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The Document Foundation
Board of Directors Meeting 2022-05-02
Meeting Minutes

Date: 2022-05-02
Location: Jitsi

Session chair: Thorsten Behrens
Keeper of the minutes: Stephan Ficht

In the meeting:
Board Members - Thorsten Behrens, Paolo Vecchi, Cor Nouws, Emiliano Vavassori, Caolán McNamara, László Németh, Jan Holešovský
   Board Deputy Members - Gábor Kelemen
   Membership Committee Members -
   Membership Committee Substitute Members - Uwe Altmann, Shinji Enoki
   Team - Stephan Ficht, Florian Effenberger
   Community -

Representation: None

The Board of Directors at time of the call consists of 7 seat holders without deputies. In order to be quorate, the call needs to have 1/2 of the Board of Directors members, which gives 4. A total of 7 Board of Directors members are attending or represented in the call.

The board waives all formal statutory requirements, or requirements in the foundations articles, or other requirements regarding form and invitation, time limits, and for the topics discussed in this meeting.

The meeting is quorate and invitation happened in time. From now on, motions can be passed with the agreement of a simple majority of those remaining present. The majority threshold is currently 4.

Any updates regarding director affiliations & statements of conflicts of interest for agenda items:
* no changes, current affiliations see election page:
  https://elections.documentfoundation.org/2021-board/candidates.html

The public meeting commences at 16:03 UTC / 18:03 Berlin time.

Public part

1. Q&A: Answering questions from the community (all, 10 mins)
   Rationale: Provide an opportunity for the community to ask
   questions to the board and about TDF

+ any questions? (Thorsten)
 + LibOCon location? (Uwe)
  + waiting for confirmation to do further planning
 + poking Italo for sharing dates/schedules
 + tendering and budget discussion - any input? (Thorsten)
+ send an email to make people aware that possibly they can also help (Cor)
  + will follow up to put everything to spreadsheet (Florian)


2. Discuss & vote: Update ESC composition (Kendy, 5 mins)
   The ESC has agreed to update its current composition:

https://www.documentfoundation.org/governance/engineering-steering-committee/
   this way:
       Lionel Elie Mamane (Individual) → Vasily Melenchuk (CIB)
       Andras Timar (Collabora) → Luboš Luňák (Collabora)
       Michael Meeks (Collabora) → Tomaž Vajngerl (Collabora)
       Olivier Hallot (TDF) → Ilmari Lauhakangas (TDF)
       Sophie Gautier (TDF) → Hossein Nourikhah (TDF)
       Katarína Behrens (Individual) → Andreas Heinisch (Individual)

   There is one swap of an individual contributor to a corporate
   contributor, but it is the only CIB person on the list, so the
   corporate affiliation rule still stays maintained.

   The ESC kindly asks the Board to approve this change.

+ recently some ESC members stepped down (Jan)
 + seeking for new people
 + board has to approve and vote ESC members
+ any discussion on this topic (Thorsten)
 + otherwise calling for vote
 + the board unanimously approves the motion

3. Status report & discuss: board strategy workshop
   (Florian, Stephan,  10 mins)

   Current options for in-person meeting are
   * Friday, June 10-Sunday, June 12
   * Friday, June 24-Sunday, June 26

   Let's agree on the final schedule during the call.

+ two weekends to choose between (Florian)
 + first agree on date, then location (Hamburg or Berlin)
 + being close to holiday season and LibOCon perhaps better at LibOCon
 + in the first place? (Paolo)
 + 10-12 June seems doable for everyone else
 + preference for Berlin as location
 + find a place to get in missing directors via e.g. Jitsi, etc.
 + Florian/Stephan to send invites for 10-12 June

The public meeting ends at 16:16 UTC / 18:16 Berlin time.

Private part

4. Discuss & reports: board oversight groups (Thorsten, all 20 mins)
   Reason for privacy: HR, tax and legal topics.

5. Discuss: Last minute item(s) (owner of the item, all 10 mins)
   Rationale: if there is time left, and anything is popping up after
   sending the agenda
   Reason for privacy: HR, tax and legal topics.

The private meeting ends at 17:01 UTC / 19:01 Berlin time.

Thorsten Behrens (Session chair)
Stephan Ficht (Keeper of the minutes)

--
Stephan Ficht, Administrative Assistant
Tel: +49 30 5557992-64 | Mail: stephan.ficht@documentfoundation.org
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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