Foswiki Association Board Meeting Minutes 2009-11-30

Agenda

1. Review this agenda, identify chair and minute taker, and how we will record/track actions for this meeting
2. Ensure we have all read the Association Articles http://foswiki.org/Community/AssociationArticlesTranscriptEnglish#11_Board_of_Directors and understand the duties of the board.
   1. Process for clarification of any points in doubt.
   2. Is this board also the board described in http://foswiki.org/Community/TaskTeamGovernance?
3. Appoint office bearers
   1. Deputy chairperson / secretary
   2. Treasurer
   3. Chairperson
4. "Bylaws of the board"
   1. Meeting procedures
      1. Frequency of board meetings, how a meeting gets called - SD suggests quarterly - regular but fast meetings probably suite the members better
   2. Voting process
      1. Quorum
      2. Decision recording
         1. a form based app was suggested - this could also serve the PlanningAndOpsForumProposal
         2. this topic will be used for this initial meeting
5. Organisational questions
   1. Decide where/if to create a bank/paypal account?
      1. http://www.screw-paypal.com/alternatives/alternatives_non_ebay.html
   2. How do we organise the collection of membership fees?
      1. CDot proposal:
         1. Mail all members
         2. Ask them to use PaymentMethod to submit payment
         3. On confirmed receipt of full payment
            1. flip their personal page status to "Member",
            2. add the date to the list of members.
   3. Decide on who should follow up the tax reduction application stuff?
      1. WTF is this? Any papers we should be reading?
         1. By default an association has no tax privileges. We have to apply for them. OliverKrueger will ask JensHansen and/or the fiscal authorities.
   4. Follow up the registration of the new board at the court?
      1. Any papers we should be reading?
         1. The wording of the law? Its just a simple requirement that the current board has to be known to the court/state.
   5. Decide what to do about the "rejected" association members?
      1. Do they have to wait for the next GA?
         1. Yes. It was discussed at the GA that the conditions for membership on the articles was to be understood as an AND. (Kenneth)
      2. Contact them to explain.
6. Review of association minutes, identification of decisions we are asked to implement
   1. Everyone please review and add agenda here before the meeting (C.'s & SD's trawl below)
      1. "Community members on acting on behalf of the community" - board will come up with a proposal [for a bylaw] and we will have an online vote
      2. the board will make sure that there is a privacy policy (need to set a deadline) - refine and ratify PrivacyPolicy
      3. Use of Domains - ACTION for board: There has to be a formal handover.
         1. Sven would like the xfer to happen ASAP so that he has less of a conflict of interest - simplest might be for the Association to hold a Dreamhost account and to transfer the domains to that - $9.99 per year per domain + $8.99 per year for account. (~$US30 per year total) - I don't think DH does international domains
      4. FoswikiTrademark - Foswiki registered trademark in US - the board will contact Lynnwood
      5. Election of board records that Oliver 'stepped back' and was elected. I suspect that someone else did the stepping? (needs someone that was there?)
7. Any other business
   1. No TLA's (SvenDowideit)
   2. ContactAuthor policy on extensions (CrawfordCurrie)
   3. Short report on the financial status (OliverKrueger)
   4. SF mailing list - foswiki-board ?
   5. board should probably be responsible for mainatining a list of resources and passwords - mailing list, domain management, server etc to ensure continuity of service
   6. board GPG key and board member's GPG keys?

Attendees

OliverKrueger (ok), MichaelDaum (md), KennethLavrsen (lavr), SvenDowideit (sd), CrawfordCurrie (cdot)

Chair: KennethLavrsen, Minutes: CrawfordCurrie

Actions

Please strike out completed actions and add a link to any relevant discussions or other info

20091130-A1

SvenDowideit to speak to Task Team leaders, lead refinement of the scope of their teams.

20091130-A2

OliverKrueger send Gnu Privacy Guard public key to all board members as soon as possible

20091130-A3

MichaelDaum send Gnu Privacy Guard public key to all board members as soon as possible

20091130-A4

KennethLavrsen send Gnu Privacy Guard public key to all board members as soon as possible.

20091130-A5

Main.SvenDowideit send Gnu Privacy Guard public key to all board members as soon as possible.

20091130-A6

CrawfordCurrie send Gnu Privacy Guard public key to all board members as soon as possible

20091130-A7

OliverKrueger to investigate options for paypal/bank account and resolve details of how this account is managed/transferred

• A paypal account for associations is possible and free of charge (only the money transfer fees apply). I'm still looking for a free "normal" bank account. -- OliverKrueger - 11 Dec 2009

20091130-A8

OliverKrueger to follow up on non-profit tax status, and court registration, with JensHansen

20091130-A9

MichaelDaum send full postal address to OliverKrueger as soon as possible

20091130-A10

KennethLavrsen send full postal address to OliverKrueger as soon as possible

20091130-A11

Main.SvenDowideit send full postal address to OliverKrueger as soon as possible

20091130-A12

CrawfordCurrie send full postal address to OliverKrueger as soon as possible

20091130-A13

KennethLavrsen to contact proto-members of the association to explain situation, and decide if we need an extraordinary General Assembly .

• Follow-up from email to not accepted members. Two responded back and they are OK. They wanted to show interest and support and hope to make themselves visible. The rest did not react. Conclusion. There is no need for any extra assembly to accept members. No need to discuss further.

20091130-A14

OliverKrueger to organise transferring the domains to the association, within the next 2 weeks

• I suggest to create an account at my current hoster for the association and transfer the three domains (org/net/com) to that account. The annual fee for those three domains is 37.50€ (which is a fair price I think). I plan to do so in the first days of january - so we have the annual invoice in the same year. -- OliverKrueger - 11 Dec 2009

20091130-A15

SvenDowideit to open a general community discussion on the necessity of registering the FoswikiTrademark, and follow up on transferring the trademark registration to the association FoswikiTrademark

20091130-A16

CrawfordCurrie to open a general community discussion on necessity of a ContactAuthorOnly policy on extensions DoWeNeedExtensionChangePolicies

20091130-A17

SvenDowideit to lead a discussion regarding creation of a mailing list for the board members

20091130-A18

SvenDowideit (as leader if InfrastructureTaskTeam) to lead on formalisation of maintenance procedures for a list of resources and passwords - mailing list, domain management, server etc to ensure continuity of service

Decisions

All votes were unaninous unless documented otherwise.

20091130-D1

Implement task teams, though precise running details will be refined over time. This board is the Administrative Board, as described in TaskTeamGovernance

20091130-D2

Office holders:

• Treasurer: OliverKrueger
• Chair: CrawfordCurrie
• Deputy Chair/Secretary: KennethLavrsen

20091130-D3

Quorum - to be a valid board vote, a quorum of 3 members, one of whom must be the chair or the deputy chair, is required.

20091130-D4

Board votes by email are acceptable as long as emails are signed using Gnu Privacy Guard keys.

20091130-D5

Voice recording of meetings is permitted by all board members for the duration of their position, with the caveat that voice recordings are for private use only and must not be made public.

20091130-D9

Financial year will be calendar year, so subscriptions will be collected from 1st Jan, last date for subs 1st April

20091130-D6

Board ratifies the existing PrivacyPolicy proposal.

20091130-D7

Board agrees to OliverKrueger spending proposals; rent and court registration. (see FinancialStatement2009)

20091130-D8

A public record of association expenditure and income will be maintained on foswiki.org.

Date of next meeting

Next meeting will be 2009-01-04 at 06:30 GMT (Greenwich Mean Time)

Beyond the meeting

Something I missed to mention in our last meeting: Currently the address of the association is the office of KontextWork. To make it easier for me to correspond to the registration court and the financial authorities, I would like to change that. I can spare a dedicated physical mailbox [in Hannover]. If nobody objects I would register that address along with the registration of the new board members (which I haven't registered at the court yet). -- OliverKrueger - 11 Dec 2009

Unexpurgated minutes:

(06:38:42) SvenDowideit: 1) CDot is taking minutes until his KB is too noisy
(06:39:19) ***SvenDowideit read them and happy so far
(06:40:32) CDot: 2) md favours adopting task teams
(06:40:45) CDot: lavr wants to modify the proposal
(06:41:13) CDot: lavr wants a next board meeting to decide this
(06:41:57) CDot: cdot doesn't want to wait
(06:42:08) CDot: md says the proposal was fine, just not applied properly
(06:42:16) CDot: scope needs to be better defined
(06:42:44) CDot: cdot: how?
(06:42:56) CDot: md: board should control tt creation
(06:43:06) ***SvenDowideit thinks we agree that the board will and is implementing the task teams
(06:43:21) SvenDowideit: and all we need to do next is to refine and ratify
(06:43:39) Lavr: I propose that we will take the role as the board that steers the task teams but I would like to work more on the task team proposal because some things did not work so well
(06:43:42) CDot: cdot: we could undertake to review existing Task Teams, and either rubber-stamp them, or throw them back
(06:43:56) CDot: the proposal will be under continuous refinement
(06:44:07) SvenDowideit: continuous - exactly
(06:44:58) CDot: cdot: we can rubber stamp offline
(06:45:29) CDot: md: need to talk to TT leaders, ask them for their ideas
(06:45:35) SvenDowideit: refining, stamping etc are daily business for the board, no need for board meeting - bejond voting to adopt TT's
(06:45:58) CDot: md: some teams don't work the way they are intended
(06:46:20) CDot: sd: true, but that's not important right now. This meeting just needs to agree to do TT's.
(06:46:29) CDot: lavr: could spend whole hour on this
(06:46:56) CDot: cdot: can we have a show of hands for adopting TT's?
(06:46:59) ***SvenDowideit votes to adopt TT's and to develop them further
(06:47:11) OliverKrueger: +1
(06:47:11) MichaelDaum: me
(06:47:12) Lavr: yes
(06:47:15) MichaelDaum: +1
(06:47:16) CDot: yes
(06:47:20) CDot: unanimous
(06:47:47) CDot: action to follow up on this?
(06:47:57) CDot: sd: I will follow up
(06:47:58) ***SvenDowideit to follow up
(06:48:00) CDot: thanks Sven
(06:48:06) CDot: next?
(06:48:43) SvenDowideit: pick in order of popularity in vote :p
(06:48:49) CDot: 3) office holders
(06:49:21) CDot: lavr: propose oliver as treasurer, cdot seconds, oliver accepts, md "that's great"
(06:49:26) CDot: sven?
(06:49:33) ***SvenDowideit thanks OliverKrueger  :)
(06:50:02) CDot: ok, oliver is treasurer
(06:50:12) CDot: oliver proposes cdot as chair
(06:50:22) MichaelDaum: +1 on cdot
(06:50:35) Lavr: +1 cdot
(06:51:10) CDot: cdot accepts
(06:51:11) OliverKrueger: +1 cdot
(06:51:16) CDot: reluctantly
(06:51:31) CDot: lavr wants to be deputy chair
(06:51:37) MichaelDaum: k
(06:51:40) CDot: cdot seconds that
(06:51:41) OliverKrueger: +1 lavr
(06:51:49) ***SvenDowideit +1
(06:51:56) CDot: ok, lavr is deputy chair
(06:52:24) CDot: lavr will continue to chair, I will continue with minutes
(06:52:37) CDot: 4) bye laws
(06:52:47) CDot: regularity of meetings
(06:52:59) CDot: voting process
(06:53:15) CDot: quorum
(06:53:45) CDot: lavr: propose 3 people present, and 1 has to be chair or deputy chair/secretary
(06:53:57) ***SvenDowideit is happy to support that
(06:53:59) CDot: md: fine, ok: fine
(06:54:03) CDot: cdot: fine
(06:54:12) OliverKrueger: fine
(06:54:25) CDot: decision: quorum of 3, 1 must be chair or deputy chair
(06:54:36) CDot: md: how do we vote?
(06:54:38) SvenDowideit: y - public vote
(06:54:45) CDot: lavr: vote during meeting
(06:54:47) SvenDowideit: unless otherwise needed/determined
(06:54:56) OliverKrueger: +1
(06:55:03) CDot: +1
(06:55:26) CDot: cdot: do we allow email votes?
(06:55:28) SvenDowideit: yes to email - gpg key?
(06:55:48) SvenDowideit: i think we should consider that a valid proxy
(06:55:55) CDot: md: exchange public keys
(06:56:02) SvenDowideit: gpg key proposal lower in other business
(06:56:17) CDot: cdot: send keys again
(06:56:21) SvenDowideit: better to store them on a server
(06:56:29) CDot: action: all board members to send gpg keys to all others
(06:56:29) SvenDowideit: a gpg key server and to send url
(06:56:39) SvenDowideit: will send howto - SvenDowideit to follow up
(06:57:14) ***SvenDowideit agrees wrt meeting visibility
(06:57:28) CDot: frequncy - cdot favours a regular meetinfg, 
(06:57:35) CDot: md: first monday of the month?
(06:57:37) SvenDowideit: 'regular'?
(06:58:05) CDot: target first monday of the month, every month
(06:58:27) CDot: date of next meeting: Jan 4th
(06:58:39) SvenDowideit: and to use doodle to refine :)
(06:58:50) CDot: md: 1 hour later please?
(06:59:16) CDot: lavr: always have 8:00Z meeting
(06:59:32) CDot: lavr: can shift by 0.25h
(06:59:37) CDot: sd: discuss offline
(06:59:46) CDot: lavr: recording; how do we record?
(07:00:11) CDot: lavr: public agenda, public minutes 
(07:00:14) CDot: sd: agreed:
(07:00:25) CDot: sd: need small task team to make that easier
(07:00:32) CDot: (on foswiki.org)
(07:01:29) CDot: md: can anyone record?
(07:01:42) CDot: lavr: ok with recording, on condition that recording isn't made public
(07:02:13) MichaelDaum_: +1
(07:02:18) OliverKrueger: +1
(07:02:28) Lavr: accept recording but not accepting that the recording is made public
(07:02:31) SvenDowideit: happy to allow anyone to record, but we have a policy of not making that public
(07:02:31) CDot: cdot: for legal reasons, need acceptance that meeting may be recorded
(07:02:43) CDot: cdot: agreed should not be made public
(07:03:28) CDot: 5.a) bank or paypal account
(07:03:51) CDot: ok: not happy with alternatives
(07:03:58) ***SvenDowideit votes for paypal + real bank account
(07:04:02) CDot: md: paypal is expensive
(07:04:10) CDot: lavr: banks also expensive
(07:04:33) CDot: ok: can look around, but IMT is expensive
(07:04:34) SvenDowideit: paypal as a transfer system of simplicity, and then a real bank account for storage
(07:04:49) CDot: lavr: do we need a real account?
(07:04:57) CDot: ok: maybe for taxes, but can start without
(07:05:23) CDot: md: may have donations of much larger amouts
(07:05:38) CDot: wire xfer to bank account cheaper than paypal
(07:06:20) CDot: cdot: is paypal goverened by FSA compensation?
(07:06:25) CDot: sd: no
(07:06:47) CDot: cdot: we must keep balance down in paypal
(07:06:56) CDot: sounds like we need a bank account
(07:07:17) CDot: lavr: consensus: we need a german bank acct
(07:07:32) CDot: action: ok: look around and find an acct
(07:07:47) CDot: lavr: paypal is fine for International Money Transfer of small amounts
(07:08:06) ***SvenDowideit agrees that the association should hold a bank account and a paypal account - in the associations name
(07:08:16) CDot: md: need procedures for xfer of this account when assoc changes membership
(07:08:32) SvenDowideit: ok - we agree - details to be done offline
(07:08:38) CDot: md: what do we lose if acct is xfered internationally
(07:08:49) CDot: ok: details will be resolved offline
(07:09:00) CDot: 5.b) collection of fees
(07:09:12) CDot: sd: agree with cdot proposal (in agenda)
(07:10:01) CDot: ok: someone suggested we take no money until Q3 2010
(07:10:25) SvenDowideit: i don't recal that being voted / decided in the summit - so wonder where that comes from
(07:11:37) CDot: ok: set calendar of fees to the gregorian year
(07:11:45) CDot: cdot: what about FY's
(07:11:56) CDot: ok: all different
(07:12:01) ***SvenDowideit is happy to vote to expire at the end of every year
(07:12:20) CDot: cdot: fine with ok's proposals
(07:12:37) CDot: md: what about invoicing?
(07:13:01) CDot: ok: we can do that
(07:13:12) CDot: need to apply for special privilege
(07:14:04) CDot: lavr: FY date of founding assoc? or calendar year?
(07:14:28) ***SvenDowideit votes for calendar year
(07:14:33) OliverKrueger: +1
(07:14:35) CDot: cdot: support calendar year
(07:14:48) CDot: lavr: 1st april last payment date
(07:14:52) CDot: cdot: support that
(07:15:03) SvenDowideit: +1
(07:15:04) CDot: lavr: use paypal for now
(07:15:36) MichaelDaum: +1 on cal year and 4rst q next y (2010)
(07:15:40) CDot: no disagreements, so all above agreed.
(07:15:54) CDot: 5.c) tax application
(07:16:13) CDot: ok: this is the non-profit tax status
(07:16:51) CDot: ok: nothing to decide, just av action
(07:16:56) ***SvenDowideit thanks OliverKrueger for making it happen :)
(07:17:10) CDot: action: ok: follow up on non-profit tax status, with Jens
(07:17:32) CDot: 5.d) registration
(07:17:39) CDot: action: ok: follow this up too
(07:18:10) CDot: lavr: need full name and address on papers of each board member
(07:18:30) CDot: action: all: send that info to oliver: full postal address for each board member
(07:18:41) CDot: 5.e) rejected association members
(07:18:52) CDot: sd: didn't realise they were rejected
(07:19:10) CDot: lavr: some people no-one knew
(07:19:25) CDot: ok: marty brandon donated, so should be added to the roll
(07:19:32) CDot: lavr: we cannot overrule the GA
(07:20:03) CDot: lavr: we can only follow instructions of GA
(07:20:16) CDot: cdot: can't we ask for an onine vote?
(07:20:27) CDot: lavr: no. Could ask for an extraordinary GA
(07:21:04) CDot: action: lavr: will contact these proto-members
(07:21:08) SvenDowideit: thank you Lavr 
(07:22:24) CDot: 6) review of board actions from minutes - 5 items spotted by cdot
(07:22:44) SvenDowideit: um, not 5 spotted by CDot 
(07:22:50) CDot: ok: read them
(07:23:01) SvenDowideit: 3 by CDot  - at leats 2 by me :p
(07:23:09) CDot: sd: sorry
(07:23:43) CDot: lavr: public information must be signed by the board
(07:24:00) CDot: sd: looking for someone to make it happen
(07:24:11) CDot: action: sd: will follow up on this and make it happen
(07:24:18) CDot: privacy policy
(07:24:22) CDot: ok: already have one
(07:24:35) ***SvenDowideit votes to ratify the existing doc
(07:24:38) CDot: no dissenting voices to that proposal
(07:24:49) OliverKrueger: +1 for the current priv pol
(07:24:51) CDot: user domains; formal handover
(07:25:06) CDot: sd: depends on what the assoc can do to hold the domains
(07:25:24) CDot: sd: would prefer them held by the assoc, in the same way as the bank acct
(07:26:05) CDot: ok: eb eBv can hold domains
(07:26:41) CDot: ok: not clear what the law is on this
(07:27:07) CDot: action: ok: follow up on xferring the domains
(07:27:19) CDot: cdot: target date?
(07:27:31) CDot: ok: target within 2 weeks
(07:27:48) CDot: md: remember this crosses the FY
(07:28:16) CDot: trademark
(07:29:02) CDot: action: lavr: to follow up on this with Lynnwood, coordinate with ok:
(07:29:14) SvenDowideit: suggestion by andrew tridgwell
(07:29:21) SvenDowideit: register the tm, then let it lapse
(07:29:27) SvenDowideit: then no-one can claim it
(07:30:01) Lavr: it was not Lavr that said he would follow up
(07:30:04) CDot: md: think we need TM in US, not in EU
_cdot looked up a bunch of law books yesterday; believes TM reg is appropriate in US, but no EU due to lack of additional protections_
(07:30:45) SvenDowideit: yup, same in AU
(07:30:59) CDot: lavr: will the assoc gain by registering?
(07:31:11) CDot: md: threat is someone else grabs it
(07:31:12) SvenDowideit: ok - can we discuss this offline with the general community?
(07:31:20) SvenDowideit: as we're clearly still discussing it
(07:32:50) ***SvenDowideit will take care of the tm discussion
(07:32:50) CDot: action: sd: follow this up in the general community and talk to Lynnwood
(07:33:18) CDot: stepping back - just a wording thing
(07:33:55) CDot: No TLA's - accepted by all
(07:34:15) CDot: contactauthorpolicy - discuss on foswiki.org/mailing list
(07:34:39) CDot: either remove it or keep with clearer understanding
(07:34:44) CDot: action: cdot to follow up
(07:34:58) CDot: fininacial status:
(07:35:10) CDot: ok: need money for court registration, rent
(07:35:28) CDot: started with 715 euros, left with 560, had 8 membership fees
(07:35:31) ***SvenDowideit agrees to the spending proposal from OliverKrueger 
(07:35:33) CDot: current balance 636 euros
(07:35:49) ***CDot supports ok's spending proposals
(07:36:01) CDot: md: must tell community on regular basis
(07:36:03) ***SvenDowideit thinks OliverKrueger's report should be a topic on f.o
(07:36:21) CDot: ok: need to report on spending before the assoc
(07:36:22) SvenDowideit: and then the board just ratifies it
(07:36:42) CDot: md: need 2 numbers: spend in last 1/4, and balance
(07:37:18) CDot: md: kde 1/4ly reports
(07:37:20) SvenDowideit: MichaelDaum, proposed that we have an association report/newsletter - and that would contain those things
(07:37:44) CDot: lavr: have a foswiki.org page with the accounts
(07:37:46) ***SvenDowideit thinks we should make that the details are the top proposal for the next board meeting
(07:37:55) CDot: cdot: agrees
(07:38:03) Lavr: public accounting on foswiki.org +1
(07:38:07) OliverKrueger: +1 for full transparency
(07:38:13) SvenDowideit: +1 to public accounting on f.o
(07:38:33) CDot: continuous report, updated as thinks happen
(07:38:41) CDot: md: do not agree
(07:38:42) SvenDowideit: continuous reporting as things happen +1
(07:39:56) CDot: md: objects, not feasible long term, but if ok: wants to do it, so be it
(07:40:13) CDot: ok will do this while it is manageable
(07:40:50) CDot: SF mailing list
(07:40:59) SvenDowideit: i will make list
(07:41:00) OliverKrueger: +1
(07:41:00) CDot: create one
(07:41:32) CDot: action: sd: will create mailing list
(07:41:39) CDot: md: private
(07:41:42) CDot: sd: public
(07:41:58) CDot: sd: (tm)wiki private core list created distrust
(07:42:55) CDot: discuss offline
(07:43:03) CDot: action: sd: lead on discussing this
(07:43:51) CDot: password etc:
(07:44:02) CDot: cdot: need to drive organisation into infra task team
(07:44:13) CDot: sd: accept, and as team lead take action to do that
(07:45:04) CDot: action: sd: organise this in the infra task team
(07:45:06) SvenDowideit: thankyou all for a very productive meeting :)
(07:45:15) OliverKrueger: thanks. :)
(07:45:27) CDot: thanks to all for excellent meeting; will write minutes later today