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[board-discuss] Board of Directors Meeting 2019-09-27


The Document Foundation
Board of Directors Meeting 2019-09-27
Meeting Minutes

Date: 2019-09-27
Location: Jitsi

Session chair: Marina Latini
Keeper of the minutes: Michael Meeks

In the meeting: Michael, Thorsten, Björn (leaving 14.05), Florian, Kendy, Uwe, Simon, Marina, Franklin (joins at 14:14)
Representation: Simon for Eike

Chairwoman of the Board is in the meeting. One of the Chairwoman or Deputy Chairman is required to be present or represented for having a quorate call.

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 5 Board of Directors members are attending 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 3.

The meeting commences at 14:00 Berlin time.

Agenda:

Public part:

1. Discuss: Culture Events at LibreOffice events (Bjoern, 5 minutes)
+ clothes / dress-up / concern at the castle
+ the pictures / maybe someone from that cultural background might take offense
+ happy to look to see if we caused any offence (Michael)

[ Bjoern left early here ]

Representation: Simon for Eike, Kendy for Björn

2. Vote: TDC (Simon, 15 minutes)
- Proposal by Simon: Nicholas Christener to lead the TDC steering group
- Proposal by Thorsten & Michael: add Uwe Altmann to TDC steering group
+ Uwe shared some questions on Board Discuss
1. missing a draft of a business plan
+ sentences wrt. what is needed, no numbers there.
+ with fixed sum to invest - should be a business plan.
+ the next step, and interested in this.
+ put the apps into the app store (Simon)
+ generate a base sum we can use as a basis for a business plan
+ assumption is that this is cheap - C'bra & CIB built packages
+ deal: talking for over a year ...
+ obstacle, another reason for delay.
+ have an outline for the operating principle
+ neither are intended to be profit making
+ neither should cost TDF any money.
+ bootstrap - get app there, and assess income on that.

2. why the intermediate step ?
+ why don't we do a business unit vs. bootstrap process
+ quick to set these things up.
+ no reason not to do it (Thorsten)
+ can start an entity overnight (Simon)
+ create a bank account, get setup with stores etc.
some bearocratic challenges - that take time.
+ place ownership with a non-profit in the interim.
+ havn't decided where the future operating business
will be located.
+ this could have been done by TDF, but nice to have
a difference of jurisdiction.
+ personal preference: UK if still in EU, otherwise
in the Netherlands.
+ CIC in UK can protect TDF's interests without
complex bylaws - which may be required in the
Netherlands
+ CIC is owned by someone (Uwe)
+ there is no owner - this is the purpose (Simon)
+ can be wound up & give its assets to a charity
+ an independent entity is here on purpose (Thorsten)
+ control this via TM license & resetability
+ TDF has plenty of load, extra items to do
+ Would prefer TDF to own it (Uwe)
+ seems to solve problems
+ discussion on TM license, etc.
+ simpler: operating company - as a business
+ surplus automatically goes to TDF
+ concerns wrt. perception (Michael)
+ full control & responsibility is different (Thorsten)
+ TDC operates under a TM license like other companies (Thorsten)
+ agree there is some other oversight needed for all.
+ what problem does 100% control solve ? (Thorsten)
+ it is simpler (Uwe)
+ disagree - needs Florian to setup a German company (Thorsten)
+ hire someone, or someone to do it part-time here.
+ give a loan and a TM license is simpler
+ Line of credit of Eur 50k is not the issue (Uwe)
+ Setup model propose in the Netherlands ? (Thorsten)
+ would you do the leg-work ?
+ finally have a compromise that doesn't fail (Simon)
+ doesn't instantly stop when we raise the various issues
+ started out thinking of doing it in Germany
+ not most concerned wrt. it being in Germany per-se (Uwe)
+ owned by TDF - causes problems
+ subject to regular geek interference
+ would you like to help oversee its setup ? (Michael)
+ tasked to discuss / hash-out an executable plan.
+ not an expert in operating such things (Uwe)
+ think it's useful to have him on-board ok.
+ advice would be helpful (Thorsten)
+ consulting the community issues (Uwe)
+ good to have time to include the feedback
+ fair comment (Michael, Thorsten)
+ got more insight into the process now
+ didn't know discussing this for years
+ outcome quite a small one for years of work
+ doing something is better than doing nothing.
+ if something ends up in having CIC department for
bootstrap - and means
+ go on to put things into the app-stores: sign a contract ?
+ TDC signs the contract (Simon)
+ need to check app-store licenses to see if he can pass them on
+ no need for Simon to be formally overseeing the startup (Simon)
+ replaced that by Nicolas.
+ any concerns wrt. doing this with Uwe included ? (Michael)
+ is everyone still pro creating TDC ? (Michael)
+ Michael
+ still in favour.
+ Franklin
+ don't know Nicholas, if we have anything he can do, tell him.
+ will do his best to help out.
+ will need help for Asian language app-stores (Simon)
+ Marina
+ would like to know the timeline Simon has in mind
+ elections are approaching
+ we should decide something soon, or give it to next BoD
+ rough timeline (Simon)
+ send an agreement from Public S/W CIC to TDC steering group
+ then set them up on accounting system
+ in parallel - talk to C'bra/CIB wrt. app-stores.
+ understand costs/cadence
+ ask both companies to help get 1st packages established
+ try to get Pub S/W CIC in the 2 app-stores
+ have packages branded LibreOffice in those app-stores.
+ test whether they work.
+ before the end of the year - marketing activity to
promote those packages.
+ on the company
+ as soon as un-incorporated signed up with CIC
+ will talk to Amsterdam & UK on the topic to get
structures & costs
+ discussion before end of year -> Amsterdam
+ the horizon of a decent grasp on what we do
+ next year: company incorporated
+ get a bank account for it setup.
+ transfer the app-store packages to company
+ trigger to develop code to spend the money
+ if by March: not earning money, consider - is it a good idea.
+ big-ticket item, marketplace - sponsor features / devs to sign up - ~Q2
+ is there a lawyer we can contact in the Netherlands ?
+ yes, on BoD of Console Democracy foundation (Simon)
+ just incorporatd in Amsterdam
+ would get advice from the same lawyers.
+ can you share documents ? (Marina)
+ will try to dig that out (Simon)
+ Nicolas likes Switzerland for some structures (Simon)
+ considered MariaDB there - have research on that too.
+ more or less ok. (Marina)
+ need a final document with the details.
+ discussing for a long time, without the community
+ sure others than Uwe have concerns.
+ good to decide on our side on a final version.
+ second the motion (Thorsten)
+ move it to an E-mail vote with 72hours.
+ why are we delaying again ? (Michael)
+ there is a motion from the screen at the conference (Simon)
+ Vote/TDC/Simon (Thorsten)
+ from proceural concerns
+ motion we were to vote on - at last meeting (Simon)
+ we wrote a motion, full meeting in advance
+ voted in the meeting to say we're voting on that.

The Board RESOLVES to start creation of The Document Collective (TDC) by taking the following acts:
- Broadly, to implement the concepts in the Board's Document "The Document Collective" version 0.4
- Appoint a transitional leadership Group comprising Nicolas Christener, Eike Rathke, Michael Meeks, Thorsten Behrens, Uwe Altemann
- Direct the Group to sign an agreement with Public Software CIC hosting TDC as an unincorporated association
- Allocate a loan of €50000 to be requested incrementally as needed by Public Software CIC for TDC when the Group so directs, to be returned once a surplus is available and at the Group's discretion concerning timing and portioning, with the addition of 3% annual interest.
- Grant Public Software CIC a trademark license for "LibreOffice" when used in the context of an online application software store
- Direct the Group to initiate availability of LibreOffice for Mac OS and Windows through the appropriate app stores for an appropriate fee
- Request the Group to take over making available Impress Remote and LibreOffice Viewer if each or either proves appropriate for TDC
- Direct the Group to commission a mechanism to spend TDC's income surplus in the manner agreed by the Board's Document
- Direct the Group to plan for the transfer of all TDC activities and liabilities to an independent legal entity as soon as practical, with governance implementing the concepts in the Board's Document.

+ believe we already voted to do this (Marina)
+ not certain that this is reflected in the minutes (Michael)
+ we agreed to vote on it at the next meeting (Simon)
+ don't want to vote on it now (Marina)
+ Invitation and agenda were not sent on time and in the public board-discuss list

[ Simon leaves ]
Representation: Kendy for Björn

+ suggest we adjourn now and E-mail vote (Thorsten, Michael)

+ confusion from Proposal to vote next time, vs. announcing it (Florian)
+ so we did not vote on it - to create space to ask questions (Kendy)
+ definitely the minutes are right
+ to be voted on at the next meeting.
+ unclear how it didn't get to the agenda - but minutes are clear
+ proposal changed - with new names -> re-propose in public (Florian)
+ we announced at opening session - so from my PoV was decided (Marina)
+ missing the minutes of last session (Uwe)
+ they were not public / published yet (Michael)
+ needs editing - but last public BoD call is public (Florian)
+ community announcement was 3 weeks ago from Florian (Uwe)
+ think community has had time to make up its mind.
+ like to follow Simon: no more time to loose.
+ would love to see a public vote (Thorsten)

+ Encouraged to have Uwe included, thanks ! (Michael, Florian)

Meeting ends 15:19 Berlin time.

Marina Latini (Session chair)
Michael Meeks (Keeper of the minutes)

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