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Hi Simon,

Sorry for the belated answer :/

Il 06/10/21 14:46, Simon Phipps ha scritto:
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.

I cannot read, in the Statutes or in the Rules of Procedure, such a mandatory step, nor an indication that a proposal of amendment to the Rules cannot be made by a Director, asking for a vote. Can you point out where your understanding comes from, please?

The proposed amendments were known to the full Board before publishing and the proposed policy has been in discussion for over a month. Since there was no unanimous consensus about it, but a fully shared understanding that a written CoI policy is needed, I proposed the vote.

For the record, I fully support having a Conflict of Interest policy at TDF.
Thank you for your support.

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.

While I share the need of publicity, common understanding and request/provision of feedback by a larger base, please understand this document regulates the internal processes of the Board of Directors.

Someone, inside the Board, asked to extend the proposed policy by default to any member, but I must say I am very reluctant in doing so without any direct involvement of other TDF bodies (incl. the Membership Committee and the Board of Trustees, for example). Unfortunately, this will be a pretty long journey, one which the actual Board can eventually just start, but that cannot commit to finish.

Also, with e.g. a significant number of tenders this year, it's important to have a policy for the current board in place, and not only for the next one.

So we have to start somewhere. A similar policy has been prepared by fellow members drawing from years of experience in various bodies, reviewed directly by our legal consultant (mandated by the Board itself) and then voted by the MC with a large majority. We then asked our legal consultant to provide a version based on the MC one that would fit the Statutes' provisions for the Board. This was followed by an internal review and a call. To make a long story short, the heavy side of the work needed for a first version has been provided to the Board and approved by another TDF official body with a large majority, so it only seems sensible and respectful towards the work put into it by our fellow members to adopt this policy as a first step.

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

I really appreciate your activity in the project and the Foundation. I will welcome very thankfully your involvement (and by extension, of any other volunteer) for the future versions of a CoI Policy. We already discussed how to make changes in a future version, but as said, we need to make a start with an initial version.

Naturally - hopefully a text that can be unanimously approved will arise so that there is no taint of partisanship.

Yes, a unanimously approved version would have been indeed the best outcome. So, independently of the results of the vote of this proposal, I look forward to work on further improvements assured by the fact that all the stakeholders are fully committing to it.

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.

As you can see yourself from the background information I provided here, that is not foreseeable now, based on different understanding on how in depth an eventual public/members' contribution to the topic would be.

For myself, I am eager to start discussing it right after the vote.

Again, thanks for your inquiries; I hope this will be clarifying the ratio behind the proposal and the vote.

Regards,
--
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

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