Re: [board-discuss] How is TDC compelled to keep the user first?

[Thorsten Behrens]

Simon Phipps wrote:
> Dennis wrote:
> > So basical TDC is getting a monopoly on many system, hence the Cannoical
> > example is really perfect.
> >
> 
> I still disagree. TDC is getting temporary agency to act on TDF's behalf
> doing something TDF's board recognises it is very poor at executing. TDF
> could pass that agency to another entity at short notice any time.
>
I agree with Simon. The comparison does not hold. Provisions to make
sure TDC cannot permanently capture LibreOffice on app stores can
easily be put into the TM license.

Cheers, Thorsten

-- 
Thorsten Behrens, Director, Member of the Board
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, Germany
Rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: http://www.documentfoundation.org/imprint



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[board-discuss] Minutes from Board of Directors Meeting 2020-02-28

[Florian Effenberger]

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

   wit

Re: [board-discuss] How is TDC compelled to keep the user first?

[Simon Phipps]

On Mon, Mar 2, 2020 at 10:57 AM Dennis Roczek 
wrote:

> Hi Simon,
> Am 02.03.2020 um 11:02 schrieb Simon Phipps:
>
> On Mon, Mar 2, 2020 at 4:32 AM Brett Cornwall  wrote:
>
>> I believe that Canonical is related here because, like TDC, the proposal
>> appears to be that a for-profit entity be given exclusive rights to a
>> trademark to a supposed community-owned product. Like TDC, Canonical's
>> founding idealized Shuttleworth's pessimism that free software could
>> survive without a for-profit entity as its protector.
>>
>
> That assertion about TDC is also incorrect. Far from the implication you
> make, TDC is being granted only the necessary rights to act as TDF's agent
> in the app stores. Nothing more. TDF still controls the overall LibreOffice
> trademark, and TDF also licenses it to other entities in the ecosystem like
> CIB, Collabora and the retailers of various clothing. The license is
> exclusive *only* *in the app stores*, and that is because TDF will also
> be acting against knock-off apps selling the brand in ways that reflect
> poorly on LibreOffice. Again, the attempt to equate this to Canonical is
> very unhelpful, although your parting shot is illuminating.
>
> But on the other hand you are also saying, that it is getting harder and
> harder to install software (on properterian systems) without the app stores
> and more over you do not have any choise on Windows S or iOS, which is
> correct. From the vendors view it is even logical (earning money, keeping
> the system secure, etc. etc.).
>
> So basical TDC is getting a monopoly on many system, hence the Cannoical
> example is really perfect.
>
> I hope you understand that many in the community do not fear that these
> "decisions" were made in good faith or might be correct at the moment, but
> can lead to "bigger problems" in future (saying 10 or 20 years?).
>

I still disagree. TDC is getting temporary agency to act on TDF's behalf
doing something TDF's board recognises it is very poor at executing. TDF
could pass that agency to another entity at short notice any time. In fact,
if things became any more constrained I would not feel comfortable hiring
staff to work on them.

Further, TDC is incorporating as a legal entity that has to act formally in
the service of its community and has no shareholders so the motivation to
create a post-trading surplus is absent. This is all nothing like Canonical
where Mark was trying to prove he could create a profitable business in
parallel with Ubuntu.

S.

Re: [board-discuss] How is TDC compelled to keep the user first?

[Dennis Roczek]

Hi Simon,

Am 02.03.2020 um 11:02 schrieb Simon Phipps:
> On Mon, Mar 2, 2020 at 4:32 AM Brett Cornwall  > wrote:
>
> I believe that Canonical is related here because, like TDC, the
> proposal
> appears to be that a for-profit entity be given exclusive rights to a
> trademark to a supposed community-owned product. Like TDC,
> Canonical's
> founding idealized Shuttleworth's pessimism that free software could
> survive without a for-profit entity as its protector.
>
>
> That assertion about TDC is also incorrect. Far from the implication
> you make, TDC is being granted only the necessary rights to act as
> TDF's agent in the app stores. Nothing more. TDF still controls the
> overall LibreOffice trademark, and TDF also licenses it to other
> entities in the ecosystem like CIB, Collabora and the retailers of
> various clothing. The license is exclusive *only* *in the app stores*,
> and that is because TDF will also be acting against knock-off apps
> selling the brand in ways that reflect poorly on LibreOffice. Again,
> the attempt to equate this to Canonical is very unhelpful, although
> your parting shot is illuminating.

But on the other hand you are also saying, that it is getting harder and
harder to install software (on properterian systems) without the app
stores and more over you do not have any choise on Windows S or iOS,
which is correct. From the vendors view it is even logical (earning
money, keeping the system secure, etc. etc.).

So basical TDC is getting a monopoly on many system, hence the Cannoical
example is really perfect.

I hope you understand that many in the community do not fear that these
"decisions" were made in good faith or might be correct at the moment,
but can lead to "bigger problems" in future (saying 10 or 20 years?).

Dennis

Re: [board-discuss] How is TDC compelled to keep the user first?

[Heiko Tietze]

It seems to me that TDF hasn't been efficient in fighting against unauthorized 
use of the brand. The app stores are full of "liberoffices". Why not doing this 
by TDC?


On 2 March 2020 11:02:16 CET, Simon Phipps  wrote:
> license is exclusive *only* *in the app
> stores*, and that is because TDF will also
> be acting against knock-off apps selling the
> brand in ways that reflect poorly
> on LibreOffice. 

-- 
Sent from my Android device with K-9 Mail. Please excuse my brevity.

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Re: [board-discuss] How is TDC compelled to keep the user first?

[Simon Phipps]

On Mon, Mar 2, 2020 at 4:32 AM Brett Cornwall  wrote:

> I believe that Canonical is related here because, like TDC, the proposal
> appears to be that a for-profit entity be given exclusive rights to a
> trademark to a supposed community-owned product. Like TDC, Canonical's
> founding idealized Shuttleworth's pessimism that free software could
> survive without a for-profit entity as its protector.
>

That assertion about TDC is also incorrect. Far from the implication you
make, TDC is being granted only the necessary rights to act as TDF's agent
in the app stores. Nothing more. TDF still controls the overall LibreOffice
trademark, and TDF also licenses it to other entities in the ecosystem like
CIB, Collabora and the retailers of various clothing. The license is
exclusive *only* *in the app stores*, and that is because TDF will also be
acting against knock-off apps selling the brand in ways that reflect poorly
on LibreOffice. Again, the attempt to equate this to Canonical is very
unhelpful, although your parting shot is illuminating.

S.

[board-discuss] [DECISION] areas of oversight

[Florian Effenberger]

Hello,

the following decision, which was taken in private on 2020-03-02, is now 
made public in accordance with our statutes.


as discussed in today's board call, the following VOTE is proposed to 
update the areas of oversight as per § 3 of the rules of procedure 
(https://wiki.documentfoundation.org/TDF/BoD_rules).


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


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


A total of 7 Board of Directors members have participated in the vote. 
The vote is quorate.


A quorum could be reached with a simple majority of 4 votes.

Result of vote: unanimous approval, the deputies support the motion as well.

Decision: The request has been accepted.
This message is to be archived by the BoD members and their deputies.

Florian

--
Florian Effenberger, Executive Director (Geschäftsführer)
Tel: +49 30 5557992-50 | Mail: flo...@documentfoundation.org
The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE
Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: https://www.documentfoundation.org/imprint

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