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Hi,

I'm put out by your reply. You try to move the subject to an emotional
we versus them or bad cop versus good cop.

There were 10 TDF members which decided to stand for the board at the
end of last year. Seven of this members were elected board members and
the other three deputy member.
As they decided to candidate for the board they knew about the CoI rules
of TDF. Thus they decided to follow this rules. A member of the board
(also a deputy) could only wear one head on the both sides of a table.
The whole board is responsible for the whole budget including e.g. items
for tenders. Thus ihe/she could not vote on the budget and be part of a
company / organization which bids for one of the tenders.
And to add: if CoI rules have no pain they are no real such rules. In
such case they wouldn't be worth the paper (and effort to write them down).

And to add further: the whole thread has nothing to do with a judgment
about the work of any (deputy) member of the board!

Am 07.04.22 um 11:58 schrieb Michael Meeks:
Hi there,

    Since it seems that there are only complainers on one side of
this discussion let me give another view. If only to avoid the idea
that there should be major concessions on one side only.

    I am thrilled that three of our founding team: Kendy, Thorsten
& Cor are on the board, and fully engaged in the discussions - they
(along with some of the other board members plus of course deputies) -
bring as individuals a huge depth of experience, competence, and a
decade+ of service each to LibreOffice. They are reasonable, friendly
and like-able people who are working for the best of TDF. From what I
have seen their approach to political discussion and compromise is to
be reasonable, winsome, to look for what is possible for the good of
TDF & LibreOffice.

    I see excluding such representatives of the Trustees from
fundamental matters (such as budgeting what topics to spend money on,
how to structure and run TDF etc.) as in conflict with our statutes.

    Such decisions by statute ($8.1) are to be taken by the whole
board, which stands together for damages: I suppose I agree with
Andreas on this. Any CoI policy is for a specific interest - clearly
no director should vote on the conclusion of a transaction with
themselves ($9.6) - that is reasonable: but the fundamental decisions
are for the whole board - and budgeting is the explicit task ($8.2) of
the board of directors as they fulfill the will of the founders and
mandate of the members.

    Again - it is important that our CoI policy is not used
maliciously to subvert democracy by excluding directors from their
main statutory tasks. If this new policy is being mis-used for this it
should be significantly amended in this regard; it was not the
intention when it was created.

    So - let me vigorously complain as a Trustee: that those for
whom I voted are being encouraged to exclude themselves from the very
things that they were elected to do. The very idea that we should
exclude some of our most competent is grim for TDF - particularly when
Thorsten, Kendy, Cor, Gabor represent over 50% of the first-choice
votes for board members. The will of those Trustees should be
reflected our budget.

    Worse - since TDF uses tenders to complete what it needs to
spend each year (something we are very badly behind at at last check
with Eur ~2.5 million in the bank) - it is easy to argue that any
decision with a spending aspect either increases or decreases the
remaining pool for tendering.

    Using that fact to try to exclude anyone whose employer might
(independent of them) submit a bid for a tender - from any spending
related board decision (which is most of them) is grim. I've seen this
argument aired here recently.

    It means tearing up the votes from Trustees for those people,
while walking all over our statutes.

    TDF really needs competent suppliers to bid for its tenders -
and we could use more entities applying there, not fewer.

    TDF really needs competent, friendly, welcoming, helpful
people to stand on its board and represent its Trustees - we have only
just about enough.

    TDF already has a firewall to avoid self dealing. It has a
fair and completely opaque (to those bidding) process for choosing who
wins. It has a process for selecting and estimating tasks that is open
to all ideas - and is promoted by TDF itself. The ESC ranks ideas -
and the primary problem in the past there has been chasing ESC members
to do the work to evaluate and rank the proposals. The ESC ranking is
typically provided with full details of who voted whatever way to the
board, then the board takes this into account as it ranks this in the
budget.


If I don't oversee something in the mails on this list, the board seemed
not to be provided with a list of the detailed votes of the ESC members
at least this time.

And maybe it's also wise to think about a possible CoI of ESC members,
in case they vote on items for tender, which they later bid for.

(...)

Regards,
Andreas

--
## Free Software Advocate
## Plone add-on developer
## My blog: http://www.amantke.de/blog


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