Dublin, 2015

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Location

Gibson Hotel, Dublin, Ireland

October 9, 2015 at 0900 - 1700 in the Cordoba room

Agenda

  • Treasurer report
  • Election of new members
  • Replace Leon on board
  • PROPOSAL: new structure

Forms

Attendance

Members

  • Denys 'denix' Dmytriyenko
  • Sean 'darknighte' Hudson
  • Philip 'Crofton' Ballister
  • Richard Purdie (proxy for Paul Eggleton + David Stewart)
  • Saul Wold
  • Anders Darander
  • Alexandre Belloni
  • Trevor Woerner
  • Marco Cavallini
  • Andrei Gherzan
  • Nicolas Deschesne
  • Natan Rossi
  • Koen Kooi
  • Paul Eggleton
  • Mark Hatle

Non members present and elected to become members

  • Armin Kuster
  • Changhyeok Bae
  • Beth Flanagan
  • Michael Halstead
  • Peter Kjellerstedt

Non members present but have not elected to become members

  • Belen Barros Pena
  • Ashish Shirastava


Meeting notes

Meeting opened 09:30

  • Attendees Documented

Financial Summary Presented

  • no financial events in 2015 to date
  • current bank account in Germany, E 1731, unchanged from last year
  • small donation to prove out SPI path in US, $ 181
  • taxes: exempt 2010-2012 (3 yr cycle) confirmed by DE tax dept, 2013-2015 cycle still in progress
  • $ 50 US on hosting/dns undeclared, no other expenses expected
  • SPI is a 501c3 nonprofit in the US, provides services to nonprofits including OE
  • don't want to do our own 501c3 due to paperwork
  • proposed plan to move funds, but no one has access to account
  • Yocto Project provided room, Philip provided stickers
  • Treasurer report approved

New member vote

  • 5 new members introduced and voted in, no objections

Member expiration

  • Member expiration needs to be handled handled by the board
  • Old members not stricken from roster, just made inactive
  • Had 41 active members, 23 present

Replace Leon on Board

  • not enough time to participate
  • willing to continue to handle tax issues
  • formal recognition for excellent job as treasurer
  • willing to handle until a replacement chosen
  • request for volunteers
  • Armin volunteers, voted in with no objections

Proposed Structure Change [Sean]

  • Proposal to change/establish new bylaws, dissolve eV, depend on SPI for 501c3 status & Texas corp for legal entity
  • Sean's wife donating time & effort for legal documentation
  • eV binds our hands administratively re physical meetings, representation, voting
  • We're here for the technical issues, minimize the administrative noise
  • Different types of corps in US: 501c3 (tax free nonprofit), etc. Texas corp legal entity
  • Project needs legal entity/administrative body. can be one person (currently Philip) but we want to point it to a role, OE treasurer.
  • Incorporating in TX minimal process, meets both needs: legal entity as corporation, financial through SPI
    • Saul question annual fees for corp? in TX we likely won't meet minimal income requirement
    • Why not go with existing 501c3? subject to their bylaws
    • Change membership requrements? meet in TX annually? no more physical requirement for meetings - can do electronic meetings
    • Also able to easily change our own rules
  • Email thread about concerns, board has more power than before
    • PB gets very little feedback from membership
    • MH has read a lot of these docs - board responsible org, they have to have power to administrate
    • Can put no-exit situation together with legal language, want to avoid
    • If evil or idle, board can get rid of board members; board is reelected
  • some questions about roles (e.g. TSC)

Proposal for consideration:

  • new corporation in Texas, not a nonprofit, using the draft document posted in July
  • mandate to the board to dissolve eV as soon as new structure in place, handle any tax burden
  • continue using SPI for financials, transfer money as soon as practical
  • Goal is to get the OE membership more involved by reducing the overhead involved with the e.V.
  • Members present had no objections for board looking into this
  • By the next GA, the board plans to have a proposal to vote on
    • Must be well in advance for proxy instructions

TSC

Meeting Closed at xx:xx

Action Items