Dublin, 2015

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Gibson Hotel, Dublin, Ireland

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


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




  • Denys 'denix' Dmytriyenko
  • Sean 'darknighte' Hudson (proxy for Leon Woestenberg)
  • Philip 'Crofton' Ballister
  • Richard Purdie (proxy for Otavio Salvador + Ross Burton)
  • Saul Wold (proxy for David Stewart)
  • Anders Darander
  • Alexandre Belloni
  • Trevor Woerner
  • Marco Cavallini
  • Andrei Gherzan
  • Nicolas Deschesne
  • Natan Rossi
  • Koen Kooi (proxy for Khem Raj)
  • Paul Eggleton (proxy for Andrea Adami)
  • Mark Hatle (proxy for Tom Rini + Bruce Ahfield)

Non members present and elected to become members

  • Armin Kuster
  • Changhyeok Bae (proxy for Martin Jansa)
  • 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
  • Congratulated newly elected TSC members

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)
  • vote now or lose a year until the next meeting, incur a new 3yr eV tax period
  • recognize Sean and and Janine for the work

Proposal for consideration:

  • new corporation in Texas, not a nonprofit, using the draft document posted in July
  • continue using SPI for financials, transfer money & IP (logo) as soon as practical
  • mandate to the board to dissolve eV as soon as new structure in place, handle any tax burden

Vote: no objections, passed unanimously


  • KK: should administrative roles be required to be members?
    • policy for contrib branches very relaxed, so lots of people have access but not many have core access
    • 8 people have non-contrib access, 141 contrib
  • KK: code of conduct?
    • yocto project has one
    • general requirement for non-members

Request to the board:

  • require board to make a list of assets, who has access to them, propose we make them members
  • investigate & create a code of conduct, establish roles & responsibilities at various levels

Establish relationship between Yocto Project and OpenEmbedded, rep. to YP AB

  • chain of accountability & transparency
  • RP: choose representative, currently PB

Meeting Closed at 11:00

Action Items