Re: [board-discuss] Agenda for TDF board meeting on Monday, October 31st at 1800 Berlin time (UTC+1)

[Simon Phipps]

Hi Stephan!

OK, one more reply (against my better judgement!)

On Sun, Oct 30, 2022 at 7:52 PM Stephan Ficht <
stephan.fi...@documentfoundation.org> wrote:

>
> Am 30.10.22 um 18:51 schrieb Simon Phipps:
> > In particular the wording of section 2 could lead a reader to the wrong
> > conclusions.
> Everyone can read there [1]:
> "A personal interest is not identical to, but tends to qualify as a
> Conflict of Interest when it *can* result in improper conduct."
>
> My understanding of the word *can* is here: The possibility alone is
> sufficient.
>

I do not read it that way. In that sentence "tends" and "can" go together
and inform us the writer of that phrase felt that personal interest and CoI
were usually the same thing but not always, without giving us any tools to
understand when. The document promises to help us determine which personal
interests conflict with TDF's interests, and the only place a tool for that
exists is in Section 5.3. So the best approach is still to regard 5.3 as
definitive.



> > It's clarified helpfully by Section 5.3 which explains that a personal
> > interest is not an actual/potential conflict of interest until the Board
> > has determined that it is based on the evidence.
> Everyone can read there[1]:
> "The remaining Board of Directors shall determine if a Conflict of
> Interest actually exists, before the Board of Directors takes action."
>
> My conclusion: these two sentences lead straight away to an existing
> Conflict of Interest, right?
>

I would not say so, no - the text says "if" not "that", and that conclusion
is not appropriate unless and until a CoI is determined by the Board.

I would suggest you "look down the telescope the other way" and ask what
the Board's actions (or rather the lack of them) tell us about the
existence of a CoI. Every director is well aware both of the policy and of
every other director's declared interests so it seems safe to use this as
an indicator. Section 5.3 indicates that if the Board has received notice
and neither taken action nor determined the personal interests rise to the
level of a CoI then there is no CoI.


> most Boards on which I have served have assumed by default
> > that directors can be trusted to highlight any case where a declared
> > interest of theirs conflicts with the interests of the organisation in a
> > harmful way.
> Great if that works out.


It has to be worth trying. Endlessly weaponising CoI to exclude TDF's key
contributors is getting tiresome.



>  And to consider what is written there, rather than interpretation.


There are unfortunately no safe direct readings of this document so
interpretation is inevitable. Claiming any reading is plainly correct is
itself an interpretive act.

Cheers

Simon
-- 
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*TDF Trustee*

Re: [board-discuss] Agenda for TDF board meeting on Monday, October 31st at 1800 Berlin time (UTC+1)

[Cor Nouws]

Hi,

Andreas Mantke wrote on 29/10/2022 22:07:


7. Status Report, Discuss: Atticization of Online (tdf-board, 10 mins)
...


because there are four board members with a direct link to the product
Collabora Online (staff of Collabora Productivity or staff/owner of
Allotropia, which has a contract for the distribution of Collabora
Online), there are only three board members without CoI on this topic.


It is interesting that this topic pops up again...
At the time of the decision I've already explained that this topic, the 
process, is about sanity of the code available at TDF (see attic policy 
*). It has nothing to do with presumed blocking of development on LOOL:

no one is blocking anyone on developing anywhere.
Andreas, Paolo (and others) showed great enthusiasm and confidence in 
working on the code base of LOOL. With a little tweak on the proverb, I 
would like to encourage people: "put your energy where the mouth is".


Then, some details really deserve attention on tdf-internal@, that is 
open to all members. I'll continue there.


Cheers,
Cor

*) https://wiki.documentfoundation.org/TDF/Policies/Attic

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Re: [board-discuss] Agenda for TDF board meeting on Monday, October 31st at 1800 Berlin time (UTC+1)

[Stephan Ficht]

Hi Simon,

Am 30.10.22 um 18:51 schrieb Simon Phipps:
In particular the wording of section 2 could lead a reader to the wrong 
conclusions. 

Everyone can read there [1]:
"A personal interest is not identical to, but tends to qualify as a 
Conflict of Interest when it *can* result in improper conduct."


My understanding of the word *can* is here: The possibility alone is 
sufficient.


It's clarified helpfully by Section 5.3 which explains that a personal 
interest is not an actual/potential conflict of interest until the Board 
has determined that it is based on the evidence.

Everyone can read there[1]:
"The remaining Board of Directors shall determine if a Conflict of 
Interest actually exists, before the Board of Directors takes action."


My conclusion: these two sentences lead straight away to an existing 
Conflict of Interest, right?



Since a Board cannot function in a continual atmosphere of accusation
and mistrust

Indeed and very true. I am all with you.


most Boards on which I have served have assumed by default
that directors can be trusted to highlight any case where a declared 
interest of theirs conflicts with the interests of the organisation in a 
harmful way.

Great if that works out.


I strongly suggest TDF's Board follow that practice
I think thus following the actual Conflict of Interest Policy (BoD)[1] 
is a good starting point. And to consider what is written there, rather 
than interpretation.


Best
Stephan

[1] 
https://wiki.documentfoundation.org/images/6/6e/BoD_Conflict_of_Interest_Policy_ver1_3_2.pdf


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Re: [board-discuss] Agenda for TDF board meeting on Monday, October 31st at 1800 Berlin time (UTC+1)

[Andreas Mantke]

Hi all, hi Simon,

and also sorry for another post to correct misleading statements.

Am 30.10.22 um 18:51 schrieb Simon Phipps:

Hi Andreas, (and sorry for a second post here today all)

On Sun, Oct 30, 2022 at 12:40 PM Andreas Mantke  wrote:

sorry for beeing a bit undiplomatic on this topic. But your statements
are not in accordance with the CoI policy of TDF.


The TDF policy

was rushed and drafted in an atmosphere of distrust that prevented a
full review, and has several places where clearer language would be
welcome. The Policy also fails to deal with the full spectrum
of potential personal interests that affect an open source community. 
In particular the wording of section 2 could lead a reader to the
wrong conclusions.  I'll assume those are the reasons why you have
misunderstood it, rather than implying you have not read it.

It's clarified helpfully by Section 5.3 which explains that a personal
interest is not an actual/potential conflict of interest until the
Board has determined that it is based on the evidence. I am not aware
that the Board has determined that any of the five people you keep
accusing of a breach of trust has in fact failed to balance their
personal interests with TDF's interests.

Since a Board cannot function in a continual atmosphere of accusation
and mistrust, most Boards on which I have served have assumed by
default that directors can be trusted to highlight any case where a
declared interest of theirs conflicts with the interests of the
organisation in a harmful way. I strongly suggest TDF's Board follow
that practice and leave accusations of breach of trust as a
rare exception.


it looks like you are not aware of the rules which applies to any
director of a foundation under German law like TDF. If a director has
especially a personal financial or business interest on a topic he could
not act on both sides of the same table. Because it is not possible to
throw away his personal interest she/he had to stay away from any
discussion/decision on TDF side. She/he _has_ a (at least) potential CoI
on that topic and thus is not allowed to act on the side of the foundation.

If she/he will not follow this rule it's a breach of the TDF statutes,
the TDF CoI policy and also of the general regulations.

It's not important how processes are done on organizations you served on
the board, but how things had to be handled within the TDF statutes and
the regulations, which apply for TDF' s place of business.

Regards,
Andreas

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Re: [board-discuss] Agenda for TDF board meeting on Monday, October 31st at 1800 Berlin time (UTC+1)

[Simon Phipps]

Hi Andreas, (and sorry for a second post here today all)

On Sun, Oct 30, 2022 at 12:40 PM Andreas Mantke  wrote:

> sorry for beeing a bit undiplomatic on this topic. But your statements
> are not in accordance with the CoI policy of TDF.
>

The TDF policy

was rushed and drafted in an atmosphere of distrust that prevented a full
review, and has several places where clearer language would be welcome.
The Policy also fails to deal with the full spectrum of potential personal
interests that affect an open source community.  In particular the wording
of section 2 could lead a reader to the wrong conclusions.  I'll assume
those are the reasons why you have misunderstood it, rather than implying
you have not read it.

It's clarified helpfully by Section 5.3 which explains that a personal
interest is not an actual/potential conflict of interest until the Board
has determined that it is based on the evidence. I am not aware that the
Board has determined that any of the five people you keep accusing of a
breach of trust has in fact failed to balance their personal interests with
TDF's interests.

Since a Board cannot function in a continual atmosphere of accusation and
mistrust, most Boards on which I have served have assumed by default that
directors can be trusted to highlight any case where a declared interest of
theirs conflicts with the interests of the organisation in a harmful way. I
strongly suggest TDF's Board follow that practice and leave accusations of
breach of trust as a rare exception.

Regards

Simon
-- 
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*TDF Trustee*

[board-discuss] Proposal of Basic Lobby Activity on Behalf of TDF

[Italo Vignoli]

Following a request made on this list, which I filter (so, I won't read 
messages which are sent just to this list), this is the email I have 
sent to the Board of Directors.


---

In Milan it has been mentioned several times the need of increasing the 
presence of the LibreOffice community at EU level, to get more 
information about legislative activities, increase our profile and 
leverage the potential opportunities. I would like to start a structured 
activity based on the following actions:


1. Attend OFE (Open Forum Europe) meetings, both virtual and in person, 
to establish or reinforce the relationships with the other stakeholders, 
and get involved in activities targeted to the EU (at large). In 2022 
OFE has had two in person events (Brussels and Barcelona), and monthly 
online meetings.


2. Attend DIGIT and DG Connect events and workshops in Brussels, to 
reinforce the relationship with these structures, and make our voice 
heard on subjects such as FOSS, open standards and digital sovereignty.


3. Work with other stakeholders - FOSS related organizations such as 
OSBA and companies such a Murena, which have shown their commitment - at 
the creation and development of a lobbying activity in the common interest.


4. Of course, pursue other opportunities which are unforeseen at the 
moment (but could arise as an effect of the structured activities).


In term of budget, I forecast a yearly figure of € 6,000 maximum (based 
on 12 events during the year, which at the moment - missing a schedule - 
is a best guess).


I would manage the activities within my current relationship with TDF, 
and regularly report to the BoD on a regular basis in writing, and at 
least once per month in person during the BoD meeting to answer questions.


The first event to attend would be the DIGIT/DG Connect workshop in 
Brussels, scheduled on December 2 (expenses for this meeting, if 
approved, could be easily covered by 2022 marketing budget).


I therefore ask the BoD to approve/not to approve the activity ASAP, in 
order to organize the participation at the december workshop in due time.


---

Best regards.

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Re: [board-discuss] Agenda for TDF board meeting on Monday, October 31st at 1800 Berlin time (UTC+1)

[Andreas Mantke]

Hi all, hi Simon,

Am 30.10.22 um 13:16 schrieb Simon Phipps:

(...)

If you have a look into the statutes of TDF you'll find out  that
it is
necessary that at least the half of the board could attend the
meeting.
The half of the board are four members. Thus the board is not quorate
and could not decide on this topic.


This is not so; all of these five directors are free to participate if
they believe they should and there is no breach of trust on their
part. *Having an interest to declare is not the same as having a
/conflict/ of interest* no matter how often the implication is made
that having an interest is disqualifying. If all of these directors
believe their employers' interests - which are clearly well understood
- can be held in balance with their personal elected role at TDF then
the onus is on an accuser to demonstrate why it is impossible for them
to balance their work life and private life in this case.


sorry for beeing a bit undiplomatic on this topic. But your statements
are not in accordance with the CoI policy of TDF. And if you would have
had a look into the document from the European Commision that was linked
by Paolo, you would know that you look onto this topic is not
appropriate for member states of the European Union.

It has not be proofed that a member of the board _has_ a CoI. It's
sufficient that he may have a CoI (potential). And if your company is
involved with the development and marketing/sale of Collabora Online you
have at least a potential CoI within LOOL and its future. And I'm being
very reluctant with speaking only of a potential CoI this time. Others
wouldn't formulate that reluctant.



So far I have not seen any attempt by anyone to demonstrate why all
these five directors are in breach of trust over the well-understood
interests. I suggest you do so before you repeat calls to exclude
elected directors from TDF's business.


Maybe you look into the European Commission document, linked by Paolo in
an earlier post, you'd get the complete knowledge on the topic within
countries of the European Union, like the one of TDF's home.

Regards,
Andreas

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## My blog: http://www.amantke.de/blog


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Re: [board-discuss] Agenda for TDF board meeting on Monday, October 31st at 1800 Berlin time (UTC+1)

[Simon Phipps]

Hi Andreas, all.

So sorry to have to keep repeating this, but the error it relates to is
still being repeated without regard to my earlier explanations.

On Sat, Oct 29, 2022 at 9:07 PM Andreas Mantke  wrote:

> If board members (with a CoI themselves on this topic) think, another
> board member has a CoI on this topic too, then only two board members
> are left.
>

Independently of any investigation, the owner and director of Omnis Cloud
Sarl clearly has an interest in this topic as the company offers hosting of
NextCloud and OwnCloud for clients according to
https://omniscloud.eu/open-source-platforms/ and may be a partner of the
related companies according to https://omniscloud.eu/ - whether it creates
a conflict with his role at TDF is a matter for him to decide.


> If you have a look into the statutes of TDF you'll find out  that it is
> necessary that at least the half of the board could attend the meeting.
> The half of the board are four members. Thus the board is not quorate
> and could not decide on this topic.
>

This is not so; all of these five directors are free to participate if they
believe they should and there is no breach of trust on their part. *Having
an interest to declare is not the same as having a conflict of interest* no
matter how often the implication is made that having an interest is
disqualifying. If all of these directors believe their employers' interests
- which are clearly well understood - can be held in balance with their
personal elected role at TDF then the onus is on an accuser to demonstrate
why it is impossible for them to balance their work life and private life
in this case.

So far I have not seen any attempt by anyone to demonstrate why all these
five directors are in breach of trust over the well-understood interests. I
suggest you do so before you repeat calls to exclude elected directors from
TDF's business.

Regards

Simon
-- 
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*TDF Trustee*

Re: [board-discuss] Agenda for TDF board meeting on Monday, October 31st at 1800 Berlin time (UTC+1)

[Stephan Ficht]

Hi Andreas, all,
dear board members,

@Andreas: I think your point of view is an interesting and logical way 
to look at this point.


I am asking to know each director's opinion on this. Then we can discuss 
it and everyone can form an informed opinion.



Am 29.10.22 um 22:07 schrieb Andreas Mantke:

Am 28.10.22 um 17:05 schrieb Stephan Ficht:

Dear Community,

find below the agenda for our

TDF board meeting with a public part, and followed by a private part
on Monday, October 31 at 1800 Berlin time at
https://jitsi.documentfoundation.org/TDFBoard

For time zone conversion, see e.g.
https://www.timeanddate.com/worldclock/converted.html?p1=37&p2=49&p3=107&iso=20221031T18


## AGENDA:

### Public Part
(...)
7. Status Report, Discuss: Atticization of Online (tdf-board, 10 mins)

    * ESC provided evaluation
    * discussed briefly on the dev list:

https://lists.freedesktop.org/archives/libreoffice/2022-October/089485.html

    * conclusion seems to be: not enough activity to keep out of the
  attic for the moment
    * auto-atticize according to

https://listarchives.documentfoundation.org/www/board-discuss/2022/msg00744.html
?


because there are four board members with a direct link to the product
Collabora Online (staff of Collabora Productivity or staff/owner of
Allotropia, which has a contract for the distribution of Collabora
Online), there are only three board members without CoI on this topic.

(https://blog.allotropia.de/2021/08/25/allotropia-and-collabora-announce-partnership/)
(https://www.collaboraoffice.com/about-us-2/)
(https://www.allotropia.de/ ; section team)

If board members (with a CoI themselves on this topic) think, another
board member has a CoI on this topic too, then only two board members
are left.

If you have a look into the statutes of TDF you'll find out  that it is
necessary that at least the half of the board could attend the meeting.
The half of the board are four members. Thus the board is not quorate
and could not decide on this topic.

If the at least four members with a direct link to the product Collabora
Online didn't leave the meeting before this topic or/and vote on this
topic this vote is invalid. And such a behavior of this board members
would be a violation of the foundation rules and a damage of the
foundation and its reputation in public (with very likely consequences
in relation to attraction of volunteers in any areas and the stream of
donations).

And such a behavior would plasticize that this members follow their own
financial and personal interests first, but not the ones of TDF. A
behavior like this is not in accordance with the special fiduciary duty
of board members.

In additon: I reviewed the whole process about sending a project to the
attic again. The proposal for the process seemed to neutral text, but it
was only written and voted on for one subproject: LOOL.
The only four members, which participated in the vote and agreed on the
proposal, had all a CoI on the LibreOffice Online topic, except one. The
three members had to stay away from the discussion and decision on this
proposal,  because of their CoI. Thus there were only one effective
participation and vote on the proposal. Thus the proposal was not approved.

Conclusion: there is also no approved basis for topic 7.



Cheers
Stephan

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Re: [board-discuss] Agenda for TDF board meeting on Monday, October 31st at 1800 Berlin time (UTC+1)

[Paolo Vecchi]

Hi Andreas,

thank you for you valuable feedback.

As I've been under investigation for potential personal interests on 
LOOL, by potentially conflicted members of the board, for a few months I 
will refrain from influencing the discussion and until the investigation 
is over to vote on any decision.


Just a reminder of a summary of what happened at the time as 
unfortunately we experienced once again the presentation of a one sided 
version of the LOOL discussion during LibOCon:


https://listarchives.documentfoundation.org/www/board-discuss/2022/msg00029.html

On 29/10/2022 22:07, Andreas Mantke wrote:

Hi all,

Am 28.10.22 um 17:05 schrieb Stephan Ficht:

Dear Community,

find below the agenda for our

TDF board meeting with a public part, and followed by a private part
on Monday, October 31 at 1800 Berlin time at
https://jitsi.documentfoundation.org/TDFBoard

For time zone conversion, see e.g.
https://www.timeanddate.com/worldclock/converted.html?p1=37&p2=49&p3=107&iso=20221031T18 




## AGENDA:

### Public Part
(...)
7. Status Report, Discuss: Atticization of Online (tdf-board, 10 mins)

    * ESC provided evaluation
    * discussed briefly on the dev list:

https://lists.freedesktop.org/archives/libreoffice/2022-October/089485.html 



    * conclusion seems to be: not enough activity to keep out of the
  attic for the moment
    * auto-atticize according to

https://listarchives.documentfoundation.org/www/board-discuss/2022/msg00744.html 


?


because there are four board members with a direct link to the product
Collabora Online (staff of Collabora Productivity or staff/owner of
Allotropia, which has a contract for the distribution of Collabora
Online), there are only three board members without CoI on this topic.

2 until the investigation against me reached its conclusion.


(https://blog.allotropia.de/2021/08/25/allotropia-and-collabora-announce-partnership/) 


(https://www.collaboraoffice.com/about-us-2/)
(https://www.allotropia.de/ ; section team)

If board members (with a CoI themselves on this topic) think, another
board member has a CoI on this topic too, then only two board members
are left.

If you have a look into the statutes of TDF you'll find out  that it is
necessary that at least the half of the board could attend the meeting.
The half of the board are four members. Thus the board is not quorate
and could not decide on this topic.

If the at least four members with a direct link to the product Collabora
Online didn't leave the meeting before this topic or/and vote on this
topic this vote is invalid. And such a behavior of this board members
would be a violation of the foundation rules and a damage of the
foundation and its reputation in public (with very likely consequences
in relation to attraction of volunteers in any areas and the stream of
donations).

And such a behavior would plasticize that this members follow their own
financial and personal interests first, but not the ones of TDF. A
behavior like this is not in accordance with the special fiduciary duty
of board members.

In additon: I reviewed the whole process about sending a project to the
attic again. The proposal for the process seemed to neutral text, but it
was only written and voted on for one subproject: LOOL.
The only four members, which participated in the vote and agreed on the
proposal, had all a CoI on the LibreOffice Online topic, except one. The
three members had to stay away from the discussion and decision on this
proposal,  because of their CoI. Thus there were only one effective
participation and vote on the proposal. Thus the proposal was not 
approved.


Conclusion: there is also no approved basis for topic 7.


That would be my take but it seems the majority of the board disagrees.



Regards,
Andreas



Ciao

Paolo

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