Board minutes for meeting on July 16th, 2013, 19:09 UTC

The incoming Hildon Foundation Board of Directors held their first meeting on Tuesday July 16th, 2013 at 19:09 UTC. The meeting was held in #maemo-meeting on the Freenode IRC network. A voice meeting to make it official by Pennsylvania incorporation laws was also held.

Agenda:

  1. Formal acceptance of new board members.
  2. Bank account access and financial details (including any external services in the Foundation’s name, e.g., Amazon.de).
  3. Incorporation status (are we 501(c)(3) or not?) and fixing PayPal donations(!).
  4. Officer selection for treasurer, secretary, chair, and communications.
  5. Briefing on Nokia handover contract and any other non-public negotiations the board has been involved in.
  6. Availability of email exchanges related to board business.
  7. Discussion of any private keys the Foundation has.
  8. Briefing on details of any ongoing business or negotiations.
  9. Check by-law and incorporation in the state of Pennsylvania requirements for audio-meetings and see what we can do to make IRC a valid channel for votes and other decisions.

Other topics:

  • Review the budgeting for the next year with the council (the techstaff would really appreciate populating another blade).
  • Regarding private keys (7.), we should probably ensure some kind of archiving bot is added to the board@ alias to ensure that the official business channel of the Foundation is archived for future handover purposes.

Meeting is opened at 19:10 UTC

Attending:

  • Ryan Abel / GeneralAntilles (Director Elect) (chaired first half)
  • Andrew Flegg / Jaffa (Director Elect) (chaired second half after selection as chair)
  • Gido Griese / win7mac (Director Elect)
  • Rüdiger Schiller / Chemist (Director Elect)
  • Craig Woodward / Woody14619 (Director)
  • Jörg Reisenweber / DocScrutinizer (HFC Council member)

Formal acceptance of new board members:

  • Craig Woodward as only attending Director and Chair recognises all members elected to serve via the election. (Craig Woodward, Ryan Abel, Andrew Flegg, Rüdiger Schiller, and Gido Griese)

Bank account access and financial details:

  • There is a strong desire to see multiple board members on the account.
  • Three directors are US based, which may be required for account access.
  • A notion of opening an EU account for simplifying/minimializing fees is suggested.
  • Craig is the only one with local branches for the current bank.
  • An agreement is made to attempt to place Craig, Andrew and Gido on the account access list.

Incorporation status and PayPal:

  • Craig relays that PayPal (at last instance) had touble linking to First Niagra, which was not resolvable due to lack of access to the account.
  • We need to confirm with Rob if 501(c)(3) paperwork was filed. It is Craig’s belief that it was not filed, and that the current status is taxed corporation.
  • Andrew raised concerns about tax implications based on that. Craig will consult his tax CPA about the requirements and filing issues.
  • The concept of starting a sister organization (German e.V.) is discussed.

Officer selection:

  • Several offers and counter-offers are made for positions.
  • The final settled positions appear to be:
  • Ryan – Communications
  • Andrew – Chair and Vice-Treasurer
  • Gido – Treasurer
  • Craig – Secretary and Vice-Treasurer

Briefing on Nokia negotiations and other non-public issues:

  • This requires Rob’s input, and he is not present.

There is a movement to allow for official consideration and voting via PGP signed e-mails. Rüdiger will organize getting everyone’s keys signed and cross-signed to create a formal trust chain.

There is a movement to consider the rest of the topics via e-mail, which is agreed to all around.

An attempt at a voice confirmation meeting is made but does not work. A voice-only meeting to confirm the topics discussed is scheduled for the 17th.

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