Add log for 2023 AGM

Signed-off-by: Ulrich Müller <ulm@gentoo.org>

1 files changed, 666 insertions, 0 deletions

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+<@robbat2> ulm, antarus, prometheanfire, soap, antarus, dabbott, robbat2:
+           meeting time                                                 [21:01]
+* ulm here
+* soap here
+<antarus> here
+<@robbat2> antarus: I forecast FY2024 depreciation as ~$10k, assuming no
+           capital purchases
+<antarus> (they were done for the fiscal, and we paid no taxes this fiscal)
+                                                                        [21:02]
+<@robbat2> somewhere I saw how to calculate efficiecny taking into account
+           depreciation
+<@robbat2> but i'll have to dig it out
+<antarus> I wrote the letter, but not an agenda                         [21:03]
+<@robbat2> did we have a general template for the old meetings somewhere?
+<antarus> Let me see if I have the one from last year
+<@robbat2> https://wiki.gentoo.org/wiki/Foundation:Meetings/2022/09
+*** alexxy (~alexxy@gentoo/developer/alexxy) has quit: Quit: No Ping reply in
+    180 seconds.                                                        [21:04]
+<@robbat2> rollcall: present ulm, soap, antarus, robbat2
+<@robbat2> absent: prometheanfire, dabbott, anarchy
+<@ulm> do we have a quorum of members?
+*** alexxy (~alexxy@gentoo/developer/alexxy) has joined channel
+    #gentoo-trustees                                                    [21:05]
+*** ChanServ (ChanServ@services.libera.chat) has changed mode for
+    #gentoo-trustees to +v alexxy
+<antarus> do we need one?                                               [21:06]
+<@robbat2> formally, the AGM is a meeting of members, not of trustees, and it
+           supposed to have a qourum of members, unless waived
+<+dilfridge> Section 3.9. Member Quorum                                 [21:07]
+<+dilfridge> Except as otherwise required by law, by the Certificate of
+             Incorporation or by these Bylaws, one-third (1/3) of the members
+             entitled to vote, represented in person, shall constitute a
+             quorum at a meeting of members. 
+<@robbat2> however, we have *never* had a sufficent qourum present for an AGM,
+           in the history of the foundation
+<@robbat2> there are 78 members currently on the books, so we'd need 26
+           present                                                      [21:08]
+<+sam_> when was the last time membership was pruned?                   [21:09]
+<@robbat2> that's something I want to discuss here
+<@robbat2> after the old business parts
+<+sam_> ack
+<antarus> we pruned it in June                                          [21:10]
+<antarus> but our pruning criteria isn't super effective
+<@robbat2> that was pre-election
+<@robbat2> anyway, by rough count, I think we have 22 members present
+<@robbat2> very fast hacky code
+<@ulm> "present" = in the channel?
+<@robbat2> yes, as in the channel
+<@robbat2> which kind of sucks in other ways
+<@robbat2> which is why...                                              [21:11]
+<@ulm> that doesn't really mean they're actually present
+<antarus> I mean I doubt it would count, even if we had the numbers
+<antarus> so I'm not sure why we care
+<@ulm> anyway, no quorum
+<@robbat2> motion: agm to proceed without member quorum, to pass by qourum of
+           old & new trustees
+<antarus> aye
+<@robbat2> aye
+<@soap> aye
+<@ulm> yes                                                              [21:12]
+<@ulm> actually, who are old and new trustees?
+<@ulm> also, when and how have they been appointed?
+<@robbat2> (absents: anarchy, prometheanfire)
+<@robbat2> old: antarus, anarchy, prometheanfire, robbat2, soap         [21:13]
+<@ulm> sorry to ask this, but the information is sort of hard to come by
+<@robbat2> (the formatting is terrible)
+<@robbat2> new: ulm, robbat2, prometheanfire, soap, (vacant)
+<@robbat2> [anarchy should have been up for re-election per terms, but we
+           didn't get a candidate]                                      [21:14]
+<@ulm> ok, so robbat2 and ulm have been elected this year
+<@ulm> prometheanfire and soap in 2022 then?
+<@ulm> or appointed w/o election?
+<@robbat2> for the motion purposes: unique set: antarus, antarus,
+           prometheanfire, robbat2, soap, ulm (6); 4 ayes, 2 absent =>
+           majority pass
+<antarus> I believe in 2022 (assuming you mean gregorian calendar) they were
+          appointed                                                     [21:15]
+<@ulm> antarus and anarchy in 2021, so their term ends now?             [21:16]
+<antarus> correct 
+<@ulm> thanks
+<@robbat2> double-checking all the above is good, and should probably happen
+           out of band                                                  [21:17]
+<@robbat2> paperwork steps for the meeting:
+<@robbat2> 1. who's doing the formal logging?
+<@ulm> robbat2: there's twice antarus in your list above
+<@robbat2> good catch, one was supposed to be anarchy
+<@robbat2> since he's not in the channel my autocomplete failed         [21:18]
+<@robbat2> paperwork 2: who's recording the minutes/motions
+<@robbat2> i'll take the minutes task, and nominate ulm, so we can make sure
+           his access to commit them works ;-)
+<@robbat2> *nominate ulm for the logging
+<@ulm> logging like in irc log?                                         [21:19]
+<@robbat2> yes, uploaded to the right place
+<@ulm> sure
+<antarus> good cause I haven't tried commiting since I retire and my gpg key
+          won't sign stuff cause it expired ;p
+<@robbat2> the previously posted agenda items from the email, as old business:
+<@robbat2> president's report
+<@robbat2> treasurer report
+<@robbat2> appointment of officers                                      [21:20]
+<@robbat2> after that will be recurring task review & new business
+<@robbat2> anybody need amendments to that agenda, or shall we turn it over to
+           antarus for the presidents report?                           [21:21]
+<antarus> no                                                            [21:22]
+<@robbat2> (i'm making a meeting page in the meantime)                  [21:23]
+<@robbat2> antarus: the president's report please?
+<antarus>
+          https://docs.google.com/document/d/e/2PACX-1vTmOGiQMHOSzfU-jALMAFyARnv252R2SdXUekHUPdZ21njwzVJm58K5mnYM_vhiphZM6rx_dvVV_m1n/pub
+<antarus> I tried to keep it brief, finances are in good shape, we continue to
+          accrue cash. No particular problems in terms of operations from the
+          money-side.                                                   [21:24]
+<antarus> Nitrokey contacted us in May regarding a new contact for the
+          nitrokey 3                                                    [21:25]
+<antarus> we have not yet responded
+<antarus> (but it seems they are open to some kind of renewal in that
+          relationship.)
+* dilfridge suggests that given the company's history no contract is signed
+  until the nitrokeys are actually deliverable
+<+arthurzam> I also read that they aren't using the final firmware on those
+             keys currently being delivered, so various promised capabilities
+             weren't brought, and future upgrade would require somehow writing
+             the new firmware                                           [21:27]
+<antarus> I do not plan on being on the board anymore and I retired from
+          Gentoo in August of this year; I wish you teh best of luck in
+          finding a fiscal sponsor.
+<antarus> Any questions about the report (brief as it is)
+<+sam_> that doesn't agree iirc with what robbat2 said a week or two ago
+                                                                        [21:28]
+<antarus> what doesn't?
+<@robbat2> paperwork question: please submit a PDF/HTML version we can include
+           in the archives, because I don't trust docs.google.com to exist
+           forever
+<antarus> I don't really intend to discuss the nitrokey contact at this exact
+          moment
+<antarus> I will email it to nfp later as pdf
+<antarus> I think?
+<antarus> I 'm not sub' anymore
+<antarus> I'll email it to trustees@
+<@robbat2> sam_: can you please clarify which part doesn't agree?
+<+sam_> [2023-07-31T19:40:29+0100] <@robbat2> and I propose to appoint antarus
+        back to the board as one of the existing bank signatories, because
+        we'll need all of them in the process of closing down accounts
+                                                                        [21:29]
+<+sam_> [2023-07-31T19:42:10+0100] <+ulm> robbat2: that would require him not
+        to retire?
+<+sam_> [2023-07-31T19:42:24+0100] <+ulm> according to section 5.2 of the
+        bylaws?
+<+sam_> [2023-07-31T19:59:06+0100] <+ulm> robbat2: I have asked this before,
+        is there a date and time for the AGM already?
+<+sam_> [2023-07-31T19:59:23+0100] <+ulm> and if not, should we fix them?
+<+sam_> [2023-07-31T22:47:52+0100] <@robbat2> we have not set an AGM datetime
+        yet
+<+sam_> is that abandoned now?
+<antarus> I'm happy to table the nitrokey discussion until later
+<antarus> the intent isnt' to have at this point in the meeting.
+<@ulm> +1 I suggest that we figure out nitrokey later, not during this meeting
+<@robbat2> sam_: that's going to be covered in apointment of officers   [21:30]
+<+sam_> right, okay, antarus brought it up now which is why I say
+<+sam_> happy to talk about it later though
+<antarus> +1                                                            [21:31]
+<@robbat2> i have no questions about the substance of the president's report;
+           i have some remarks relevant to it that i'll cover as my treasurer
+           report shortly
+<antarus> I agree it doesn't match, it doesn'
+<antarus> doesn't need to, we can work on the disagreement at the appointment
+          time.
+<@robbat2> ulm, soap: if you have no questions, we can motion to accept the
+           report                                                       [21:32]
+<@ulm> no questions to the president's report
+<@soap> no questions
+<@robbat2> motion: accept the president's report as written
+<@robbat2> aye
+<@soap> yes
+<antarus> aye                                                           [21:33]
+<@ulm> yes
+<@robbat2> motion passes: 4 aye, 2 absent
+<@robbat2> treasurer's report:
+           https://wiki.gentoo.org/wiki/Foundation:Gentoo_Foundation_Finances_FY2023
+                                                                        [21:34]
+<@robbat2> i have some additional remarks that didn't fit there         [21:35]
+<@ulm> what's the meaning of the various programs in section 1.5?
+<@ulm> i.e. Foundation / Infra / NONE?
+<@robbat2> "Program" in this context refers to a specific section of the
+           business in the IRS classification stuff                     [21:36]
+<@robbat2> it can be a organization division, and/or a project/initiative
+           division
+<@robbat2> e.g. in a much larger non-profit, a major fundraising program to
+           buy real estate could be a project                           [21:37]
+<@robbat2> there should be at least programs in any non-profit: the operating
+           tasks of the non-profit itself (Foundation in this case), and the
+           "business" of the non-profit
+<@robbat2> in Gentoo's case, the "business" of the non-profit is things to
+           support our open source mission, so mostly Infra costs to run the
+           distro                                                       [21:39]
+<@robbat2> ulm: that answer it well enough? I should give you a tour of the
+           finances repo that will help cover some more of that         [21:40]
+<+dilfridge> ok so for us non-cpa's, may I try to summarize the tables and you
+             tell me/us whether I see it correct?
+<@ulm> thanks, that answers it
+<@robbat2> *at least 2 progams in any non-profit
+<@robbat2> dilfridge: yes please
+<+dilfridge> "Statement of Financial Position" paragraph
+<@ulm> it's actually not much different from the system for a e.v. in Germany
+<@robbat2> (i'm not a CPA at all, the last accounting *course* I took was in
+           high school)                                                 [21:41]
+<+dilfridge> left table (the large one), "Assets" is the sum over everything
+             we "have" (either bought hardware or cash)
+<+dilfridge> minus the depreciation
+<@robbat2> left table: assets & contra-assets [Accumulated-Depreciation]
+                                                                        [21:42]
+<+dilfridge> this is a "current state", the depreciation is accumulated over
+             the past years, so purchase price - depreciation = rest value
+<+dilfridge> right table: apparently sums up expenses and income over several
+             years, and then ends up with the current state described left
+<@robbat2> right table is liabilities & equity                          [21:43]
+<@robbat2> we have no liabilities (which is fantastic)
+<+dilfridge> (unclear is, which time range)
+<+dilfridge> the next part is "Statement of Activities" paragraph       [21:44]
+<+dilfridge> this is fairly easy (to me) and describes income and expenses in
+             the current financial year
+<@robbat2> retained earnings in a corporation would be the value that has NOT
+           been taken out of the business (dividends to shareholders,
+           repayments to investors etc)
+<@robbat2> correct on statement of activities                           [21:45]
+<antarus> I thought we signed a contact with BCL libraries co-op, did we never
+          execute it? (in terms of "we have no liabilities")
+<@robbat2> antarus: i'll cover that later
+<antarus> k
+<@robbat2> dilfridge: continue                                          [21:46]
+<+dilfridge> then, "statement of functional expenses"
+<+dilfridge> this is splitting up the expenses of the previous paragraph into
+             subfields
+<@robbat2> breakdown of all expenses, by the IRS perscribed program system
+<antarus> I wish the mail expenses separated email and check-cashing services;
+          but I probably don't care enough to fix it ;p                 [21:47]
+<antarus> er s/email/mail/
+<+dilfridge> (foundation running costs, infra running costs, asset
+             depreciation)
+<@robbat2> Statement of Cash Flows would be a similar breakdown of Income,
+           it's not implemented in my financial statement report generator
+<+dilfridge> last is "Capital Assets", which is essentially an inventory
+<@robbat2> we have no investing or financing activities at this time (or ever
+           to my knowledge), so it would be identical to the income above
+                                                                        [21:48]
+<+dilfridge> not very readable but that doesnt really matter as long as
+             someone knows what the numbers mean :o)
+<@robbat2> yes, inventory of what we own; needs some detailed auditing, esp of
+           the stuff purchased for developers
+<@ulm> after what time are computers fully depreciated to a book value of 0$?
+                                                                        [21:49]
+<+dilfridge> that's it from me
+<@robbat2> if you look at a previous year, the change-of-position section for
+           capital assets gives you a detailed description:
+           https://wiki.gentoo.org/wiki/Foundation:Gentoo_Foundation_Finances_FY2022#Change_of_Position
+<+dilfridge> Assets:Capital:Computers:*     00.12               5
+<@robbat2> ulm: 5 years for computers, per IRS MACRS rules
+<+dilfridge> I guess that ^ means 5 years?                              [21:50]
+<@robbat2> correct
+<@robbat2> ulm, soap, antarus: any further questions about the treasurer's
+           reports?                                                     [21:52]
+<@soap> nope
+<@ulm> no
+<antarus> no
+<@robbat2> prior to the motion; i'd like to note this report is pending
+           approval by the tax accountant, per the comments at the top. 
+                                                                        [21:53]
+<@robbat2> that does not constitute CPA review, just approval for correctness
+           for tax filing purposes
+<@robbat2> motion: approve the FY2023 treasurer report                  [21:54]
+<@robbat2> abstain (because I wrote the treasurer report)               [21:55]
+<@ulm> yes
+<antarus> yes
+<@soap> yes
+<@robbat2> outcome: passes, 3 aye, 1 abstain, 2 absent
+<@robbat2> additional remarks for FY2024:                               [21:56]
+<@robbat2> I know that we would *like* to wind up the foundation into a fiscal
+           umbrella
+<@robbat2> to make that easier, we need to ensure that we don't have tax owing
+           for FY2024                                                   [21:57]
+<@robbat2> for that, our expenses must balance or exceed the income
+<@robbat2> fortunately that includes the contra-asset expense of depreciation
+                                                                        [21:58]
+<@robbat2> based on present assets, my forecast is that FY2024 depreciation
+           will be approximately $10k
+<+dilfridge> so, the depreciation will be lower
+<+dilfridge> yes
+<@robbat2> and our income is likely to be $16k again
+<@robbat2> so we have to make additional capital purchases of at least $6k
+<antarus> we could also just remove the donation button ;)              [21:59]
+<+dilfridge> cough
+<+dilfridge> let's replace some athlons ;)
+<antarus> We had discussed in the past giving money to someone else (like the
+          OSUOSL)
+<antarus> although I'm not sure they have as easy of a donation method for our
+          donors to use                                                 [22:00]
+<+dilfridge> that's something we could do at last resort                [22:01]
+<@robbat2> yes, donating to another 501c3 non-profit is an option, but need to
+           balance it carefully due to the tax credits
+<antarus> anyway, just a remark
+<antarus> don't need to sort it here.
+<@ulm> could we spend some money for bug bounties?                      [22:02]
+<@ulm> e.g. fix the e-mail archives? :)                                 [22:03]
+<+dilfridge> YES PLEASE
+<@robbat2> yes, subject to working out the details for it
+<@robbat2> (buying stuff is easier than paying people)                  [22:04]
+<@robbat2> anything else, or we'll move on the discussion of the officers and
+           open seat
+<antarus> nope                                                          [22:05]
+<@robbat2> ok, officers:                                                [22:07]
+<@robbat2>
+           https://wiki.gentoo.org/wiki/Foundation:Bylaws#Section_5.2._Qualification
+<@robbat2> At the minimum, we *MUST* have President, Secretary, Treasurer; The
+           President & Secretary MUST NOT be the same person
+<@ulm> these need not be board members, correct?                        [22:08]
+<@robbat2> In addition to those roles we MAY have: Chair, Vice-Chair,
+           Vice-President, Assistant Secretary,  Assistant Treasure
+                                                                        [22:09]
+<@robbat2> Only the Chair & Vice-Chair MUST be board members
+<@robbat2> e.g. Antarus can continue to be the president, even without being a
+           trustee or foundation member                                 [22:10]
+<+dilfridge> (assuming he isn't retired as developer)
+<+sam_> are you proposing that or giving it as an example?
+<@robbat2> that's as an example. The bylaws also don't require officers even
+           be a developer                                               [22:11]
+<@ulm> dilfridge: IIUC officers need not be devs
+<@robbat2> ulm: as a civil servant, can you summarize restrictions that
+           prevent you from holding any officer roles?
+<@ulm> I'd have to apply for that role again with my employer           [22:12]
+<@ulm> but I'd decline anyway, for lack of time, and also possible conflict of
+       interest, because I'm president of Gentoo e.V.                   [22:13]
+<@robbat2> thanks                                                       [22:14]
+<@robbat2> also of relevance: we have the two distinct sets of bank accounts,
+           with different signatories
+<@robbat2> set 1 has prometheanfire & antarus as signatory
+<@robbat2> set 2 has only dabbott left (further back tsunam & fmccor were also
+           on it)                                                       [22:15]
+<@ulm> president and treasurer could be the same person?
+<@robbat2> in practice, the bank accounts basically require US citizens as
+           signatories
+<@robbat2> yes, president and treasurer could be the same person
+<antarus> I'm not entirely sure set 1 even has me on it
+<antarus> (but it could)                                                [22:16]
+<@robbat2> we need at least one of Secretary & President to be US citizens,
+           for some paperwork signing purposes
+<@robbat2> to make the officer allocation easier: we need to fill the open
+           trustee seat                                                 [22:17]
+<@robbat2> antarus: would you accept any appointment of the trustee seat, or
+           an officer role, or do you intend to exit as much as possible? 
+                                                                        [22:19]
+<antarus> I would decline even if appointed
+<antarus> (sorry)
+<+dilfridge> I have the same limitation as ulm (for any official role I have
+             to ask permission from my employer / the state of Bavaria)
+                                                                        [22:20]
+<antarus> appoint mattst88 ;)
+<+dilfridge> definitely not interested in becoming treasurer (robbat2 is doing
+             that just great)                                           [22:21]
+<@robbat2> yes, I intend to continue as treasurer unless anybody wants to oust
+           me ;-)                                                       [22:22]
+<antarus> (I need to get lunch soon, so I may need a 20m break to fetch it)
+<@robbat2> antarus: i have one specific request for you, since you're going to
+           decline the appointments                                     [22:23]
+<@robbat2> can you verify if you are still a signatory, and if you are, remain
+           until such time we have have 2 other US citizens as signatories, or
+           the accounts are closed?
+<antarus> I will do the first part at least                             [22:26]
+<@robbat2> thank you                                                    [22:28]
+<antarus> the answer appears to be no; I think last time I did this we got
+          paper statements in teh mail I used to construct the financials
+          (interest payments, etc.)
+<@robbat2> soap: are you subject to any restrictions about holding an officer
+           role?                                                        [22:29]
+<@soap> no
+<@soap> or I dont think so
+<antarus> => lunch, back in 20
+<@soap> that said, I'm not keen on it either                            [22:30]
+<@robbat2> prometheanfire isn't here, so I can't badger him into taking a role
+<+dilfridge> (that's the point :o)
+<@robbat2> since we need a US citizen to sign paperwork, he's the only
+           remaining choice other than the open seat
+<+dilfridge> we could ask maffblaster for secretary                     [22:31]
+<@soap> robbat2: oh, but I couldnt do it anyhow
+<@soap> I'm not a US citizen?
+<@robbat2> we need at least 1 of president/secretary to be US
+<@robbat2> doesn't need to be both
+<@ulm> robbat2: could you take on both president and treasurer roles? plus a
+       US citizen as secretary?
+<@robbat2> yes, I could do that                                         [22:32]
+<@ulm> so how does this work? are we to nominate and vote for each position
+       separately?                                                      [22:34]
+<@ulm> or find all officers first, then vote on all at once?            [22:35]
+<@robbat2> anything that fills the roles
+<@robbat2> historical logs show both processes have been done
+* ulm fears that we won't be able to fill all roles today
+<@robbat2> yes, it's functionally impossible to fill them during this meeting
+                                                                        [22:36]
+<@ulm> I nominate robbat2 as president
+<@robbat2> i accept the nomination
+<@ulm> I guess someone other than robbat2 should move :)                [22:37]
+* robbat2 pokes soap                                                    [22:38]
+<@ulm> motion: vote for Robin Johnson as President of the foundation
+<@soap> yes
+<@ulm> yes
+<@robbat2> yes [if I abstained it wouldn't pass]
+<@ulm> *sigh*                                                           [22:39]
+<@prometheanfire> o/
+<@robbat2> oi!
+<@ulm> result: 3 aye, 3 absent
+<@ulm> ah!
+<@ulm> prometheanfire: please vote
+<@prometheanfire> I need to read back stuff
+<@ulm> motion is: vote for Robin Johnson as President of the Foundation
+                                                                        [22:40]
+<@prometheanfire> yes
+<@ulm> 4 aye, 2 absent
+<@robbat2> motion passes
+<@ulm> ok, I also nominate robbat2 as treasurer                         [22:41]
+<@robbat2> prometheanfire: to catch you up here, we're sorting out the
+           officers for the Foundation; I'd like to nominate you as Secretary,
+           because we need a US citizen in that role
+<@robbat2> i also accept the nomination for treasurer
+<@prometheanfire> I can accept that                                     [22:42]
+<@ulm> motion: vote for Robin Johnson as Treasurer of the Foundation
+<@soap> yes
+<@prometheanfire> yes
+<@ulm> yes
+<@robbat2> abstain [we have enough to carry it]
+<@ulm> 3 aye, 1 abstention, 2 absent                                    [22:43]
+<@robbat2> motion passes
+<@ulm> motion passes
+<@ulm> congratulations :)
+<@robbat2> thanks
+<@ulm> so now you can continue chairing :)
+<@prometheanfire> robbat2: commiserations :P
+<@robbat2> I nominate prometheanfire (Matthew Thode) as Secretary
+<@prometheanfire> I accept the nomination for secretary
+<@robbat2> motion: vote for prometheanfire (Matthew Thode) as Secretary
+                                                                        [22:44]
+<@robbat2> aye
+<@soap> yes
+<@ulm> yes
+<@prometheanfire> abstain
+<@robbat2> motion passes; 3 aye, 1 abstain, 2 absent
+<@robbat2> ulm's remark brings me to the optional officers              [22:45]
+<@robbat2> we haven't had a formal Chair since NeddySeagoon resigned
+<@robbat2> do we need one, or are we happy to just run with ad-hoc chair?
+                                                                        [22:46]
+<@prometheanfire> iirc the role for the chair was to lead meetings and set a
+                 direction?  Or was that president?
+<@ulm> "The Chairman of the Board, if one is elected, shall preside at all
+       meetings of the Board of Trustees and members and shall have such other
+       duties and authority as may be conferred by the Board of Trustees."
+                                                                        [22:47]
+<@robbat2> and under President: "If a Chairman of the Board is not elected,
+           the President shall preside at all meetings of the Board of
+           Trustees and members."
+<@prometheanfire> ok, mainly meetings, I'm ok either way (ad-hoc or not)
+<@robbat2> i'll skip it unless we want to propose somebody else as Chair; i
+           just want efficent meetings                                  [22:48]
+<@ulm> I'm also o.k. either way
+<dwfreed> robbat2: is the quorum for these votes 6, even with the absent
+          people?
+<+dabbott> I am here now if needed                                      [22:49]
+<@ulm> I think for that role I wouldn't have to ask my employer again, board
+       of trustees should cover it
+<@robbat2> dwfreed: I think it needs a close reading of the New Mexico
+           corporate laws, if the quorum is new trustees/old trustees/both
+* dilfridge always wanted to know how an ad-hoc chair looks like ...
+  https://labs.openai.com/sc/niyTuzmI1acmKrxyybATQBDz                   [22:50]
+<@robbat2> but I think for the motions, we would have passed here under all 3
+           variants
+<dwfreed> robbat2: if quorum is 6, majority is 4                        [22:51]
+<dwfreed> not 3
+<@ulm> 4 out of 6 were present, for both votes
+<@ulm> that's a quorum
+<@prometheanfire> we can vote yes instead of abstain
+<@ulm> but yeah, probably have to look up the law
+<@robbat2> does anybody feel we need the other optional officers per the
+           bylaws?                                                      [22:52]
+<@robbat2> vice-chair, vice-president,assistent-treasurer,
+<@robbat2> assistant secretary
+<@prometheanfire> only thing would be someone for contacting outside umbrellas
+<@prometheanfire> not really needed though                              [22:53]
+<@robbat2> as president, I'd appreciate help with that, but you don't actually
+           need to be an officer to take that on
+<@prometheanfire> we can take that on ad-hoc as a group
+<@robbat2> for the purpose of record keeping, and helping getting ulm up to
+           speed                                                        [22:54]
+*** arisut_ (~none@gentoo/developer/alicef) has joined channel
+    #gentoo-trustees                                                    [22:55]
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+    #gentoo-trustees to +v arisut_
+<@robbat2> we have one additional officer, not perscribed by the bylaws.
+           jmbsvicetto is the infra liason officer, as a check/balance on me
+           also leading infra
+<@robbat2> i think he's on vacation presently                           [22:56]
+*** steils- (~steils@steils.org) has joined channel #gentoo-trustees
+<@robbat2> this brings us to the close of old business
+<@robbat2>
+           https://wiki.gentoo.org/wiki/Foundation:Meetings/2023/08#Old_Business
+*** mattst88_ (~mattst88@gentoo/developer/mattst88) has joined channel
+    #gentoo-trustees                                                    [22:57]
+*** ChanServ (ChanServ@services.libera.chat) has changed mode for
+    #gentoo-trustees to +v mattst88_
+<@robbat2> for the open seat; if dilfridge will consider applying to his
+           government, I'd like to offer the open trustee seat to him
+<@prometheanfire> I'm for that as well
+<@ulm> +1                                                               [22:58]
+<+dilfridge> I'll submit the form tomorrow, if all goes well we should know in
+             a week or two
+<@robbat2> that also sets the stage for the Council to have a majority on the
+           among the new trustees, which will align well to the future
+           umbrella replacing the foundation                            [22:59]
+<@robbat2> with: ulm, soap, dilfridge all being council
+<@ulm> dilfridge: if Bavaria is as quick as Rhineland-Palatinate :)
+<+dilfridge> hrhr
+*** sam__ (~sam@gentoo/developer/sam) has joined channel #gentoo-trustees
+*** ChanServ (ChanServ@services.libera.chat) has changed mode for
+    #gentoo-trustees to +v sam__
+<@robbat2> thank you dilfridge
+<+dilfridge> :]
+<@robbat2> one new business item to discuss: pruning the membership,
+           post-election                                                [23:00]
+<@robbat2> august 1st I had emailed trustees@ with a list of potential members
+           to prune
+<@robbat2> who had not voted in the last 2 elections
+<@robbat2> it's 23 members on that list                                 [23:01]
+<@robbat2> out of the 78 members in the foundation today
+*** sam__ (~sam@gentoo/developer/sam) is now known as sam_              [23:02]
+<@robbat2> does anybody see benefits to keeping them as member outright (e.g.
+           organization size); or should we consider the pruning actions
+           (outright, or only if they don't object in N days)
+<@ulm> last two elections were in 2021 and 2023, right?
+<@robbat2> yes                                                          [23:03]
+<@prometheanfire> I don't see benifets, if we need to disolve I think we
+                 active members to vote (I think...)
+<+sam_> just do it outright if they haven't voted in the last 2         [23:05]
+<+sam_> what prometheanfire said really
+<@ulm> I see no benefits of keeping them as members either
+<@ulm> these are all retired devs AFAICS
+<+sam_> in general (there's a few exceptions I can think of) tend not to
+        remain engaged                                                  [23:07]
+<+sam_> +retired devs
+<@robbat2> motion: pruning of membership - 23 members to be removed for not
+           voting in the last 2 elections; please vote with: aye-outright,
+           aye-unless-objected, nay
+<@robbat2> aye-unless-objected (i'd give them 30 days in the email removing
+           them)                                                        [23:08]
+<@ulm> aye-unless-objected
+<@ulm> (just to be friendly, shouldn't make much of a difference)       [23:09]
+<@robbat2> prometheanfire, soap: your votes please
+*** maffblaster (~maffblast@gentoo/developer/maffblaster) has joined channel
+    #gentoo-trustees
+*** ChanServ (ChanServ@services.libera.chat) has changed mode for
+    #gentoo-trustees to +o maffblaster
+<@soap> aye-unless-objected
+<@robbat2> (prometheanfire: i'm giving you until :11:49, then i'll mark you
+           absent again)                                                [23:10]
+<@prometheanfire> aye
+<@prometheanfire> sorry, baby woke                                      [23:11]
+<@robbat2> motion passes: 1 aye, 3 aye-unless-objected, 2 absent
+<@robbat2> any other new business before paperwork/boring stuff?
+<@ulm> no new membership applications?                                  [23:12]
+<@robbat2> none                                                         [23:13]
+<antarus> sorry, ran long
+<@robbat2> i'll ask again for new business after the paperwork stuff
+<@robbat2> - logging: ulm
+<@robbat2> - motions/minutes: robbat2
+<@robbat2> activity tracker:
+           https://wiki.gentoo.org/wiki/Foundation:Activity_Tracker#Recurring_Activities
+<@robbat2> next up is tax filing, which i'll start w/ the tax accountant
+           tommorow                                                     [23:14]
+<@robbat2> prometheanfire: as new Secretary, and *specifically* US citizen,
+           you need do to the New Mexico Annual Report filing
+<@prometheanfire> yep                                                   [23:15]
+<@robbat2> your deadline is Nov 15th
+<@robbat2> that's all for required activities
+<@ulm> I cannot edit the foundation wiki pages BTW                      [23:16]
+<@robbat2> i'm NOT going to cover bugs at this meeting
+<@robbat2> maffblaster: as Foundation wiki editor, can you please note what we
+           need to give ulm access
+<@robbat2> last item: meeting schedule
+<@robbat2> which I know ulm has opinions(TM) on
+<@ulm> yes, let's please have regular meetings again
+<@ulm> need not be monthly, but at least every two months would be good
+                                                                        [23:17]
+<@ulm> can also be short if there's no/little business
+<+ajak> and remember: if all goes well, no more foundation meetings ever
+        again!                                                          [23:18]
+<@ulm> I'd suggest on Sunday, after the Council meeting
+<@robbat2> ulm: i'll make you a deal: you track agenda items and i'll come to
+           short meetings :-)
+<@ulm> I can do that
+<@robbat2> i'll have to maybe to that time slot, I don't know my schedule
+           availability for that slot yet (it might have a recurring conflict)
+                                                                        [23:19]
+<@ulm> k                                                                [23:20]
+<@ulm> suggest another time then?
+<@robbat2> after I know my conflict yes
+<@robbat2> (i have to wait for the school year to start and figure out the
+           kids commitments for sept-dec)
+<@robbat2> ulm: do you want/need a motion to say we'll have regular meetings
+           again?                                                       [23:21]
+<@ulm> yes, let's do that
+<@robbat2> motion: the Foundation Trustees shall have regularly scheduled
+           synchronous meetings again (e.g. IRC), at least semi-monthly [2
+           months]                                                      [23:22]
+<+dilfridge> bimonthly
+<@robbat2> sorry                                                        [23:23]
+<@robbat2> motion: the Foundation Trustees shall have regularly scheduled
+           synchronous meetings again (e.g. IRC), at least every 2 months
+<@robbat2> bimonthly may be twice a month because English sucks
+<antarus> aye                                                           [23:24]
+<@prometheanfire> aye
+<@ulm> https://xkcd.com/1602/
+<@robbat2> aye
+<@ulm> yes
+<+dilfridge> indeed, this is crazy
+<+dilfridge> OED: "twice a month or every two months" :O
+<@robbat2> soap: your vote please
+<@soap> yes
+<@robbat2> motion passes: 5 aye, 1 absent
+<@robbat2> ok, last call for new business that you want in the formal
+           logs/minutes                                                 [23:25]
+<@robbat2> 2 minute timer starting now
+<@ulm> could I get the archives of trustees@ mail for the last 3 years?
+<antarus> update on libraries contract and carbon60 hw?                 [23:26]
+<@robbat2> ulm: yes, but it will take some collating, I'll have to verify if
+           there is a single place with it
+<@prometheanfire> I may have it all (local maildir)
+<@robbat2> antarus: the Carbon60 hardware is presently in my possesion, I've
+           got it racked, and was hoping to reinstall it this coming week
+           (i've got vacation)                                          [23:27]
+<@prometheanfire> would need to be sure there's nothing specific to me, but
+                 all to, cc, bcc should be fine for a search
+<@ulm> robbat2: I just want to have it on record here, in case somebody would
+       object to it
+<@robbat2> the Contract being referred to was a short-term plan I had put
+           together: if we had to move the hardware on zero notice, without
+           being able to move the services, I had a "nearby" home for the
+           servers from their previous data center home                 [23:28]
+<@robbat2> so that I could feel safe in moving them with data intact,
+           re-racking, and just updating IPs
+<@robbat2> since we got the breathing room, I took the safer route: erasing
+           them before they left the Carbon60 building, and then taking them
+                                                                        [23:29]
+<@robbat2> data therein was all of forums & bugs, which definetly included
+           sensitive materials
+<@robbat2> it was only a short-term contract w/ the BC Libraries Cooperative,
+           who are a former full-time employer of mine, I still do some
+           consulting for them, and because of that consulting I knew they had
+           some rackspace free temporarily                              [23:31]
+<@robbat2> it would have been at their cost basically
+<@soap> robbat2: are we done here? it
+<@soap> it's 30 min to midnight in CEST
+<@robbat2> i have no objections to ulm's email request
+<@robbat2> if anybody else objects to that, now is the time             [23:32]
+<antarus> no objections
+<@robbat2> antarus: does my answers regarding the hardware/hosting answer your
+           question sufficently?
+<antarus> yes                                                           [23:33]
+<@robbat2> thanks, then i'll declare this meeting over
+<@robbat2> may future meetings run shorter again
+<@robbat2> 2h33m                                                        [23:34]
+<@robbat2> not our longest meeting ever, getting there
+<@ulm> thank you for chairing                                           [23:36]