[19:00:48] Meeting started by prometheanfire [19:01:13] Meeting chairs are: robbat2, antarus, prometheanfire, swift, dabbott, [19:01:29] Current subject: rollcall, (set by prometheanfire) [19:01:32] o/ [19:01:41] here [19:01:43] \o/ [19:02:40] present [19:02:44] antarus: ? [19:02:45] (fending off kid) [19:03:06] dabbott: you logging this? [19:03:24] yes [19:04:06] ok, moving on, since we have quorum [19:04:18] Current subject: IRS Status Report, (set by prometheanfire) [19:04:26] still waiting on bank? [19:05:04] yeah, did they get back to us about processing the change on the other account? [19:05:27] which one the legacy account [19:06:17] for the savings "Spark" antarus and prometheanfire will have to contact them [19:06:47] contact and say hi? [19:07:26] call them and get approved as a signer [19:07:36] dabbott: can you write up an email stating what we need to do? [19:07:59] call xxx.xxx.xxxx and ask to get added as a signer to x account [19:08:27] you called before [19:08:40] same number? [19:09:39] I will send an email [19:09:50] thankyou [19:10:01] should be a prompt for antarus as well :D [19:10:02] dabbott: do you have access to both yet? if so, can I please get the missing statements? [19:10:23] would be very nice to finish my accounting before the end of my term as trustee [19:10:29] only Spark not the checking [19:10:46] the checking is the one I really need for the accounting [19:11:09] what's the status on the checking account then? [19:11:50] robbat2: you said Joshua Jackson still had access to that account, they will not talk to me [19:12:50] i'll ping him again, they would talk to him on the phone, but not reset the pass [19:14:09] that sucks [19:15:02] It may be eaiser to pull the money out of it and open up a new checking account with a better bank [19:15:27] both accounts are linked afaik, have not tried it [19:15:34] I agree in general, but I need the old records for our IRS paperwork [19:15:45] major pita [19:16:17] ya [19:16:22] ok, moving on [19:16:33] Current subject: status of address changes, (set by prometheanfire) [19:16:35] bug 613950 [19:16:37] prometheanfire: https://bugs.gentoo.org/613950 "Change of Mailing Address: tracker bug"; Gentoo Foundation, Filings; CONF; robbat2:trustees [19:16:57] robbat2: iirc it's all held up by the tax/bank stuff right? [19:17:34] many of them held up by bank yes [19:18:07] i'll update the ones that are, so we can see the dependency tree [19:18:44] thanks [19:19:03] next [19:19:09] Current subject: activity tracker, (set by prometheanfire) [19:19:20] LINK: https://wiki.gentoo.org/wiki/Foundation:Activity_Tracker [Foundation:Activity Tracker - Gentoo Wiki] [19:19:57] next items are the election and AGM meeting [19:20:17] who is remaining on as trustee? [19:20:23] my term isn't up yet [19:20:52] I think 3 terms are up, is that correct ? antarus robbat2 SwifT ? [19:20:53] my seat is up for election [19:21:05] yes: up for election: robbat2, antarus, swift [19:21:06] that's my understanding [19:21:22] OK thanks, just want to make sure [19:21:26] dabbott: we need to know who's running at this meeting right? [19:22:06] i am NOT standing for re-election, but should insufficent candidates come forward, I will accept appointment (we will should have reopen_nominations listed anyway) [19:22:27] it's the start of the nomination period now [19:22:37] sure, I send out an email for nominations, then we will see how many are interested [19:22:40] robbat2: appointment as an officer or trustee? [19:22:44] dabbott: thanks [19:23:08] prometheanfire: I think you can only appoint me as an officer, but we should double-check bylaws [19:23:14] jmbsvicetto: and I came up with these dates recording date: June 18 | nominations: June 19 -> 16th July | voting: July 18 - Aug 14 | AGM: Aug 20 [19:23:23] nearly certian that's the case [19:23:32] dabbott: sgtm [19:23:39] after this meeting I will send out the email [19:24:00] there's a related question: it was suggested that the foundation trustees must be developers [19:24:11] as an amendment to bylaw 5.2 [19:24:26] I would support that [19:24:42] Its easy to become a staff developer [19:24:53] same, I'd support that [19:25:01] If I can do it anybody can :) [19:25:41] It shows a commitment [19:25:54] to amend the bylaws, we have to have a majority vote, and notify all members, notice must be at least 15 days prior to effective date [19:26:05] majority vote of trustees [19:26:24] the members can ALSO propose bylaw changes and have a majority vote to change them [19:26:24] well, the three of us are a majority vote [19:26:37] alsoSwifT: opinion? [19:26:47] so, as we're going to announce the election to all members, we can include the notice in that email [19:26:52] i'm also in favor of such an addendum [19:27:18] ok, so let's do this formally [19:27:22] yep [19:27:27] alsoSwifT: can you put together the wording for me? [19:27:37] I propose the following as a bylaw change: [19:28:00] amend trustee qualifications, Section 5.2, to include: [19:28:55] "trustees must be active gentoo developers for the duration of their elected term." [19:29:19] "active gentoo developers" is already used per 4.3 admission of members [19:29:50] do I have a second? [19:29:52] I think 'at the start of their elected term' is better [19:30:17] INFO: amend trustee qualifications, Section 5.2 of the bylaws [19:30:19] if they retire as a developer, they should probably retire as a dev [19:30:24] *as a trustee [19:30:29] mainly so as to not have another outside body able to remove us [19:30:38] ah, ok [19:30:57] I agree in principal though, but not in execution :D [19:31:07] I propose the following as a bylaw change: [19:31:10] amend trustee qualifications, Section 5.2, to include: [19:31:11] that makes sense; maybe a compromise: as of the recording date [19:31:32] "trustees must be active gentoo developers at the start of the recording date" [19:31:39] sgtm [19:31:53] are we going to run afoul of the 15 day notification requirement for that wording? [19:32:04] recording date is a specific date, so "at the start of" doesn't necessarily make sense [19:32:21] is "recording date" properly defined earlier on? [19:32:50] yes, per article III, section 3.7, record date [19:33:05] "trustees must be active gentoo developers at the recording date" [19:33:14] ya, that's better [19:33:25] not sure if it runs afoul of the 15 day notification [19:34:34] nitpick for an error that I made: bylaw calls it 'record date', not 'recording date' [19:34:51] we could also correct that [19:35:06] record date seems to be the correct official term [19:35:09] per NM laws [19:35:39] oh [19:35:47] "trustees must be active gentoo developers at the record date" [19:36:16] we can move the record date to July 3 that would be the 15 days [19:37:06] sgtm [19:37:09] so: "Amend Article V (Trustees), Section 5.2 (Qualification), to add: "Trustees standing for election must be active Gentoo Developers as of the record date." [19:37:25] seconded [19:37:27] Trustee candidates? [19:37:47] ACTION: Amend Article V (Trustees), Section 5.2 (Qualification), to add: "Trustees standing for election must be active Gentoo Developers as of the record date [19:37:57] as they aren't a trustee until they are elected and take office at the AGM [19:38:19] or just "candidates" [19:38:29] ya, just candidates [19:39:47] ACTION: Amend Article V (Trustees), Section 5.2 (Qualification), to add: "Candidates standing for election must be active Gentoo Developers as of the record date [19:40:09] ok, so if we do that change today, and notify members, it moves the record date to july 3rd at the earliest [19:40:18] i vote in favor [19:40:29] nominations 3 weeks, voting 3 weeks? [19:40:33] to keep the AGM on time [19:40:40] thats fine [19:40:59] with the new wording? [19:41:03] ya [19:41:05] aye [19:41:10] i vote aye [19:41:15] yes [19:41:18] aye [19:41:37] the motion passes :-) [19:41:41] INFO: motion passed [19:42:37] cool, secretary makes the edit or does it mater? [19:42:52] doesn't matter, but it's critical to record this in our motions [19:43:02] will do [19:43:19] ok, now with that out of the way [19:43:20] does bylaws require AGM to change? [19:43:26] i'll mailout to members ASAP today, which as a bonus will let us know about mailbounces :-) [19:43:33] i.e trustees proposes change of bylaws to AGM and AGM adopts it? [19:43:33] K_F: no, per article X [19:43:39] okk [19:43:53] https://wiki.gentoo.org/wiki/Foundation:Bylaws#Article_X_Amendment [19:43:57] Current subject: D&O quotes, (set by prometheanfire) [19:44:34] we've had two quotes come in at about the same pricing [19:44:35] prometheanfire: sorry new dates recording date: July 03 | nominations: July 3 -> July 24 | voting: July 26 - Aug 14 | AGM: Aug 20 [19:45:16] dabbott: might be july 4th, just because there's only a few more hours in UTC todayt [19:45:39] for safety might as well make it july 4 [19:45:48] ok [19:46:09] so, do we want to move forward on either of the quotes? [19:46:28] they both seem overpriced to me so I'm hesitant [19:46:38] for public reference, the D&O quotes are all in the range of $5500USD/year [19:47:29] we can afford it, but it's expensive, more so then I was led to believe (1-2k per year) [19:47:34] OO [19:47:36] i think that's too much given the (imo) low risk we are facing [19:47:53] alsoSwifT: yep [19:47:54] additionaly, we'd have to pay retention on any claim [19:47:56] I agree ^^^ [19:48:04] at a further $2500-$10k [19:48:46] so, want to call for a vote on both? [19:48:47] as this exceeds our annual income, I CANNOT as treasurer accept it at this time [19:49:15] should our annual income significently increase, we should revisit accepting it [19:49:39] agreed [19:49:56] we can have a vote anyway, just for the record [19:49:59] INFO: vote on D&O insurance (overall) [19:50:04] nay [19:50:06] nay [19:50:07] no [19:50:12] Nay, as costs exceed income [19:50:22] k, I'll let them know [19:50:32] do we want/care about the E&O [19:50:40] iirc it was 2-3k per year [19:50:44] prometheanfire: thanks for doing all the work on getting quotes etc [19:50:56] yarp [19:50:56] prometheanfire: when you do, if those quotes aren't private, can we please publish them, so other non-profits know? [19:51:03] it was mostly a waiting game [19:51:16] robbat2: I'll check and know by next meeting [19:51:20] E&O is pointless without D&O [19:51:34] robbat2: that was my thinking [19:51:41] ACTION: D&O insurance did not pass [19:51:48] as we'd close one set of liabilities, but leave the rest open [19:51:51] ok, next [19:52:03] Current subject: prometheanfire: prune the email aliases (trustees, paypal, cafepress, etc) of old members/trustees., (set by prometheanfire) [19:52:07] next [19:52:09] done [19:52:19] Current subject: Combining Trustees and Council into 'The Board' (prometheanfire), (set by prometheanfire) [19:52:23] pass [19:52:24] next [19:52:33] Current subject: prometheanfire Do we need date of birth in developer apps (how'd the email go)?, (set by prometheanfire) [19:52:39] not sure where we left off here [19:53:19] i don't know if we settled on alternate wording [19:53:44] but it was them giving a signed message that they were of contractual majority [19:53:53] yep [19:54:14] if they lie then we are still shown as have at least tried... [19:54:26] the concern was still that if they lied about their majority status, they could like about identity too [19:54:28] we can't stop liers so easilly [19:54:31] *lie [19:54:46] yep [19:54:53] but it's a good first step at least [19:55:17] should that be proposed to council or told to council? [19:55:39] I'd like to think they'd act on a reccomendation, but it's our job to protect gentoo legally [19:55:44] K_F: :D [19:56:23] is council the relevant body? [19:56:32] i think we'd need to instruct (officially) infra & recruiters [19:56:41] recruiters through them [19:56:48] robbat2: yes [19:56:50] to not record or require birthdate anymore [19:56:55] prometheanfire: I'm simultanuously in conf-call on another board meeting , so not into details.. but DoB seems like a good thing to have. but I'm not sure it is something for council, I'd say it falls under foundation, in particular identification of copyright [19:57:27] prometheanfire: at least in europe we often use that as name disambiguity, i.e Kristian Fiskerstrand, born 02.08.85 ... [19:57:31] K_F: this would mean we wouldn't need the birth date, which means less PII for us [19:58:38] less PII, and some devs have refused it in the past [19:58:55] to accept a developer we might want some PII, similar to an employer [19:59:01] alsoSwifT: if this went under the copyright stuff, where specifically would we put it? [19:59:23] in particular in towards copyright etc, but again, the discussion is mostly foundation matter [19:59:45] prometheanfire: i don't think it makes sense in our current copyright (name/logo) doc [19:59:57] more perhapsnin a privacy policy [20:00:01] (reminder, meeting is now at 1 hour long) [20:00:43] don't think there's much after this [20:00:57] also, in eu, the gdpr is an interestingncoming legislation about such data [20:00:58] let's defer to further discussion then on the birthday, followup w/ K_F is done his other call [20:01:19] (alicef: pre-ping) [20:01:48] k [20:02:08] next then [20:02:14] which is alicef :D [20:02:33] robbat2: are you going to edit the by laws and send out the email? [20:02:38] yes [20:02:44] ok thanks [20:04:14] ok, skipping alicef for now [20:04:56] Current subject: open trustee bugs, (set by prometheanfire) [20:05:03] LINK: https://bugs.gentoo.org/buglist.cgi?bug_status=UNCONFIRMED&bug_status=CONFIRMED&bug_status=IN_PROGRESS&bug_status=VERIFIED&email2=trustees&emailassigned_to2=1&emailcc2=1&emailreporter2=1&emailtype2=substring&known_name=TrusteesOpenBugs&list_id=3290194&order=Last%20Changed&query_based_on=TrusteesOpenBugs&query_format=advanced&resolution=--- [Bug List: TrusteesOpenBugs] [20:05:59] only item I see is bug 620010 [20:06:07] or only new item [20:06:24] bug #602040: we will be getting a Payoneer account as part of how GSOC is issuing payments this year [20:06:26] https://bugs.gentoo.org/602040 "Investigate Payoneer to get non-USD bank transfer donations"; Gentoo Foundation, Proposals; CONF; robbat2:trustees [20:06:58] robbat2: sounds good [20:07:03] robbat2: ah, that sounds good [20:07:08] paypal is ... [20:07:11] paypal [20:07:34] prometheanfire: as the close of fiscal is coming up, can you please reply on the state of bug #581690 [20:07:37] robbat2: https://bugs.gentoo.org/581690 "Reimbursement for additional parts for a aarch64 developer box"; Gentoo Foundation, Proposals; CONF; prometheanfire:trustees [20:07:45] alicef: as the close of fiscal is coming up, can you please reply on the state of bug #598010 [20:07:47] robbat2: https://bugs.gentoo.org/598010 "Reimbursement for Gentoo banner and Gentoo booth table cover."; Gentoo Foundation, Proposals; CONF; alicef:trustees [20:08:07] willikins: nothing's been done and I don't think anything will be done, steev is somewhat absent [20:08:11] we can close the bug [20:08:15] lol [20:08:21] robbat2: nothing's been done and I don't think anything will be done, steev is somewhat absent [20:08:34] robbat2: I will buy for the next event that is november [20:08:38] robbat2: would the payoneer account need to be linked to the savings account? [20:08:59] robbat2: just time to finish getting crazy to search work [20:09:29] alicef: please watch out, if the new price is higher than the amount we approved, you should get re-approval, since it's been so long [20:09:53] alicef: your turn :D [20:10:04] Current subject: alicef: Is SPI worth another look? Status?, (set by prometheanfire) [20:10:43] (dabbott: linking to a bank account will be helpful, but not mandatory, the alternate is a payment card) [20:10:57] alicef: ? [20:11:16] prometheanfire: we still need to decide what we need for SPI [20:11:27] for/from [20:11:42] which service we need ? [20:12:08] we need to write some request and see if it can work [20:12:47] well, we don't know what services are available or applicable [20:13:08] alicef: the question I think to you was would the Foundation benefit from being in the SPI? (using the SPI's services) [20:14:17] it would if foundation have no enough resource to work alone. As now we still don't know if SPI would accept such working load [20:15:35] they said the problem is not accepting or not, is if they can manage our working load. [20:16:08] and they don't know until we have some concrete request. [20:17:38] about the foundation will benefit from being in the SPI is not my decision but the decision of the Gentoo community i suppose [20:18:07] we don't need concrete options from them, just knowing what's generally available should help us in making a request [20:18:52] (dabbott: I'll answer your CPA email question here in a moment after alicef) [20:19:12] ok, so to tie this time because it seems the sides aren't communicating: [20:19:23] 1. alicef: what services of the SPI would the foundation be asking for? [20:19:44] http://spi-inc.org/projects/services/ [20:19:47] 2. prometheanfire: as the president, I think you'd be placed to write that letter [20:20:00] services [20:20:04] services: http://spi-inc.org/projects/services/ [20:20:43] would we be asking them to hold our funds officially? [20:20:47] funds/assets [20:21:27] will they accept doing our accounting if they don't hold our funds? [20:21:27] the schedule as now is checking what services would be needed to move to SPI (trademark, remburse, ecc), than sending a mail to the SPI board with the nedded services, and amount that SPI will have to process. [20:22:20] (once they hold our funds/assets, the next reciipent can ONLY be another 501(c)3 [20:22:33] If we moved the assets to another org we would need the members approval i would think [20:22:36] at this point I don't think it's worth it, we already do those things, my main question to them is if they'd be doing our taxes [20:23:14] prometheanfire: only taxes ? [20:23:29] I would rather see us control the assets and hire out additional help CPA etc [20:23:29] alicef: ok, return question: can they SELL us accounting & tax services? eg, we pay them for it [20:23:51] robbat2: I will ask [20:24:10] can we move on from alicef, since dabbott's question is now relevant [20:25:01] ya [20:25:03] per email: subject: "Foundation CPA / Accountant", body: "What is the status on us retaining services?" [20:25:30] starting in March 2016, we've publically anounced that we were looking for a CPA [20:25:42] we got zero responses to the announcement [20:26:11] as treasurer, I have directly or indirectly asked a dozen CPAs or accountants about taking us on [20:26:29] the responses are mostly: [20:26:42] 1. fix your own mess up first, you MUST have complete records before they will even consider it [20:26:58] 2. too busy to consider new customers [20:27:01] yep, that was the response I got as well from my cpa [20:27:43] 3. due to the complexities of the IRS non-profit side, not one of the non-US folks I approached will touch it (they do US personal income taxes only) [20:28:10] so we need to fix our Capitalone banking access first [20:28:24] then re-ask if they are accepting new customers [20:28:47] yep [20:28:49] ok thanks [20:28:51] in terms of cost, we're probaly looking at $5k up-front to get everything in order, followed by $1k/year [20:29:22] this is just maintaining the 501(c)6, no transition at all [20:30:42] I think that'd be worth while, once we get there [20:31:23] yep for sure [20:31:31] ok, next? [20:31:36] this is running on 2 hours now [20:31:44] i think no other bugs need handling rightn ow [20:31:55] so new business [20:32:01] one membership application [20:32:05] - Ben Kohler (iamben) [20:32:13] aye [20:32:17] aye [20:32:30] aye [20:32:35] yes [20:32:39] pass [20:32:53] Current subject: date of next meeting, (set by prometheanfire) [20:32:56] Sun July 16 2017 19:00 UTC [20:33:00] sound good? [20:33:01] I will send the email and add him to the list [20:33:07] ok [20:33:11] ok [20:33:35] dabbott: can you please shoot me your official copy of the list in the next 30 mins, and i'll use it for the bylaw change announcement later [20:33:49] trying to get it out before 23:59 UTC [20:33:59] robbat2: jul 16 good for you? [20:33:59] which gives me just under 3.5 hours [20:34:05] checking [20:34:23] yes, july 16th is good, the next weekend would not be [20:34:39] k [20:34:43] that's the date then [20:34:49] Current subject: open floor, (set by prometheanfire) [20:34:49] current list is kept on the wiki https://wiki.gentoo.org/wiki/Foundation:Member_List just need to add iaben [20:34:58] aug 20th might be problematic, but I could use my phone ahead of time [20:35:04] robbat2: ^^^ [20:35:07] dabbott: i mean the email address part [20:35:12] that's not public [20:35:19] ok [20:35:29] (or we just change the listing to say which people aren't developers) [20:35:34] and use developer emails for the rest [20:35:44] yes [20:35:46] crap, exdevs also a pain [20:35:59] nm, just send me teh entire list w/ your email addresses [20:36:07] gone for the moment, have to feed baby [20:36:16] ok I keep it on a spreadsheet [20:36:32] aug 19 is the sunday [20:36:54] check your calender more closely [20:37:16] oh, lol [20:37:16] $ date -d 'aug 20 2017' -u [20:37:17] Sun Aug 20 00:00:00 UTC 2017 [20:37:17] ya [20:37:29] I just use cal [20:37:31] cal 2017 [20:37:39] gone now, thanks all [20:37:43] k [20:37:44] ending [20:37:46] Meeting ended by prometheanfire, total meeting length 5818 seconds