[VOTE] approval of preliminary budget for 2022

I think I explained before, but happy to repeat, that the idea that Michael said that, is at least a huge misinterpretation.

Cheers,
Cor

It’s not an idea, I don’t imagine stuff. It was a BoD only mailing list thread.

That kind of thing is not said in public.

Hi Kendy, all,

Hi Andreas,

Andreas Mantke píše v St 06. 04. 2022 v 18:11 +0200:

Suppose you were in the Board with me as a deputy, I was missing in
a
meeting, and you were to represent me.

Are you suddenly becoming a Collabora employee or contractor or
affiliate in any other way? Or what is the base for the CoI in
such a
case?

in such case the representing deputy steps in for the member and thus
he
replaces the member. If the member has a CoI, this couldn't be solved
by
a representation.

And to add: the deputy member votes for the represented member (as if
the member do it himself).

This is very interesting. So assume that a CoI'd deputy represents a
director with no CoI.

Applying the above, the CoI'd deputy is not CoI'd any more when
representing the non-CoI'd director, correct?

No, because the reprenting deputy has the CoI in his person and could
not drop that.

Regards,
Andreas

Hi Andreas,

Andreas Mantke píše v Čt 07. 04. 2022 v 16:56 +0200:

> Applying the above, the CoI'd deputy is not CoI'd any more when
> representing the non-CoI'd director, correct?

No, because the reprenting deputy has the CoI in his person and could
not drop that.

I see, thank you! Is this all collected somewhere at one place so that
I can read it myself, and don't have to ask you bit by bit?

All the best,
Kendy

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!

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

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.

That's a repeated pattern, indeed.

Hello,

in the private part of Monday's board call, the Board of Directors discussed the concerns raised with regards to the budgetting process.

The Board decided to run another approval vote on the preliminary budget for 2022, as all board members and deputies who might bid on the approved tenders and projects decided to abstain by explicit declaration.

On behalf of the Board, I therefore call for the following VOTE:

Approval of the preliminary budget for 2022
as summarized in https://listarchives.tdf.io/i/dlUqWosS6dnXs8bWoXl2vC6a
and discussed in the private board meeting on 2022-03-28

The vote runs until Monday, April 11, 0800 Berlin time (0600 UTC).

a gentle reminder to cast your vote. So far I count replies from 3 board members and 2 deputies.

Thanks,
Florian

Hi Kendy, all,

Hi Andreas,

Andreas Mantke píše v Čt 07. 04. 2022 v 16:56 +0200:

Applying the above, the CoI'd deputy is not CoI'd any more when
representing the non-CoI'd director, correct?

No, because the reprenting deputy has the CoI in his person and could
not drop that.

I see, thank you! Is this all collected somewhere at one place so that
I can read it myself, and don't have to ask you bit by bit?

there is no such document, which collects all answers.

But it's not necessary have everything in writing. Most things are usual
in the most developed countries and logical by good judgement.

E.g. I'd expect you wouldn't find it usual, if an employee (e.g. from
Collabora) would have the power to decide on his own about his salary
and the employer had to pay this amount of money. I have never heard
about such behavior e.g. in European country.

Regards,
Andreas

Hi Andreas,

changing the subject, and the request to please move this tangential
discussion at least into a separate thread.

Andreas Mantke wrote:

Most things are usual in the most developed countries and logical by
good judgement.

That's not an appropriate comment. Our community calls from all parts
of this world, and we should be welcoming instead of patronizing.

Let's end-thread here.

Thanks, Thorsten

Dear Mr Meeks,

thank you for providing your opinion as the general manager of one of our 2 commercial contributors.

I really appreciate the technical contributions that your employees/affiliates provide while formulating request for tenders, rank them in the ESC, rank them in the board of directors, vote them in the budget and then bid for them.

You may understand that an external observer may not see the procedure as being fair and conflict free so it would be a very good idea to improve the process so that all the commercial contributors, existing and new, will have the same fair opportunity to participate to the tendering process.

Creating a narrative of division and exclusion is, IMHO, not only irresponsible but also a demonstration of wanting to keep a process that to some seem to be beneficial only for a very few.

Changes must be discussed publicly and then implemented.

Best regards

Paolo

Hi all,

it would be great if someone would stop to unilaterally declare that a very informative thread should end.

Censorship does not help in moving forward and we should show that we respect the freedom that anyone should have to express their opinion (possibly backed by facts and evidence).

Ciao

Paolo

If you take me as an external observer, the opposite is true. Collabora is home for many experts, every single one always supportive, and never acted against the interests of the project.

In an ideal world we would have volunteers with 20 years knowledge and 100% spare time. Unfortunately bills need to be paid and we need to care about the ecosystem. At least not to work against them.

But I'm much concerned about the tone in the discussions lately (replying just here). I suggest to start with the assumptions that contributing to an open source project in general and LibreOffice in particular
* is primarily idealistic and fun,
* has never the goal to destroy the project (neither the power to do so),
* and brings together people with same interests.

All the time and effort you spend in the project shows this and I'm grateful to have someone to bring up the painful subjects. We all should consider everyone else having the same dedication too.

Cheers,
Heiko

Hi Heiko, all,

You may understand that an external observer may not see the
procedure as being fair and conflict free...

If you take me as an external observer, the opposite is true.
Collabora is home for many experts, every single one always
supportive, and never acted against the interests of the project.

it's great to have a lot of certified developer, which are able to work
on LibreOffice. But if you have a look on e.g.
https://www.documentfoundation.org/gethelp/developers/ you see that most
of them are contracted by Collabora. And if you make a small research
inside the git log, you'll find out that the list at the website is not
up to date. There seemed to be further certified developers, stated as
unaffiliated, which are working for the company (with an appropriate
account).

In an ideal world we would have volunteers with 20 years knowledge and
100% spare time. Unfortunately bills need to be paid and we need to
care about the ecosystem. At least not to work against them.

Yes, TDF needs to care about the ecosystem, but that ecosystem should be
divers and not dominated by only one or two companies. Thus TDF needs to
work on a strategy to solve this issue and attract more supplier (small,
mid sized or big). One strategy to get ahead on this topic could it be
to contract full-time developer (by TDF).

But I'm much concerned about the tone in the discussions lately
(replying just here). I suggest to start with the assumptions that
contributing to an open source project in general and LibreOffice in
particular
* is primarily idealistic and fun,
* has never the goal to destroy the project (neither the power to do so),
* and brings together people with same interests.

All the time and effort you spend in the project shows this and I'm
grateful to have someone to bring up the painful subjects. We all
should consider everyone else having the same dedication too.

I think the whole discussion is about this painful subjects and the
process to solve the issues. The later one is not for everybody fun. But
it's necessary for the reputation of TDF to make the process more
transparent and less risky.

Regards,
Andreas

Hi Andreas,

In an ideal world we would have volunteers with 20 years knowledge and
100% spare time. Unfortunately bills need to be paid and we need to
care about the ecosystem. At least not to work against them.

Yes, TDF needs to care about the ecosystem, but that ecosystem should be
divers and not dominated by only one or two companies.

Of course it is good when there are more companies and more paid developers involved. And I think, looking from where we came (OpenOffice.org with one company having ~all the saying and control) I understand your concerns about a balance.
Also I think we did a wonderful job by how we set up TDF: it brings together all sort of stakeholders, people with all sorts of interest in the software we develop and makes sure that it is impossible that any single entity has a power that comes only close to what was in the past: representation in ESC, Board, MC from one single entity is max 33%.

And how much we as TDF can work to make the community an attractive place to be and to invest, so little influence we have on how the software market will develop. As is the case for our ecosystem partners too. But business people look to the world with different eyes, searching for or creating opportunities, which is an art on its own.
No doubt, it is pretty hard for a community, foundation, as TDF, to have influence on the powers in the market, other then what we do by our open development, efforts in mentoring, and the possibilities and demands of the software license.
And of course by tendering parts of development that are good for the whole project, but apparently are not picked up y community/ecosystem developers. And probably there is even a place for in house development to help areas that mostly left orphaned.

Our tenders also bring in a possibility for (relative) new-comers to find a place in the community. Tenders have a clear description, people around that can give more info, a number of expected number of days involved (as set by the ESC and/or developer providing info on the wiki). Getting more involved in the development of the software, for sure is one thing that may help growing a position in the market around LibreOffice.

And while not always perfect, I'm convinced that we are doing a great job in working in a fair, compliant, and transparent way. This is of major importance to help that people and companies feel welcome. Actions that may give the impression that companies are seen as threat, are not.

Thus TDF needs to
work on a strategy to solve this issue and attract more supplier (small,
mid sized or big). One strategy to get ahead on this topic could it be
to contract full-time developer (by TDF).

Indeed, I really look forward to spent my time for TDF/the BoD on the real needs of our community: how do we get more people in, more developers, more companies that put trust in us.

Cheers,
Cor

Hi all,

The unfortunate reality is that we are now definitely too close to the deadline to start a new budget round from scratch.

I agree that the Foundation spending must include a stricter compliance check for CoI; I think people sitting on different sides of the table and playing with different hats to wear can be an issue to the Foundation.

That said, the implemented workflow (up to now) to get the budget done was designed to approve it as quickly as possible; CoI compliance and charity compliance are left to each own Director's judgement, which is now pretty evident that can be easily misplaced, misguided and/or exploited.

That had additionally the unfortunate drawback that some strategic decisions that should have been included in this round of budget were not thoroughly discussed, and as such delayed to a later point in time.

To better understand the situation, I'd like you to picture the following process if a balanced and fair procedure would be factored in.

We receive a long pre-ranked list of potential proposals from ESC, for which we mostly have no evidence if any CoI compliance procedures has been carried out (we know for sure that in ESC there are overlapping loyalties, like it is in the Board). Imagine 60+ items to be evaluated inside the Board of Directors, from a CoI, charitable, strategic and adherence to Foundation's goal points of view. Each one of those should be inspected and discussed (even briefly) with all the Directors, then in case of a potential CoI and presuming no duty to disclose or no abstension has been carried out (~all the cases from the ESC list) likely at least 7 rounds of voting has to be carried out to see if some of the Directors has to be excluded to vote the single element of the list because of a Conflict of Interest. The non-conflicted Directors can then vote the single element of the list. Finally, all those proposals have then to be ranked (which can be done mostly automatically), and this final ranking has to be approved by the Board to be filed to the authorities. Getting to the end of the list would take most of the time of a Board's term. And we didn't mention strategic decisions or Directors' own proposals.

The context of the budgeting round is all but positive and perfect, and must be improved: it has to undergo a necessary revision, implementing as early in the process (e.g. starting with the ESC) as possible some safeguards around overlapping loyalties, while keeping the whole process as lean, agile and quick as possible.

I think this revision should be in the top priorities of this term of the Board of Directors, and kindly ask all the fellow Directors to put their efforts into it as soon as possible. We should also think about having it as a recurring item during Board's meeting.

Also, I want to point out that abstention by explicit declaration of some (likely conflicted) Directors was part of the understanding for this additional round of vote. The fact that my vote is still missing (and will likely confirm the approval of the budget) but yet no explicit abstention has been presented to the public is telling a specific story here, and it does not help showing fairness and loyalty to the Foundation.

That said, and balancing out all the considerations:

On behalf of the Board, I therefore call for the following VOTE:

Approval of the preliminary budget for 2022
as summarized in https://listarchives.tdf.io/i/dlUqWosS6dnXs8bWoXl2vC6a
and discussed in the private board meeting on 2022-03-28

Approved by my side.

Regards,

Hi all,

And while not always perfect, I'm convinced that we are doing a great job in working in a fair, compliant, and transparent way.

The system is clearly not perfect and it has been said that changes are necessary for a long time so the fact that your are convinced that we have been doing a great job seems to indicate that warnings are still being ignored.

This is of major importance to help that people and companies feel welcome.

Commercial contributors are surely welcome especially those that work out business models that do not base their profitability on tenders or in weakening TDF's brands to become monopolies.

Actions that may give the impression that companies are seen as threat, are not.

Nobody sees companies as a threat but some representative of the commercial contributors in the past wanted to push projects and narratives that would have damaged TDF and the wider community, those threats have been neutralised after long battles but we must remain vigilant as they may be pushed forward again in future.

Ciao

Paolo

Hi Andreas,

Andreas Mantke píše v Pá 08. 04. 2022 v 17:38 +0200:

there is no such document, which collects all answers.

I see, so all this was a "you have to believe me because I say so" from
the very start.

E.g. I'd expect you wouldn't find it usual, if an employee (e.g. from
Collabora) would have the power to decide on his own about his salary
and the employer had to pay this amount of money. I have never heard
about such behavior e.g. in European country.

This is a completely different topic of course, and has nothing to do
with your accusations. But if you wish - trade unions are designed to
do what you outline above, and usual eg. in European countries.

All the best,
Kendy

Hello,

in the private part of Monday's board call, the Board of Directors discussed the concerns raised with regards to the budgetting process.

The Board decided to run another approval vote on the preliminary budget for 2022, as all board members and deputies who might bid on the approved tenders and projects decided to abstain by explicit declaration.

On behalf of the Board, I therefore call for the following VOTE:

Approval of the preliminary budget for 2022
as summarized in https://listarchives.tdf.io/i/dlUqWosS6dnXs8bWoXl2vC6a
and discussed in the private board meeting on 2022-03-28

The vote runs until Monday, April 11, 0800 Berlin time (0600 UTC).

The Board of Directors at the time of voting consists of 7 seat holders (not including deputies). In order to be quorate, the vote needs to have 1/2 or more of the Board of Directors members, which gives 4.

A total of 4 Board of Directors members have participated in the vote.

The vote is quorate.

A quorum could be reached with a simple majority of 3 votes.

Result of vote: 4 approvals, 0 abstain, 0 disapprovals.
Decision: The proposal has been accepted.

Two deputies support the motion as well.

Florian

Hi Kendy, all,

Hi Andreas,

Andreas Mantke píše v Pá 08. 04. 2022 v 17:38 +0200:

there is no such document, which collects all answers.

I see, so all this was a "you have to believe me because I say so" from
the very start.

I don't know what you expect from me as a sheer volunteer? I don't do a
(pro bono) legal service. I could only give some hints and explain my
personal opinion. You could take the hints and my opinion and use or
not. It's up to you.

If that is not enough for you, you could ask e.g. your director
colleague or the executive director or spent some money for a personal
legal advice service.

E.g. I'd expect you wouldn't find it usual, if an employee (e.g. from
Collabora) would have the power to decide on his own about his salary
and the employer had to pay this amount of money. I have never heard
about such behavior e.g. in European country.
This is a completely different topic of course, and has nothing to do
with your accusations. But if you wish - trade unions are designed to
do what you outline above, and usual eg. in European countries.

I'd tried to give an example which explains it independent from the
tender topic, but I had to state that I wasn't successful.

Regards,
Andreas

If you take me as an external observer, the opposite is true.
Collabora is home for many experts, every single one always
supportive, and never acted against the interests of the project.

  Thank you for your kind words Heiko - much appreciated.

it's great to have a lot of certified developer, which are able to work
on LibreOffice. But if you have a look on e.g.
https://www.documentfoundation.org/gethelp/developers/ you see that most
of them are contracted by Collabora.

  A quick count shows 20/57 - around a third - which doesn't seem unreasonable.

And if you make a small research
inside the git log, you'll find out that the list at the website is not
up to date. There seemed to be further certified developers, stated as
unaffiliated, which are working for the company (with an appropriate
account).

  Interesting, this "list is not up to date" is a novel problem.

  Quite possibly our affiliation database etc. is out of date, and indeed keeping the certified developer list up-to-date takes time & effort, but - I'm struggling to see who you are talking about. Collabora has a commercial interest in having as many certified developers listed as possible - rather than hiding them =)

  For those interested in the minutia can see:

https://git.libreoffice.org/gitdm-config/+/refs/heads/master/domain-map

  That is already not very simple - but in some cases it's more complicated than a straightforward affiliation; eg. you will see rather rare examples like:

commit 828504974d70111e4a35b31d579cf42fe660a660
Author: Armin Le Grand (Collabora) <armin.le.grand@me.com>