[00:00:00] - {Tageswechsel: Samstag, 31. August 2024} [02:29:29] FYI: I have finalized the financial statement for FY2024: https://wiki.gentoo.org/wiki/Foundation:Gentoo_Foundation_Finances_FY2024 [02:29:35] reviews greatly appreciated [10:19:39] my letters as president & treasurer are also ready for review ahead of the meeting: https://wiki.gentoo.org/wiki/User:Robbat2/FY2024_Gentoo_Foundation_Letters [20:23:00] -*- robbat2 sets the virtual boardroom table [20:47:42] -*- NeddySeagoon changes the water jug for neat vodka 😀 [21:00:51] -*- robbat2 bangs the gavel [21:01:25] roll-call: prometheanfire, ulm, soap, dilfridge, robbat2 [21:01:39] welcome to the Gentoo Foundation AGM for 2024 [21:01:43] hallelujah [21:01:55] -*- dilfridge here [21:01:57] -*- ulm here [21:02:25] how many members do we have? [21:02:38] i will wait until 19:05 UTC before marking the remaining trustees absent [21:03:45] ulm: 56 members of the foundation as of the formal member list [21:03:59] quorum is 19 members then [21:05:31] but it was never met in the foundation's history IIUC [21:05:35] per section 5.8 of the bylaws, we do have a quorum of trustees present. [21:05:56] but I agree we have never had a full quorum of members [21:06:19] there's bug 676322 :) [21:06:19] ulm: https://bugs.gentoo.org/676322 "Update the member quorum number to 1/10th of members; the default in NM statute: https://archives.gentoo.org/gentoo-nfp/message/443c7d847564b0c4391b434db05d1f34"; Gentoo Foundation, Proposals; CONF; antarus:trustees [21:06:49] but wouldn't have helped today either I fear :( [21:06:56] prometheanfire, soap: reping [21:07:47] let's move on regardless [21:08:01] who is logging, and who is taking minutes? [21:08:08] -*- dilfridge is logging [21:08:09] minutes/motions [21:08:16] I am logging too [21:08:40] i guess i'll do the motion updates by default [21:08:49] old business first [21:09:12] As the president & treasurer, I offer up the annual letters: User:Robbat2/FY2024_Gentoo_Foundation_Letters [21:09:21] robbat2: pong [21:09:37] hi prometheanfire [21:09:51] have the attending trustees had a chance to read the letters? [21:09:56] yes [21:09:56] yep [21:10:04] yep [21:10:18] it seemed not the right moment to me to go sponsor-hunting [21:10:31] do you have any questions about the president's letter first? [21:11:03] "The Gentoo Foundation successfully joined the Software in the Public Interest" [21:11:03] well sleepy j... never mind [21:11:10] is this technically correct? [21:11:22] the Gentoo project joined SPI IIUC [21:11:23] yes, we were accepted as a project in the SPI [21:11:40] accepted, but not fully transitioned, ya [21:11:49] became an associated project, yes [21:11:54] or is your question the Foundation vs Project? [21:12:07] yes, Foundation vs Project [21:12:14] not the foundation, but Gentoo Linux as such [21:12:41] https://www.spi-inc.org/projects/gentoo/ [21:12:55] the point is that Gentoo will remain an associated project even after the foundation's dissolution [21:13:01] exactly [21:13:06] if the SPI were to ask for for Gentoo's signatory on joining, that is presently represented by the Foundation [21:13:09] as a legal entity [21:13:27] as the Foundation owns the Gentoo Linux assets right now [21:13:45] (this debate is pointless but) then I dont understand how a project without a foundation could even join [21:14:18] in that case, an individual represents another project: as a natural person, rather than a corporate person [21:14:31] could we update the wording? "Gentoo successfully joined ..." [21:14:49] sure, and leave that slightly ambigious [21:15:17] or "Gentoo Linux" or "The Gentoo project", just not say "Foundation" there [21:16:18] refresh the letter and confirm? [21:16:20] -*- dilfridge wonders about the Second Foundation [21:16:39] they hide on Trantor [21:16:58] yes good [21:17:01] very good [21:17:31] yes, better [21:17:36] any other questions? if not from trustees, also for any other attendees? [21:18:59] so right now if I read this correctly we have roughly 10% more expenses than income [21:19:16] which is harmless given our cash reserves would even with that last for ~10 years [21:19:27] i'll cover that more in the treasurer letter [21:19:30] ok [21:19:50] motion to accept the president's letter [21:20:05] seconded [21:20:08] -*- dilfridge yes [21:20:08] vote by stating: aye/nay/abstain [21:20:12] aye [21:20:22] abstain (I wrote it!) [21:20:23] yes [21:20:47] motion passes: 3 aye; 0 nay; 1 abstain [21:21:03] ok, the treasurer's letter now [21:21:34] dilfridge: you are correct; but also note our dependency on depreciation [21:22:08] if the primary servers @ OSL failed today; brand new replacement would cost >$40k [21:22:28] ack [21:22:35] i think we are almost out of their warranty period [21:22:37] I'm not concerned about reducing cash reserves at this point [21:23:09] so while it's not of immediate urgency, increasing income would be useful [21:23:20] we could sustain two such replacements with current funds [21:23:21] (which isn't really what's happening then the negative amount is due to depreciation) [21:23:29] we do need to increase income, but it needs to go into the SPI [21:23:49] this is why I said, bad moment to go sponsor hunting [21:24:07] in-kind sponsors; good time; in-cash bad time [21:24:52] any further questions about the Financial KPI portion, since we are just discussing that? including from the floor [21:25:10] -*- dilfridge looks down at the floor and sees some suswatari [21:26:00] only catbus.sparc is powered by coal given the power it draws ;-) [21:26:00] sorry here now [21:26:25] hi soap [21:26:37] moving on from the Financial KPIs, to the SPI transition [21:27:17] SPI's treasurer has been very slow in turnarounds; and these have just been questions about changing the paypal donation setup so far [21:27:38] i have offered direct help, e.g. via screensharing to demonstrate to them how to do it, but been deferred [21:27:58] this may draw out the transition process :-( [21:28:25] keep nagging them [21:28:40] when it comes to actually closing the bank accounts, we're going to need to get some of the current bank account signatories into a branch it seems [21:28:51] due to KYC requirements and the age of our accounts [21:29:19] likely antarus, prometheanfire, dabbott together [21:29:49] all US? [21:29:53] correct [21:30:43] as the current treasurer, I might also have to attend, but i'm still north america [21:31:08] we'll cross that bridge when needed [21:31:10] well, so far the border is still open :) [21:31:39] any questions about the SPI transition financial steps? [21:32:29] not from me atm [21:33:36] nope [21:33:53] motion to accept the treasurer's report: please vote with aye/nay/abstain [21:33:58] aye [21:34:04] abstain (as author) [21:34:07] yes [21:34:12] -*- dilfridge yes [21:34:21] -*- ulm yes [21:34:40] motion passes; 4 aye; 0 nay; 1 abstain [21:35:11] last item of old business is the new officers [21:35:41] to fill legal requirements, we require a US natural person to fill either the president or secretary role [21:36:00] phew [21:36:04] lol [21:36:05] that has to be prometheanfire [21:36:17] ya, legal from spi? [21:36:23] or AZ? [21:36:28] s/AZ/NM [21:36:28] NM, I guess [21:36:28] new mexico [21:37:11] well, time wise I can do secretary, kid is growing so it's a little easier now [21:37:11] specifically, the person who signs the required regulatory filing must be a US person AND hold one of those roles [21:37:42] i wish to continue as treasurer, but I don't care either way about the president's role [21:38:15] soap, ulm, dilfridge: president? [21:38:19] ulm for president [21:38:41] ++ [21:38:45] i don't know if ulm has his own filing requirements if he does that [21:38:53] nah, he did that already [21:39:07] rather: do they need updating to move from trustee to also being president? [21:39:08] only for board of directors [21:39:27] presumably would need updating [21:39:53] also, what problem would it solve? we need an US citizen as one of the officers [21:40:10] prometheanfire is willing to be the secretary [21:40:11] I already said I'd do secretary [21:40:27] ulm: if you're willing to accept president; i'll start a motion for that seat [21:40:42] sorry, not at this time [21:41:22] robbat2: what's the additional ... thing? [21:41:31] (president vs board member) [21:41:51] running meetings iirc [21:42:19] ((apart from the secret service escort and continous trouble with the area 51 reports I mean)) [21:42:24] run meetings; be the signatory for acts of foundation interacting with other stuff, e.g. if we had a yubikey deal [21:42:51] I can do it, and need as far as I know no further formal approvals / acts [21:43:41] -*- ulm is currently president and treasurer of the e.V. so it would be a little too much [21:43:48] motion: dilfridge as president of the Gentoo Foundation for the FY2025 term; vote aye/nay/abstain [21:44:00] -*- dilfridge abstain [21:44:04] aye [21:44:05] -*- ulm yes [21:44:32] aye [21:44:35] yes [21:44:55] motion passes; dilfridge as president of the Gentoo Foundation for the FY2025 term;; 4 aye; 0 nay; 1 abstain [21:44:58] -*- dilfridge hears a Mariachi band somewhere in the background [21:45:06] -*- robbat2 hands over the gavel to dilfridge [21:45:11] uh [21:45:12] ok [21:45:17] :) [21:45:36] anybody else interested in the seat of treasurer? [21:45:51] imho changing that now makes no sense [21:45:59] changing which? [21:46:03] treasurer [21:46:22] i agree, but if anybody else wants it we discuss it [21:46:36] i don't expect any challengers [21:47:05] sorry you're stuck with it, let's see it as encouragement to dissolve soon :) [21:47:09] dilfridge; do you want to take over with the motions now, or I can handle them for the rest of the meeting? [21:47:22] please handle them, since I have no clue of the agenda [21:47:46] https://wiki.gentoo.org/wiki/Foundation:Meetings/2024/08 has the agenda ;-) [21:48:02] motion: robbat2 as treasurer of the Gentoo Foundation for FY2025 term; please vote aye/nay/abstain [21:48:05] abstain [21:48:08] -*- dilfridge yes [21:48:12] -*- ulm yes [21:48:26] aye [21:48:47] yes [21:48:49] motion passes: robbat2 as treasurer of the Gentoo Foundation for FY2025 term; 4 aye; 0 nay; 1 abstain [21:48:57] last one [21:49:10] motion: prometheanfire as secretary of the Gentoo Foundation for FY2025 term; please vote aye/nay/abstain [21:49:14] aye [21:49:20] abstain [21:49:28] -*- ulm yes [21:49:39] -*- dilfridge yes [21:49:59] yes [21:50:00] motion passes: prometheanfire as secretary of the Gentoo Foundation for FY2025 term; 4 aye; 0 nay; 1 abstain [21:50:14] that concludes our mandatory officers [21:51:02] per bylaw 6.2. Duties; we do have other seats available, including to members [21:51:09] if there is any interest [21:51:48] must be trustees: chair, vice-chair ; open to members: vice president, assistant secretary, assistant treasurer [21:52:13] but I feel with no member attendance, we can move on unless there is other interest in those seats [21:52:28] let's keep things simple [21:52:38] moving on [21:52:39] agreed [21:52:41] less people to lay off later on [21:52:57] community items, infra update: we have no written submissions [21:53:22] that's on me for the infra update, and I've been pretty busy with work and the gentoo finances [21:53:42] treasurer update: was included in the letter from the treasurer [21:53:48] any questions about those 3 agenda items? [21:53:51] no [21:53:57] no [21:54:05] no [21:54:23] open trustee bugs: https://bugs.gentoo.org/buglist.cgi?bug_status=UNCONFIRMED&bug_status=CONFIRMED&bug_status=IN_PROGRESS&bug_status=VERIFIED&email2=trustees&emailassigned_to2=1&emailcc2=1&emailreporter2=1&emailtype2=substring&known_name=TrusteesOpenBugs&list_id=3290194&order=Last%20Changed&query_based_on=TrusteesOpenBugs&query_format=advanced&resolution=--- [21:54:52] there's a lot in here that is not actionable [21:54:57] bug 936517 can be closed, I suppose? [21:54:58] https://bugs.gentoo.org/936517 "Social Contract update"; Gentoo Foundation, Licenses; IN_P; ulm:trustees [21:55:45] yes; bug 936517 can be closed [21:55:45] robbat2: https://bugs.gentoo.org/936517 "Social Contract update"; Gentoo Foundation, Licenses; IN_P; ulm:trustees [21:55:49] bug 695360 is obsolete [21:55:54] (funtoo) [21:56:23] agreed [21:56:40] ulm had wanted to raise 676322 again [21:56:43] i hope these nitrokey bills from 2019 are paid :D [21:56:48] Update the member quorum number to 1/10th of members; the default in NM statute [21:57:47] I'm fine with either of the proposed values (10-15%) [21:57:50] yes please [21:58:29] in terms of process since this is a bylaw amendedment [21:59:09] we need a motion of trustees, and then we give notice to members that it takes effect at least 15 days in the future from the notice [21:59:44] dilfridge, soap: do you have any questions about this before we put it to a motion? [21:59:51] ulm: pick a one value, 10 or 15% [21:59:57] no [21:59:58] no questions, fine with both values [22:00:11] let's go for 15% then [22:00:46] ulm's point in the bug is salient: 10% is the new mexico default law; and 15% is what the Gentoo e.v. has today [22:00:47] keeps things the same between ev and us [22:01:02] would be 9 out of 56 members currently [22:01:18] 10% would be 6, obviously [22:01:46] that's just trustees plus 1 member, which doesn't feel right [22:02:21] somewhere in the underlying statutes, in such a vote the trustees would abstain [22:02:32] ah [22:02:35] so it's really 5+9 or 5+6 [22:02:41] then I propose 10 % [22:02:56] yes please [22:03:17] wfm [22:03:45] it's also the NM default (or at least it was when I last checked) [22:04:47] in terms of the notification requirement, when should we set it? I'd like at the start of a business quarter [22:05:10] that would be 2024-10-01? [22:05:17] that means either 2024/10/01 or 2025/01/01 [22:05:33] 2025 makes it nice and round if you like that sort of thing [22:05:36] wfm [22:05:58] so at a glance, we could say quorum starting in 2025 is 10% [22:06:06] yep [22:06:44] (one sec, drafting the motion text) [22:07:59] motion: update bylaw 3.9 member quorum, replace "one-third (1/3)" with "one-tenth (1/10)"; this amended will take effect as of 2025/01/01; vote aye/nay/abstain [22:08:08] *this amendment [22:08:32] -*- ulm yes [22:08:35] aye [22:08:35] aye [22:09:40] -*- dilfridge yes [22:10:00] soap: vote please [22:12:47] motion passes: update bylaw 3.9 member quorum, replace "one-third (1/3)" with "one-tenth (1/10)"; this amendment will take effect as of 2025/01/01; vote: 4 aye; 0 nay; 0 abstain; 1 absent [22:13:09] i'll go around the table for other critical bugs [22:13:24] ulm: specific bugs you feel should be addressed in this meeting? [22:13:53] what's the roadmap for bug 936213? [22:14:10] (transfer of trademarks to SPI) [22:14:28] 936213 is copyrights, 936212 is trademarks [22:14:48] right, 212 is the one I meant [22:15:27] trademarks: i'd like to consult with a trademark lawyer specifically to ask if there's a meaningful action to transfer & renew both in a single step [22:15:38] (also, must the bug be confidential?) [22:15:45] i'm going to reach to rl03 in that regard [22:16:15] that's Renat Lumpau? [22:16:20] correct [22:16:52] as one of the foundation alumni, and one of the few practicing lawyers amongst gentoo's alumni ranks [22:17:18] sounds good [22:17:38] copyright: i think we also need to formulate a question for legal advice [22:18:14] i feel I have a good handle on understanding the trademark paperwork, but not gaps in transfering copyright [22:19:15] specifically, did the release return the copyrights to the original holders, or to the gentoo foundation [22:19:39] which release [22:19:51] https://936213.bugs.gentoo.org/attachment.cgi?id=897845&t=g13rHRecb3 [22:20:24] afaics that doesnt return or transfer anything [22:20:36] what is done remains done [22:20:41] that's only a release "from any future duties and obligations" [22:21:08] but IANAL [22:21:38] robbat2: yes [22:21:42] yeah; IANAL and this needs to be sorted out correctly [22:22:07] anyway, rl03 has said in the past that complex questions about copyright were not in his wheelhouse [22:22:11] so we'll need to find somebody else [22:22:30] there haven't been many transfer forms anyway, and these were in the remote past [22:23:19] last time I checked the gentoo repo for something where the foundation would have a clear copyright claim, I had a hard time [22:23:33] agreed; it's messy data [22:23:47] there was one eclass IIRC (subversion.eclass?) [22:24:22] all the ebuilds have been massively rewritten since 2004 [22:24:46] sorry I can't provide more detailed answers on that bug [22:24:50] does that cover enough [22:24:57] to move on in this meeting? [22:25:02] it might be different for some of the artwork though [22:25:19] specifically, ulm, last call for other bugs that you need to discuss here criticaly [22:25:19] yes, move on [22:25:30] dilfridge: same question; do you have bugs that you need to discuss here critically [22:25:38] no [22:25:57] soap, prometheanfire: same question; do you have bugs that you need to discuss here critically [22:26:12] no [22:26:29] nope [22:27:42] thanks; moving on [22:27:46] activity tracker [22:28:13] prometheanfire: I did not find a reimbursement request for last year's filing of the Annual Report [22:28:43] you won't find it [22:29:01] consider it an in kind donation I think? [22:29:06] or something [22:29:23] thank you; i'll record it, as recognizing expenses [22:29:57] the tax forms will be sorted by the CPA in the next weeks I hope [22:30:05] deadline for those is 2024/Nov/15 [22:30:46] any other questions about activity tracker items? [22:30:52] list is at https://wiki.gentoo.org/wiki/Foundation:Activity_Tracker [22:31:08] prometheanfire: when you do next file the annual report, please include a copy in the foundation repo [22:31:23] ack, I'll make a reminder for myself [22:31:51] the 2023 copy is present [22:32:26] new business [22:32:49] i don't recall if we already pruned the membership list [22:32:52] i think so, but need to verify [22:33:27] new business from other trustees? ulm, prometheanfire, soap, dilfridge [22:33:31] https://wiki.gentoo.org/wiki/Foundation:Member_List was last updated in May [22:33:39] not here [22:33:39] so probably no pruning [22:33:43] nope [22:33:56] no new business from my side [22:33:58] nope [22:34:34] no new business [22:34:50] cleanup phase; responsibilities [22:35:02] log: ulm/dilfridge already accepted [22:35:05] i'll do the motions [22:35:18] i'm doing the email to rl03; i don't think there are others [22:35:53] agenda: we'd need to set the next meeting first [22:35:59] channel topic; ditto [22:36:26] dilfridge: as you are the new president; i'd like some direction from you about setting the new meeting schedule [22:36:38] we do meetings? [22:36:52] but seriously, more than every 2 months makes no sense [22:37:01] other than the AGM, none are required [22:37:36] let's do one before christmas, with gingerbread and glühwein, but until then I see no big need [22:37:42] we can decide later on if we need a meeting, somewhat hd-hoc [22:37:50] let's do them when there are actual items [22:37:50] s/hd-hoc/ad-hoc [22:38:09] i thought dilfridge was going to ship some glühwein ;-) [22:38:15] hehe [22:38:16] also, immediately after a council meeting seems like a good time [22:38:23] yes that is a good point [22:39:07] we implicitly have a trustee quorum at council meetings unless 2 of us have proxies/absent [22:39:46] trustee quorum might also be doable at fosdem :D [22:40:11] hey, no expensing dinner without treasurer oversight ;-) [22:40:18] hehe [22:40:40] also, xyz got retired [22:41:00] that was quick [22:41:19] the Foundation has covered meals twice in it's history; a group of developers, and a small group of OSUOSL students that also had a few devs in it [22:41:45] or maybe 3 times? i don't recall if it happened twice as the prague gentoo miniconf [22:43:04] moving on here if there's nothing else: open floor [22:44:19] holding floor only till 13:50:04 [22:50:17] meant 21:50:04 UTC / 13:50:04 local; meeting closed; dilfridge already has the gavel so I can't use it. [22:50:26] thanks everybody [22:50:38] thanks [22:50:41] thanks [22:50:43] -*- dilfridge whacks with it... somewhere [22:50:51] thank you!