Foswiki Association Board Meeting Minutes 20091130
Agenda
 Review this agenda, identify chair and minute taker, and how we will record/track actions for this meeting
 Ensure we have all read the Association Articles http://foswiki.org/Community/AssociationArticlesTranscriptEnglish#11_Board_of_Directors and understand the duties of the board.
 Process for clarification of any points in doubt.
 Is this board also the board described in http://foswiki.org/Community/TaskTeamGovernance?
 Appoint office bearers
 Deputy chairperson / secretary
 Treasurer
 Chairperson
 "Bylaws of the board"
 Meeting procedures
 Frequency of board meetings, how a meeting gets called  SD suggests quarterly  regular but fast meetings probably suite the members better
 Voting process
 Quorum
 Decision recording
 a form based app was suggested  this could also serve the PlanningAndOpsForumProposal
 this topic will be used for this initial meeting
 Organisational questions
 Decide where/if to create a bank/paypal account?
 http://www.screwpaypal.com/alternatives/alternatives_non_ebay.html
 How do we organise the collection of membership fees?
 CDot proposal:
 Mail all members
 Ask them to use PaymentMethod to submit payment
 On confirmed receipt of full payment
 flip their personal page status to "Member",
 add the date to the list of members.
 Decide on who should follow up the tax reduction application stuff?
 WTF is this? Any papers we should be reading?
 By default an association has no tax privileges. We have to apply for them. OliverKrueger will ask JensHansen and/or the fiscal authorities.
 Follow up the registration of the new board at the court?
 Any papers we should be reading?
 The wording of the law? Its just a simple requirement that the current board has to be known to the court/state.
 Decide what to do about the "rejected" association members?
 Do they have to wait for the next GA?
 Yes. It was discussed at the GA that the conditions for membership on the articles was to be understood as an AND. (Kenneth)
 Contact them to explain.
 Review of association minutes, identification of decisions we are asked to implement
 Everyone please review and add agenda here before the meeting (C.'s & SD's trawl below)
 "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
 the board will make sure that there is a privacy policy (need to set a deadline)  refine and ratify PrivacyPolicy
 Use of Domains  ACTION for board: There has to be a formal handover.
 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
 FoswikiTrademark  Foswiki registered trademark in US  the board will contact Lynnwood
 Election of board records that Oliver 'stepped back' and was elected. I suspect that someone else did the stepping? (needs someone that was there?)
 Any other business
 No TLA's (SvenDowideit)
 ContactAuthor policy on extensions (CrawfordCurrie)
 Short report on the financial status (OliverKrueger)
 SF mailing list  foswikiboard ?
 board should probably be responsible for mainatining a list of resources and passwords  mailing list, domain management, server etc to ensure continuity of service
 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
 20091130A1
 SvenDowideit to speak to Task Team leaders, lead refinement of the scope of their teams.
 20091130A2

OliverKrueger send Gnu Privacy Guard public key to all board members as soon as possible
 20091130A3

MichaelDaum send Gnu Privacy Guard public key to all board members as soon as possible
 20091130A4

KennethLavrsen send Gnu Privacy Guard public key to all board members as soon as possible.
 20091130A5

Main.SvenDowideit send Gnu Privacy Guard public key to all board members as soon as possible.
 20091130A6

CrawfordCurrie send Gnu Privacy Guard public key to all board members as soon as possible
 20091130A7
 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
 20091130A8
 OliverKrueger to follow up on nonprofit tax status, and court registration, with JensHansen
 20091130A9

MichaelDaum send full postal address to OliverKrueger as soon as possible
 20091130A10

KennethLavrsen send full postal address to OliverKrueger as soon as possible
 20091130A11

Main.SvenDowideit send full postal address to OliverKrueger as soon as possible
 20091130A12

CrawfordCurrie send full postal address to OliverKrueger as soon as possible
 20091130A13

KennethLavrsen to contact protomembers of the association to explain situation, and decide if we need an extraordinary General Assembly .
 20091130A14
 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
 20091130A15

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
 20091130A16

CrawfordCurrie to open a general community discussion on necessity of a ContactAuthorOnly policy on extensions DoWeNeedExtensionChangePolicies
 20091130A17
 SvenDowideit to lead a discussion regarding creation of a mailing list for the board members
 20091130A18

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.
 20091130D1
 Implement task teams, though precise running details will be refined over time. This board is the Administrative Board, as described in TaskTeamGovernance
 20091130D2
 Office holders:
 20091130D3
 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.
 20091130D4
 Board votes by email are acceptable as long as emails are signed using Gnu Privacy Guard keys.
 20091130D5
 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.
 20091130D9
 Financial year will be calendar year, so subscriptions will be collected from 1st Jan, last date for subs 1st April
 20091130D6
 Board ratifies the existing PrivacyPolicy proposal.
 20091130D7
 Board agrees to OliverKrueger spending proposals; rent and court registration. (see FinancialStatement2009)
 20091130D8
 A public record of association expenditure and income will be maintained on foswiki.org.
Date of next meeting
Next meeting will be 20090104 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 rubberstamp 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 nonprofit 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 nonprofit 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 noone 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 protomembers
(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 noone 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