Dublin, 2015

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

• Proxy form File:Proxy instructions-oe.pdf

Attendance

Members

• 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
• Josef Holzmayer
• Alejandro

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

Roles

• 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