[01:45:43] 10 minute warning [01:46:14] antarus, alicef, prometheanfire, b-man: early highlight [01:47:04] Here here. [01:52:11] * antarus is here [01:52:37] https://wiki.gentoo.org/wiki/Foundation:Gentoo_Foundation_Finances_FY2019 is now live [01:52:43] with my draft financials for FY2019 [01:53:44] I think i'm off by $30 in how Paypal does cashback reimbursements [01:54:32] was I supposed to write a presidents letter? [01:54:35] because I uhhh did not ;) [01:56:36] antarus: did you do the proposal for dissolution? [01:58:01] I wrote nothing other than my previous plan [01:58:06] ok [01:58:14] I don't expect to vote on anything dissolution related in any case [01:58:33] ok, meeting time [01:58:46] antarus: please do the honours, since this is the official AGM [02:00:03] robbat2: hi [02:00:04] The 2019 AGM is now in session [02:00:16] roll-call; please aye to announce roll [02:00:29] * b-man aye [02:00:34] aye [02:00:43] aye [02:00:48] aye [02:01:19] who is logging the meeting? [02:01:48] not me this time [02:01:56] i'm writing the agenda because nobody else did it [02:02:00] I guees I can [02:02:04] thanks prometheanfire [02:02:14] robbat2: thanks for that too ;) [02:02:54] alicef: are you here? [02:02:56] * antarus is mostly using the 2018 agm to drive at the moment [02:03:04] aye [02:03:16] robbat thanks for the ping [02:03:50] antarus: TL;DR: announce that the results are the same board, thank other candidates for running [02:04:06] TL;DR: approve financial statements (draft), approve presidents letter (awol) [02:05:00] those are the critical items [02:05:04] anything past that is more regular business [02:05:17] The 2019 election results have elected antarus, robbat2, and alicef [02:05:18] i do have remarks regarding the CPA [02:06:31] ok [02:07:13] Thanks for all the candidates for running, and to our members for a strong voting turnout this year [02:08:47] Please approve the draft financial statements with an aye, or if nay, please provide concrete objections [02:09:16] the draft financial statements are available at https://wiki.gentoo.org/wiki/Foundation:Gentoo_Foundation_Finances_FY2019 [02:09:28] note the WIP marker [02:09:28] ah sorry if that was unclear; you had provided the link earlier [02:09:45] the summary seems to be after expenses we accrued 7k in net positive assets this year? [02:09:46] the official log started after that [02:09:59] yes [02:10:28] I don't see any GSoC payments in this fiscal, did we not do that this year? [02:10:36] or do we expect them in 2020? [02:10:44] financial position shows oddly (bank accounts show as income?) [02:10:48] antarus: we did [02:10:56] just not yet finished [02:11:03] we did not participate GSOC during the FY2019 [02:11:07] we did do it for FY2020 [02:11:15] ok [02:11:25] we have a drop of $13k in income this year [02:11:30] we just got latest submission from students [02:11:45] and there was some interest on going to gsoc mentor summit [02:11:52] alicef: yeah the fiscal year ended in June, so I wouldn't expect 2019 payments to show up in the 2019 fiscal [02:12:05] ok [02:12:06] our largest donor did not contribute as much this year to the foundation, and instead directly contracted one of the Gentoo GNOME team members [02:12:12] robbat2: Can that drop of 13k be associated to GSoC payments? [02:12:36] GSoC + largest donor? [02:12:55] no, GSOC historically only acounts for ~$5k gross [02:13:01] prometheanfire: oh you mean on the righthand box? [02:13:25] ya [02:13:26] 5k * student [02:13:43] Yes, that right hand box is quite odd [02:13:59] the right hand box is net assets [02:14:04] if you compare it year-to-year [02:14:15] you can see quickly how much overall income/expenses changed [02:14:24] robbat2: It just reads oddly. [02:14:38] ok [02:14:43] it looks good though [02:14:44] robbat2: ~157k - 79k nets 157k [02:14:52] hmm, there's something wrong there [02:15:02] the totals on the bottom line of the left&right side should have been the same [02:15:07] good catch [02:15:14] prometheanfire++ [02:15:22] compare https://wiki.gentoo.org/wiki/Foundation:Gentoo_Foundation_Finances_FY2018#Statement_of_financial_position [02:15:41] ah, for some reason it didn't include my closing transactions [02:15:50] anyway, as I say, it's draft [02:16:00] the left-hand-side is 99% good [02:16:05] yea... it is not showing where the income is to offset the expenses to arrive at the final holdings [02:16:09] * antarus is happy with the left hand side [02:16:09] as I said before the meeting, i'm off by about $30 [02:16:24] I don't believe 30$ is material to company operations [02:16:41] minus the right hand side of the box, I approve the draft financial statements [02:16:44] can we vote by mail on it, looks fine as a draft [02:17:06] USD 157,233.45 NetAssets:RetainedEarnings [02:17:06] USD -79,158.67 Expenses [02:17:06] USD 236,392.12 Income [02:17:06] -------------------- [02:17:06] USD 157,233.45 [02:17:06] there will be a vote on the final version anyway [02:17:14] b-man: yes, that part is what's wrong [02:17:23] ok [02:17:24] it didn't take the year-end closing transactions [02:17:25] robbat2: Ok, just needed an ack on it being odd :) [02:17:35] FY2019 we had GSOC:Mentor-Travel-Reimbursement but no gsoc ?? [02:17:59] the reimbursement cycle happens after the summit [02:18:02] Did they claim the reimbursement in a new FY? [02:18:04] which is into the next fiscal [02:18:11] rgr [02:18:27] presumably we would see a 2018 GSOC payment in FY 2019 [02:18:35] if we did a 2018 GSOC program? [02:18:40] yes, which we did not [02:19:03] there was also catching up some reimbursements that devs didn't submit stuff for promptly [02:19:10] we didn't get accepted [02:19:21] afair [02:19:27] i am not the corporate payroll/accounting that cuts off expenses after 90 days ;-) [02:19:48] ok cool [02:20:00] any other objections, otherwise we can move on? [02:20:03] so, vote on the draft financials, with the wip & errors noted [02:20:07] * b-man aye [02:20:11] I vote aye for the financials [02:20:17] (abstain as I wrote the financials) [02:20:51] prometheanfire: and alicef ? [02:21:08] aye [02:21:11] antarus: checking gsoc [02:21:20] we had gsoc in 2018 [02:21:44] * b-man thinks robbat2's comments were off on the FY vs AY statement [02:22:04] when we do GSOC in a particular year, it should show up in the next years fiscal [02:22:22] because all of the payments happen in Q4 / Q1 of the calendar, but our fiscal ends in June [02:22:26] also, it is dependent on when the GSoC participant claims it [02:22:53] GSoC partecipation years 2019 2018 2017 2016 2014 2013 2012 2011 2010 2009 2008 2007 2006 [02:22:58] I would never expect them to be in teh same year; the program spans our fiscal end month ;) [02:23:09] alicef: I don't expect to solve the GSOC disrepency in this meeting [02:23:16] antarus: agreed, but the additional "odd ball" is if they claim it super late :) [02:23:17] we should found out if / when the 2018 payment happened [02:23:28] yes [02:23:33] can we approve the statements and agree to chase that later? [02:23:39] yes we sure had 2018 payment [02:23:55] robbat2: can you confirm ? [02:24:19] let's dig in the data after this; they also changed the payment system [02:24:22] to payoneer [02:24:27] maybe i got that imported wrong [02:24:30] the only year that GSoC got rejected is 2015 [02:24:50] the only year that gentoo got rejected from GSoC is 2015 [02:25:07] I filed bug 692990 for this [02:25:09] https://bugs.gentoo.org/692990 "In the 2019 AGM we could not find the 2018 GSoC payments."; Gentoo Foundation, Proposals; CONF; antarus:trustees [02:25:13] anyway aye [02:25:13] we can follow up [02:25:15] thanks [02:25:20] :D [02:25:30] thanks for opening the bug [02:25:56] I didn't write a Presidents letter; I can write one if we think its needed, but I also have my manifesto on what I believe the direction of the foundation should be [02:26:06] and its mostly dissolution and takeover of operations by another nonprofit [02:26:23] i have some other Treasurer remarks to that end regarding the CPA [02:26:27] (is the TL;DR of what the letter would say) [02:26:42] robbat2: can we hit the activity tracker and then do individual items (happy to file that under yours?) [02:26:59] i think there's nothing to do in the tracker, but sure [02:27:19] https://wiki.gentoo.org/wiki/Foundation:Activity_Tracker is the tracker [02:27:23] A manifesto != a proper proposal to the electorate for dissolution. Additionally, there are many other items that need to be done in order to pursue such a "manifesto" based opinion. [02:27:47] er, the president letter is also not a proposal to the electorate, FWIW [02:27:57] the letter is supposed to describe what we did this year, did we meet our goals, etc... [02:28:18] You said we should dissolve.. what have we done to do so? [02:28:29] that's where my CPA comments come in [02:28:49] the tracker describes the AGM (currently ongoing), the financial statements (aye'd), the presidents letter (absent as discussed) [02:29:03] there is a comment there about domain renewals robin [02:29:44] the domains were renewed out to 2021 last time we did them [02:30:01] the secretary has to file the annual report after this meeting [02:30:17] ack, I updated that line per what I did last year on the filings [02:30:26] nice [02:30:37] did that page not get updated for last year's annual report filing with NM? [02:30:51] unlikely [02:30:54] I just updated it [02:31:12] I also updated the domain stuff to check again next year, presuming we want to renew the domains in 2020 before they expire [02:31:13] afk kid [02:32:13] besides robin, does anyone else have any personal items to raise? [02:33:02] personal items to raise? [02:34:31] antarus: I asked a question, but didn't receive a valid answer. [02:34:37] ahh sorry unclear [02:34:50] items that are attached to individual trustees, as opposed to their roles or other agenda items [02:35:09] antarus: If you proposed to dissolve, but failed to write a letter saying "what we have done" this year to meet such goals... [02:35:22] it stands to reason you aren't doing anything to meet your goal of dissolution. [02:35:59] hence why the "president's letter" exists, no? [02:36:50] NM page shows the only outstanding is the 2019 filing, so the 2018 filing must have been done [02:37:16] robbat2: yes, I did the NM 2018 filing ;) [02:37:38] b-man: i don't agree with your logic that not writing a letter implies not doing anything towards those goals [02:38:01] I think if we had stronger membership, donors, or other stakeholders [02:38:05] writing a letter would be worthwhile [02:38:18] i would like the letter to be written to convey to the electorate what actions were taken overall in the FY period [02:38:26] because its supposed to encourage membership, and donors, and say "the foundation is doing all of this cool stuff to further the mission" [02:38:35] esp all the CPA discussion stuff [02:38:57] robbat2: one cannot reference their manifesto and then state that it remains the same, in lieu of a presidents letter, with no action being applied. [02:39:35] The presidents letter is meant to be a "state of the organization" based on the proposed manifesto [02:39:44] b-man: the manifesto basically describes a set of goals where we want the financials fixed first [02:39:54] so nominally I get to take credit for the progres on that, regardless of who actually did it [02:39:55] i disagree with what the presidents letter should contain [02:40:03] the benefit of being the human in charge ;p [02:40:13] it should contain what was ACTUALLY done in the year [02:40:25] regardless of that being linked to a manifesto or not [02:40:36] esp for actions that come prior to the manifesto [02:40:44] antarus linked it to that. [02:41:09] Also, if we are being honest, dissolution can happen with the financials being fixed. I have said this multiple times in various forums. [02:41:20] s/with/without [02:41:20] I will take an action to write the letter as robin requested [02:41:43] robbat2: I can agree [02:41:47] * alicef doorbell [02:41:52] thanks [02:42:00] no, we cannot dissolve without the financials being completed, because the org needs to exist to file them ;-) [02:42:22] robbat2: No, you are missing the point here. Just as the CPA said, we can begin transferring assets/monies/trademarks now. [02:42:35] that's creation of a NEW org [02:42:36] * alicef back [02:42:40] the letter is bug 692992 [02:42:41] not the filing of the financials [02:42:44] He (the CPA) also stated it would be *best* to do so now [02:42:49] of the old org [02:42:59] robbat2: No, it is not a new org. It is any organization willing to accept such. [02:43:11] (start new org) (transfer [most] assets) (file IRS financials) (dissolve old org) [02:43:17] No. [02:43:17] is the order of operations [02:43:29] That is not what Josh stated. [02:44:06] any 501c3 or c6 can accept our transfer or assets/monies/trademarks. [02:44:12] So, an umbrella fits that scenario. [02:44:17] start/pick [02:44:28] but we have to know where it's going before it can be transfered [02:44:35] should this be the focus of the agm meeting? [02:44:40] robbat2: Yes, which brings me to a larger point [02:44:40] no, it shouldn't [02:44:56] Yes, it should. Unless we want to keep the status quo. [02:44:58] as a time bound, we still have to elect officers and handle outstanding bugs [02:45:08] (although we can likely defer the latter to email) [02:45:21] I would prefer we have officers by the end of the agm [02:45:50] b-man: as I said I will take an action to write the presidents letter [02:46:00] officers to elect: president, secretary, treasurer, [optional: chairman of board] [02:46:20] antarus: This isn't about the letter. I simply tied it to your inability to meet such goals based on your comments. [02:47:41] I mean I'm happy to have folks voice their opinions; but I dont' want to have a long drawn out conversation about the future of the NPO during the AGM; we can discuss after other items. [02:47:43] I have asked, on multiple occasions, for the work to be done to find an umbrella to begin transferring assets too. None of that has been done. The CPA's advice has been ignored and we keep the status quo. [02:48:10] antarus: How can we ignore the repeated calls for dissolution/fixing/etc? [02:48:20] b-man: which work do you need ? [02:48:46] b-man: i've got remarks there, but let's please just do the officers & bugs quickly [02:48:54] because it directly ties into CPA stuff as well [02:49:00] robbat2: fair enough... [02:49:16] does anyone stand for President, Gentoo Foundation? [02:49:39] I do [02:49:53] do you have a manefesto? [02:49:58] we need anyway to be accepted by the umbrella party, for switching [02:50:05] prometheanfire: I do not [02:50:37] I will also stand again. [02:51:43] prometheanfire: Short and sweet. I intend to keep the Foundation "as is" by fixing the financials, retaining a CPA on staff, and ensuring we continue to support the distribution financially. This is supporting the infrastructure, developers, and resources needed by our developers. [02:51:44] my goals are, humorously, similar to last year: https://dev.gentoo.org/~antarus/StepstoDissolution.pdf [02:52:34] b-man: to be clear, this nullifies your prior proposal to start a new 501cX and transfer everything? [02:53:06] robbat2: No, I think this may be a wise choice to do dependent on the back tax filing requirements to attain federal tax exempt status. [02:53:32] anybody else want to stand for president, else let's vote on them? [02:53:49] i do not stand for the office of president (I will stand for treasurer again) [02:54:20] I do not stand for president either [02:54:48] I stand for secretary or president [02:54:59] Additionally, I believe the by-laws need to address several of our core "beliefs" as a distro. This will assist in our developers having a connection with the NPO [02:56:19] I would like if some of the de-facto mechanisms of the distro were formally codified into the bylaws [02:56:32] Shentino: sorry, you don't get to vote here [02:56:33] *social mechanism [02:56:41] my mistake robbat I thought this was open floor [02:57:05] ok, open ballot or a very fast secret ballot? [02:57:18] * Shentino smacks his hexchat scrollbar for getting stuck [02:57:20] yeah I was looking at how we did this last year but everyone ran uncontested [02:57:47] open ballot seems fine by me. At least we know where everyone stands. [02:57:51] we voted openly, but it was less contentious ;) [02:57:51] b-man: antarus much of what you both wish to do relies upon 'cleaning up', reformation into an new 501c(3|6) for either better absorbtion into an umbrella org or for better ongoing management, In the one year term (as president is voted for every year) how much do you expect to get done? [02:57:57] * antarus is happy to vote openly [02:58:05] i'll make one with Cornell CIVS if anybody wants a private ballot [02:58:10] https://civs.cs.cornell.edu/ for reference [02:58:31] my president manifest https://gist.github.com/aliceinwire/380cc480399daebef485380d0d7f1413 [02:58:45] prometheanfire: my goal is for the FY2020 to be the last year we need to file [02:58:49] prometheanfire: Based on the current recommendation of the CPA, I would begin a new 501c3 and begin transferring assets/monies/trademarks into it. [02:59:11] prometheanfire: so that means accounting fixed, umbrella found and agree'd to, and assets transferred, and Foundation dissolved before June 2020 [02:59:18] while retaining the same board as to ensure the electorate's wishes are considered. [02:59:36] if we fail to find an umbrella; there is a high probability I will resign [03:00:00] SPI was looking interested afair [03:00:03] because I'm not intersted in the other option; as we previously discussed, I don't want to be involved in running the Foundation on a long term basis [03:00:24] but I would be happy to look around more before choosing [03:00:55] it's been a couple years, would be good to ask [03:01:07] civs is nice, we use it for openstack [03:01:13] (context: I spoke to SFC regarding this, for discussion later) [03:01:30] we also could polish our status of meta-distribution and look into linux foundation [03:01:30] prometheanfire: also, the same recommendation from the CPA is what I gave on my initial appointment to the foundation. [03:01:31] does anyone object to open ballot voting? [03:02:14] i created a CIVS election for it [03:02:22] everybody should have an email to @gentoo.org shortly for it [03:02:25] ok great [03:02:30] robbat2: cool [03:02:36] thanks [03:02:42] got it [03:03:06] I believe it would be wise to just do it openly. At least we all know where we stand and can support the general way forward (given the opposition of future state) and support the individual elected. [03:03:24] I think we all agree on the immediate steps forward at least [03:04:11] (open has its own problems because of the forum) [03:04:33] we're likely to deadlock on chosing between 3 people with open voting-choose-one [03:04:40] Aren't we an "open source" distro with no secrets? :-P [03:04:42] (of 5 voters) [03:04:51] e.g. we all don't vote at once, we can't rank easily, early votes might influence later rankings [03:04:53] https://wiki.gentoo.org/wiki/User:Alicef/foundation_transfer [03:05:10] I agree with the civs voting being most useful here [03:05:22] 3 votes are cast so far, I don't know who hasn't cast [03:05:29] I haven't [03:05:30] not sure if we already have a list of umbrella [03:05:50] at least for me both antarus and b-man have good points and could turn out well, but I personally don't expect anything 'final' to be done within a year and not without other votes anyway [03:06:13] voted [03:06:21] i voted as well [03:06:26] who's the last person outstanding? [03:06:43] I voted [03:06:45] prometheanfire: set audacious goals, try to get as far as possible ;) [03:06:53] antarus: more or less [03:06:57] prometheanfire: My intent is to transfer the assets immediately to a new non-profit. Again, this is inline with the CPA recommendations. [03:07:02] its the google way! [03:07:05] antarus, alicef: it's one of you, please vote [03:07:14] Of course, I need the support of the board members and electorate :) [03:07:17] voted [03:07:27] antarus: is your vote in? [03:07:32] if so, i'll close the election [03:07:43] (in lieu of an umbrella willing to accept) [03:07:45] b-man: if we are able to do it all at once without a big hit (as I thought transfers over a certian percentage of yearly income would make it less of a non-profit) [03:08:03] robbat2: yes [03:08:28] https://civs.cs.cornell.edu/cgi-bin/results.pl?id=E_093ed11c853e3b63 results [03:08:28] prometheanfire: No, the new non-profit would be filed for and the contributions to it would be systematic and acceptable. There is mail traffic from the CPA assuring that it is legal. [03:08:38] antarus: congrats [03:08:47] antarus wins, followed by a tie alicef/bman [03:08:57] horray incumbency! [03:08:59] b-man: yep, I read it :P [03:09:09] ok, next position is secretary [03:09:14] alicef said she wanted to run already [03:09:20] bman do you stand for secretary again [03:09:30] i'm sticking to treasurer [03:09:32] ok, I could run as well, have another three way vote :D [03:09:54] ok, and antarus is excluded due to bylaw requirement president != secretary [03:10:05] no thank you [03:10:22] alicef: thanks [03:10:28] antarus: you can anyway vote [03:10:34] :) [03:10:38] b-man: is that a 'no' to being secretary? [03:10:46] so I edit the ballot quickly [03:11:04] robbat2: correct. [03:11:29] ok, one poll coming up [03:11:39] two way vote is easier, but could still techically have ties [03:11:57] yep yep [03:12:25] emails sent [03:12:56] voted [03:13:04] 3/5 votes in [03:13:05] i voted [03:13:16] done [03:13:18] don't have the second one [03:14:24] prometheanfire: it should have resent [03:14:30] afk doorbell [03:14:33] k [03:14:40] greylisting maybe [03:15:05] both came at the same time, could be [03:16:47] is a tie ? [03:17:18] not ended yet [03:17:20] doorbell tie [03:17:26] :) [03:17:26] :D [03:17:27] results https://civs.cs.cornell.edu/cgi-bin/results.pl?id=E_c7dffcd11e0a7dfe [03:17:38] prometheanfire wins [03:17:41] ok [03:17:48] ok, treasurer [03:17:51] i'm running for it [03:17:51] congratulations [03:17:53] :) [03:17:57] anybody else want to run for treasurer? [03:18:03] vice secretary [03:18:11] can i still keep it ? [03:18:19] or getting voted for it :) [03:18:34] I do not stand for treasurer [03:19:00] I do not stand for treasurer [03:19:39] alicef: and prometheanfire ? [03:19:52] I would like to keep vice secretary [03:20:03] I abstain [03:20:22] alicef: vice secretary is not mutually exclusive with treasurer [03:20:29] do you want to run for treasurer or not? [03:20:33] abstain from treasurer [03:20:55] ok, so a confirmation vote then for formality only [03:21:03] robbat2 for treasurer, aye or nay [03:21:13] robbat2, for treasurer, aye [03:21:19] aye [03:21:20] * b-man thinks those who voted for the dissolution platform should step into the roles to make it happen (and file the paperwork) [03:21:24] aye [03:21:36] Abstain [03:21:38] (abstain voting for myself) [03:21:50] you can't be both treasurer and president per bylaws [03:21:55] congrats robin, you are elected treasurer [03:22:32] prometheanfire: no, it's president & secretary that are mutually exclusive [03:22:40] not treasurer || anything [03:22:48] we have then the three officer positions [03:22:52] anyone running for vice secretary ? [03:23:07] the 3 required positions, which leaves the optional ones [03:23:13] chairman, vice * [03:23:27] what's chairman ? [03:23:51] the president/secretary/treasurer are the ones that required voting [03:24:00] the remaining positions are open to vote or appointment [03:24:02] per bylaw 6.1 [03:24:25] chairman runs the meetings iirc [03:24:26] robbat2: correct word is chairperson [03:24:39] amend the bylaws to be gender neutral ;-) [03:24:41] the chairperson is the 'head of the board' and they run the meetings [03:24:51] chairperson runs the meeting [03:25:18] antarus: yes just read in wikipedia, totally forgot about it [03:25:43] I don't find the optional ones particularly valuable given the size of the foundation [03:25:44] antarus: and that's why i found the gender neutral verions ;) [03:26:03] * alicef propose to amend the bylaws to gender neutral [03:26:10] any body wants to claim it? otherwise those responsibilities fall to the president by default [03:26:11] * alicef ask for votes [03:26:27] alicef: move that to later, but count me as aye ;-) [03:26:41] Sure, I will run for chairmen [03:26:43] opening bug [03:26:58] chairb-man :) [03:27:08] last call on chairperson? otherwise move on to alicef asking for vice-secretary [03:27:13] haha that is great [03:27:15] Chairman* [03:27:51] b-man: is that a aye, you want to be chairperson and keep these meetings on track again? [03:28:11] robbat2: yes, I will run for chairman. [03:28:12] that'd be useful, given that the meetings haven't been the most consistant [03:28:34] run the meetings, keep the agenda up to date, email the agenda [03:28:42] places where we HAVE fallen behind [03:28:58]