TDF/BoD Meetings/2018

Minutes 2018-10-12

The Document Foundation
Board of Directors Meeting 2018-10-12
Call Minutes

Date: Friday, October 12, 2018
Location: Jitsi

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

In the call: Marina (Board), Kendy (Deputy), Florian (ED), Björn (Board), Heiko (Community), Thorsten (Board), Cor (Board), Michael (Board), Simon (Deputy)
Representation: Kendy for Eike

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

The Board of Directors at time of the call consists of 7 seat holders without deputies. In order to be quorate, the call needs to have 1/2 of the Board of Directors members, which gives 4. A total of 6 Board of Directors members are attending the call.

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

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

The meeting commences at 14:06 Berlin time.

Public part

1) Budget for hackfest: https://wiki.documentfoundation.org/Hackfest/Muenchen2018 (Thorsten)

   + Largely German speaking community signed up

   + plenty of money left in both marketing & community budgets

   + some Germans, couple of Albanians,

   + Eur 4k should be enough for travel.

   + do we need to vote >Eur 5k (Michael)

   => vote to approve Eur 4k from community budget for Munich hackfest

      for travel/accomodation for volunteers

      + approved unanimously.

2) Late-addition: FOSDEM meeting schedule (Florian)

  * rooms reserved 30.1-1.2. and 4.2.-6.2., need to decide; also some dinner planned (likely on 2.2.)

  + 2 options for board + other meetings.

      + for days beforehand and also after.
      + Franklin requests before - to avoid Chinese new year.

  => decided to book this 2 days before.

  + what's the dev-room story ? AOO claim they applied too ... (Thorsten)

      + so did we.

  + booth deadline coming up too (?)

      + is Nov 2nd. (https://fosdem.org/2019/news/2018-08-10-call-for-participation/)

      + Marina to poke Daniele La Camera.

3) Discuss: LibreOffice Online for other organizations (Simon)

   + missing Simon; defer to later in the call.

   + driving currently.

   + put slides on the agenda, but no desparate need to dig in again.

   + should we proceed to offer this to OSI ?

   + checked with Patrick - excited to be help that out

   + invite them to have a TDF serviced instance

   + Guilhelm - to help out hosting for them on their own site.

   => do this, try it out with OSI for some months 3-6 & see how it went

   + potentially extend this in future after that, possibly for a charge.

Public call ends 14:20 Berlin time.

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

Minutes 2018-08-31

The Document Foundation
Board of Directors Meeting 2018-08-31
Call Minutes

Date: Friday, August 31, 2018
Location: Jitsi

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

In the call: Simon (Deputy), Florian (ED), Eike (Board), Michael (Board), Thorsten (Board), Björn (Deputy Chairman), Cor (Board)

Representation: Simon for Marina

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

The Board of Directors at time of the call consists of 7 seat holders without deputies. In order to be quorate, the call needs to have 1/2 of the Board of Directors members, which gives 4. A total of 6 Board of Directors members are attending the call.

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

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

The meeting commences at 14:07 Berlin time.

Public agenda:

1. Discuss: LibreOffice in Microsoft App Store (Michael)
How we can get LibreOffice in the Microsoft App Store.

+ Options: (Michael)
+ external company to do it.
+ TDF non-profit -> for free.
+ TDF for-profit -> as the bits there.
=> neither C'bra nor CIB would say no to running it
+ no price tag -> donation starvation in the long term (Michael)
+ looking for an external / new company (Michael)
+ Italo's friends -> not C++ developers etc.
+ existing people -> C# ...
+ approached both, neither confident with C++-ness
+ Windows S - can't get there without this (Thorsten)
+ if incorporate into build-process, run with it.
+ leave open question on app-store bits etc.
+ if unhappy with signing that - re-visit.
+ even if free for now - can change to donations in future.
+ in Google app store - have something (Florian)
+ want to avoid perception of being an enterprise product (Michael)
+ shared concern wrt. marketing text to sell stuff (Thorsten)
AI: + ok to have Cloph look into this initially - estimate effort etc.
+ in an ideal world - having a developer populated package team - part of TDF staff would be smart (Simon)
+ if we have a legacy given to us or something.
+ where it fits into business - with branded versions - unclear
+ an installable binary for today's population
+ no problem with any of this - as long as TDF focus on consumer (Michael)
+ agreed with concerns here (Thorsten)
+ what about LibreOffice Consumer from TDF (Simon)
+ and LibreOffice Ent (from partners)
+ also concerned wrt. the funding problem in future (Simon)
+ issues we have scarce resources for packaging (Bjoern)
+ could we pit MS vs. Apple vs. Android
+ what should our release managers work on - to vote.
+ makes it clear it costs stuff.
+ prefer to script the heck out release, binary creation (Thorsten)
AI: + lots of time spend on releasing currently - find ways of reducing it (Cloph)
+ key is sustainable funding (Simon)
+ want to steer people to regular donations / subscriptions.
+ can offer a patch updater without a download store.

Public call ends 14:43 Berlin time.

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

Minutes 2018-08-17

The Document Foundation
Board of Directors Meeting 2018-08-17
Call Minutes

Date: Friday, August 17, 2018
Location: Jitsi

Session chair: Marina Latini
Keeper of the minutes: Florian Effenberger

In the call: Thorsten (BoD), Italo (Marketing), Florian (ED), Marina (BoD), Kendy (Deputy), Cor (BoD)
Representation: Kendy for Björn

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

The Board of Directors at time of the call consists of 7 seat holders without deputies. In order to be quorate, the call needs to have 1/2 of the Board of Directors members, which gives 4. A total of 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 call is quorate and invitation happened in time. From now on, motions can be passed with the agreement of a simple majority of those remaining present. The majority threshold is currently 3.

The meeting commences at 14:06 Berlin time.

In-person board meeting during LibOCon
Monday, September 24, 1000-1800 in Tirana

iCal invites have been sent, concrete venue address to be determined, We should start collecting agenda items, Marina or Björn to send out the invitation w/ agenda the latest two weeks before the meeting (i.e. the latest Sunday, September 9!)

Public agenda:

1. Discuss: Membership committee elections (Thorsten, Florian)
Status of the membership committee elections and encouraging people to stand, plus reminder e-mail to tdf-members. Nomination period ends August 27.

currently we have 7 candidates
nine needed (5 plus 4)
two more expected, perhaps one or two more from DE community
no issues expected with affiliation limits
Marina to send reminder email to members

2. Discuss: LibreOffice in Microsoft App Store (Michael)
How we can get LibreOffice in the Microsoft App Store.

leave space for companies would be good (Thorsten)
if there's engineering effort to be spent
that said, in this case, seems pretty trivial to do that, so TDF could easily do that as part of the release process

+ but preferrably not the direction TDF should take (Kendy) + Thorsten concerned, in five years from now app stores might be used much more than now

keep on the agenda for the next call when Michael is there, as he has run the communication on this
no immediate need for action; inital publisher was told we reply ~September, app not available in the Windows Store for the time being
maybe discuss larger topic (strategy) during LibOCon in-person meeting (Thorsten)
but let's not delay this topic until we've reached agreement on wider strategy (Cor)

Public call ends 14:24 Berlin time.

Marina Latini (Session chair)
Florian Effenberger (Keeper of the minutes)

Minutes 2018-07-20

The Document Foundation
Board of Directors Meeting 2018-07-20
Call Minutes

Date: Friday, July 20, 2018
Location: Jitsi

Session chair: Jan Holešovský (Deputy Member of the Board)
Keeper of the minutes: Florian Effenberger (Executive Director)

In the call: Franklin Weng (Member of the Board), Thorsten Behrens (Member of the Board), Cor Nouws (Member of the Board), Florian Effenberger (Executive Director), Michael Meeks (Member of the Board), Jan Holešovský (Deputy Member of the Board)
Representation: Jan Holešovský represents Marina Latini

Chairwoman of the Board is represented. 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 call is quorate and invitation happened in time. From now on, motions can be passed with the agreement of a simple majority of those remaining present. The majority threshold is currently 3.

The meeting commences at 14:06 Berlin time.

Public agenda:

1. Discuss: Trademark license (Florian)
Review of the trademark license ahead of the annual renewal round, to agree on possible updates that are acknowledged by the board.

   + would like to get this polished up, review from eg. Simon
   + have some collected feedback; and differences in licenses.
   + prefer to move renewal time to 2 years from 1 to save admin
   + should include a sunset period too.
   + please provide just one red-line & one template (Thorsten)

2. Discuss: Public communication (Florian)
We've introduced the tdf-internal mailing list and also have board-discuss, both little used. How can we improve the public communication from board, MC and team?

   + plan to review the list traffic -> which is nearly zero.
   + list has 90 subscribers - but it is rarely used.
   + 3 mails since its incorporation in March; tdf-core in January had 55 mails; bod@ in June 100+ mails
   + planned to have more communication to the outside.
   + don't think it failed; same as core list (Thorsten)
       + discussion before list was setup - voices said more about culture (Cor)
          + and helping how people behave.
          + hard to improve our behavior, needs planning.
       + just because nothing went there is not bad (Thorsten)
          + may have gone to public list etc.
   + not the proposal to go back to tdf-core (Florian)
        + proposal is not to go back to tdf-core.
   + now sending ESC pre-agenda & invite to public dev list (Thorsten)
        + worth doing, but no spike in attendance (Michael)
            + people will always complain, not read mail, not come to calls.
   + well worth inviting interested individuals to calls (Thorsten)

The public call ends 14:20.

Jan Holešovský (Session chair)
Florian Effenberger (Keeper of the minutes)

Minutes 2018-04-13

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

Date: Friday, April 13, 2018
Location: Jitsi

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

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

Representation: Jan Holešovský for Cor Nouws

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

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

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

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

The meeting commences at 14:05 Berlin time.

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

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

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

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

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

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

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

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

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

The public call ends 15:00 Berlin time.

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

Minutes 2018-03-16

Date: Monday, March 16, 2018
Location: Jitsi

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

In the call: Thorsten, Björn, Franklin, Marina, Florian, Michael, Simon, Eike, Cor, Kendy - Regrets: Osvaldo

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

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

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

The meeting commences at 14:03 Berlin time.

Public part:

1. Discuss: 2018 budget, projects and reserve building (Florian)
We need to finalize the 2018 budget and reserve building, cf. the shared spreadsheet.

deadline for agreeing on budget: April 13
spreadsheet updated
orange marked items have some flexibility
some items approved
ranking sheet updated
AI everyone: please 1. add items that are missing 2. rank
maybe have an extraordinary board call to nail down details ?

=> move on & do the ranking - ideally in the next week. + put number 1 - low, 100 high; don't re-use the number.

+ NLP collected proposals wrt. events etc. for budgeting + all inside the marketing / community budget. + ESC - budgeting may miss the budget deadline (Michael) + propose bin new ESC items this cycle unless startlingly cheap & good. AI: + update the sheet with what we have next week (Thorsten) + would like to finalize by April 13th (Florian)

2. Vote: Areas of oversight and responsibilities (Marina)
We need to update https://wiki.documentfoundation.org/TDF/BoD_rules#Decision_making_and_responsibilities

The following is the updated version discussed during the previous meeting. Please, read carefully the proposal and confirm your availability.

employees: Michael, Thorsten
infrastructure: Franklin, Kendy
QA: Cor, Marina
documentation: Marina, Kendy, Osvaldo
native language projects, translation, marketing, non-English QA activities etc: Franklin, Osvaldo
certifications and other business development activities: Franklin, Marina
development: Michael, Eike
license: Simon, Michael
releases including schedules: Michael, Björn
events: Cor, Björn
affiliations, e.g. advisory board, peer foundations, politics: Björn, Simon
marketing, communication & design: Cor, Franklin
assets, finance: Thorsten, Cor
contracts, hiring, taxes, legal compliance, GDPR, trademarks and brands: Simon, Eike

Vote to adopt above responsibilities: unanimous.

Public call ends at 15:09 Berlin time.

Next meetings:
No board meeting on Friday, March 30 (public holiday/Good Friday)
. Next meeting Friday, April 13, will be the formal meeting for approval of the annual report, reserve building and budget. All board members should attend if possible.

Fridays bad until the 13th generally; ad-hoc meeting if needed (Florian)

Minutes 2018-02-26

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

Date: Monday, February 26, 2018
Location: Jitsi

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

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

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

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

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

The meeting commences at 14:07 Berlin time.

Public agenda:

1) Vote: Election of Chair and Deputy

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

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

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

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

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

  We need to update https://wiki.documentfoundation.org/TDF/BoD_rules#Decision_making_and_responsibilities

  Proposal to extend one of the roles to include privacy regulations (due to GDPR).

Pending, please fill in your availabilities.

3) Discuss: annual report (Florian)

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

Public call ends at 15:20 Berlin time.

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

Minutes 2018-01-08

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

Date: Monday, January 8, 2018
Location: Jitsi

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

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

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

The Board of Directors at the time of the call consists of 7 seat holders without deputies. In order to be quorate, the call needs to have 1/2 of the Board of Directors members, which gives 4. A total of 6 Board of Directors members or their representatives are attending the call.

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

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

The meeting commences at 14:08 Berlin time.

Public agenda:

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

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

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

Public call ends at 14:28 Berlin time.

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