Date is 2011-01-31, times are UTC+01.

23:00 <+alanc> good afternoon
23:01 <+alanc> sounded like keithp might be midair today coming back from LCA - not sure if anyone else was down there
23:01 <+mherrb> hi
23:02 <agd5f> hello
23:06 <+alanc> so I see our election calendar is underway
23:06 <+alanc> nomination period ends in a few hours?
23:06 <+mherrb> less than 2
23:07 <agd5f> yeah, probably have to extend it since we only have 2 so far
23:07 <+alanc> our current board members aren't all rushing to sign up for another two years?
23:07 <+emmes> apparently no
23:08 <+emmes> we do have more nominees, but they didn't react yet.
23:08 <+emmes> we don't have too many nominees, though (i think 6 all in all?)
23:09 <+keithp> alanc: managed to catch an earlier flight from LAX, but not very awake
23:11 <+dberkholz> i haven't been able to give the board the effort it deserves, so i don't plan on running again. although i think i only ran last time to maintain a bit more cluefulness than some other candidates. 
23:12 <+alanc> bart & anholt are the other members with expiring terms
23:12 <+alanc> neither of whom are here to poke
23:14 <stukreit> um, it looks like I just got iced
23:14 <+alanc> so are you going to set a new nomination deadline now or discuss via e-mail among the election committee and let us know?
23:15 <agd5f> I guess we shoulf just extend it a week
23:15 <+emmes> i would be +1 for an additional week
23:15 <+mherrb> +1 for an additional week too.
23:15 <+emmes> Bart_Massey: don't plan to be nominated again?
23:15 <agd5f> ok, I'll send out the email and update the schedule on the internal election site
23:16 <+emmes> we're running out of candidates ;-)
23:16 <Bart_Massey> I'll run if you really need me to.
23:16 <Bart_Massey> I feel like I haven't contributed much lately, though.
23:16 <Bart_Massey> When are nominations due?
23:16 <+emmes> 1 1/2 hours
23:16 <+emmes> ;-)
23:16 <agd5f> Bart_Massey: was today, but now a week from today
23:17 <+dberkholz> has anyone considered shrinking the board instead?
23:17 <Bart_Massey> (Sorry for my extreme lateness--class ran long.)
23:17 <Bart_Massey> dberkholz: We could; I'm not sure whether it would produce more or less work, though.
23:18 <Bart_Massey> How many *qualified* candidates do we currently have?
23:18 <+emmes> dberkholz: if you want to continue to have elections split (which is good IMHO), less than 8 might be problematic. We could go with 6, but not much less.
23:18 <+emmes> currently we have Alan and Tiego. A number of additional nominees, which haven't answered yet.
23:18 <agd5f> Bart_Massey: we have two at the moment who want to run
23:19 <Bart_Massey> There are advantages and disadvantages to split elections; doing the work once every other year would sure be nice.
23:19 <Bart_Massey> Sounds like I better run.
23:19 <stukreit> 1 warm body here
23:19 <Bart_Massey> Can I officially nominate myself here?
23:19 <agd5f> Bart_Massey: sure
23:19 <Bart_Massey> OK, I nominate myself and Stuart. Stuart, do you accept?
23:20 <stukreit> sure, I got a notice a few minutes ago.
23:20 <+emmes> if you want your personal statement changed from last time, you'll have to send a mail still :-]
23:20 <agd5f> Bart_Massey: You and stuart have already been nominated
23:20 <Bart_Massey> Cool. I'll send an updated statement right after the meeting.
23:21 <+emmes> That makes 4. Still I suggest to extend the period, having 4 candidates for 4 seats is... not satisfying.
23:21 <+dberkholz> saves all the trouble of a vote
23:21 <Bart_Massey> Yes, that seems reasonable.
23:21 <Bart_Massey> dberkholz: good point
23:22 <+emmes> :-/
23:22 <+alanc> I don't remember if the bylaws require us to still have a vote if there are only 4 nominees or not
23:22 <+emmes> i don't think this special case is handled.
23:22 <stukreit> so you could play it either way: enforce the deadline, save the vote effort, or extend the deadline, have a vote. 
23:22 <Bart_Massey> lol. I don't recall that they state anything about that case, or the case of less than four nominees, which would be even more trouble.
23:22 <Bart_Massey> I'd say extend the deadline; we don't want to be accused of skulduggery by the community.
23:23 <Bart_Massey> But I'm fine either way.
23:23 <+emmes> +1 definitely
23:23 <agd5f> yeah, another week won't hurt
23:23 <+alanc> well, it looks like 3 of the 4 election committee members voted to extend a few minutes ago
23:23 <Bart_Massey> OK. Done.
23:24 <+alanc> anything else we need to discuss on the elections?
23:24 <+emmes> not from my side
23:24 <+alanc> if not, progress on the banking situation & 501(c)3 financial reports?
23:24 <agd5f> keithp, stukreit: how goes the bank stuff?
23:24 <stukreit> I got a package from keith
23:25 <stukreit> sent out most of the checks
23:25 <stukreit> (what method should I use for Gusarov?)
23:25 <stukreit> and am in process to getting the account access fixed
23:25 <+keithp> stukreit: he's in Norway now; regular post should work fine
23:26 <+dberkholz> it would be really nice if i could get my check by feb 14 or so, to avoid another interest payment..
23:26 <stukreit> So I'll hand carry it to the post office and get their packing
23:26 <stukreit> its in the mail
23:26 <+dberkholz> good to hear
23:28 <stukreit> soo, the bank stuff is moving. I'll email the board when I make the milestone of seeing the accounts.
23:28 <+alanc> so still can't do the 5 year statements?
23:29 <stukreit> i have never seen a statement or the online data. that's the security dongle thing which needed Keith's push.
23:30 <stukreit> btw keith, nice passport pix ;-)
23:30 <+alanc> oh, I see that the two-signature thing for checks is mandated in the bylaws
23:31 <+keithp> stukreit: passport pix?
23:31 <Bart_Massey> alanc: We should amend the bylaws; that was a mistake
23:31 <Bart_Massey> Bleah
23:31 <Bart_Massey> Unfortunately, amending the bylaws requires a vote of the membership IIRC?
23:31 <stukreit> you sent me a copy of your passport with a kind of notary stamp, signed by Julie
23:32 <stukreit> (same name on bsnss card)
23:32 <stukreit> And the app form says we are electing "single control" which sounds like single signer to me.
23:33 <+alanc> Bart_Massey: yes, a vote of the members, with 2/3rds required to pass
23:33 <Bart_Massey> Yes, single signer is what we want.
23:33 <Bart_Massey> It's way past time for someone to revise the Bylaws and put the whole thing up.
23:33 <Bart_Massey> Anyone want to volunteer on a first pass?
23:34 <Bart_Massey> If we did this right, we could run the Bylaws vote at the same time as the Board vote, I think?
23:34 <+alanc> don't see any special case for skipping voting - looks like if we have more than 2 vacancies out of 8, we must hold special elections until we fill them, but if it's only one or two we have some discretion to not fill until the next election cycle
23:34 <+emmes> possible
23:34 <stukreit> Also, I'm lowering all spender limits to $25k. eg the default wire limit is $250k. I don't think we want that.  If some conference bill looks huge, the board should be aware that it needs to be split into <$25k increments
23:34 <agd5f> 2/3 of the members or 2/3 of voters?
23:35 <agd5f> I'm not sure what our voter turnout normally is...
23:35 <+alanc> oh, wait, no, only 1 lets us get by: "If at any time, subject to the limits in 4.4.(i), there exists two (2) or more vacancies of Director positions on the Board, a Special Election shall be held."
23:35 <+alanc> "two-thirds majority vote of the Members"
23:35 <+emmes> stukreit: right, $250 is *way* too high
23:36 <Bart_Massey> Really ambiguous wording about majority.
23:36 <+emmes> also something to fix
23:36 <Bart_Massey> I'd prefer to interpret that as two-thirds of voters, and yes, let's clarify it.
23:36 <+alanc> the previous section says "majority of all eligible votes cast" for normal votes
23:36 <Bart_Massey> Perfect, so this interpretation makes sense.
23:37 <stukreit> I could set it to anything you want.  It might be handy if the board needs a goodwill bullet someday
23:37 <+alanc> does anyone have the original editable document form of the bylaws?   all I see on the wiki is the pdf
23:37 <Bart_Massey> It's possible Egbert has the only other softcopy.
23:37 <Bart_Massey> I'm pretty sure I never did.
23:37 <+emmes> i'll ask him
23:39 <+alanc> weren't there some things our SFLC lawyer said we needed to fix for 501(c)3 status in our bylaws anyway?
23:40 <agd5f> we had to fix the website to not say we are a 501c3 until we actually are
23:40 <agd5f> I don't recall any bylaw changes off hand, but I'll have to check my notes
23:42 <agd5f> I don't see anything in my notes
23:44 <Bart_Massey> It would be easy enough to bug them.
23:44 <+alanc> should probably ask if they'll review anyway, to make sure we don't screw something up - not sure if there's really time for much revision in 2 weeks if we're going to have elections then
23:44 <Bart_Massey> Have we written them a check yet? We've voted to twice now... :-)
23:44 <agd5f> Karen did recommend we get a real address at some point, but I think the bylaws are ok from the 501c3 perspective
23:45 <Bart_Massey> Revision should be quick, and mostly procedural.
23:45 <+alanc> we have a real address, as long as Stuart doesn't move
23:45 <Bart_Massey> We know of two changes we want to make, we just need to scan the Bylaws for others.
23:45 <Bart_Massey> If it's big or controversial, skip it for now.
23:45 <+alanc> stukreit: did you ever send on a check for SFLC?
23:45 <+alanc> (Software Freedom Law Center)
23:46 <stukreit> no.. I think I have to send it to agd?
23:46 <Bart_Massey> For example, I'd like to officially ratify our current practice of holding elections in February for the previous year's new Board Members. :-)
23:46 <stukreit> agd: is this the fee you paid them? 
23:46 <agd5f> I paid the delaware fees
23:46 <+alanc> not the $50 he was paying to the state of Delaware - SFLC was a few thousand dollars to be paid directly
23:46 <stukreit> so I do not know this number
23:47 <agd5f> we had talked about donating to SLFC
23:47 <+alanc> I'll have to go back in the minutes to see what amount we approved
23:47 <Bart_Massey> I think the Bylaws are ambiguous about election timing...
23:47 <stukreit> i think it would be good process for someone representing the board to send me some kind of order to pay this.
23:47 <Bart_Massey> IIRC it was $7500, but we should check
23:47 <stukreit> so I can file it
23:47 <+alanc> also, was just reminded that Google announced SoC 2011 last week - is marcheu going to admin for us again this year or do we need to find another?
23:47 <Bart_Massey> stukreit: Makes sense
23:48 <+alanc> stukreit: I'll send mail once I find the minutes
23:48 <Bart_Massey> Go marcheu!
23:48 <Bart_Massey> You were great last year.
23:48 <marcheu> sure I can do it
23:48 <Bart_Massey> Thanks!
23:48 <+alanc> Sounds good
23:48 <+mherrb> yes
23:49 <agd5f> karen said we also owe like ~$2000 in back taxes for the old xorg corp
23:49 <Bart_Massey> Need to get that paid ASAP...
23:50 <+dberkholz> oh yeah, alanc -- i was going to mention the gsoc thing
23:50 <+dberkholz> people should start thinking about project ideas
23:50 <stukreit> do we have an accountant to nail that tax figure down?
23:50 <stukreit> dammit Jim, I'm a treasurer, not an accountant!
23:50 <agd5f> stukreit: karen has the exact numbers, but 501c3 is more important time-wise
23:50 <+alanc> well, it was mherrb's update to that had just reminded me
23:51 <+alanc> so yes, more people should go forth and update that wiki
23:53 <+alanc> so anything else to discuss today?
23:54 <agd5f> nothing here
23:54 <+alanc> I assume we'll see email soon about the extended nominations deadline from the elections committee, and from marcheu to start beating the SoC drums around project ideas/potential mentors/etc.
23:54 <+emmes> marcheu: thanks a lot in advance!
23:54 <stukreit> before you go, what is the number for sflc contrib?
23:54 <+mherrb> I'm going to fosdem next weekend even if there's no X.Org devroom. will meet at least Luc and Egbert there...
23:55 <+alanc> stukreit: I have to look that up still
23:55 <Bart_Massey> Thanks all! -oo
23:56 <+alanc> thanks everyone, see you in two weeks
23:59 <agd5f> I updated the internal calendar
23:59 <agd5f> I'll send out the email shortly
00:05 <+mherrb> bye