing "we reject" is fine? (Uwe)
  + previous experience with red-lining documents was not too good
  + need to get everyone to work on it
  + what's normal procedure for this? (Uwe)
    + not working (Michael)
  + more stakeholders should give feedback on that (Lothar)
  + agree (Uwe)
    + but want to go step by step
+ want agreement from the board this version of the text goes to next round
  + could we decide now? (Lothar)
    + main problem is getting input at all (Michael)
  + "who says nothing agrees" (Uwe)
    + "speak now or forever hold your peace"
    + basic rules of how to act.
  + not in favor of sharing yet (Michael)
  + time-frame for people to have a look ? (Lothar)
    + two weeks time for next board call, we table an item to
      widen the circle (Thorsten)
  + existing version to go on for feedback (Lothar)
  + seems to be differences here to be discussed (Michael)
  + how to give feedback? (Michael)
+ propose a separate meeting to discuss the text, can be public (Lothar)
    + prefers text over comment (Uwe)
    + prefers comments over edits (Thorsten)
    + not helpful, how to proceed with contradicting edits? (Uwe)
    + we'll have a meeting to resolve this (Michael)
      + Uwe to moderate this meeting
    + put doc on NC to discuss it (Uwe)

AI: Uwe, Lothar, Florian to schedule a meeting date to discuss about the second decade manifesto

Public meeting ends at 13:34 Berlin time.

Agenda items of Private Part

X. last-minute: tendering (Uwe)

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

5. Discuss: (Status of) tender framework (Lothar, Nicolas, Florian, all 10min)
   Rational: discussing open questions about roles and process
reason why in private: discussion about roles and process details in tenders not for public
   - skipped -

6. Discuss&Plan: 2021 budget planning, final draft and further steps (Florian, All 15min)
   Rationale: bringing the budget to decisions and start activities
reason why in private: confidential items (like HR), fiscal issues, timeline

Private meeting ends at 14:03 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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