Board of Directors Meetings

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For meetings of the Membership Committee, please see TDF/Membership Committee Meetings

What it's about

Discussions of the Board of Directors take place on public mailing lists. Once every two weeks, for those interested, we host a conference call on the phone, to discuss ongoing topics and recent activities directly. Everyone interested is invited to join, all callers can speak. The conference calls are open for everyone to join, following our approach to transparency and openness. Phone conferences with public participations Marketing/ConfCalls are available for marketing, and will be available for other projects soon.

Reaching the board outside regular meetings

You can always reach the board privately by mailing to info@documentfoundation.org, or (preferrably, since we're default-open) publicly by mailing to the board-discuss@documentfoundation.org public mailing list. If TDF officers can't make a call, or for ad-hoc meeting needs of TDF members, please ping one of the TDF administrators on the #tdf-infra connect via webchat IRC channel.

Some important notes

  • Although being public, these calls are not to be considered as official press statements for journalists. Journalists are invited to join, but for media Q & A, there will be separate sessions where official statements by TDF representatives are made.
  • Every call will be recorded and made available as uncut audio file to the public afterwards. If you join, you agree that you will be recorded.
  • We do not charge a fee for joining the calls. However, normal phone costs apply. Please check your provider for more details.

How to prepare yourself

  • Most topics we will discuss have been raised on our main mailing lists already, especially discuss and marketing. Please have a look at them, to stay up to date on recent activities.
  • Join our IRC channel #documentfoundation connect via webchat during the call, so in case we post links or texts, you are in the loop.

Next Call

Date and Time

The TDF BoD calls will take place every other Friday, 1400 Berlin time, starting March 16, 2018.

Important Notes

  • Contracts and obligations with third parties have to be approved by two BoD seat holders, amongst them the BoD chair, and in case (s)he cannot, the BoD deputy chair. Alternatively, a warrant can be issued by one of these.
  • Decisions need a quorum of 1/2 of the participating or represented BoD seat holders. If decisions are tied, the vote of the BoD chair (or his representative), and if not available, the vote of the BoD deputy chair (or his representative) are decisive.
  • People coming late or leaving early need to be mentioned in the minutes

Dial-in Details

The calls take place via Jitsi at https://meet.jit.si/TDFBoard

Archives

Minutes 2018-04-13

The Document Foundation
Board of Directors Meeting 2018-04-13
Call Minutes

Date: Friday, April 13, 2018
Location: Jitsi

Session chair: Marina Latini (Chairwoman of the Board)
Keeper of the minutes: Michael Meeks (Member of the Board)

In the call: Franklin Weng (Member of the Board), Marina Latini (Chairwoman of the Board), Florian Effenberger (Executive Director), Michael Meeks (Member of the Board), Thorsten Behrens (Member of the Board), Jan Holešovský (Deputy Member of the Board), Eike Rathke (Member of the Board), Björn Michaelsen (Deputy Chairman of the Board), Simon Phipps (Deputy Member of the Board), Osvaldo Gervasi (Deputy Member of the Board)

Representation: Jan Holešovský for Cor Nouws

Chairwoman of the Board is in the call. 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 7 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 call 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.

The meeting commences at 14:05 Berlin time.

Formal approval of the activity report and the financial report for 2017

Marina opens the meeting and outlines the agenda. The first action item is the approval of the annual report, which consists of the activity report and the financial report.

The activity report needs to outline how the foundation fulfilled its objectives in 2017 and must give a full overview of its activities. The activity report will be sent to the foundation authorities and to the tax office, and will be made public on our website. The legally binding version we have to file is in German. An English version based on the German one will be published as a brochure with additional graphics.

She further explains the details of the financial report. It must likewise accurately report all accounting-relevant items and numbers, list profits and losses, and will be sent to the foundation authorities and the tax office. Like the activity report, it will also be made public on our website, alongside an English translated version. The financial report has been prepared and verified by our tax advisor based on their accounting.

Proposal: Approval of the annual activity report for 2017
Vote: Unanimous approval.
Decision: annual activity report for 2017 approved

Proposal: Approval of the reserve building and 2018 budget
Vote: Unanimous approval.
Decision: reserve building and budget for 2018 approved

Proposal: Approval of the 2017 closing ledger
Vote: Unanimous approval.
Decision: 2017 closing ledger approved

Marina explains that she would like ask the board to authorize Florian Effenberger to sign the letter of completeness ("Vollständigkeitserklärung") towards the tax advisor, and asks the board to authorize Florian to sign and send in the documents for the foundation authorities and the tax office, both on behalf of the board.

Decision: Florian to sign the letter of completeness ("Vollständigkeitserklärung") towards the tax advisor. Florian to sign and send in the documents for the foundation authorities and the tax office, both on behalf of the board. Vote: Unanimous approval.

The public call ends 15:00 Berlin time.

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

Minutes 2018-02-26

The Document Foundation
Board of Directors Meeting 2018-02-26
Call Minutes

Date: Monday, February 26, 2018
Location: Jitsi

Session chair: Marina Latini (unanimously accepted by all participants)
Keeper of the minutes: Michael Meeks (unanimously accepted by all participants)

In the call: Björn (Member of the Board), Franklin (Member of the Board), Cor (Member of the Board), Thorsten (Member of the Board), Marina (Member of the Board), Michael (Member of the Board), Osvaldo (Deputy Member of the Board), Eike (Member of the Board), Simon (Deputy Member of the Board), Kendy (Deputy Member of the Board), Florian (Executive Director)

The Board of Directors at the 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 or their representatives 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 call is quorate. From now on, motions can be passed with the agreement of a simple majority of those remaining present. The majority threshold is currently 4.

The meeting commences at 14:07 Berlin time.

Public agenda:

1) Vote: Election of Chair and Deputy

  We discussed several proposals and we need to appoint both the Chairperson and the Deputy Chairperson.

Proposal to elect Marina as Chair
Result of vote: Bjoern, Cor, Franklin, Thorsten, Michael, Eike
Abstentions: Marina.
Deputies Osvaldo, Simon, Kendy support this.
Decision: Marina elected as Chair.
Marina accepts the role.

Proposal to elect Bjoern as Deputy Chair
Result of vote: Bjoern, Franklin, Cor, Marina, Michael, Eike, Thorsten
Deputies Simon, Kendy, Osvaldo support this.
Decision: Björn elected as Deputy Chair.
Björn accepts the role.

Florian will send a representation statement to everyone, so deputies can stand-in per default for those not present in the meetings.
Please send that to the (public) board-discuss@documentfoundation.org mailing list.

2) Discuss: Areas of oversight and responsibilities (Marina)

  We need to update https://wiki.documentfoundation.org/TDF/BoD_rules#Decision_making_and_responsibilities
Proposal to extend one of the roles to include privacy regulations (due to GDPR).

Pending, please fill in your availabilities.

3) Discuss: annual report (Florian)

  An introduction to the annual report and TDF's duties, primarily for our new board members.

Public call ends at 15:20 Berlin time.

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

Minutes 2018-01-08

The Document Foundation
Board of Directors Meeting 2018-01-08
Call Minutes

Date: Monday, January 8, 2018
Location: Jitsi

Session chair: Marina Latini (Chairwoman)
Keeper of the minutes: Michael Meeks (Deputy Chair)

In the call: Marina (Chair), Michael (Deputy), Osvaldo (Board), Simon (Board), Kendy, Thorsten (joined 14:13), Björn (since 14:18), Florian (ED), Cor, Franklin, Italo
Representation: None

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

The Board of Directors at the 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 6 Board of Directors members or their representatives 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 call is quorate. From now on, motions can be passed with the agreement of a simple majority of those remaining present. The majority threshold is currently 4.

The meeting commences at 14:08 Berlin time.

Public agenda:

1. Discuss: FOSDEM - BoD in person meeting and MC (Cor)
   + had some joint meetings with the board in the past
   + unsure whether MC is invited or not, should make that clear
   + more people in the room often less progress (Michael)
       + not against having them there as observers.
       + board meetings should have decision makers in them (Simon)
           + no reason why MC should be invited for sake of attending
   + not so worried wrt. having MC present being lengthier (Cor)
       + if no real need to have them, no need to have them.
AI:+ ask the MC if they have something to share with us ? (Marina)
       + phrased as not so useful to have mixed meetings but if anything ... (Cor)
   + when do we meet ? (Bjoern)
       + plan to meet at 10am, Feb 5th (Florian)
       + dinner monday evening too

2. Discuss - update: "LibreOffice Conference Indonesia" and other events/workshops/activities (Franklin)
   + location in Eastern Java
       + hoster asked early.
   + mail sent to the BoD list about this.
   + starting calling for papers
   + mailing Italo - does TDF want to sponsor / have a booth
   + wants to send all attendees a certificiate on behalf of TDF: you attended the conference.
       + seems un-controversial to me (Michael)
           + plain statement of fact -> "they attended the conference"
       + no concerns (Thorsten)
       + not a real certification, just a certificate (Italo)
           + acknowledge attending.
       + conference is in March.
       => just do it, give them a signed certificate.

   + Indonesian community is very active
       + have their own distribution.
   + do we want to sponsor a booth as TDF ?
       + may need more people there.
       + who may go to Java ?
       + amount is $2k / Eur 1750
       + fine for me -> marketing to decide (Michael)
       + supportive if have marketing people there (Thorsten)
       + will make one request here (Italo)
          + 50/50 marketing & community.
       + suggest we just sponsor - rather than getting a booth (Michael)
       + keeping an eye wrt. TDF policies (Italo)

Public call ends at 14:28 Berlin time.

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