Hello,
find attached the meeting minutes from the BoD meeting on February 22nd.
Sorry for the long delay.
This message is to be archived by the BoD and its deputies.
Florian
The Document Foundation
Board of Directors Meeting
Call Minutes
Date: Wednesday, February 22nd, 2012
Location: Phone conference room
Keeper of the minutes: Andreas Mantke (Board of Directors Deputy)
Session chair: Florian Effenberger (Chairman of the Board)
Attending: Andreas Mantke (Board of Directors Deputy), Florian
Effenberger (Chairman of the Board), Thorsten Behrens (Deputy Chairman
of the Board), Olivier Hallot (Board of Directors), Charles Schulz
(Board of Directors), Michael Meeks (Board of Directors), Italo Vignoli
(Board of Directors), Björn Michaelsen (Board of Directors Deputy),
Simon Phipps (Membership Committee), Norbert Thiebaud (Membership Committee)
Representation: None. No representative represents more than one person.
Chairman of the Board and Deputy Chairman are in the call. One of them
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 invitation to the call has been in time, fulfilling all formal
requirements.
The call is quorate.
From now on, a quorum can be reached with a simple majority of 4 votes.
1. Regular meetings of the Board of Directors
Request: Florian requests that the Board of Directors will meet every
two weeks on Wednesday via phone, beginning today, at 1600 UTC. The
agenda will be available at the appropriate wiki page. All members of
the Board of Directors and everyone interested is invited to join the calls.
Result of vote: 6 approvals, 0 neutral, 0 disapprovals.
Decision: The request has been accepted and counts as invitation to
future calls.
2. Accounting
Discussion: Thorsten will take care of the accounting for TDF. He will
get in touch with Thomas Krumbein from the German association to discuss
the transfer of the bank accounts, which are hold in trust for TDF.
3. Registered office
Discussion: The registered office of the Document Foundation will be in
Zimmerstr. 69, 10117 Berlin, Germany. Florian has send out the signed
contract today.
4. Investment of the capital stock
Discussion: Björn will send a request for an investment proposal to
different banks in Germany, preferably with environmental-friendly options.
5. Budget
Discussion: Florian will update the budget. It will be made public as
soon as it is in a stable draft.
6. EU fundings
Discussion: Charles and Florian will evaluate options for fundings of
the European Union, to support the efforts of The Document Foundation.
7. Thank you letter to authorities
Discussion: Florian will draft a thank you letter for the authorities
and send the draft to the list for approval.
8. VAT number
Discussion: Thorsten will evaluate whether we need a VAT number.
9. Travel refund policy
Discussion: Although TDF currently has no funds for travel refund, a
policy is needed. Italo will work on a draft, and Thorsten will evaluate
this from a fiscal point of view.
10. Rules of procedure ("Geschäftsordnung") and Community Bylaws
("Community-Satzung")
Discussion: Charles has created a draft for both, which TDF needs in
addition to the statutes, and will send a draft to the mailing list.
11. CAcert Organization Assurance
Discussion: Thorsten and Florian are working on this tasks.
12. Official letterhead
Discussion: Thorsten will create an official letterhead for TDF.
13. Bank account warrant
Discussion: Only a handful of bank warrants should be issued, out of
practical reasons. Florian proposed to give such a warrant to the four
German-speaking members of the Board of Directors, being Thorsten,
Florian, Björn and Andreas. All other members should be regularly
updated with bank statements. Voting on this item has been postponed to
the next call.
14. Chart of the decision workflow
Discussion: Andreas will work on a graphical explanation of the TDF
decision workflow soon, after CeBIT.
15. Representative for the trademarks
In the meantime, Caolan McNamara has joined the call at 16:11 UTC.
A total of 7 Board of Directors members are now attending the call.
The call is still quorate.
From now on, a quorum can still be reached with a simple majority of 4
votes.
Request: Michael Schinagl should serve as TDF's official representative
for the trademark office.
Result of vote: 7 approvals, 0 neutral, 0 disapprovals.
Decision: The request has been accepted.
16. Donation confirmation
Discussion: Thorsten will work on a donation confirmation for donors in
accordance with fiscal requirements.
17. English translation of the statutes
Discussion: Thorsten and others have been working on a translation of
the German statutes into a non-binding English version. He asked for
feedback from natives speakers to improve the draft.
18. Membership at the German head association of foundations
("Bundesverband deutscher Stiftungen")
Request: The Document Foundation will become a member of the German head
association of foundations ("Bundesverband deutscher Stiftungen"). Costs
are 150 EUR per year.
Result of vote: 7 approvals, 0 neutral, 0 disapprovals.
Decision: The request has been accepted.
19. Phone and fax line
Request: The Document Foundation will order a phone and fax line from
sipgate, with a price of 20 EUR per month.
Result of vote: 7 approvals, 0 neutral, 0 disapprovals.
Decision: The request has been accepted.
20. Creating the Advisory Board
Request: The Advisory Board will be created with the following members:
Google, SUSE, Red Hat, Freies Office Deutschland e.V., Software in the
Public Interest and the Free Software Foundation.
Result of vote: 7 approvals, 0 neutral, 0 disapprovals.
Decision: The request has been accepted.
21. Engineering Steering Committee
Request: The Engeneering Steering Committee will be created with the
following members: Andras Timar (localization), Michael Meeks and Petr
Mladek of Novell, Caolan McNamara and David Tardon of RedHat, Björn
Michaelsen of Canonical, Michael Natterer of Lanedo, Rene Engelhard of
Debian, the independent contributors Norbert Thiebaud and Rainer
Bielefeld (QA).
Result of vote: 7 approvals, 0 neutral, 0 disapprovals.
Decision: The request has been accepted.
22. Hosting for Freies Office Deutschland e.V.
Request: TDF will host the infrastructure of the German nonprofit Freies
Office Deutschland e.V. free of charge. Domain names have to be paid
directly by the nonprofit.
Result of vote: 7 approvals, 0 neutral, 0 disapprovals.
Decision: The request has been accepted.
Meeting minutes approved:
Andreas Mantke, Keeper of the minutes
Florian Effenberger, Session chair
--
Florian Effenberger <flo...@documentfoundation.org>
Chairman of the Board at The Document Foundation
Tel: +49 8341 99660880 | Mobile: +49 151 14424108
Skype: floeff | Twitter/Identi.ca: @floeff
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