The Document Foundation Board of Directors Meeting 2021-04-23 Meeting Minutes
Date: 2021-04-23 Location: Jitsi Session chair: Lothar Becker Keeper of the minutes: Stephan Ficht In the meeting: Board - Emiliano Vavassori, Thorsten Behrens, Lothar Becker, Michael Meeks, Cor Nouws, Franklin Weng Board Deputies - Nicolas Christener, Paolo Vecchi Membership Committee - Membership Committee Deputies - Uwe Altmann Team - Sophie Gautier, Florian Effenberger, Stephan Ficht, Guilhem Moulin Community - Simon Phipps Representation: Paolo for Daniel 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. Public Part 1. Q&A: Answering Questions from the community (All, max. 10 min) Rationale: Provide an opportunity for the community to ask questions to the board and about TDF. + any questions? (Lothar) + sent new version of vision statement three weeks ago to all board members (Uwe) "Next decade manifesto: Result of the meeting 31.3." - 05.04.21, 10:16 Message-ID: <ae172a90-154e-6dc1-d929-4dd7e315e...@libreoffice.org> + up to now no response at all + did you get this mail? + email received (Thorsten) + just wanted to be sure that email arrived (Uwe) + email not received (Paolo) + waiting for decision from the board + got email an have to organize an answer (Lothar) + please send again to be sure to have the right one 2. Inform&Discuss: Status of annual filings and report (Florian, all 5min) * Status and feedback so far, deadline for feedback, initializing or running vote on it Rationale: We have filings and reports in public, so let's discuss in public first. We can move to private if needed. * financial report finalized * English activity report finalized * German activity report in final proofreading/review (Florian) * vote for approval sent to directors@ -> Please vote, it runs until tomorrow, 16:22 Berlin time (14:22 UTC) * Florian to handle the filings then + doing the final bits and pieces (Florian) + finalizing the Annual Report + english version is finished already 3. Inform&Discuss: Status of FSF temporary suspension from the advisory board (Lothar, Florian, all 5min) + the board has discussed the matter, and concluded that at this time no further action is warranted + the topic is to be reviewed again in about 6 weeks 4. Discuss: Business entity (Thorsten, Uwe, Lothar, Florian, all 15min) * first meeting with attorney, summary and discussion, further steps, further help from attorney * Two existing proposals in https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq - Germany and Luxembourg Rationale: We asked the public to send proposals, so let's discuss in public first. We can move to private if needed. + had call with attorney (Lothar) + just give some details (Thorsten) + then go to private if necessary + two options, German and Luxembourg entity (Florian) + TDF investments must have a perspective of generating revenues + need to find out how SIS can do that, thing seem easier for GmbH + needs clarification + questions on parameters and some fundamental questions raised + good conversation with the attorney (Lothar) + very helpful to have them with us + seconded (Thorsten, Uwe) + strongly recommended to talk with authorities in advance (Uwe) + will need a tax attorney for that + get written statement + would be nice to have proper answers from German Ministries/Authorities (Paolo) + as for the Luxembourg proposal. + any questions? (Lothar) Public meeting ends at 13:18 Berlin time. Private Part 5. (optional) Discuss: Business entity (Thorsten, Lothar, Florian, all time incl. see above) 6. (optional) Discuss: Status of annual filings and report (Florian, all time incl. see above) 7. (optional) Discuss: Status of FSF temporary suspension from the advisory board (Lothar, Florian, all time incl. see above) 8. Inform&Discuss: Informing and Discussing about the idea to involve a company as new member in the advisory board (Lothar, Florian, all 5min) Rational: Informing and discussing open questions and further process reason why in private: preliminary idea, names with it 9. Discuss&Plan: (Status of) Hiring a development mentor (Lothar, Nicolas, Florian, all 5min) Rational: Informing and discussing open questions and further process reason why in private: Human resources 10. Discuss&Plan: Status of 2021 Running and planed tenders, tender framework (Florian, Lothar All 10min) Rationale: inform about preliminary status view of running and planing for next tenders according to tender framework searching for proposals of persons for tender roles reason why in private: confidential items (like names, preliminary status view, fiscal issues, timeline) Private meeting ends at 13:58 Berlin time. Lothar Becker (Session chair) Stephan Ficht (Keeper of the minutes) -- Stephan Ficht, Administrative Assistant Tel: +49 30 5557992-64 | Mail: stephan.fi...@documentfoundation.org The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts Legal details: https://www.documentfoundation.org/imprint -- To unsubscribe e-mail to: board-discuss+unsubscr...@documentfoundation.org Problems? https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: https://wiki.documentfoundation.org/Netiquette List archive: https://listarchives.documentfoundation.org/www/board-discuss/ Privacy Policy: https://www.documentfoundation.org/privacy