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, 1300 Berlin time, starting February 28, 2020.

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://jitsi.documentfoundation.org/TDFBoard

Archives


Minutes 2020-06-19

The Document Foundation
Board of Directors Meeting 2020-06-19
Meeting Minutes

Date: 2020-06-19
Location: Jitsi

Session chair: Lothar Becker
Keeper of the minutes: Stephan Ficht

In the meeting: Michael Meeks (BoD), Paolo Vecchi (Deputy), Daniel Rodriguez (BoD), Emiliano Vavassori (BoD), Franklin Weng (Deputy Chair), Arnaud Versini, Uwe Altmann, Michael Weghorn, Thorsten Behrens (BoD), Sophie Gautier, Lothar Becker (Chair), Florian Effenberger (ED), Stephan Ficht (AA), Italo Vignoli, Xisco Tarazona, William Gathoye, one anonymous participant

Representation: Paolo Vecchi for Cor Nouws (See https://listarchives.documentfoundation.org/www/board-discuss/ subject "Representation statements")

Chairman of the Board is in the meeting. One of the Chairman 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 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.

The meeting commences at 13:02 Berlin time.

Agenda:


Public Part

1. Q&A: Answering Questions from the community (All, max. 10 minutes)

  Rationale: Provide an opportunity for the community to ask questions to the board and about TDF.
  Lothar: asking for questions? >no questions come up

2. Inform & Discuss: Status of Action Items of last board meetings and redmine tickets (Lothar, Stephan/Florian, All 5-10min)

  Rationale: Clarifying what is pending, questions to reports in redmine tickets, and what todo, who is caring, until when, it is not the intention to speak about all, but the important or urgent ones
  Lothar: procedure handled?
  Florian: project to have redmine task: BoDpublic and BoDprivate
  Lothar: have a look of the AIs
  Florian: gives overlook (see further down); items are announced
  Lothar: any other AIs?
  Florian: pending tender

As a reminder, there are following public Action Items from the last board meeting:

AI: KG 3 grow non-coding community + create some KPIs that we can measure. (Florian) -> added first details to https://redmine.documentfoundation.org/issues/3114 AI: KG4 community bonding/ hackfests + ask the staff if they have ideas for a virtual hackfest (Florian) -> added first details to https://redmine.documentfoundation.org/issues/3116 AI: Florian to add updates to Redmine tickets and make public where possible, announce to lists -> done at https://redmine.documentfoundation.org/projects/keygoals and https://listarchives.documentfoundation.org/www/board-discuss/msg04549.html AI: marketing plan 2020-2025 / LOOL + Paolo/Franklin/Michael/Thorsten/Mike/Italo -> continue working on this.


3. Inform & Discuss: LOOL item/marketing plan 2020-2025: Discussion of written proposals/documents, further procedure (from last board meeting, 6 member group, All 15-20min) (for documents see Nextcloud: https://nextcloud.documentfoundation.org/s/jzryGw7XDkJadmo)

  Rationale: Status quo, Discussion of written proposals/documents, further procedure
  + is there a timeline ? (Lothar)
     + not yet finalized, if there is consensus can work on it (Italo)
       + some activities not evident on the slides
       + need to make clear what the activities are
       + also transform it into a short document we can share.
       + important to build out the detail (Michael)
  + this is a concept (Lothar)
      + we don't want to go into details at this stage.
      + domain-names etc. can be tweaked after a decision on the concept.
  + very interested in feedback from outside the board (Lothar)
      + possible to do it via the mailing list
      + need to define how long this period will last
  + paper is a good starting point (Uwe)
      + some may know different views on marketing to Italo.
      + a basic idea: mostly about users ...
         + but who will use our product.
      + good idea - to have clearly in our head:
      + two totally different products:
         + binaries - TDF & ecosystem distribute
         + community -
      + different thoughts on how we go with each of them
         + separated from each other.
      + things go one into another.
      + also - POV - discuss between ecosystem companies & community
         + division between community & ecosystem not helpful (Michael)
            + language needs to unite from the beginning
      + two kinds of users: contributors & end-users
            + agree (Sophie)
               + contributors not automatically users
               + contributors & end-users not the same
      + an example of what is lacking ? (Lothar)
          + more marketing to users.
          + lots of reasons why LibreOffice is a great thing (Uwe)
              + not much thinking about to whom we are speaking.
              + slide 29: (Lothar)
                   + clusters of users.
                   + can address them with specific marketing instruments
              + these are for binary users (Uwe)
                   + major goals: not to enhance users of binaries
                   + but to enhance number of community members
                   + more emphasis: on similar thoughts on community vs. user
                      + not a sharp distinction.
  + thanks to Italo & Board for working on it (Sophie)
      + useful document.
      + possible plan @ previous board meeting (Paolo)
          + me / Franklin / Thorsten / Michael
          + a professional can do a great job.
          + also to the group of six - done the hard work here (Lothar)
  + good to keep momentum (Michael)
  + when should we have a decision about this ? (Lothar)
      + as early as possible.
      + need to have at least a large number of details in-place.
      + for the announcement of libreoffice-7-0
      + some areas: can take more time
         + external website
            + really important part of this (Michael)
               + can't separate the marketing.
      + by mid July - need the final decision (Italo)
         + should announce it - before we announce 7.0
         + otherwise - two announcements can cannibalize each other.
   + re-cap: need to fix marketing before breaking ecosystem (Michael)
      + so both need to happen together
      + lots needs doing: TM licenses, external business website bits
   + decision about the concept ? (Lothar)
      + can we poll board members ? (Michael)
         + no need for a formal decision - but need to build consensus
     + With this poll of every board member it should be clear, that a later contradiction to the conceptual issues of the paper would be very problematic (Lothar)
      + no issues with concept (Emiliano)
         + some details perhaps.
      + no issues either (Daniel)
         + details.
      + concept can be done ASAP (Franklin)
         + if not have consensus before certain date may need to
           turn it into a vote
      + in favour (Thorsten)
         + think it is high time to do it.
      + in favour of it (Italo)
         + should allow other parts of the project to happen.
      + very happy with the document (Lothar)
      + from my perspective (Michael)
        + very good base, detail.
        + major improvement to the project if we get it right.
      + Any feedback from Cor on the marketing paper's concepts? (Lothar)
        + Cor agrees with the proposal (Michael)
   + no need for a vote (Lothar)
   + don't see details as a real blocker (Italo)
      + if continue to work together as in last couple of weeks.
      + made good progress; agree a good starting point for the
        project as a whole.
      + should solve many of issues & mis-understanding
      + not all will happen in one day.
      + something for users to digest.
      + lets not over-do it with voting on everything (Thorsten)
        + at least on minor detail.
   + concept approved - happy with work Italo put in (Paolo)
   + have a meeting of six early next week & execute (Michael)
   + thank Italo for hard work, cohesive document (William)
      + pity - got it only yesterday - 1 day to read it carefully.
      + slide 35 -> regarding LibreOffice Enterprise & std.
         + don't think specific domain names are needed from SEO perspective.
         + makes sense to have another site (Michael)
             + expect ecosystem participants there
             + level of control - not taken over by commercial interests (Paolo)
                 + that said - supposed to be for business (Thorsten)
                    + detail needs working on.
                    + should be for whole contributing ecosystem (Paolo)
         + have a neutral place - with limits (Italo)
             + website of each entity - free to write what they want.
             + a jump-page to the entities' pages.
             + where also - the volunteers can use it to promote the
               commercial version without risk.
     + idea is to have a page - business related (Italo)
        + Enterprise /Business
        + want to get more detail -> scenarios ... see around LibreOffice
        + choose the interface / supplier there.
        + as community members - should get enterprise support.
        + Download page - expect to separate Personal vs. Enterprise (Michael)
     + leverage existing SEO concerns (William)
        + a detail - relegate it to the mailing list (Lothar)
           + get ideas about that.
     + practical terms - plan to do a re-vamp of LibreOffice website (Florian)
        + this is work in progress; can co-ordinate on this
        + need to get priorities for this website to co-ordinate them together
        + should incorporate what we are doing here.

4. Inform & Discuss: "Next next decade manifesto", a renewed document, do we need it, and if: How is the procedure? Stakeholder participation? Time frames? (from last board meeting, Lothar, All max. 10min)

  Rationale: Clarifying the need and if, the further procedure with it and risks of such a process
   + expect it to grow out of this (Michael)
   + do we need such a new document ? (Lothar)
       + how do we get it ? lots of stakeholders
   + my request - based on having a stable & enduring basis (Michael)
       + but we have a five year marketing plan
       + so that meets most of the needs for stability & dependability.
   + agree - bit by bit create a new manifesto (Paolo)
       + leave it on the side until we have implemented this marketing plan.
   + highly desirable - to have such a mission statement (Thorsten)
       + really makes things much easier to coalesce behind a shared vision
       + rather say it is important to have.
       + agree more urgency in immediate marketing structure right
       + really don't want to stop anyone doing this in parallel.
       + more than nice to have - important for the community.
       + agreed - just the time to do it (Michael)
   + postpone - work on & discuss this marketing plan ? (Lothar)
       + love to see not a board thing - task for all (Thorsten)
           + can we spread the work out a bit ?
   + suggest one workshops in virtual conference (Florian)
       + for marketing & manifesto
       + think they are very overlapped - so one session (Michael)
   + is this for everyone ? (William)
       + for everyone - emphatically want feedback (Lothar/Thorsten)
       + manifesto - some structure & why we do it
          + nice to add code of conduct bits into the manifesto

Public meeting ends at 13:50 Berlin time.


Agenda items private part

5. Inform & Discuss: App store licence agreements with Collabora/CIB/? running out End of June (board members 10min)

  Reason why in private: confidential information in discussion about later contracts and potential conflict of interests in public audience

Private meeting ends at 14:02 Berlin time.

Lothar Becker (Session chair)
Stephan Ficht (Keeper of the minutes)

Minutes 2020-06-05

The Document Foundation
Board of Directors Meeting 2020-06-05
Meeting Minutes

Date: 2020-06-05
Location: Jitsi

Session chair: Lothar Becker
Keeper of the minutes: Stephan Ficht

In the meeting: Cor Nouws (Board), Lothar Becker (Chair), Michael Meeks (Board), Thorsten Behrens (Board), Daniel Rodriguez (Board), Paolo Vecchi (Deputy), Nicolas Christener (Deputy), Stephan Ficht (Admin Assistant), Florian Effenberger (Executive Director), Uwe Altmann, Simon Phipps, Italo Vignoli, Pulkit Krishna, Dennis Roczek

Representation: Nicolas for Franklin, Paolo for Emiliano (See https://listarchives.documentfoundation.org/www/board-discuss/ subject "Representation statements")

Chairman of the Board is in the meeting. One of the Chairman 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 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.

The meeting commences at 13:03 Berlin time.

Agenda:


Public Part

1. Q&A: Answering Questions from the community (All, max. 10 minutes)

  Rationale: Provide an opportunity for the community to ask questions to the new board and about TDF.
  * Lothar: How is the Corona situation, can we do something for the local communities?
  * Daniel: We currently use our Jitsi to get in touch with the local community. Nothing else we need for the moment.

2. Inform & Discuss: Status of redmine tickets/key goals of the board (Thorsten, Nicolas, Björn, All 15min)

  (for the goals see item 2 on: https://wiki.documentfoundation.org/TDF/BoD_Meetings#Minutes_2020-03-13)
  Rationale: Clarifying which tickets/list and Key goals, actual status of them, quaterly update, and what todo, who is caring, until when
  • Nicolas: Goals are in Redmine, tickets marked as private, only visible to board right now. We could make things public and track progress there.
* Key goals from FOSDEM
  1. streamline tendering process in 24 months
     1.1 two more tenders signed in 6 months
        + one is awarded - close to being delivered
        + another close to being finalized - going into tech details
     1.2 two more tenders delivered in 1 year
     1.3 need to plan more spending for tax office.
        + this is/was completed, voted & filed & acknowledged for 2020
  2. grow the pool of code committers.
      2.1 hire an effective & skilled development mentor.
        + working on the job offering / tender
        + gathering feedback & improvements
        + share with the BoD likely next week for feedback.
        + is half-way done.
  3. grow non-coding community
      3.1 encourage Italo, Mike, Heiko, Sophie,
      Olivier, Xisco, Ilmari to grow community
        + a recurring / permanent item (Florian)
           + eg. documentation meeting attendance grows
        + emphasis on growth rather doing the work (Michael)
           + can we quantify and track this ?

AI: + create some KPIs that we can measure. (Florian)

           + would like this too (Thorsten)
       + season of docs gets us a new volunteer (Florian)
  4. have 5 community bonding / hackfest events before 2022
      where coders & non-coders meet, ESC events.
      4.1 have these in significant geographies
      + hack-fests are hard to plan for the next year (Florian)
         + wait until the end of the year - to see how things
          are progressing - otherwise go virtual.
      + now have a great opportunity to learn virtual events (Thorsten)
         + can learn how to have virtual events, easier to setup
           and run, with less cost involved.
         + lets take the opportunity.
         + second it (Lothar)
      + hackfest around the conference ? (Lothar)
         + Sophie mentioned mini-sumits.
         + can we get talks down in time at conf ? (Michael/Florian)
            + 30mins max - perhaps 20mins better ?
      + French community had a translation sprint (Thorsten)
         + Hackfest in Germany 2 months ago around Corona (#WirVersusVirus - Corona hackathon)
         + good ideas to steal from elsewhere.
         + meeting in person is super important; really miss it.

AI: + ask the staff if they have ideas for a virtual hackfest (Florian)

         + eg. bug-hunting sessions ? (Thorsten)
           + with Jitsi open all the time, play with it eg.
           + really support it (Cor)
              + had some 1st thinking in Dutch community some weeks ago
  5. marketing must emphasise project over product
      5.1 focused on new / younger contributors
      5.2 more creative / pro-active marketing
    + emphasising our unique strengths.
      5.3 find & turn USPs into nice stories about
      the project
      5.4 encourage OpenOffice users to join us pro-actively.
  6. Ask team to evaluate new tooling and
     involve the community in the discussion.
     e.g. Discourse as AskBot replacement; also matrix/riot/chat
      6.1 team to present workshop at LibOCon 2020
      6.2 decision yes/no/where to go by LibOCon 2021
  7. create campus programme for student ambassadors to attract contributors
      7.1 write programme description by end of February
      7.2 pilot & move to goal of finding 5 students by April
          for six month evaluation appointments
      7.3 re-evaluate wrt. scaling this up by libocon 2020
      + timeline has shifted, people not present at universities
      + budget is approved Eur 12k - for travel & rental space
      + do we really need to travel ? (Michael)
         + at Sun - asked for applications (Simon)
            + advertised as jobs people applied for
            + normal application, interview & app't process
            + doesn't need to go there to do it
         + local ambassadors may have costs (Florian)
            + want to foster local activities
            + ideally with existing members already there.
         + tended to give fixed annual budget (Simon)
            + got a quarterly report back to co-ordinator
            + who mentored, ran events, provided resources.
            + ran a monthly meetup for ambassadors
         + admin costs too for transferring money (Florian
      + can we do this now ? (Michael)
         + digital campus' can still be recruited on
         + hard to get co-operation from universities (Italo)
            + if we pay them for doing it, sorting out how we do that
            would be quite difficult.
         + talking to staff from University of Luxembourg (Paolo)
            + would love more information on spreading LibreOffice there.
  8. Enable the creation of an effective TDC organization
      8.1 complete negotiation of TM agreement by May
      8.2 align marketing with TDC
      + this is being radically re-evaluated currently
         + ongoing work (Florian)
  • how does BoD track action items & make progress (Thorsten)
  + might make things public in redmine (?)
  + nice progress indicators on tickets - BoD could update that
  + in BoD - can discuss later, how we do the daily work
     + who does what until the next call
     + track in redmine, or wiki for that.

AI: Florian to add updates to Redmine tickets and make public where possible, announce to lists

3. Inform & Discuss: LOOL solution proposals (Franklin, Michael, Paolo, Thorsten, Italo, All 20min)

  (for documents see Nextcloud: ?)
  Rationale: Status quo, Discussion of written proposals/documents, further procedure
  • Lothar: Seems things turning into some meta-topic wrt. marketing plan
  + Italo should present the plan (Paolo)
     + last BoD meeting idea of having board members write something
     + has evolved into working with specialists
     + to create a basis from which we can start
  + disjoint from TDF app-stors question (Michael / Thorsten)
     + some consensus on having things in a separate entity
     + still under discussion (Paolo)
        + but want to discuss this in a neutral way
        + still evaluating this.
     + make sense to de-couple this to avoid confusion (Paolo/Thorsten)
  + Summary of discussion (Italo)
     + document is a draft of a presentation (Paolo)
        + not yet a document, the start of the conversation
        + the relationship / connection between TDF & ecosystem is
          still being explored.
        + how we can deal with apps / LOOL etc.
        + it is a complex matter
        + various elements to take into consideration
        + like to start working on.
           + commitment to do this openly (Lothar)
              + Italo is doing a starting draft (Paolo)
                 + need to produce action items from this.
     + positive progress (Michael)
        + we start to understand the problems.
        + consensus fixing any one of them - is not great
        => we need several interlocking changes to move
           somewhere else that makes sense.
     + now doing groundwork for having LOOL bits done (Lothar)
        + not just LOOL, there are bits that need to work together (Paolo)
           + starting to update the website, new brands etc.
        + Italo can bring in feedback from the mailing list.
     + a general marketing plan for TDF ? (Uwe)
        + yes; part of it - todos for LOOL (Lothar)
     + Italo can now speak
        + distributed a draft
        + close to final - but some details are missing
        + but the main idea is:
           + common & consistent message for outside world
               + necessary to make people easy to identify.
               + as belonging to the LibreOffice project
               + group project communication under this umbrella.
                  + companies can do their own communication.
           + one version from volunteers - easy to identify
               + LibreOfice Home vs. LibreOffice Community eg.
               + messages support characteristics of this.
               + can drop Fresh/Still and find something easier
                 to remember by people.
           + community developed / released version will have
             the same messages / same tags.
           + have a clear element of the project: ecosystem
               + so far has never been clearly identified
               + as an element of the project.
               + have the "LibreOffice business" umbrella brand
                 only used by ecosystem companies.
               + similar but opposite tags ...
               + eg. volunteer support vs. professionally supported.
                  + find an agreement
           + one large umbrella / reference name:
               + LibreOffice Project
               + LibreOffice Home / Community / Whatever
               + LibreOffice Business
                  + can be used for any version of the S/W
                  + Desktop / Online / Mobile
               + perhaps Mobile is not a pro. product
                  + mobile suites not professional product.
           + having a differentiator
               + one of the ideas -> have a clear visual sign
                 that provides differentiation:
                  + between volunteer supported & pro supported.
           + stronger characterization of difference
           + ensure that is a close connection of ecosystem to project.
           + having a website - clearly "LibreOffice Business" related
              + indepedent from TDF.
              + but co-ordinated with TDF.
              + with a higher degree of freedom wording the products
       + volunteer supported one:
           "if you are business you should buy from an
            ecosystem company" - perhaps problematic on TDF premesis
       + room for improvement:
           + in document distributed - don't focus on details
           + so it can be messages to the outside world
           + for the LibreOffice 7.0 announcement.
           + want mid-late July something finalized.
   + Good to expand scary sounding slides (Michael)
      + make it more concrete & clear - a couple in particular.
      + propose expand that and see it published (Lothar)
   + Good to see discussed (Cor)
      + would like to see a few things clarified before sending out too
   + Community Support (Michael)
      + marketing has helpfully removed 'support' here and there
      + if support is the thing we build demand for - having
        free 'community support' under-cuts this.
   + idea - speak not as TDF, but as the LibreOffice project (Italo)
      + press releases - not TDF announces, but LibreOffice Project
        announcements
      + a small detail - but LibreOffice is tougher to identify as
        a company - whereas TDF can look like one.
      + explain why we speak as a project - after 10 years, speak
        as a project - not a foundation.
      + a detail to discuss later.
         + agree - nuances in the wording.
      + point out the issues - but don't block on details.
  + want to integrate the marketing messages (Italo)
      + into a general strategy - with agreed actions
      + companies free to do whatever they want in their marketing.
      + co-ordinated releases (Cor?)
        + some discussion here.
        + lets not get bogged down in details (Italo/Lothar)

AI: + Paolo/Franklin/Michael/Thorsten/Mike/Italo -> continue working on this.

   + need legal / contract / TM bits -> that come out too (Michael)
       + use these to support this initiative.

Public meeting ends at 13:54 Berlin time.


Agenda items of private part:

4. Inform & Discuss: Part2 of Status of redmine tickets/key goals of the board (Thorsten, Nicolas, board members 10min)

  Reason why in private: if needed when confidential information is included in topic above


Lothar Becker (Session chair)
Stephan Ficht (Keeper of the minutes)

Minutes 2020-05-22

The Document Foundation
Board of Directors Meeting 2020-05-22
Meeting Minutes

Date: 2020-05-22
Location: Jitsi

Session chair: Lothar Becker
Keeper of the minutes: Stephan Ficht

In the meeting: Lothar Becker (Chair), Franklin Weng (Deputy Chair), Michael Meeks (BoD), Thorsten Behrens (BoD), Cor Nouws (BoD), Emiliano Vavassori (BoD), Daniel Armando Rodriguez (BoD), Nicolas Christener (Deputy), Paolo Vecchi (Deputy), Stephan Ficht, Heiko Tietze, Uwe Altmann, Miklos Vajna, Jan Holesovsky, Shinji Enoki, Sophie Gautier, Florian Effenberger, Marco Marinello, Andras Timar, Guilhem Moulin, William Gathoye, Gülsah Köse, Aron Budea, Muhammet Kara, Dennis Roczek, Simon Phipps

Representation: None (See https://listarchives.documentfoundation.org/www/board-discuss/ subject "Representation statements")

Chairman of the Board is in the meeting. One of the Chairman 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 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.

The meeting commences at 13:04 Berlin time.

Agenda:

Public Part

1. Q&A: Answering Questions from the community (All, max. 10 minutes)

Rationale: Provide an opportunity for the community to ask questions to the new board and about TDF.

  • Q&A/statement on business entity currently in third round (Lothar)
 * hope to finish over the weekend, then bring it out
  • no further questions

2. Inform/Discuss: Ecosystem & Sustainability (Michael & Thorsten, All 15min)

+ Board wants to be more transparent about decisions

   + that is good, but we need to publish more data.
   + please listen, absorb - everything we say will be
     in the minutes or published later:
   + questions / challenges possible at the end.

"The foundation promotes a *sustainable*, independent and meritocratic community for the international *development* of free and open source software based on open standards."

LibreOffice has included companies into the ecosystem from the beginning

  + the word 'community' includes people working at companies
  + inspire a higher loyalty to the project & the idea: unifying.
  + economics seems harsh
   + value volunteers time & support of course.
   + need to model & understand these things - Eco-system

+ Started:

    + Sun -> ~50 developers -> we were eager to include them
    + IBM -> ~10 developers -> tried to get them to work together with us
           + big happy family...
    + Oracle -> OpenOffice not a contributor to net margin -> gone.
    + IBM -> encouraged us to form, didn't join -> differentiation.
    + we all lost hard.
       + Then: Linux Distros
           + SUSE - 15 developers, RedHat -> 5 developers, Canonical - 1 developer
           + Munich? -> peaked at 7 - now down to ~1
           + The flourishing years 2012-~2014
                   + KACST ~5, CloudOn ~2, Igalia ~1.5, Lanedo ~2,
                     Ericsson ~2, Synerzip -> ~12,
                     MultiCoreWare -> ~15 (2 months)
                   + all of these disappeared: no economic driver.
    + More recently (Thorsten)
             + SUSE - 15 -> 0 devs. -> 2013
             + Canonical from 1 to 0 devs. -> 2017
             + RedHat from 5 to ~2 developers - 2018
             + can't assume Linux Distros would magically do the coding
 + Now we are here:
      + 1&1 -> 1 developer
      + Munich -> 1 developer
      + TDF -> went from 1 to 2
      + RedHat -> ~2 developers
      + RedHat -> 2 developers
      + NISZ -> 3 developers
      + CIB -> 7 developers
      + Collabora -> 25 developers
      + and some more volunteers.
  • The ecosystem is not growing, but not shrinking ~40 paid developers
       + very little virtuous cycle driving growth in sales -> feature / function
  • What does the ecosystem do ? (Michael)
       + ~70% of commits from ecosystem companies
               + tend: larger features, longer term development, maintenance, GSOC ++ mentoring
       + ~30% of commits community
               -> but ~70%+ of mentoring is companies.
       + look at how a project looks like with volunteers but no commercial ecosytem:
               + Apache OpenOffice -> good people ...
  • What does it look like in money ? (Thorsten)
       + easy to work out from our annual report
       + estimations ->
               + avg. TDF staff member FTE cost order of Eur 50k without overheads
               + So 40 people at TDF would cost ~Eur 2 million
       + TDF spends ~Eur 150k on feature development / tenders
         outside of fixed-costs per annum currently
               + do it in-house:
               + we could pay 3 people with that
  • The ecosystem provides a 10x multiplying factor for development
       => TDF is the tip of the iceberg that is the ecosystem.
       => We cannot meet our purpose or sustain the product without a healthy ecosystem.
  • Compromises to drive the ecosystem / pull money into it & TDF: (Michael)

- no LTS - short, frequent release cycles

       + neither of these seem to deter mass use in business.

- nag dialogs, info bar stuff -> to drive TDF donations

       + community members unhappy ... -> professional product.

- tell people software is un-supported when inappropriately using Online - important for TDF to have users visiting download page, also for downloading security updates for LibreOffice

       + live updates provided by community as a patch / feature.
         + not enabled.
       + we know: when we don't update the "new version" XML
         + donations drop substantially
         + TDF is funded by people visiting the download page
       => Example -> providing free LibreOffice in an app-store
               + self-updating, no need to visit TDF ...
               + sounds wonderful - but potentially deeply problematic for TDF & sustainability.
               + needs to be looked at -very- carefully.

Thorsten - People sometimes confuse paying for a product, when donating (c.f. feedback we see on Ask and Bugzilla)

       + normal feedback "I paid, but can't download"

- TDF download donations sometimes believed to drive feature development

       + implement feature with money.
  • Desktop is quite different:
       - Online - currently scarcity: source code, only development binary dockers of online

- CIB & C'bra charging for LibreOffice in app-stores & re-investing - perhaps others.

  • The "non-contributor" problem
    + Developers:
    + Munich -> initially didn't contribute to the code -> then saw the light & joined us
    + Linagora -> no significant contributions from whole French Gov't.
    + Brazil -> 1 million users -> no paid developers until recently.
    + others: RedHat/Collabora/CIB - contribute all their code back.
         + work as members of the community.

Conclusions (Michael)

       + why is ecosystem success seen as failure ?
       + why is the ecosystem 'othered' as non-community ?
       "The foundation promotes a *sustainable*, independent and meritocratic community for the international *development* of free and open source software based on open standards."
  • "The only constant is change" (Thorsten)
       Change is inevitable, and necessary -but- those who advocate for change without careful consideration of the consequences must bear responsibility.
       Need to assess, and balance - with the other compromises listed
       if parameters change substantially, we need a plan to substitute for what we're certainly loosing then in terms of ecosystem contribution.
       Lets not loose again after loosing Sun, IBM, Linux Distros ...
  • Uwe:
      Revenue: is 90% of your revenue from the app-stores?
          + ~5% of revenue from app-stores (Michael-as-Collabora)
          + insubstantial revenue currently from app-stores (Thorsten)
      Breakdown of revenue? (Michael-as-Collabora)
          + consultancy is a smaller part of revenue
          + product is a large part; can see sectors Education/Government/Business ...
      Changing the overall setup -> needs a plan (Thorsten)

Do we know that downloads leads directly to donations? (Heiko)

     + there is a graphic showing the correlation (Florian)
          + lets get it from Italo.
     + updater XML was not updated -> massive drop in donations (Florian)
          + S/W did not show the notifiation - a significant drop; July 2017/2018
     + hard to imagine that no linux user ever donates (Heiko)
          + not what is said - but the *majority* of donation driven by visits to download page
          + popup of course also drives people to donate (Michael)

abstract (AI):
+ overall number of developers shrinking
+ need money in the ecosystem to pay staff in TDF and elsewhere
+ address the "non-contributor" problem
+ the direct relation downloads/donations
AI: Italo: provide graphics downloads/donations
AI: define procedure to bring in the information

Rationale: Discussion, relevance and dependencies for TDF

3. Discuss: Quick check of fitting prerequisites and procedure of the vote for the next agenda item (Lothar, Board members, All 5 minutes)

Rationale: Clarifying about voting of the next agenda item

    + Now is not the time for a vote - so no need.

4. Discussing about proposal of Paolo: (Paolo, Board members 15 minutes)

   + Interesting discussion of ecosystem, linked to all of these things.
        + everyone knows there is a need for a commerical ecosystem out there
        + naturally balance the needs of commercial ecosystem with drive & spirit of TDF
        + in the statues - can read about commercial partners
        + scope / objective - make all software we develop Android,Windows,MacOS easily usable by users
             + development has to be user centered
        + LibreOffice Online
             + takes a good deal of effort to provide a FLOSS package that TDF is obliged to deliver
             + today have Marco, been working with him in another project
             + making it available for a school - with no budget for this
             + TDF in theory is obliged to make free software available to all to be used
             + have to increase the user-base of this platform, and increase committers.
       + personally - told - feeling at the moment by some developers
            + would like to contribute, but wondering, contributing to TDF / Collabora
            + a mixed-message coming out there.
            + clarify what is LibreOffice Online - and who is maintaining it
            + when someone contributes where that contribution will go
       + at the same time - have to tell everyone (Paolo)
            + use it for personal use, non-profit org, school - duty to give it for free:
                + always been part of the plan.
                + a bit late in implementing.
                + have to support those who have been contributing to the project
                     + Collabora, CIB
                     + recognize their efforts though marketing & advertising
                     + not to use in enterprises without support.
                + make it available to everybody, make it easy to use.
                + recognize - something much better from a technical & ethical POV
                    + than other platforms out there.
                + some other organizations
                    + LibreOffice Online is integrated - decided to start promoting other types of similar platforms.
                    + as easy as possible to promote LibreOffice Online
               + will need professional support.
               + going out with a TDF branded LibreOffice
                   + we are here for the community / duty to give the free version
                   + look at our long list of commercial partners & developers.
                   + even increasing opportunities of revenue.
                       + are limited - personally by commercial offering has been put together
                       + Michael & Thorsten - can confirm - long discussion before became part of BoD - so that we can together re-tune the offering, getting revenue to contribute to the project.
                  + have to increase the number of companies that contribute to this project.
                  + spirit of proposition
                      + agreed to have it discussed.
  • Fundamentally difference Desktop / Online (Thorsten)
    + hard for end-users to install Online too.
    + it is worth reflecting on this - lets have a plan, a careful assessment & compromise
    + a discussion to be had - TDF helping the commercial ecosystem (Paolo)
       + with an increased number of users.
       + Univention makes it easy - for non-techies to use LOOL
       + still need technical expertise.
       + thinks TDF would need to host it themselves (Thorsten)
           + for the world out there _that_ is the easy way to use it
           + but believe that is out of scope for TDF
           + challenges that we are required to do that
           + if we are to make it easily digestible - provide binaries?
  • Keen to get LibreOffice Online into lots of people's hands (Simon)
    + tried to use it himself.
    + as it is designed & architected - hard for individual user to deploy
    + even given a working docker container
        + handling of certificates
        + hosting in containers
        + is beyond the skills of many, many people.
   + an alternative proposal:
       + without inadvertently harming the businesses in the ecosystem
       + start - by making available a version for Raspberry Pi
       + making one that is designed to use with Nextcloud's RPI distro
       + also have an appliance that they sell here
       + work with Rene & Raspberry-Pi ecosystem
       + that works on your internal network - with just IP addresses
       + no nasty signing certificates
       + not intended for internet use
       + but would work within a household, small business, and/or inside a school.
   + do this as an on-ramp
       + and avoid accidentally destroying Collabora / CIB
   + paper about this in the members area on TDF nextcloud
   + take this forward instead of this unfortunately poorly thought out proposal.
  • Remark as an aside (Uwe)
   + Paolo's pronunciation is as bad as his - can't understand what was said
   + suggests Paolo to have something written down to prepare it.
   + a request from Simon as well (Lothar)
  • Look forward to written ideas (Cor)
   + with background & discussions, like Simon's suggestion here
   + know lots of people enthusiastic there.
  • asked for community to speak up (Michael)
 * unhelpful of referring to ecosystem as "other" people
 * clear ask to solve the marketing problems, was skipped
 * build consensus before bring a vote to avoid dividing community unnecessarily
 * LOOL already in Nextcloud, ownCloud etc.
 * some of these versions don't refer to LibreOffice, are white-labelled
 * we might need to get used to LibreOffice Online not to be called LibreOffice Online
 * avoid TDF duplicating work done by ecosystem members
 * marketing could be significantly improved
 * looking at things in a balanced way, voting right now is premature
 * not against TDF distributing LibreOffice Online
    * good thing to grab bull by horns & discuss it
    * significant improvement in marketing required for TDF to provide LOOL binaries
 + would like a paper to bring these ideas together (Lothar)
  • Clarify the situation (Paolo)
  + in the agenda just a few points of a ticket that has been opened in internal systems
  + with a longer description of the project
  + didn't just come out and say - lets vote for it.
  + when something not moving - indeed tends to push hard
     + so just go for a vote
     + then convert it into a conversation / discussion
     + many other people would like to provide their feedback.
     + so it may not be what it seems.
 + lots more can be known - including the economical side
     + not been told by commercial ecosystem
     + what is the damage that we cause you ?
         + if we go out with a branded version of LibreOffice Online
         + we don't know.
 + how to proceed further ? (Lothar)
    + would like to continue discussion about ecosystem on members list (Sophie)
    + give E-mails to the internal list
    + any reason not to do it on board-discuss in public ? (Thorsten)
         + propose to default to public if possible.
         + propose hint members to members list (Florian)
 + how do we get to this document ? (Lothar)
    + get a few efforts to do this concrete LibreOffice Online theme.
    + who are the people to lead & build consensus ? (Michael)
        + many of TDF's problems intersect.
        + next next decade manifesto would be my hope
            + circumstances have changed as we saw in the ecosystem talk
            + we actually need to deeply care about the ecosystem too.
   + clarify - Paolo - responsible for bringing a document for a vote (Lothar)
       + plenty written already
       + would like to do this with Paolo (Franklin)
           + have difficulty to build a LOOL instance recently
       + concern is how you say it (Cor)
           + prepare a 1st document that we build on to create something sustainable or a good base.
           + you mentioned the word 'vote'
              + no (Lothar)
           + result should be content for a later stage for voting (Lothar)
       + we need some written content which we can compromise on
       + if we have a discussion in public (Cor)
          + come up with the best proposal possible - discussion in public.
  + poor choice of committee (Michael)
      + sorry for being a poor choice (Franklin)
       + the ability to reach out to building a durable compromise is vital
       + not convinced this composition achieves this.
       + we have a concrete proposal from Simon (Thorsten)
          + build another proposal, while we work on Simon's ?
   + work on a procedure for documents (Lothar)
      + Franklin/Michael/Paolo/Thorsten
      + just did -> as of now, work in public with Simon's proposal (Thorsten)
          + get it into a proposal we can vote on.
          + happy to hear other proposals
      + today learned something about the Raspberry Pi (Paolo)
         + original issue was - to make available in general LibreOffice Online on general platforms
         + have another project running in the background.
      + Proposal (Florian)
         + everyone is free to come up with a proposal.
         + Thorsten/Michael/Simon came up with this one
         + something is done -> can share in public
         + what is proceeded in a board call
         + no problem with lots of proposals.
    + plea for people to work constructively with others (Michael, Paolo)
        + unhappy; process to vote first, then think is nearly un-precedented (Michael)

abstract (AI):
+ need for a balanced commercial ecosystem
+ software to be easily usable by any users regardless the OS used
+ easy to promote LibreOffice Online
+ Fundamentally difference Desktop vs. Online
+ need to increase users
+ solve marketing problems
+ consensus to avoid dividing community
+ discussion just started, to be continued in public
AI: define procedure to get written ideas/proposals
AI: agenda item for next BoD call, public part
AI: Franklin, Paolo, Thorsten, Michael to work on a proposal for discussion in public later on
AI: in one of next BoD Call bring in as agenda item: How to get a "next next decade manifesto" (Lothar)

   + comment: minutes are late (Florian)
       + if you can look at them - would be helpful.
   + 27 people in the room - works more or less properly with Jitsi (Lothar)

Voting proposal via Mail from Paolo Vecchi at 16.05., 13.15 UTC+2: "...

Enable the infrastructure team to deliver the following packages with TDF and LibreOffice branding: - docker images - ownCloud connector (from which we have already got confirmation of acceptance) for LOOL - once that is in place I will ask NextCloud for the opportunity to do the same - Univention marketplace packages for LOOL - all packages and connectors will be maintained and updated on a monthly basis unless urgent patches/bug fixes are required sooner - the latest stable version of LOOL code will be used to build the images - the infrastructure oversight team will ensure that all issues that may impede the execution of this plan are identified and solved promptly - the infrastructure oversight team should evaluate, and report back to the BoD, if TDF should use its own Gerrit server for LOOL or Collabora's see ticket https://bugs.documentfoundation.org/show_bug.cgi?id=132349 - LibreOffice branded documentation/help files should be created to make it as easy as possible to install docker images/Univention packages - TDF's LOOL packages will be free and supported only by the community. No paid/support options will be made available by TDF - In the download page it will be made clear that if LOOL is used in enterprise environment support options are available through the members of TDF's ecosystem

At a later stage eventual limitations in terms of concurrent users/documents will be discussed. ..."

Rationale: explanation of voting item(s), getting a valid voting result on Paolos proposal as described above

5. Discuss: Status of redmine tickets of the board (Thorsten, All 10min)

Rationale: Clarifying which tickets/list, what todos, who is caring, until when

+ just to make sure board knows where action items are
+ postponed to next call

Public part ends 14:02 Berlin time.

Private Part

- No topic in private so far -

Lothar Becker (Session chair)
Stephan Ficht (Keeper of the minutes)

Minutes 2020-05-08

The Document Foundation
Board of Directors Meeting 2020-05-08
Meeting Minutes

Date: 2020-05-08
Location: Jitsi

Session chair: Lothar Becker
Keeper of the minutes: Stephan Ficht

In the meeting: Andrea Gelmini, Paolo Vecchi (Deputy), Nicolas Christener (Deputy), Gabriele Ponzo (Membership Committee), Franklin Weng (Deputy Chair), Sophie Gautier, Emiliano Vavassori (Board), Michael Meeks (Board), Florian Effenberger (ED), Thorsten Behrens (Board), Lothar Becker (Chair), Stephan Ficht, Cor Nouws (Board), Uwe Altmann

Representation: Paolo for Daniel
(See https://listarchives.documentfoundation.org/www/board-discuss/ subject "Representation statements")

Chairman of the Board is in the meeting. One of the Chairman 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 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.

The meeting commences at 13:02 Berlin time.

Agenda:

Public Part

1. Q&A: Answering Questions from the community (All, max. 15 minutes)

  Rationale: Provide an opportunity for the community to ask questions to the new board and about TDF.
  * Edmund Laugasson via mail on tdf-internal: Request for Discussion about "killer features"  zooming in impress&calc, SVG as "Stand alone" Document Format in LibO and a request for help to engage developers for an ODP export script in SOZI

+ Lothar asks for further questions + Edmund not present, was his email read? + Previously wrote also on tdf-discuss, I answered him (Thorsten) + asking for the help of the board + is the right place to discuss 'killer feature' here? + perhaps ESC is better (Thorsten) + just had a long budgetting round with proposals (Michael)

   + would have been good to do that with more time so people can propose things like this.

+ Michael asks for more time for soliciting budgetting ideas + Gabriele: time slot was alotted/provided, but Edmund not present + Cor: he was pointed to the ESC, good idea to discuss and bring it up again + Lothar: propose to hand over to the developer list, as this is not budget-related + Thorsten: bit unclear what needs to be done, time to bring this in front of board in a few months + Sophie: maybe to hand over to bugzilla + Lothar: Who will answer him? Thorsten volunteers, can do in public. AI: Thorsten to reply to Edmund. + Lothar asking for other questions...;

  • TDC question (Uwe)
  + silence for over a month on this, heard nothing so far
  + very curious about what happened in this month, what happens in the next few weeks.
  + looks like a full shutdown of the whole topic - of course, not what is wanted by most people
  + definitely in-progress (Cor)
     + board was discussing, looking into details, the past month
     + not sure what happens in the next weeks
     + from your side might seem nothing happens, good to ask.
  + complexity is not new here (Uwe)
     + as a reminder - there is a group of people, designated by older board to do this discussion
     + I was part of this group, nothing on these discussions
     + why are we not getting any information ?
     + what is the reason to have these disussions in private ?
  + going through a process of getting legal advice (Michael)
    + process ongoing
  + discussion in board for three years already, why legal advice now?
  + frustration (Thorsten, Uwe, Michael)
  + confirm lots of work going on (Paolo)
  + sorry not to include you (Cor)
     + new board looking at it
     + tough internal discussions best not done in public
  + also have an opinion on it & legal insight (Uwe)
     + would like to be included in the discussion
     + others also in the community
     + don't think a closed discussion is good.
  + left TDC solution, working on a new solution (Lothar)
     + which can then be discussed in public
     + we're building a proposal & some ideas here
     + have a new / idea of a solution & bring it & discuss it.
  + good thing done - review everything (Paolo)
     + from basic assumptions, why go in one direction vs. another
     + now looking at legal side to validate them or not.
     + not a huge amount of communication - back to basics.
  + why in private ? (Uwe)
     + if no urgent reason, should be in public.
     + all for opening the discussion to the public (Paolo)
        + serious discussion internally
        + new arrivals had to re-learn about previous decisions
        + first one to say this process was not that clear.
        + personally pushing to re-start & present process to community
        + working on ideas, evaluate compliance perspective options.
        + does the community like these options.
        + steps expected within a month
        + then for some community consultations.
        + like whole community understanding & all being happy.
        + will wait for that (Uwe)

2. Information: periodical status quo report of the Areas of oversight (All/board members AoO team, 1 minutes for each: infra, QA, documentation, lang++, cert, dev&releases, licence, events, affiliations, marketing = 10min)

  Rationale: Short info about activities, problems, ((potential))(upcoming) issues for the board
  * infrastructure (Franklin, Emiliano): nothing specific, maintenance, everything fine
  * Q&A (Cor, Nicolas): nothing special to mention, from distance can confirm people are active, nice process checking new stuff, regressions soon and fast, happy
  * documentation (Daniel absent, Emiliano): lots of things, lots of documentation for 6.2, follows the project, really active, nothing that needs board decision, doing pretty job by themselves, more than ok
  * NLC (Franklin, Daniel absent): didn't notice any discussion recently, everything seems fine
  * certification (Franklin, Lothar): Italo in contact w/ LPI management, concrete proposal will be discussed with board
  * developer certification (Thorsten): certified two devs this year, regular review in ESC
  * development (Nicholas, Michael): nothing to report, 7.0 Alpha1, all in time, all on schedule, metrics look pretty good
  * license (Michael, Thorsten): few corner cases, generally all is looking good, team helping out here as well chasing things
  * events (Cor, Emiliano, Paolo):
      + call next week, bring to decision to the board, costs for the venue (Open Suse / TDF (Florian)
  * affiliations (Paolo, Nicolas): only issue is within OASIS, Thorsten's in the loop, seems resolved now, not aware of anything else; AB meeting was held last month
   * marketing (Cor, Franklin, Daniel absent): Italo working on virtual marketing plan, shared a few days ago, nothing to decide yet, marketing team can do things 
   * OpenOffice Twitter activity - we comment on social media and promote LibreOffice, things seem to go well, marketing team happy, Nicolas helping out too, it's a great opportunity for everyone
   * assets and finance (Michael): we have a budget, things have been submitted and filed, Annual report is done too, review of 2016-2018 - re-confirmation of non-profit status.
   * contracts, hiring, taxes, legal compliance (Lothar, Paolo, Michael) - seems to be under control.

3. Discuss: Process of publishing the Board minutes, additional ways for informing and discussing issues (Lothar, Florian, All 5 minutes)

 + Stephan writes the minutes
 + Session chair have to approve minutes from Etherpad
 + Stephan to send to directors@ then
 + after few days, Stephan to send public part out, and archive private part
 + Uwe: acknowledges private part is important, but missing the agenda - what topic is talked about in private? Make this public.
 + Thorsten: in favor, some topics need to stay private though even as summary
 + Uwe: saw several topics in the past not obviously reasons for private, so please tell the reasons
 + Lothar: we're making good progress here, shifting things to the public call, supports idea to make topics public, failing that give a short reason why we can't
 + Uwe: consider bylaws - not about choice, but about reason for privacy
 + Cor: asking for trust
 + Sophie: minutes are published on the wiki; archived in nextcloud
 + Florian: public decisions and minutes in wiki and on board-discuss@; private bits will be migrated to Nextcloud (Florian and Stephan to work on this)
  Rationale: Clarifying the process with all/public, collecting new ideas for additional interactions between board and members

4. Discuss: one of the highest Ranking in budget vote: streamlining tender process, what to do in general, what to do for ODF 1.3 delta tender (Lothar, All 5 minutes, if needed shifted to the private part)

 + how do we proceed with ODF 1.3 delta tender
 + reached out to Regina on this (Florian)
    + have some updates to share, plan how to proceed.
    + a running tender - nothing can be seen by potential bidders
 + overall streamlining rocess ? (Lothar)
    + had a call with Florian (Nicolas)
       + worked on a skeleton for a new tendering document
       + some formulas to calculate and weight proposal quality
       + ideas coming together, first draft in next couple of days
 + do we need ODF 1.3 delta for 7.0 ? (Michael)
    + suspect only the ODF 1.3 tender is needed (Thorsten)
       + code freeze at end of month, delta tender not do-able for 7.0
 + thought from Regina this is definitely for 1.3 readiness (Lothar)
    + perhaps needs discussion with Regina (Thorsten)
       + need statements of use for OASIS ODF 1.3 standardization process
       + believe ongoing work will be enough here.

AI: + talk to Regina to see what is up (Thorsten)

  Rationale: see (private) ticket

https://redmine.documentfoundation.org/issues/3107 What and starting streamlining-the-process activities, what to do for concrete ODF1.3 delta tender and who

Public part ends 13:45 Berlin time.

Agenda items for the private part:

  • Paolo: just as a side note - people responsible for areas should match people who speak on these

5. Information: Remaining AoO periodical status quo report (All/board members AoO team, 1 minutes for each: employees, assets/finance, contracts = 5 minutes)

  • contracts, hiring, taxes, legal compliance, GDPR, trademarks & brands

6. Discuss: New Proposal for AB membership (Thorsten)

Private part ends 13:58 Berlin time.

Lothar Becker (Session chair)
Stephan Ficht (Keeper of the minutes)

Minutes 2020-04-24

The Document Foundation
Board of Directors Meeting 2020-04-24
Meeting Minutes

Date: 2020-04-24
Location: Jitsi

Session chair: Franklin Weng
Keeper of the minutes: Michael Meeks

In the meeting: Michael, Thorsten, Franklin, Florian (ED), Paolo (Deputy), Nicolas (Deputy), Emiliano, Cor, Daniel

Representation: Nicolas for Lothar (See https://listarchives.documentfoundation.org/www/board-discuss/subject"Representation statements")

Deputy Chairman of the Board is in the meeting. One of the Chairman 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 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.

The meeting commences at 13:05 Berlin time.

Agenda:

Public Part

1. Q&A: Answering Questions from the community (All, max. 15 minutes) Rationale: Provide an opportunity for the community to ask questions to the new board and about TDF.

   + no-one present to ask questions.

2. Discuss: Process of publishing the Board minutes, additional ways for informing and discussing issues (Lothar, Florian, All 5 minutes) Rationale: Clarifying the process with all/public, collecting new ideas for additional interactions between board and members

   with Lothar not attending the call skipping

Public part ends 13:09 Berlin time.

Franklin Weng (Session chair)
Michael Meeks (Keeper of the minutes)

Minutes 2020-03-27

The Document Foundation
Board of Directors Meeting 2020-03-27
Meeting Minutes

Date: 2020-03-27
Location: BigBlueButton

Session chair: Lothar Becker
Keeper of the minutes: Stephan Ficht

In the meeting: Lothar (Chair), Franklin (Deputy Chair), Cor (Board), Michael (Board), Emiliano (Board), Thorsten (Board), Daniel (Board), Nicolas (Deputy), Paolo (Deputy), Florian (ED), Stephan (AA), Dennis, Ilmari, Michael W, Kendy, Regis, Uwe

Representation: None
(See https://listarchives.documentfoundation.org/www/board-discuss/ subject "Representation statements")

Chairman of the Board is in the meeting. One of the Chairman 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 4 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 4.

The meeting commences at 13:02 Berlin time.

Agenda:


Public Part

1. Q&A: Answering Questions from the community (Lothar and Franklin, max. 15 minutes)

  Rationale: Provide an opportunity for the community to ask questions to the new board and about TDF.
  Lothar: invite for questions; is anything BoD could do wrt to Coronavirus?
  Ilmari: date to decide LibOCon, have it as virtual conference instead?
  Florian: call w OpenSuse next week to decide e.g. hotel bookings, logistics, other bookings etc.; have to wait till May, Bavarian authorities will announce news after Easter, don't expect news before Easter
  Thorsten: pls don't book travels right now, untill situation will be clarified; expecting 2-3 months before LibOCon when people will begin to book;
  want can we do to support e.g. schools perhaps even from the infra side? help to mitigate, core to TDF's mission; not for general public but e.g. for schools
  Florian: e-learning platforms were partially down; providing materials, conferencing, collaborative editing?
  Thorsten: selective access to e.g. Nextcloud, LibreOffice online; spin out a separate VM. Where to discuss that? website list
  Paolo: decentralize tools, provide VMs
  Dennis: in the Baden-Württemberg-country teachers are not prepared to handle group-learning, issues w migration from private server to public
  Lothar: continue discussion on other platform
  Dennis: TDC paper is stalled - is that Coronavirus ?
  Michael: Still stalled based on Staff & community's concerns, nothing is going to happen without sorting this out.
  Lothar: will see if we can get an intermediate document describing what we want to do in next days / 1-2 weeks.
  Thorsten: Corona weighs down on people's time including Mike's

2. Information: Annual report, finances and budget (Florian, 10min)

  Rational: giving information, bringing transparency to process/deadlines, planing follow ups
  Lothar: Florian to give explanations
  Florian: report consists of activity report and financial report (incl. reserve building)
  for activity report - nothing missing, team is writing the English version for approval, in parallel will be translated into German to hand over to the authorities
  for financial report - approval of accountant-prepared closing ledgers, plus reserve building, i.e. budget planning for 2020

AI: to agree about budgets (see on Nextcloud)

  Lothar: concrete timeline?
  Florian: need first agreement from BoD to finalize, should have this as topic for the next board call
  Michael: previously we had a community process, involving the ESC, generating ideas, costing them & ranking them
  Thorsten: agree, need to get ideas done & costed, call-out for annual budget planning went out to NLP community
  Michael/Thorsten: need to take this to the ESC ASAP, not great to not have much time here.

AI: Italo/Florian follow-up with NLC project AI: Thorsten/Michael follow-up with ESC AI: Florian: factor in estimations, eg templates, student program, fix tendering and other key goals etc.

  Thorsten: plan to get an idea of how much discretionary budget is available
  Florian: broad-idea is in the spreadsheet, previous BoD's approved budget is included in there. Approved, not yet spent Eur 170k, and on top another Eur 155k.
  Lothar: will be a reminder, then after next week bring all to the budget
  Michael: need to get estimation of budget needed to meet key goals eg. fix tendering legal budget etc.
  Florian: Budget needs to be finished by end of April to have filings prepared.
  For previous years, see https://www.documentfoundation.org/foundation/financials/ and https://wiki.documentfoundation.org/TDF/Ledgers

3. Information, Discussion: LPI agreement (South America) for certification (Daniel, 10min)

  Rational: information what was asked, status quo, discussion about follow on
  Lothar: Daniel to explain LPI agreement
  Daniel: proposal a desktop user certification not especially LibreOffice (certify users for basic tasks on FLOSS desktop); user capacity to do minimum steps; important to gather more volunteers in the community
  Lothar: inquiries done, not to do it only at South America,
  Daniel: possibility to reach out worldwide
  Daniel: use LPI knowledge for certification
  Cor: has to be worked out in detail, likes the idea
  Lothar: bring it to certification committee? commonly approved

4. Status quo about / Tracking of Board Actions Items/ToDos/Goals in Redmine (Lothar 5min)

  Rational: clarifying single point of search for todos and status, timeline, involved persons, clarifying needed confidentiality for which one
  Lothar: idea to use redmine (Nicolas prepared a lot)
  Cor: risk to have too many small tickets/put every small task into a ticket, in general good idea
  Lothar: some todos left in some minutes, we don't remember to do them
  Cor: Is it important enough then?
  Lothar: keep the middle way
  Lothar: other questions from the audience? > NO
 Lothar: Please take care of yourselves during these times, and let us know if there's anything we can do to help.

Public part ends 13:37 Berlin time.

Lothar Becker (Session chair)
Stephan Ficht (Keeper of the minutes)

Minutes 2020-03-13

The Document Foundation
Board of Directors Meeting 2020-03-13
Meeting Minutes

Date: 2020-03-13
Location: Jitsi

Session chair: Lothar Becker
Keeper of the minutes: Stephan Ficht

In the meeting: Sophie, Stephan, Nicolas (Deputy), Ilmari, Cor (Board), Florian (ED), Lothar (Chair), Emiliano Vavassori (Board), Drew, Michael Weghorn, Franklin (Deputy Chair), Uwe, Michael (Board), Thorsten (Board), Paolo (Deputy), Daniel (Board), Kendy, Gabriele, William, Sam Tuke

Representation: None

Chairman of the Board is in the meeting. One of the Chairman 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 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.

The meeting commences at 13:01 Berlin time.

Agenda:
Public Part

1. Q&A: Answering Questions from the community (Lothar and Franklin, max. 20 minutes)

  Rationale: Provide an opportunity for the community to ask questions to the new board and about TDF.
  * Lothar explains document is in the works, needs some more time, ask everyone to be patient
  * was announced via mail, document will be brought out when it's ready
   * questions:
  - Uwe: problematic situation on TDC, what happend?
  - Lothar: further questions arrived that can change answers, so decided not to bring it out
  - Uwe: quite vague
  - Lothar: shall we use another platform?
  - Michael: jitsi is great, other things cost money, hangouts limit at 10
  - Emiliano: official jitsi servers/bandwidth has been powered in the last days, still the platform is now overcrowded
  - Florian: Jitsi overcrowded
  - Thorsten: keep on going agenda
  - Lothar: head on with agenda...

2. Finalizing and publishing the FOSDEM goals (Lothar, Franklin 10min)

  Tooling -> Nicolas
  - Lothar: what has done for FOSDEM goals (and sub-goals)?
  - Thorsten: plan was to bring them into form and publish these, these were agreed on at FOSDEM
  - Franklin: Nicolas was looking into tooling, latest proposal was to use Redmine, sounds like a good idea to Franklin
  - Thorsten: sounded like consensus here, let's get on with it
  Rational: clarifying todos, timeline
  Proposal: reread and cluster FOSDEM goals for publishing, Blog about Goals in the next 14 days, instantiation of a tracking tool for the goals
  * Key goals from FOSDEM
   1. streamline tendering process in 24 months
      1.1 two more tenders signed in 6 months
      1.2 two more tenders delivered in 1 year
      1.3 need to plan more spending for tax office.
   2. grow the pool of code committers.
       2.1 hire an effective & skilled development mentor.
   3. grow non-coding community
       3.1 encourage Italo, Mike, Heiko, Sophie,
       Olivier, Xisco, Ilmari to grow community
   4. have 5 community bonding / hackfest events before 2022
       where coders & non-coders meet, ESC events.
       4.1 have these in significant geographies
   5. marketing must emphasise project over product
       5.1 focused on new / younger contributors
       5.2 more creative / pro-active marketing
     + emphasising our unique strengths.
       5.3 find & turn USPs into nice stories about
       the project
       5.4 encourage OpenOffice users to join us pro-actively.
   6. Ask team to evaluate new tooling and
      involve the community in the discussion.
       6.1 team to present workshop at LibOCon 2020
       6.2 decision yes/no/where to go by LibOCon 2021
   7. create campus programme for student ambassadors
      to attract contributors
       7.1 write programme description by end of February
       7.2 pilot & move to goal of finding 5 students by April
           for six month evaluation appointments
       7.3 re-evaluate wrt. scaling this up by libocon 2020
   8. Enable the creation of an effective TDC organization
       8.1 complete negotiation of TM agreement by May
       8.2 align marketing with TDC
       [ note renumbered from conflict with campus amabassadors]

3. Take over Document Freedom Day campaign by TDF (Franklin, 10min)

  Rational: discuss take over, checking about consensus to do, next steps (vote via email?)
  - Lothar: asked to explain
  - Franklin: when raised this topic was urgent. Actually takes place last Wednesday of March (March 26).
  - Franklin: no one takes care of the website. DFD is an important part and mission of TDF. Proposal is to take control over DFD, belongs to FSFE. Proposal is TDF to take control over the campaign.
  - lead and encourage more communities to celebrate events about document freedom, collect their events and have a report of that
  - was discussed in the marketing meeting, people supportive
  - for this year just post a blog about DFD to encourage others
  - contact FSFE wrt. DFD domain, so from next year on we can actively run a campaign
  - also mentions ODF Advoacy project
  - TDF in a good position to have such a campaign
   - feedback
     - Gabriele: last year looked like this thing is likely forgotten, this year due to Corona likely no events anyways, take care of in the future
     - Sophie: agrees, important event
     - Lothar: prepare to do it next year
     - Gabriele: prepare internal presentation
     - Sam Tuke: I think SFI have complete control in recent years, not fsfe. Not sure about the domain specifically. Also as ex campaign manager of DFD years ago let me know if I can advise on anything in future
     - Lothar: bring all together to prepare for next near

4. Status quo about Pending Actions (Lothar 5min)

A.2020-01-30.NC get an estimate on template creation cost A.2020-01-30.MM get an estimate on template code work A.2020-01-30.TB setup ESC call/discussion on OOXML improvement A.2020-01-30.FE estimate costs of Campus Ambassador programme Update bank warrants -> Florian [waiting for Berlin representation statement before]

  Rational: clarifying todos, timeline
   -Nicolas: main idea is to start project to create shiny and high quality templates
   -Lothar: have to end private call because of Jitsi issues...; sorry for the bad connection and the issues, will look into fixing this problem for the next call

Public part ends 13:29 Berlin time.

Minutes 2020-02-28

The Document Foundation
Board of Directors Meeting 2020-02-28
Meeting Minutes

Date: 2020-02-28
Location: Jitsi

Session chair: Lothar Becker
Keeper of the minutes: Michael Meeks

In the meeting: Lothar (Chair), Franklin (Deputy Chair), Michael (Board), Daniel (Board), Thorsten (Board), Emiliano (Board), Cor (Board, from 13:10 on); Paolo (Deputy), Nicolas (Deputy); Florian (ED), Stephan (AA); Marco, Dennis, Simon, Ilmari, Brett, Guilhem, Eliane, Sophie, Gabriele

Representation: None

Chairman of the Board is in the meeting. One of the Chairman 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 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.

The meeting commences at 13:02 Berlin time.

Agenda:

Public part:

1. Q&A: Answering Questions from the community (Lothar and Franklin, max. 30 minutes)

  Rationale: Provide an opportunity for the community to ask questions to the new board and about TDF.
  Questions Eliane via e-mail:
      - Why new company will be located in UK?
      Simon: Could be incorporated anywhere, not doing cross-border trade
             dealing with MS & Apple.
             so most important issue - is staff employment
             most likely to be commercial marketing, contract, project management roles
                will need to work in an office with CEO of TDC
             wherever its CEO lives - will need to be the place it is incorporated
             so can work under local employment law with them.
             Current proposal is to have Simon as CEO, so makes sense to be in the UK
           UK have Community Interest Company (CIC)
              + registered to serve the interests of a specific community
              + allows TDC to serve the LibreOffice community without being owned
           Reason not wanted to be a subsidiary
              + TDF has a broader role than just this
              + Legal, regulatory and other risks could apply
              + and so can insulate TDF from liability in a way
                that ownership & control would not.
           Question of how to - communicating needs of TDF -> TDC ?
              + handle money from app-stores & spend it on LibreOffice
              + amount of operations money is smallish
              + code contributions would have to go through stock ESC approval
              + if there is a cash surplus - needs to be donated to TDF
              + regular input from TDF should not be necessary to do this.
           UK: CIC - can state in incorporation - surplus is donated to TDF
              + without having formal ownership & so direct liability
           If TDF is not part of TDC (Dennis)
              + Version 0.4 of the paper - was a note, that TDF controls TDC indirectly
              + is that no longer a part of this ?
              + That is still there (Simon)
                  + but this is done through a non-ownership approach.
                  + rights to appoint director, and share ownership would be seen as control
                  1. company is a guarentee company: limited liability
                      + a group of members - pay a small sum in the case of it going wrong
                      + those members - can appoint initial directors.
                      + also entitled to add/remove them in the future.
                      + members in control of directors if they choose to be.
                      + initial members: steering committee TDF put in place.
                      + will continue to appoint people to that body to steer it.
                  2. Branding is vital to TDC
                      + LibreOffice has that brand recognition for >200m people
                      + so being able to act as the exclusive agent for TDF in app-stores
                        is a very significant element here.
                      + without this right, TDC would struggle to function
                      + so TDF can put rules & controls in the TM agreement to ensure
                        that the brand is correctly used.
                  So - the combination of the purpose of the CIC - to serve the LibreOffice community,
                  and the TM agreement - gives TDF the ability to direct the overall direction
                  without becoming the formal owner.
           Statutes of CIC ? Dennis)
               + there will be written - that BoD members are elected from TDF board ?
               + No; keen indeed, to avoid the perception of ownership by TDC (Simon)
                  + anticipating that the TM agreement provides safety for TDF
           Process is underway, articles are drafted & definition of community (Simon)
               + at the tail end of discussing that with Michael, Thorsten, Uwe, Nicolas
               + hoping we can make that available to TDF members
               + can see CIC36, and INO1 form, and articles of association
               + not going to find written explicit control by TDF
                   + because it's not good for TDF
               + implicit control
           If TDC does something bad ? (Dennis)
               + expect TM license to have unilateral revocation on 30 days
                 notice by the TDF board (Michael)
                   + and this is highly effective
               + if it goes wrong, TDF has authority to withdraw this (Cor)
                   + no real rules around this.
                   + but important for both parties to co-operate
                   + so can expect clear communication around difficulties
                     ensure that they understand each other well
               + expect the TM license to be like the other ones TDF has (Simon)
                   + but with 30 day notice, and at the Board's discretion
                   + so eg. can withdraw CIB's license at 1 days' notice.
           Gabriele's microphone not working
               + also use board-discuss@ list for questions (Lothar)
               + a concern wrt. cash-flow wrt. funds to work on code (?)
           Concern wrt. having same people in both boards (Gabriele)
               + will not be the case, TDC - a commercial board with no
                 overlap with TDF
               + anticipate having a paid board incl. a lawyer, financial
                 controler & a S/W business background
               + not drawn from TDF board.
           Lots of questions (Paolo)
               + would like to see articles of incorporation
               + but heard members - who can influence direction
               + who are the members, and how to become one ?
                  + seems like anyone could become members
               + a straightforward company limited by guarentee (Simon)
                  + we can define who can become a member in the articles
                  + its not open membership
                  + the BoD has to approve each membership
                  + using the model articles for a CIC with a large membership
                  + basically ~unchanged - so it is easiest to approve by regulator
                  + will let the directors decide who the members are.
               + if want to become a member - let directors decide ? (Paolo)
                  + if I become a member can decide what directors do
                  + 'member' has a specific legal meaning: (Simon)
                     + share the liabiltiy if the company is wound up
                     + before incorporates: subscribers, afterwards members
                     + to become one - agree to share liabilty, and ask BoD to
                       approve of what's going on there.
               + I think that for the survival of the project, donations answer (Eliane)
                  for themselves. So who exactly is interested in the TDC project?
                     + read that as "who is interested in it?" (Thorsten)
                        + outgoing board, and so far incoming board is interested
                        + we need something like TDC, which complements what TDF can do
                        + a shared understanding with old & new boards around TDC
                     + read that as "surely all TDF needs is donations ?" (Simon)
                        + donations depend on users downloading the S/W
                        + this looks like it is becoming harder for all users
                        + future looks like "Windows 10S"
                        + donations come from downloads - so without the,
                        + TDF has to spend against its mission
                        + and this has proved extremely challenging.
                        + each BoD has talked on how to invest donations in
                          improving LibreOffice
                        + TDC is one vehicle to keep us spending money on S/W
       + will have other meetings in future (Lothar)
          + thanks - particularly to Eliane who asked the question & triggered this !
          + perhaps think about use of Jitsi for next time: >20 participants.

2. Discuss: Areas of oversight (Lothar and Franklin, 5 minutes)

  Rationale: Fill in the missing names (marked with ***) and agree on the final list. Final vote then via e-mail.
  employees: Michael Meeks, Thorsten Behrens, Lothar Becker
  infrastructure: Franklin Weng, Emiliano Vavassori
  QA: Cor Nouws, Nicolas Christener
  documentation: Daniel Rodriguez, Emiliano Vavassori
  native language projects, translation, marketing, non-English QA activities etc: Franklin Weng, Daniel Rodriguez
  certifications and other business development activities: Franklin Weng, Lothar Becker
  development & releases including schedules: Michael Meeks, Nicolas Christener
  license: Michael Meeks, Thorsten Behrens
  events: Cor Nouws, Paolo Vecchi, Emiliano Vavassori
  affiliations, e.g. advisory board, peer foundations, politics: Nicolas Christener, Lothar Becker, Paolo Vecchi
  marketing, communication & design: Cor Nouws, Franklin Weng, Daniel Rodriguez
  assets, finance: Thorsten Behrens, Cor Nouws, Lothar Becker
  contracts, hiring, taxes, legal compliance, GDPR, trademarks and brands: Lothar Becker, Paolo Vecchi, Michael Meeks

3. Discuss: Changes to Rules of Procedures for the new board (Michael, 10 minutes)

  Rationale: trying to reduce mail volume by speeding up voting procedure on consensual topics. Final vote then via e-mail.
  Proposal: topics not on the board agenda 72 hours in advance can still be voted on in board meetings - but in the event that a board member later wishes to alter their vote, or a non-present member needs more information they can vote to defer the decision by e-mail in the next 72 hours. Such decision to then be taken in the next scheduled board, and such item to be considered to be on the agenda for that board meeting.
  + for example the previous item - lets avoid 10x mails & hassle (Michael)
  + so if someone complains in 72 hours we re-reach consensus
  + if some substantial changes are made in a call (Thorsten)
     + or if a proposal is not brought to the BoD before the meeting
     + people do need time to grok that.
     + a useful measure - in a diverse board -
       people can read at a leisurly pace, think it through.
     + 72 hours delays things.
        + its only for things not on the agenda in advance (Michael)
            + so no delay.
   + wasting time to vote in BoD call (Emiliano)
       + doing it later via E-mail is better.
   + no major issue - esp. if agree something is urgent (Paolo)
       + or has a small impact, all in a meeting and agree on something
       + then agree - just do it, and that's it.
   + suggest lets see how thigns are working with the new board (Thorsten)
       + re-visit in 3 months time.
       + see how it is working.
       + if full BoD is present - can fix problem that its'
         not on the agenda and can vote it through.
       + concerned to codify something leading to rushed decisions.
   + what is the concern wrt. last-minute topics ? (Cor)
       + 1st one to speak up & say need to think about it.
   + happy to defer if people actually vote by E-mail (Michael)
   + will ensure we look at this again in 3 months (Lothar)

4. Discuss: Minutes and information from the board to the bodies (Emiliano, 5 minutes)

  Rationale: Discuss about and finding two or three board members for defining a workflow and the mechanisms to share the minutes with TDF‘s bodies and the general public. This Workflow proposal to be discussed via e-mail or during the next board meeting.
  + suggest strenuously avoiding having private board meetings (Michael, Thorsten)
      + unless there is a good reason for those
      + proposals tabled in the meeting itself,
        with no advanced notice - terrible style
  + Emiliano, Thorsten and Florian will conduct a concrete proposal for that to the board

Public meeting ends 13:50 Berlin time.

Lothar Becker (Session chair)
Michael Meeks (Keeper of the minutes)

Minutes 2020-01-17

The Document Foundation
Board of Directors Meeting 2020-01-17
Meeting Minutes

Date: 2020-01-17
Location: Jitsi

Session chair: Björn Michaelsen
Keeper of the minutes: Michael Meeks

In the meeting: Björn (Board), Michael (Board), Thorsten (Board), Cor (Board), Simon (Deputy), Kendy (Deputy); Emiliano (new board), Daniel (new board), Nicolas (new board), Lothar (new board), Paolo (new board); Florian (ED)

Representation: Simon for Marina

Deputy Chairman 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 14:06 Berlin time.

Agenda:

Public part:

1. Discussion: FOSDEM (15 min.)

   + Other ideas ?
   + Proposal for new board to adopt (Simon)
       + start of every meeting - declaration of CoI for agenda.
       + starting with the TDF board - include an opportunity for directors present for items on the agenda.
       + for the new board to decide.
       + last week actually saw one declared
       + never a dispute later about declations
       + makes sense to vote when new BoD is in-place (Bjoern)
   + no other comments.
   + Before / after lunch
       + retrospectives on the project etc.
       + hope to have this as a collaborative round-the-table
       + good idea to have some ideas about your oversight areas
       + link here: https://wiki.documentfoundation.org/TDF/BoD_rules#Decision_making_and_responsibilities

AI: + schedule: Thur. evening BoD dinner (Florian/Italo)

       + can continue discussions over dinner
       + different tone & environment to continue things (Simon)
           + a great place to resolve disputes / complexities
           + board only, and required
       + cheese & wine place near the Bourse (?) - https://lafruitiere.business.site/

2. Discussion: "appoint Sophie as new CoC contact person" (15 min.)

   + suggest we vote on this now (Michael)
       + thought the meeting was last week wrt. advanced notice.
       + existing rules of procedure have 3 days of notice (Thorsten)
       + prevents blind-siding of non-native speakers (Bjoern)
   + Vote: "appoint Sophie as a new CoC contact person"
       + unanimous approval from everyone.
   + Announce & thanks for Bubli:
       + how urgent is this ? (wondering if this needs a proper PR before FOSDEM) (Bjoern)
       + done by publishing the minutes (Thorsten)
   + The Board wishes to thank 'Bubli' Behrens for all of her hard work on CoC issues over many years, and her service in
     this role.
   + Should we advertise the CoC around FOSDEM ? (Simon)
       + in opening-statement for Devroom / Hackathon ? (Bjoern)
           + seems reasonable.

Public meeting ends 14:25 Berlin time.

Björn Michaelsen (Session chair)
Michael Meeks (Keeper of the minutes)