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Hi Simon,

I believe that in the email is clearly stated that the proposal follows Art. 1.2 of the rules of procedure which has my full support as well as the support of other Directors.

The official Board vote will start next week.

Ciao

Paolo

On 05/10/2021 13:11, Simon Phipps wrote:
Just to be clear, Emiliano, is this an official Board communication or a personal message from you?

S.

On Mon, Oct 4, 2021 at 10:55 PM Emiliano Vavassori <emiliano.vavassori@documentfoundation.org <mailto:emiliano.vavassori@documentfoundation.org>> wrote:

    Dear fellow community,

    I'd like to make available, with the present message, the draft of an
    amendment to the Rules of Procedure of the Board of Directors,
    aimed at
    including a Conflict of Interest Policy. This process is stated in
    § 1.2
    of said Rules of Procedure [1].

    The Membership Committee has recently adopted a Conflict of Interest
    Policy [2]. Other directors and myself want a Conflict of Interest
    Policy also for the Board of Directors, as a guide to correct
    behavior;
    we also think that having a policy would simplify internal
    processes and
    the onboarding of the new members, both in the Board of Directors
    and in
    the Membership Committee.

    As per said §1.2 of the Rules of Procedure, I propose the following
    amendment. The Preamble will be changed to read:

    ---

    Preamble

    In addition to § 7, (5) of the statutes, the Board of Directors
    hereby
    agrees on the following rules of procedure. Notwithstanding any
    regulations in the statutes, this document defines board processes,
    decision making, as well as sharing and delegation of board tasks.

    Binding part of these Rules of Procedure is the Board’s Conflict of
    Interest Policy:
    https://wiki.documentfoundation.org/File:BoD_Conflict_of_Interest_Policy_ver1_1.pdf
    <https://wiki.documentfoundation.org/File:BoD_Conflict_of_Interest_Policy_ver1_1.pdf>

    Should elements of the Rules of Procedure be in collision with the
    Conflict of Interest Policy, the rules of the Conflict of Interest
    Policy always shall prevail.

    ---

    Background information:

    The Board of Directors discussed, in the previous month, to
    implement a
    Conflict of Interest Policy (from now on, CoI Policy) in reply to the
    kind suggestion of the Membership Committee.

    The MC itself adopted a CoI Policy (see [2]), that was then
    forwarded to
    the Board of Directors as a proposal. It has been reviewed by our
    legal
    consultant, so was the Membership Committee’s version, and
    optimized to
    adhere to the specific provisions of the Statutes for the Board of
    Directors. The Board of Directors will vote on the definitive
    adoption
    of the proposed CoI Policy in a week.

    The proposed CoI Policy condenses predicaments contained in various
    sections of the TDF Statutes and common behaviors when dealing with
    possibly overlapping loyalties (e.g. recusing themselves from
    voting on
    a specific topic); this document is, in the end, a simpler guide to
    quickly identify and react upon possible conflict of interest by the
    members of the Board of Directors.

    The intent is to better manage overlapping loyalties and not to
    actively
    exclude a potentially conflicted person from any decisions at all
    taken
    in the Board, but, if a conflict exists, only on specific topics
    related
    to said conflict.

    Please find the proposed text for the Board of Directors’ Conflict of
    Interest Policy in the link above (or in [3]).

    We are, as always, available to clarify any issues and questions that
    may arise in the meantime.

    Cheers, regards,

    [1]: https://wiki.documentfoundation.org/TDF/BoD_rules
    <https://wiki.documentfoundation.org/TDF/BoD_rules>

    [2]:
    
https://wiki.documentfoundation.org/File:Membership_Committee_Conflict_of_Interest_Policy_final.pdf
    
<https://wiki.documentfoundation.org/File:Membership_Committee_Conflict_of_Interest_Policy_final.pdf>

    [3]:
    https://wiki.documentfoundation.org/File:BoD_Conflict_of_Interest_Policy_ver1_1.pdf
    <https://wiki.documentfoundation.org/File:BoD_Conflict_of_Interest_Policy_ver1_1.pdf>

-- Emiliano Vavassori, Member of the Board of Directors
    The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
    Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
    Legal details: https://www.documentfoundation.org/imprint
    <https://www.documentfoundation.org/imprint>


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--
*Simon Phipps*
/Office:/+1 (415) 683-7660 /or/ +44 (238) 098 7027
/Signal/Mobile/:  +44 774 776 2816/
/


--
Paolo Vecchi - Deputy Member of the Board of Directors
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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