Date is 2013-08-09, times are UTC+10.

--- Day changed Fri Aug 23 2013
07:05 < whot> alright, let's get started.
07:06 < whot> first thing, just for the archive, we approved Jake Edge's travel funding for XDC since last weekend
07:07 < whot> the three items I have on the list are the anti-harassment policy, donations to xorg, and stuart's 501c3
07:07 < whot> any other items?
07:07 <+keithp> whot: the last two are obviously connected
07:07 < whot> i suggest doing the a-h policy first, then let stuart have the floor
07:07 < stukreit> thanks
07:08 < whot> current policy draft is
07:09 <+alanc> I've not seen any further comments since turning the e-mail draft into the wiki draft
07:09 < whot> this is a generic policy for all xorg events (so not just xdc). does anyone have any improvements to it?
07:10 <+keithp> only thing I notice re-reading it is that we will now require any conference we co-sponsor to have a published policy?
07:10 <+alanc> yes, not that we co-sponsor many
07:10 <+keithp> agreed
07:11 <+alanc> (I wasn't considering sponsoring individual travel to a conference to be sponsoring the conference - sponsoring the conference would be helping out with the overall conference organization/expenses)
07:11 < agd5f> also to we want to limit banned public images to just sexual ones?
07:12 < mupuf> agd5f: what else do you have in mind?
07:12 <+alanc> did you have specific ones to list?  the policy is written as "includes, but not limited to"
07:12 < agd5f> I guess that's probably ok.
07:13 <+alanc> ideally we'd just say something pithy like "Don't be a dick" or "Be excellent to each other", but some people lack the social skills to figure that out without more explicit instructions
07:13 <+keithp> agd5f: yeah, reads more like a 'here are some obvious examples of harassment'
07:13 < agd5f> yeah, on re-reading it, I think it's ok
07:14 <+alanc> and besides the overall FOSS community issues behind this, it also seems various companies are starting to require written anti-harassment policies for sponsorship, so this will hopefully do more good than bad
07:14 < mupuf> I didn't really get in what way showing nasty pictures can be harassment, I may not have a twisted-enough mind to find an example where it would be the case. That's inapropriate for sure though
07:15 < agd5f> I guess forcing people to view them is the issue
07:15 < mupuf> sure sure, I guess I'm bikeshedding
07:15 < whot> mupuf: it makes people uncomfortable. that threshold differs from person to person and culture group to culture group
07:15 <+alanc> it's more of making certain people feel unwelcome, and we have hard enough problems recruiting & retaining developers already
07:15 < agd5f> like if the wallpaper on your desktop is inappropriate and you have it showing during your whole presentation, etc.
07:16 < mupuf> whot: sure, but is that part of the definition of harassment?
07:16 < mupuf> anyway, that's highly inapropriate anyway
07:16 <+keithp> mupuf: no, not 'definition', just 'example of'
07:16 <+alanc> (and to be clear, certain people is not just women, but strictly religious people)
07:17 <+alanc> that came from the source policy, which has had far more debate & review than we'll ever do
07:17 < stukreit> One has to suspend one's own tolerance for rough humor and think more about acceptable behaviour in  mixed company pre-college-sophomore formative years.
07:17 < whot> fwiw, I asked lana brindley to read through our policy to see if anything is missing and she was happy with it. and she's been involved with this stuff more than any of us I think. so we got some outside green light :)
07:18 < agd5f> sounds good to me
07:18 < marcoz> who's lana brindley (out of curiousity)?
07:18 <+keithp> whot: thanks for that; I'm comfortable with the policy as written to support it
07:18 < mupuf> having these rules is very nice. We'll have the liberty to force people out in case anything would happen.
07:18 < stukreit> I would vote for a slide mentioning it during the opening remarks on day 1
07:19 < mupuf> good idea
07:19 < whot> marcoz: lana organises girl geek dinners in .au, was involved (organising?) the haecksen miniconf at lca, etc
07:19 < marcoz> girl geek dinners?  that's awesome
07:19 <+keithp> marcoz: dinner of any kind is generally awesome :-)
07:20 <+alanc> mupuf: English is an inexact language, "Anti-Harassment" is the best single word title people have thought of for this area of making sure we're not letting attendees chase others away or hurt them
07:20 < agd5f> best part of the day :)
07:20 < stukreit> n.b. my daughter is a girl geek: ucla biochemistry
07:20 < mupuf> stukreit: you must be proud ;)
07:21 < whot> can we have a vote on the policy? 
07:21 <+alanc> +1
07:21 < mupuf> +1
07:21 <+keithp> +1
07:21 < agd5f> +1
07:21 < stukreit> mentioning it because I'm kinda aware of the gender stuff going on in more male-centric fields
07:21 < stukreit> +1
07:21 < marcoz> +1
07:22 < marcoz> stukreit: good on ya' mate.  
07:22 < marcheu> mupuf: you don't need a policy to kick people out, as it's a private event
07:22 < stukreit> I want to ask: will we make a mention of the policy so that it is heard in the room, not just laying there on the wiki?
07:22 <+alanc> if you follow the link to the wiki with the sample policy I copied, you'll find out lots more about gender issues in technical fields & geekdom/fandom
07:22 < whot> +1 for me. alanc, please remove the draft notices from the wiki and we're good to go
07:23 < mupuf> marcheu: sure, but now, one board member is enough to get the person out
07:23 < whot> alanc: oh, and link to it from the xdc site
07:23 < mupuf> no need to discuss too much
07:23 <+alanc> stukreit: a mention in the welcome/logistics opening would be appropriate
07:23 <+alanc> whot: will do
07:23 <+emmes> +1 ok as well, though I find it a bit more critical
07:23 <+emmes> (guess this is the European in me)
07:24 <+alanc> critical as in important or as in criticizing?
07:24 < stukreit> alanc: who will do the opening? is it too early to detail that?
07:24 <+emmes> I consider anything that basically restricts freedom of speech difficult
07:25 <+emmes> though probably reasonable given the (majority: male) circumstances
07:25 < marcheu> mupuf: that's still the case, you don't need a policy for that
07:25 <+alanc> marcheu: a large part of the reason of writing these policies is to not have to use them, by making sure people understand the expectations on their behavior ahead of time
07:25 < marcoz> let's not get sidetracked
07:26 < marcheu> alanc: sure, I agree with what emmes on where you place the boundaries though
07:26 <+alanc> anyways, we need to let stuart have time for 501(c)3 though
07:26 < marcheu> what emmes said*
07:27 < whot> i don't think that there's an issue of freedom of speech on the topics that we would have during a tech conference
07:27 < marcheu> but anyway, as alanc anyone is free to read it and not attend
07:27 < marcheu> as alanc said*
07:27 < marcheu> what's up with my "said" today
07:27 < whot> but that's a side-track discussion that would take all day, so let's move on. stuart?
07:28 <+alanc> we can refine in the future if we decide it's a problem
07:28 < marcheu> whot: well, it just wasn't publicly raised before, so there is matter for discussion
07:28 < stukreit> ok. I scribbled some stuff, so let me paste it in here and take some time to digest:
07:29 < stukreit> The status of the 501c3 is lost because we (me) failed to file the 3 past years' tax returns on time.
07:29 < stukreit> Note that we've Never filed returns since our first re-organization to the LLC in 2005
07:29 < stukreit> I was taken by surprize that the IRS hit us so rudely. I've had little issues with my own returns
07:29 < stukreit> and have always found them to be reasonable and friendly.
07:29 < stukreit> In this case, we were likely afflicted by the dragnet on 501c3's that have hit the news of late.
07:29 < stukreit> In any case, SFLC advises that re-application would be at least as hard a job and we would have
07:29 < stukreit> to re-issue many answers. On top of that, essentially prove that we would not flakeout in the future.
07:29 < stukreit> So there's a challenge to us: Do we really need the 501c3 and can we prove that we'll keep it up.
07:29 < stukreit> questions to consider: do we expect to raise < $50,000/yr?  will we justify the auditing and reporting requirements?  Will we be able to produce the small-donor ratio (10%)
07:29 < stukreit> I'll open the floor for the board to chew on what it means to them. I believe that we haven't seriously considered what it means, and have let SFLC roll on in vain, even after our institutional memoryof why we did it has been lost.
07:29 < stukreit> I can elaborate on the justification, but I'd like to make this interactive.
07:31 < marcoz> why did we go for 501c3 in the first place? (not being rude, just so I can start from solid ground.)
07:32 < stukreit> Excellent question
07:32 < whot> and if you're not 510c3 what are you?
07:32 < stukreit> I checked with Alan and Keith, to refresh my memory, because I was there at the time we transferred assets from the Consortium remnant to the new LLC
07:32 <+keithp> marcoz: 501(c)3 means that donations are 'tax exempt' under US law, so it's generally easier to get money
07:33 < stukreit> At the time, we had some expectation that the big guns (IBM HP SUN, etc) would continue to give money.
07:34 < agd5f> whot, a non-tax exempt entity (depends where you incorporated, etc.)
07:34 < stukreit> The amounts were reduced, but I remember it was not hard to get $10k or $20k from Sun.  obviously all that has changed
07:34 < stukreit> So, the thing about making donations tax deductable is a nice, but I don't think its a necessary.
07:35 < stukreit> Particularly because contributions to the Consortium were never deductable, they were clearly to the benefit of all the member companies.
07:35 <+alanc> the transition to 501(c)3 was well underway when I joined the board, so it was before my time too, though I remember bits & pieces coming out to members along the way
07:36 < mupuf> stukreit: so, as whot asked, if not 501(c)3, then what?
07:36 < stukreit> We were in a state of flux then. May I assert that we know more clearly what our mission and what our industry has become, and that the future is more predictable now?
07:36 < agd5f> mupuf, a non-tax exempt entity (depends where you incorporated, etc.)
07:36 < stukreit> I will answer that, but I want to make sure you absorb the pros and cons of 501c3 itself.
07:36 < agd5f> I guess we are an LLC (limited Liability Company)
07:37 <+alanc> we were an LLC, but then dissolved it to form the current non-profit corporation
07:37 <+alanc> Bart has all that paperwork somewhere
07:37 < marcoz> is tax exemption the only reason to go for 501(c)3 ?  other benefits?
07:37 < stukreit> the desirable alternative that we're looking at now is to get under the umbrella of, 
07:37 < agd5f> so I guess we are a delaware corp now
07:38 < stukreit> we lose some autonomy, but the question is do we need it. all our technology and licenses do not change
07:38 <+alanc> right, we could be part of an existing 501(c)3 with much less paperwork & overhead
07:38 <+alanc> as for instance, has done by joining SPI
07:39 < stukreit> If Bart has it, it needs to be scanned in and easliy duplcated so we can stop asking who has the shoebox of important papers.
07:39 < agd5f> how are budgets handled at something like SPI?
07:39 <+keithp> agd5f: they're a simple federation, so our internal budget is entirely up to us
07:39 <+alanc> I think Bart has one shoebox, Leon another
07:39 <+keithp> SPI simply ensures that expenditures follow the rules of the tax code
07:39 < stukreit> Apparently they are setup to implement the cash flow for orgs like us, but we need to understand it and I think vote on it.
07:39 <+alanc> they do take part of the money as an administrative fee for handling all the IRS paperwork
07:40 < stukreit> I think Leon gave his box to SFLC.
07:40 < agd5f> do we pay them a fee/donation to be in the umbrella?
07:40 < mupuf> does anyone have a link to SPI? Never heard of them before and googling SPI will yield i2c-communication-like results
07:40 < stukreit> alanc: +1, and at this time, the paperwork is too scary for me. I want experienced people handling it.
07:40 <+keithp> SPI takes 5% of new donations for overhead; I believe our current balance will be transfered without charge
07:40 <+keithp> mupuf: Software in the Public Interest
07:40 <+alanc>
07:41 < agd5f> do they provide better banking options than HSBC ;)
07:41 <+keithp> mupuf: originally incorporated to provide a legal shell for Debian, it now supports numerous free software projects
07:41 < stukreit> We are bigger than other open source clients of spi. we have a $68k warchest.
07:41 <+keithp> stukreit: no, we'd be fourth or fifth
07:41 <+keithp> so, well within scope for SPI as it exists today
07:41 < stukreit> that's good, they might have policies in place to accomodate our details
07:41 < mupuf> keithp, alanc: thanks. I'm reading
07:41 < marcoz> alanc:  thanks! i was looking at (Software Patent Institute) 
07:42 <+keithp> I've been dealing with them for several years for; it's been an easy relationship
07:42 < stukreit> So this is going to take a vote, but I really want the board to do some reading on this before rubber stamping it.
07:43 <+keithp> should we invite someone from SPI to attend our next meeting to answer questions?
07:43 < stukreit> Please understand: we did a disservice to SFLC.  Our 501c3 was going no where, then one year it got moving and SFLC engaged us to work hard on the last hurdle.
07:44 < mupuf> it seems like SPI may also provide facilities for small donators
07:44 <+alanc> yeah, I think Debian, LibreOffice, and PostgreSQL would all be bigger than X.Org
07:44 < stukreit> at that time, we did not re-evaluate what we were doing, we had lost the heads that might have reconsidered the appropriateness of finishing it.
07:44 <+alanc> yes, they have a clicky donate button already on
07:45 <+keithp> fd.o gets a couple hundred $ a year from SPI donations
07:46 < mupuf> keithp: cool, I didn't know freedesktop had any money at all
07:46 <+keithp> mupuf: a steady stream of donations from individuals and corporations keep the lights on :-)
07:46 <+keithp> all of the wiki reformatting was done by a contractor, for example
07:47 < mupuf> ah, I was wondering who the guy was :D
07:47 < agd5f> so they take care of all the tax stuff?  I don't want to flake out on SPI if we miss some fee or tax return
07:47 < marcoz> stukreit: doing a disservice to SFLC bothers me (how do we recompence?)
07:47 <+keithp> agd5f: yes, all we do is pay 5% of new monies and SPI deals with accounting and taxes
07:47 < stukreit> I don't know.
07:48 <+alanc> we had sent money to SFLC in the past, on the order of $5k I think
07:48 < whot> keithp: is there a minimum amount per year?
07:48 <+keithp> whot: not that I've noticed
07:48 < agd5f> stukreit, I don't know that we did a disservice to SLFC.  I mean it's unfortunately what happened, but we've been working with them for years and they could have persuaded us differently too
07:48 < stukreit> I like the idea that SPI represents, but I don't like the fact that in hindsight we should have abandoned the 501c3 years ago and gone there.
07:48 <+alanc> "There is no cost to become or remain an associated project." -
07:50 < agd5f> we discussed SPI back at the time we were finishing the 501c3 application and we decided to go for it
07:51 < stukreit> Did we have that discussion with SFLC?
07:51 <+alanc> btw, SPI is just one of several FOSS umbrella organizations like this - there's also Apache Foundation (but that has stricter requirements like using their licenses), Software Conservancy, and a few more
07:52 <+alanc> sorry, Software Freedom Conservancy -
07:52 < agd5f> stukreit, I think to a more limited degree.  I don't think we discussed SPI specifically
07:52 < stukreit> alanc: yes.  Keith: can you elaborate on the differences among those?
07:53 < stukreit> agd5f: do we have notes from those discussions?  Is there takeaway that factors into today's crossroad?
07:53 <+alanc> I think we'd want to look at them offline to see the differences and which fit us best - so far of the few I've looked at, SPI seems the best fit, but I've not looked that deeply or at that many
07:53 <+keithp> Not with any accuracy; in general, my impression of the SFC is that it's more hands-on, and designed for less mature projects
07:54 < agd5f> stukreit, I may have some notes somewhere from some of the calls, but SFLC basically laid out what was required to be a 501(c)3 and I mentioned those requirements in several board meetings and everyone said they were ok with them
07:55 < stukreit> How do we assure that we've carefully considered the alternatives and have made a better decision? (btw Eben said he's still interested in helping us make this decision, I think we should keep him in the loop)
07:55 < mupuf> the fact freedesktop is already part of SPI is nice, because it means we already have experience with them (through keith, at least)
07:55 < stukreit> agd5f:  I think we agreed to too much then.
07:57 < stukreit> I don't want to beat this too hard. We made a mistake letting the 501c3 proceed, we should be careful to do better going forward. that is all.  I recommend that all board members read up on spi-inc and come up with questions.
07:58 < stukreit> Our financial needs are simple: hosting and conferences. btw, does PSU require liability insurance the way Chicago did?
07:59 < agd5f> I don't think we made the wrong decision despite how things turned out.  Maybe we should have investigated more alternatives first, but there's no point in hand wringing over what's already happened.  We just have to make sure we make the right choice based on the current situation
08:00 < stukreit> So, one of the key takeaway questions is income projections aka fundraising.  Will we fundraise? Do we have goals, target sources, etc? I think a face to face board meeting in Portland should have this on the agenda.
08:01 <+alanc> are most of the board members going to be at XDC?  obviously we've approved travel for a couple already
08:02 <+alanc> and stuart & I have travel approval from our employer to come
08:02 < whot> i'm coming too, my spidey sense says keith will be there too
08:02 <+alanc> and I guess keithp is a give
08:03 <+alanc> n
08:03 < mupuf> alanc, stukreit: you won't be working for oracle anymore?
08:03 <+keithp> I don't even need a hotel room :-)
08:03 < agd5f> my wife is due right around then so I won't be there
08:03 <+alanc> mupuf: Oracle is our employer
08:03 < stukreit> ??wha? where'd you get that idea?
08:04 < mupuf> alanc: my bad, bad english again. I understood "our employer-to-come" as in, future employer
08:04 <+alanc> oh sorry, I meant Oracle (our employer) had approved our travel to come to XDC
08:04 < stukreit> alan was being redundant. the sentence works fine without the "to come"
08:04 <+alanc> so I think that just leaves marcoz
08:05 < marcoz> be there will bells on
08:05 <+alanc> okay, so we should be able to have some good face-to-face board discussions with 7 of the 8 of us
08:05 < marcoz> still gotta book my hotel though
08:06 < agd5f> questions to consider:
08:06 < agd5f> 1. 501(c)3 or alternative umbrella org (SPI, Apache, etc.)
08:06 < agd5f> 2. if alternative umbrella org, which one?
08:06 < agd5f> 3. Any questions about specific umbrella orgs?
08:06 < agd5f> 4. funding.  Do we have goals, target sources, etc?
08:06 < mupuf> marcoz: same here; Now that I'm back in France, I'll be able to call the hotel for free.
08:07 < marcoz> free?  from uni for 'related expenses'?  :)
08:08 < mupuf> marcoz: France has great phone plans. I can phone from my cellphone to someone else in the US for free (or call landlines almost anywhere around the world). But when I'm there, it costs me an arm
08:10 < stukreit> ok, I will close out the things I had to say with this: please, everyone, let's look deeply into this decision and allow some contrarian viewpoints to be considered, so we do a good job of steering forward.
08:10 < marcoz> mupuf: bastard,  good wine and free phone calls. I hate you.
08:10 < whot> ok, so to summarise. everyone please look into spi-inc and alternative offerings. we have one more meeting before XDC, I think the final discussion should be at XDC, this seems important enough to have a face-to-face meeting (sorry agd5f).
08:11 < whot> so if everyone can get themselves informed by next meeting we can clarify general questions there that require more information to be read up
08:11 < whot> stukreit: are we in a real hurry, or is XDC soon enough?
08:11 < stukreit> we can videoconf you in.
08:11 < stukreit> we can and should take some time.
08:12 < agd5f> I can join by IRC
08:12 < stukreit> I still have an action item of getting an atm or checking account reset with hsbc, no news on that today.
08:12 <+keithp> Do we want to invite someone from SPI or SFC to come answer questions? Or should we plan on writing up a list of questions and submitting them to each org?
08:12 < stukreit> k: for this I mostly work at email speed
08:13 <+keithp> stukreit: if we join another org, we'll just need to get funds out of HSBC and passed over to our future parent org
08:13 < stukreit> I will need the funds to reimburse XDC travel
08:13 < marcoz> keithp: i like personal meeting, but do any of those folks be local?
08:13 < agd5f> I'd say lets send out a list and try and get questions posted in response in the next week or so, then we can follow up with the respective orgs.
08:13 <+alanc> right, we'll probably need to pay XDC bills before getting this resolved and money transferred to another org
08:13 < stukreit> agd5f: +1
08:14 < whot> stukreit: I also have an action item for gsoc previous/current mentor payments, but our time is up. can we defer that?
08:14 < agd5f> keithp, alanc: can one of you email a list of possible umbrella orgs to the board list to start the discussion?
08:15 < stukreit> guess so. feel free to email me so we can move it along
08:15 <+alanc> I'll send the ones I know of
08:15 < stukreit> the 3: spi-inc, sfconservance, apache. Any otheres?
08:15 < agd5f> so everyone take an action item to look over the list and come up with questions in the next week
08:16 < agd5f> google probably needs out info soon or we forego our mentor money.  Not sure when the deadline is off hand
08:17 < agd5f> probably around the end of gsoc
08:17 <+alanc> there's at least also the Eclipse Foundation, but that's more oriented towards developer tools I think
08:18 < stukreit> We can take $$ into our savings account. is Carol Smith the contact?
08:18 < agd5f> yes
08:18 <+alanc>
08:19 <+alanc> I know who to ask to get a list of FOSS fiscal sponsor orgs that do this, and will do that - I bet Stuart could get a similar list from Eben
08:22 < stukreit> 15 minutes over. move to adjourn?
08:23 <+alanc> +1
08:23 < whot> ok, so alanc will send out the list to the board, stuart can add to that list. please read up on that asap, discusssion should be by email to get next meeting on track
08:23 < stukreit> thanks all for spirited discussion
08:23 < whot> that's all we have time for today, calling it closed. please remember to read up on potential umbrella orgs