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Hi Emiliano!  Many thanks for the reply.

On Wed, Oct 6, 2021 at 12:58 PM Emiliano Vavassori <> wrote:

As I read ยง1.2 of the Rules of Procedure of the Board of Directors, it
is mandatory to make available a proposal of the amendments to said
Rules to the public at lease one week in advance a final vote from the
Board, and that's what my message was sent for. The draft proposed aims
to modify the Rules of Procedure to include a Conflict of Interest policy.

I think you are right, yes, which is why I sought clarification whether
this was the Board providing formal notice of an intent to make such a
modification. From your reply I see that is not the case, and we should
consequently expect the Board to provide such notice when a final version
is expected to be brought to the vote.

For the record, I fully support having a Conflict of Interest policy at
TDF. When I was on the Board we always operated as if there was one
already, based on consensus consideration of the bylaws, and I recall
Directors respected that consensus. Having a formally accepted position is
an improvement if it reflects the bylaws and is fair to all forms of
interest parties may have.

Given this is such an important topic, I request that the Board hold a
public process (or at minimum open to Members) to review the text they
intend to vote on and provide Members with enough time to consider the text
and a means to seek clarifications, rather than performing a *fait
accomplis* with a minimal public review period -- something I know you and
some colleagues care about a great deal.

This proposal of amendments is my own, but, as already clarified by
others, is supported by other directors.

I will note none of the text has been supplied to or discussed by the legal
committee (where I am a volunteer).

The official Board approval (or an eventual rejection) is determined
then when this proposal will be voted by the Board itself.

Naturally - hopefully a text that can be unanimously approved will arise
so that there is no taint of partisanship. Do you or your fellow directors
have insight when that is planned? I don't recall seeing it mentioned in
previous minutes but I may have overlooked it.

I hope this clarifies your doubts.

Very useful - thanks again for your reply


*Simon Phipps*, * Member, *The Document Foundation
*Desk:*  +44 238 098 7027  *Mobile/Signal:* +44 774 776 2816


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