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The Document Foundation
Board of Directors Meeting 2021-04-23
Meeting Minutes

Date: 2021-04-23
Location: Jitsi

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

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

Representation: Paolo for Daniel

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 13:03 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.
  + any questions? (Lothar)
  + sent new version of vision statement three weeks ago to all board
members (Uwe)
    "Next decade manifesto: Result of the meeting 31.3." - 05.04.21, 10:16
    Message-ID: <ae172a90-154e-6dc1-d929-4dd7e315e775@libreoffice.org>
      + up to now no response at all
      + did you get this mail?
  + email received (Thorsten)
  + just wanted to be sure that email arrived (Uwe)
      + email not received (Paolo)
  + waiting for decision from the board
  + got email an have to organize an answer (Lothar)
   + please send again to be sure to have the right one

2. Inform&Discuss: Status of annual filings and report (Florian, all 5min)
  * Status and feedback so far, deadline for feedback, initializing or
running vote on it
  Rationale: We have filings and reports in public, so let's discuss in
public first. We can move to private if needed.
    * financial report finalized
    * English activity report finalized
    * German activity report in final proofreading/review (Florian)
    * vote for approval sent to directors@
      -> Please vote, it runs until tomorrow, 16:22 Berlin time (14:22 UTC)
    * Florian to handle the filings then
  + doing the final bits and pieces (Florian)
   + finalizing the Annual Report
   + english version is finished already

3. Inform&Discuss: Status of FSF temporary suspension from the advisory
   board (Lothar, Florian, all 5min)
   + the board has discussed the matter, and concluded that at this
     time no further action is warranted
   + the topic is to be reviewed again in about 6 weeks

4. Discuss: Business entity (Thorsten, Uwe, Lothar, Florian, all 15min)
  * first meeting with attorney, summary and discussion, further steps,
further help from attorney
  * Two existing proposals in
https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq - Germany and
Luxembourg
  Rationale: We asked the public to send proposals, so let's discuss in
public first. We can move to private if needed.
  + had call with attorney (Lothar)
  + just give some details (Thorsten)
   + then go to private if necessary
  + two options, German and Luxembourg entity (Florian)
    + TDF investments must have a perspective of generating revenues
    + need to find out how SIS can do that, thing seem easier for GmbH
    + needs clarification
  + questions on parameters and some fundamental questions raised
  + good conversation with the attorney (Lothar)
   + very helpful to have them with us
  + seconded (Thorsten, Uwe)
  + strongly recommended to talk with authorities in advance (Uwe)
    + will need a tax attorney for that
    + get written statement
  + would be nice to have proper answers from German
Ministries/Authorities (Paolo)
    + as for the Luxembourg proposal.
  + any questions? (Lothar)

Public meeting ends at 13:18 Berlin time.

Private Part

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

6. (optional) Discuss: Status of annual filings and report (Florian, all
time incl. see above)

7. (optional) Discuss: Status of FSF temporary suspension from the
advisory board (Lothar, Florian, all time incl. see above)

8. Inform&Discuss: Informing and Discussing about the idea to involve a
company as new member in the advisory board (Lothar, Florian, all 5min)
  Rational: Informing and discussing open questions and further process
reason why in private: preliminary idea, names with it

9. Discuss&Plan: (Status of) Hiring a development mentor (Lothar,
Nicolas, Florian, all 5min)
  Rational: Informing and discussing open questions and further process
  reason why in private: Human resources

10. Discuss&Plan: Status of 2021 Running and planed tenders, tender
framework (Florian, Lothar All 10min)
  Rationale: inform about preliminary status view of running and planing
for next tenders according to tender framework searching for proposals of
  persons for tender roles
  reason why in private: confidential items (like names, preliminary
status view, fiscal issues, timeline)

Private meeting ends at 13:58 Berlin time.

Lothar Becker (Session chair)
Stephan Ficht (Keeper of the minutes)

-- 
Stephan Ficht, Administrative Assistant
Tel: +49 30 5557992-64 | Mail: stephan.ficht@documentfoundation.org
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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