path: root/2008/051108.txt

--- Log opened Sun May 11 00:00:53 2008
14:23 -!- mode/#gentoo-trustees [+o NeddySeagoon] by ChanServ
14:25 -!- NeddySeagoon changed the topic of #gentoo-trustees to: Join our public mailing list gentoo-nfp at lists dot gentoo dot org | Next meeting, here, Sunday 11 May at 1900 UTC. (Postponed from 4 May) | Agenda  Review and Adopt the Bylaws  http://xrl.us/bjk6h  | Logs/Minutes of past meetings http://tinyurl.com/2qcb4o | Read for todays meeting ---> http://dev.gentoo.org/~neddyseagoon/docs/FoundationBylawsProposed_2.xml
14:31  * fmccor signs in
14:41 <@NeddySeagoon> fmccor, read the link  http://dev.gentoo.org/~neddyseagoon/docs/FoundationBylawsProposed_2.xml
14:43 <@fmccor> NeddySeagoon, Doing it now
14:45 <@NeddySeagoon> 'taco says we can have a foundation-announce list
14:47 <@wltjr> draft looks good so far to where we are at, I would like to change the annual meeting, to monthly, with one of them being the annual, I will see about providing some wording there per discussion on -nfp
14:48 <@wltjr> also wrt to legal requirements for by laws, let's not worry to much there, since that stuff might be state specific, much less outdated per the type of entity we are
14:49 <@wltjr> I will be around for meeting
14:52 <@fmccor> Great
14:52 <@fmccor> I'd also like to activate the domain name at some point.
14:52 <@wltjr> the foundation one?
14:53 <@fmccor> Yes.
14:53 <@tsunam> morning
14:53 <@tsunam> well almost afternoon
14:53 <@fmccor> I think we can use it to make voting much easier --- give each member a limited account there for purposes of voting.
14:54 <@fmccor> tsunam, You need to catch up with the rest of us.
14:54 <@fmccor> :)
14:54 <@wltjr> tsunam: was about to say even in the west, almost noon :)
14:55 <@fmccor> NeddySeagoon, I have I think 3 minor comments on your posting, so I'm easy today. :)
14:56 <@fmccor> wltjr, If we can find a reasonable host for gentoo-foundation.org, I think we can make good use of it for some Foundation-specific matters, such as voting (as I mentioned).
14:57 <@tsunam> is there a reason not to talk to infra about it?
14:58 <@wltjr> fmccor: I don't have a problem there, but maybe a webapp could do the same thing?
14:58 <@fmccor> None at all, if we have some reasonable use for it to talk with them about.  I think we do, and should discuss it next week.
14:58 <@wltjr> fmccor: not sure we need real accounts, unless we want to vote using existing system and means
14:58 <@fmccor> wltjr, I defer to you on that.
14:59 <@fmccor> wltjr, That was how I was thinking on voting --- take advantage of what we already have in place.
14:59 <@wltjr> fmccor: I am fine with it either way, just not sure about other uses, server just for voting
14:59 <@wltjr> do we plan to have more votting taking place? if so then surely
15:00 <@wltjr> s/votting/voting :)
15:00 <@fmccor> Who knows?  Possibly, I suppose.
15:00 < jmbsvicetto> Afternoon
15:00 <@wltjr> fmccor: if infra is cool with it, I am fine no worries
15:00 <@wltjr> fmccor: we likely should take things to member votes more often for major stuff
15:01 <@fmccor> wltjr, It's a good topic for next meeting or so.
15:01 <@wltjr> pathetic hardware and a tiny pipe should be plenty for our needs :)
15:01 <@wltjr> fmccor: surely
15:01 <@NeddySeagoon> fmccor, its AOB for next meeting
15:01  * fmccor did indeed forget all about mothers' day, and is thus limited to about 90 minutes today.
15:02 <@tsunam> k
15:02 <@wltjr> yeah I skipped out on family gathering :(
15:02 <@NeddySeagoon> What about the idea kicking around to form a Returning Officers project ... note that persons counting votes are suppoed to b Foundation officers
15:02 <@fmccor> If we're quick, can you still make it.
15:02 <@NeddySeagoon> Anyway ... role call
15:02  * fmccor waves
15:03  * tsunam salutes
15:03 <@wltjr> fmccor: nah they started ~2hrs ago, food already cooked and ate, might have been able to attend and rush back
15:03  * wltjr is present
15:03 <@NeddySeagoon> tgall_foo,  ??
15:03 <@fmccor> :(  Sorry.  My fault.
15:03 <@wltjr> no worries, I didn't catch it till I had an inite :)
15:03 <@wltjr> s/inite/invite
15:04 <@NeddySeagoon> Ok, lets start ... wltjr you want to take this meeting, since you have done most of the work up to now ?
15:05 <@NeddySeagoon> Illl take that as a no then
15:05 <@wltjr> ok
15:05 <@NeddySeagoon> wltjr, ?
15:05 <@wltjr> I think the propoposed replacement for section 3.4 notice is good, old and delete can go away
15:06 <@wltjr> I need to put forth a re-write for 3.2, Annual Meeting -> Monthly Meetings
15:06 < jmbsvicetto> wltjr: Don't you want that for Board of Trustees meetings?
15:06 <@wltjr> the second part/paragraph of 3.5 seems a little excessive
15:07 <@NeddySeagoon> I'm editing as we go ... can we start at the beginnning ?
15:07 <@wltjr> jmbsvicetto: no, I think the stuff wrt to meetings in Article 5.x should go away
15:07 <@wltjr> it's redundant IMHO
15:08 < jmbsvicetto> wltjr: So you want all meetings to be "members ' meetings"?
15:08 <@wltjr> NeddySeagoon: sure, just nothing before 3.2/3.4 I see needing to be modified, looks like those were already updated
15:08 <@tsunam> wltjr: a lot of legal documentation is redundant for reasons
15:08 <@wltjr> jmbsvicetto: meetings are meetings, I don't think we should differentiate 
15:08 <@tsunam> that just don't make sense to normal people
15:08 <@wltjr> tsunam: this isn't really a legal document, this is a document describing how we operate
15:08 <@fmccor> tsunam, Not really.  It's redundant because of bad writing skills.
15:09 <@NeddySeagoon> it appears the trustees, members and trustees+members can meet separately and such meetings are address separtely 
15:09 <@wltjr> also because of re-using others by laws and etc
15:09 <@wltjr> NeddySeagoon: when will we ever have a meeting of the members?
15:09 <@wltjr> electronically I don't see that being possible, or manageable 
15:09 <@wltjr> therefore I see all meetings being board or officers, with members in attendance if they wish
15:09 < jmbsvicetto> wltjr: The difference is that if you have meetings of the Board, you don't need to go to such lengths about notices and warning users
15:09 <@wltjr> open floor at end of meeting
15:09 <@fmccor> At least once every 13 months.  It would beon IRC.
15:09 <@NeddySeagoon> wltjr, well, that would be up the the members, if they wanted to exclude the trustees :)
15:10 <@wltjr> jmbsvicetto: any meeting should have same notice requirements within reason
15:10 <@wltjr> NeddySeagoon: I don't see our members being that organized in that regard
15:10 < jmbsvicetto> wltjr: The existing proposal used different notice requirements
15:10 <@wltjr> that's more something that occurs for like share holder meetings etc
15:10 <@NeddySeagoon> wltjr, The AGM *must* be a meeting including the members
15:11 <@wltjr> NeddySeagoon: agm?
15:11 <@NeddySeagoon> Annual General Meeting   -  The Annual Meeting 
15:11 <@wltjr> NeddySeagoon: that is a stupid concept IMHO
15:11 <@wltjr> we have an annual election, not meeting
15:12 <@wltjr> the annual meeting should be a changing of guard meeting, done over 2 meetings, not one
15:12 < jmbsvicetto> wltjr: Anyway, I think I had this dicussion with you before. I've been a bit distracted with other issues, but I don't recall reading any email about the proposed powers for the Trustees and what actions require a majority vote of the members
15:12 <@wltjr> I really don't like us turing an election into a meeting, they are very different
15:12 <@wltjr> jmbsvicetto: no where near those articles
15:12 <@NeddySeagoon> wltjr, its one meeting adjourned for voting
15:12 < jmbsvicetto> wltjr: one of the points of that meeting is to present the annual report
15:12 <@tsunam> jmbsvicetto: *nods*
15:12 <@wltjr> NeddySeagoon: so a role call is taken?
15:13 <@wltjr> meetings implies public voting and open record as to whom voted what
15:13 < jmbsvicetto> wltjr: Not really
15:13 <@wltjr> like right now if we vote on something, who votes what is visible, and we can discuss that, thus meeting
15:13 <@wltjr> an election is totally different, there is very little if any discussion
15:13 <@NeddySeagoon> wltjr, nope - meetings do not imply show of hands votes
15:13 <@wltjr> members aren't trying to discuss and change other members votes per say, as it might be during a meeting where we weight out options and vote based on that
15:13 <@wltjr> NeddySeagoon: meetings imply role call, who attended
15:14 <@wltjr> which role call is not the same as those qualified to vote
15:14 <@NeddySeagoon> wltjr, we have that from the log
15:14 < jmbsvicetto> wltjr: It might not be a valid comparison to the american system, but polictical parties here used to hold a weekend meeting (a congress) during which they have a secret vote to elect a new leader for the party
15:14 <@wltjr> jmbsvicetto: technically we do that as well, the popular vote is not the one that determines the end result
15:15 < jmbsvicetto> wltjr: I present that as an example of what our "meeting" looks (would look) like
15:15 <@wltjr> yeah I gues congress meets and votes in laws etc, but there is a record
15:15 <@wltjr> meeting implies minutes
15:15 <@fmccor> wltjr, If it's on IRC, we can see who's present. 
15:15 <@wltjr> but we don't vote on irc
15:15 <@NeddySeagoon> wltjr, we still have to have an annual meeting to present reports ... elect trustees
15:15 <@wltjr> we do it over 2 months
15:15 <@wltjr> NeddySeagoon: annually we need 2 changing of the guard meetings
15:15 <@NeddySeagoon> wltjr, 2 months <> 2 meetings#
15:15 < jmbsvicetto> wltjr: We move the voting to our "mail booths" ;)
15:16 <@fmccor> Meeting is more of a legal formality, where the results are formally presented (as I see it, anyway).
15:16 <@NeddySeagoon> wltjr, thats still TBD.  Trustees could hold office for 2 years
15:16 <@wltjr> it's really not that big of a deal to me, but I would prefer us be clear in our election process and etc
15:16 <@wltjr> so is that members must show up and nominate people at the meeting then?
15:16 <@fmccor> I wouldn't think so.
15:16 <@wltjr> well it's a meeting right? being adjourned
15:16 <@NeddySeagoon> fmccor, that works, provided no discussion is needed prior to any votes
15:17 <@wltjr> so how would a member go about nominating someone'?
15:17 <@wltjr> if this is being tied to a meeting process, members need to show up at one meeting, nominate people which end up on ballot, meeting adjourned vote takes place etc
15:17 <@NeddySeagoon> wltjr, we use the same process as now but  adjoourn the meeting for voting
15:17 <@wltjr> but this has nothing to do with what I envision the two changing of guard meetings to be
15:18 <@wltjr> the first of the two, would be existing trustees concluding any open business, nothing to do  with election
15:18 <@wltjr> with the new board sitting in, so this meeting takes place after elections
15:18 <@fmccor> NeddySeagoon, those would be floor nominations to a recommended slate (normally)?
15:18 <@wltjr> then the next meeting, the new board takes over, old board sits in to help, advise, etc
15:19 < jmbsvicetto> wltjr: You can call a meeting to start process and then have a discussion (thread) in the -nfp ml where members can nominate candidates for X days and move the voting to the day to be determined
15:19 <@wltjr> ok, but those meetings will preceed the two I am speaking of
15:19 <@NeddySeagoon> we can accept last minute nominations from the floor.  Nominations close when the meeting is adjournded for the vote
15:19 <@wltjr> the changing of guard meetings only take place once a new board has been elected
15:19 <@tsunam> we've always handled the elections the same way...
15:20 <@wltjr> it can stand as is, just would like it know I dislike our election process tied to meetings
15:20 <@tsunam> open up elections on -core -dev for nominations
15:20 <@wltjr> the council doesn't do that to my knowledge
15:20 <@tsunam> see who accepts then hold voting
15:20 <@fmccor> tsunam, Yes, and it works pretty well.  I'd hate to get hung up on this point.
15:20 <@tsunam> that seems to be the best system for us imo
15:20 <@NeddySeagoon> wltjr, Noted ... but it seems to work
15:21 <@wltjr> NeddySeagoon: it's never been tied to a meeting
15:21 <@wltjr> NeddySeagoon: when did a meeting take place before this past election?
15:21 <@NeddySeagoon> wltjr, Yet ... and it still need not be
15:21 <@fmccor> wltjr, I view the meeting as just a formal event.
15:21 <@wltjr> I think we need an article on elections
15:21 < jmbsvicetto> wltjr: Not officialy, but it has always been presented as one
15:21 <@NeddySeagoon> wltjr, who was going to meet with whom ?   It was discussed on -core
15:22 <@NeddySeagoon> wltjr, Agreed ... 
15:22 <@tsunam> btw I'm limited to 90 minutes myself
15:22 <@NeddySeagoon> Motion to detial the election process in the bylaws
15:22 <@fmccor> second
15:22 <@wltjr> Section 3.6 can be dropped, N/A since we aren't doing individual notices
15:23 <@NeddySeagoon> Vote ^^
15:23  * NeddySeagoon aye
15:23 <@fmccor> Yes.
15:23 <@tsunam> yes
15:23  * wltjr yeah
15:23 <@NeddySeagoon> carried
15:24 <@NeddySeagoon> wltjr  can we drop 3.6 ... is there a legal requirement#
15:24 <@wltjr> NeddySeagoon: let's not worry about legal requirements atm
15:24 <@NeddySeagoon> 'taco says we can have a mailing list for annoucements
15:24 <@fmccor> NeddySeagoon, I don't see how 3.6 applies to us.
15:24 <@wltjr> NeddySeagoon: if we move states, they are likely to change, also I don't think allot of the law applies to an organization like ours. I don't see anyone contesting or coming after us over it, so pretty much moot
15:25 <@wltjr> Section 3.7 is quite confusing and long
15:25 < jmbsvicetto> NeddySeagoon: That could be seen as a "public notice" on a billboard
15:25 <@fmccor> wltjr, I don't even know what is says. :)
15:25 <@NeddySeagoon> wltjr, the point is, do we need (under law) to send notices to members or is an ad in a paper enough ?
15:26 <@wltjr> NeddySeagoon: for the most part it's up to us
15:26 <@NeddySeagoon> wltjr, I agree we can drop 3.6. then
15:26 <@fmccor> Notice could read as simply as "send an email to foundation-announce@..."
15:27 <@NeddySeagoon> yep - if we had it ...
15:27 <@wltjr> 3.7 seems to have something to do with the record of members, and fixing a date there?
15:27 <@fmccor> take taco up on his offer, then we do.
15:28 <@wltjr> I think we can drop 3.7 it seems to be related in some ways to 3.6
15:28 <@NeddySeagoon> fmccor, I'll raise a bug
15:28 <@wltjr> basically talking about determining which members are entitled to a waiver/notice
15:29 <@NeddySeagoon> 3.7 says you can set a date by which your records will be up to date. New members since that date don't get to vote at the next meeting
15:29 <@fmccor> wltjr, 3.7 seems to say that we fix times for current membership list, sort of like voter registration.
15:29 <@NeddySeagoon> fmccor, exactly
15:30 <@fmccor> It can be one sentence, however.
15:30 <@wltjr> yeah this 3 sections is kinda ridiculous, and lots of repetative confusing statements
15:30 <@NeddySeagoon> fmccor, write it please
15:32 <@wltjr> that one is a bitch
15:33 <@wltjr> maybe we can drop b and c and keep just A?
15:33 <@wltjr> b seems NM specific
15:33 <@fmccor> Me, I'd say "Any member of the Foundation at the start of a voting period may vote."
15:33 <@NeddySeagoon> fmccor, whats a 'voting period' ?
15:34 <@NeddySeagoon> I we can do without a record date - because its all electonic .. we can drop it
15:34 <@fmccor> Oh, like we announce now that voting for Council will open on xxx and close 4 weeks later.
15:34 <@NeddySeagoon> OK - thats the recording date then
15:35 <@NeddySeagoon> open on xxx 
15:35 <@fmccor> Yes.
15:35 <@NeddySeagoon> so we do do it
15:35 <@fmccor> I think that's all we need.
15:36 <@NeddySeagoon> somebody write some words and emailthem to -nfp please
15:36 <@NeddySeagoon> e.g. members as of the date of poll opening are entitled to vode.
15:36 <@wltjr> http://rafb.net/p/5UeB8j85.html
15:36 <@NeddySeagoon> vote*
15:37 <@wltjr> but really I dislike this section as meetings of members, I think it should be foundation meetings, we really don't have meetings of members
15:37 <@NeddySeagoon> wltjr, works for me
15:37 <@wltjr> likely need to add a line that the record date is defaulted to the date of poll opening, unless stated otherwise
15:38 <@NeddySeagoon> Thats going to become all of 3.7 ?
15:39 <@fmccor> Works for me, too, although I don't think we'll be voting at meetings --- I prefer your "poll opening".  You could say "meeting or opening of the polls" I suppose.
15:40 <@tsunam> now here's a silly question who's going to rewrite said sections...
15:40 <@NeddySeagoon> well, poll, may not be at a meeting
15:40 <@fmccor> Right.
15:40 <@NeddySeagoon> tsunam, I'm doing it as we go ... based on the words here
15:40 <@tsunam> k
15:41 <@tsunam> got 2 people with 50 minutes left
15:41 <@NeddySeagoon> wltjr, thats all of 3.7 ?  A, B, C go ?
15:41 <@NeddySeagoon> tsunam, we won't finish today
15:42 <@wltjr> b seems NM specific and first part reads as the first part of a, almost same wording in first sentences
15:43 <@fmccor> wltjr, I think it's lifted from someone else's bylaws --- these proposed bylaws were intended for Deleware originally.
15:43 <@wltjr> c just seems like additional stipulations that if we aren't setting a record date, way in advance of polling etc, really doesn't apply I don't see us setting a record date > 60 days etc, so not sure we need provisions for such
15:43 <@NeddySeagoon> entitled to consent to corporate action ... seems to be covered by 'poll'
15:43 <@wltjr> fmccor: well b mentions New Mexico in a couple places
15:44 <@fmccor> Because NeddySeagoon changed it. :)
15:44 <@wltjr> ah
15:44 <@wltjr> fmccor: well some of this does almost read exactly like the nm docs
15:44 <@fmccor> It's likely boilreplate.
15:44 <@fmccor> ^lre^ler
15:45 <@NeddySeagoon> fmccor, some of it appears to be lifted from http://www.conwaygreene.com/nmsu/lpext.dll/nmsa2007dec/99b/14f30/150fb?f=templates&fn=document-frame.htm&2.0#JD_Ch53Art8
15:45 <@fmccor> NeddySeagoon, wltjr I'd strike 3.7 A,B,C  --- I think the replacement is what we want
15:46 <@fmccor> No need for bylaws to include statutes.
15:47 <@NeddySeagoon> yeah The record date shall be the date of poll opening, unless stated otherwise. covers c)
15:47 <@NeddySeagoon> done
15:48 <@wltjr> do we have addresses and phone #'s to members? 3.8 seems to require that?
15:48 <@tsunam> heck no
15:48 <@wltjr> I think name and email is suffice? 
15:48 <@tsunam> we don't even have a full list of members
15:48 <@wltjr> :)
15:49 <@NeddySeagoon> tsunam, we do - jmbsvicetto provided it
15:49 <@tsunam> when...I never saw one?
15:49 <@wltjr> jmbsvicetto: just names and emails right? any other info
15:49 <@NeddySeagoon> well, the list used at the last election
15:49 <@fmccor> Perhaps also gpg key like we have on ldap
15:49 <@tsunam> ah
15:49 <@wltjr> fmccor: ok, I like that one
15:49 <@fmccor> tsunam, He sent it to everyone.
15:50 <@fmccor> wltjr, Give jmbsvicetto credit, not me.  He reminded me of it.
15:50 <@NeddySeagoon> tsunam, I can dig it out and fwd it if you want
15:50 <@wltjr> surely jmbsvicetto did an excellent job
15:50 <@tsunam> NeddySeagoon: no need
15:50 <@NeddySeagoon> ok
15:50 <@wltjr> howeer per 3.8 producing the list is a requirement of the trustees not election officials
15:51 <@wltjr> with the last bit saying if we fail do produce that, we can't run
15:52 <@NeddySeagoon> The officer or agent having charge of the membership ... is a Foundation offical.  We need to appoint one, or start an elections project, whos memebrs are Foundation offcials 
15:53 <@wltjr> here is my re-write for 3.8 http://rafb.net/p/WfIZU393.html
15:53 <@NeddySeagoon> I'm for an   elections project ... running the election is non trivial and trustees should not do it
15:54 <@wltjr> also shouldn't record keeping like that fall under secretarial duties?
15:54 <@wltjr> NeddySeagoon: yes and election project should also apply for council elections
15:54 <@NeddySeagoon> wltjr, at least ten (10) days before each meeting of members, ?   every month ?
15:54 <@NeddySeagoon> wltjr, yes
15:55 <@NeddySeagoon> and yes
15:55 <@wltjr> NeddySeagoon: well again that's why I think this section should be foundation meetings, not meetings of members, because only thing that involves members, is elections and votes brought to them
15:55 <@fmccor> We need to keep it current anyway --- that's a legal requirement.
15:56 <@wltjr> NeddySeagoon: but since we aren't separating elections/voting from regular meetings, I think we should keep it
15:56 <@NeddySeagoon> fmccor, yes ... if its posted on a web page ... its not a lot of work to maintain, if its done regularly
15:56 <@NeddySeagoon> ok
15:56 <@wltjr> hopefully changes between meetings in membership is minimal
15:56 <@fmccor> NeddySeagoon, Needs to be on file with our agent for public inspection.
15:56 <@wltjr> fmccor: really I don't think we need to go that far do we?
15:57 <@NeddySeagoon> wltjr, well devs become members on the 1st anaversary of the join date
15:57 <@wltjr> ah well yes, needs to be available to public, but not sure we need to have it with RA
15:57 <@NeddySeagoon> fmccor, Oh, so it does.
15:57 <@fmccor> wltjr, As I recall, NM wants it.
15:57 <@wltjr> fmccor: if this stuff is all publically available online, I think we are covered
15:57 <@wltjr> fmccor: and if we leave NM :)
15:58 <@fmccor> Nope.  Should just be a matter of sending our agent an email every month or asking the list to be a reference to the URL.
15:59 <@wltjr> fmccor: ok, but that might only be a NM requirement not required in other states
15:59 <@fmccor> wltjr, True.
15:59 <@NeddySeagoon> fmccor, do we have to maintain the history - or just current ?
15:59 <@fmccor> Current, I believe.
15:59 <@NeddySeagoon> ok
16:00 <@fmccor> Basically, it's there in case anyone wants to go look at it.
16:00 <@wltjr> getting close on time, let's get through this article, all sections and conclude
16:00 <@wltjr> first sentence of 3.9 mentions proxies, which we are dropping
16:00 <@NeddySeagoon> ok
16:00 <@NeddySeagoon> whats the decision on 3.8 ?
16:00 <@NeddySeagoon> I missed that then
16:01 <@wltjr> did any changes need to be made to what I posted in pastebin?
16:01 <@wltjr> http://rafb.net/p/WfIZU393.html
16:01 <@fmccor> Looks fine to me.
16:02 <@NeddySeagoon> 3.9 Except as otherwise required by law, by the Certificate of Incorporation or by these Bylaws, one-third (1/3) of the 
16:02 <@NeddySeagoon> members entitled to vote,shall constitute a quorum at a meeting of members.  
16:02 <@wltjr> 3.9 is good, just need to remove the stuff about proxy's and classes, one sec will pastebin a re-write
16:02 <@wltjr> unless we need to change the 1/3 etc
16:03 <@NeddySeagoon> done ^^^
16:03 <@fmccor> 1/3 seems about right
16:04 <@fmccor> It's pretty standard.
16:04 <@NeddySeagoon> thats from NM law
16:04 <@wltjr> http://rafb.net/p/wbdier21.html
16:04 <@wltjr> just removed bits about proxy and classes of members
16:05 <@fmccor> Works for me.
16:05 <@wltjr> on to 3.10 unless there is more on 3.9
16:05 <@NeddySeagoon> ok
16:05 <@wltjr> 3.10 is fine, except we need to add electronically to this statement/sentence
16:05 <@wltjr> Members shall vote in person
16:06 <@wltjr> electronically
16:06 <@fmccor> You beat me to it.
16:06 <@wltjr> wtf? All votes by the membership shall be cast in the manner specified by the Secretary.
16:06 <@wltjr> more like specified by our election system or process, not the secretary
16:07 <@fmccor> I'd delete it.  I think we've already covered how we vote.
16:07 <@fmccor> Right.
16:07 <@wltjr> yeah rest is good
16:07 <@wltjr> 3.11 is going away, I don't see a need, much less a reliable way to track proxies
16:08 <@wltjr> and 3.12, should members have meetings on their own? will that ever happen?
16:08 <@NeddySeagoon> its there for now so it doesn't mess up cross references
16:08 <@fmccor> wltjr, We can't stop it.
16:08 <@wltjr> NeddySeagoon: sure, once all reference to 3.11 or proxies is gone, can be dropped
16:08 <@NeddySeagoon> it means renumbering stuff
16:09 <@wltjr> NeddySeagoon: that's likely to happen either way
16:09 <@NeddySeagoon> ... but yeah, do it once at the end
16:09 <@wltjr> NeddySeagoon: likely will add some sections or articles at some point
16:09 <@NeddySeagoon> 3.12 reflects NM law
16:09 <@wltjr> yeah and mentions writing
16:09 <@fmccor> I'd leave it, even though I can't see it happening.
16:10 <@wltjr> I don't like it
16:10 <@wltjr> first sentence alone
16:10 <@wltjr> Any action required to be taken or which may be taken at any annual or special meeting of members of the foundation, may be taken without a meeting, without prior notice and without a vote
16:10 <@NeddySeagoon> it governs who it has to happen, if it ever does
16:10 <@fmccor> Here, I think "writing" == "gpg-signed email"
16:11 <@wltjr> fmccor: yes but how can a list of gpg-signed emails be produced?
16:11 <@NeddySeagoon> fmccor, do we need to spell that out ?  Its all over ?
16:11 <@fmccor> NeddySeagoon, No.  That was my point, poorly made.
16:11 <@wltjr> this basically says members can take actions on their own, so long as they have a list of all members, and present that to the foundation 60 days in advance
16:12 <@NeddySeagoon> Its a valid point - writing is always gpg signed mail in the bylaws
16:12 <@fmccor> They have the list, because it's public.
16:13 <@wltjr> I don't see any changes per say to 3.12, I just would like to see it go away for now, I don't see it being applicable, and almost implies members could take action without the board/officers
16:13 <@wltjr> which could be a good thing if it's like overturning a sucky board, but that's not what this is implying or stating
16:13 <@fmccor> Well, they can.  It's sort of a rebellion and we can't stop it.
16:13 <@wltjr> fmccor: we can by exlcuding it in the by laws
16:13 <@wltjr> or by flat out saying the opposite, they can't meet on their own
16:14 <@wltjr> after all isn't a trustee or officer still a member of the foundation?
16:14 <@wltjr> after they no longer hold position, arent' they still members?
16:14 <@fmccor> Makes no difference to me either way, and in any event, NM (or wherever) law will control.
16:14 <@fmccor> Yes, they are.
16:15 <@fmccor> I have no strong views on this one.
16:15 <@wltjr> at min if we have no direct use, fat, lets trim
16:15 <@NeddySeagoon> lets leave it in ... its boilerplace
16:16 <@wltjr> ok, but I am not much of a fan of boilerplate stuff unless there is a just need or reason
16:16 <@NeddySeagoon> make it easy for members to revolt - legally
16:16 <@wltjr> NeddySeagoon: let's just hope this doesn't come back to bite the foundation in the arse
16:16 <@wltjr> NeddySeagoon: just the same as I want to limit trustees power etc
16:17 <@fmccor> This one is so opaque no one can figure out what it says, anyway.  We can amend it out if we wish.
16:17 <@NeddySeagoon> wltjr, it doesn't matter - the law will previal anyway ... I'm easy on this one
16:17 <@wltjr> anyway, we can move on to Article 4, or conlude, up to others
16:17 <@fmccor> wltjr, I have a suggestion for Art. 4
16:17 <@wltjr> NeddySeagoon: well the law will prevail if the provision is there and used :)
16:17 <@NeddySeagoon> wltjr, yes
16:18 <@wltjr> fmccor: shoot
16:18 <@fmccor> wltjr, Very quickly --- I'd change the "Deleted" on 4.4 -- 4.7 to "Resserved";
16:18 <@wltjr> ok
16:18 <@NeddySeagoon> hehe - that was only so cross references were preserved
16:18 <@fmccor> And in 4.10, the reference to 4.1 should be to 4.3
16:18 <@wltjr> yeah, it's going to get re-numbered before final draft
16:19 <@NeddySeagoon> yep
16:19 <@wltjr> NeddySeagoon: should see if we can use some sort of markup link there :)
16:19 <@wltjr> my guidexml foo is pretty weak atm, but seems like there should be a way
16:19 <@fmccor> NeddySeagoon, I think we are going to want to say a lot more about membership, but I think it's likely to be medium-term, and might need a session dedicated to it.
16:19 <@NeddySeagoon> wltjr, yeah, I will, I don't want to do cross references by hand
16:20 <@NeddySeagoon> fmccor, agreed
16:20 <@NeddySeagoon> we have 10 min before we lose two people
16:20 <@wltjr> yeah we need a process for how we accept new members, maybe a mebership form/application
16:20 <@fmccor> As it stands, it grandfathers in current members and brings in new members as their developerships ripen.
16:20 <@wltjr> NeddySeagoon: likely should conlude things then
16:20 <@wltjr> fmccor: but what about the community
16:21 <@wltjr> only devs are members? doesn't seem right
16:21 <@fmccor> Right.
16:21 <@wltjr> or vendors, what if someone from Intel or AMD would like to be a member of the foundation, should be some what open, at least the application process
16:22 <@wltjr> also we need to have a criteria or etc for approval, the current approval is done via member votes or something not feasible or realistic
16:22 <@fmccor> wltjr, I agree, that's why I floated my comments on Article 4. earlier.  But for today's purposes, we are not going to flash that out.
16:23 <@wltjr> a couple more meetings like this, and we can wrap up the by laws, with a complete and thorough initial review/re-write
16:23 <@fmccor> wltjr, NeddySeagoon , tsunam So I guess it becomes just a matter of whether we want to take all that up at the next session on this or work through everything and come back to it.
16:23  * wltjr would like to see special sessions on the by laws till completed
16:24 <@tsunam> honestly, I'd just like to review the final document
16:24 <@wltjr> tsunam: ok, you have no input on the various sections?
16:24 <@tsunam> wltjr: not until I see a final draft no
16:24 <@tsunam> wltjr: for bylawys I like to look over the full document
16:25 <@tsunam> you and fmccor and NeddySeagoon seem to like the nitty gritty =)
16:25 <@tsunam> I do have one other issue that wltjr brough up
16:25 <@tsunam> before everyone disappears
16:25 <@wltjr> tsunam:  you mean thoroughness?
16:25 <@fmccor> I think we just want to get this out of the way. :)
16:25 <@tsunam> hehe
16:26 <@fmccor> tsunam, quickly please.
16:26 <@tsunam> basically, do we want to pay the lawyer now or wait until there's a status update from the state
16:26 <@fmccor> I think we have to pay him.
16:26 <@NeddySeagoon> tsunam, whats his payment terms ?
16:26 <@tsunam> as there was the comment if there'd be more cost if something wasn't right
16:26 <@wltjr> we should play it like we are in the process of paying him, and hold of a bit till we can see results
16:26 <@tsunam> there was no term to the remit of payment
16:26 <@fmccor> Treat it like 50 days.
16:26 <@wltjr> tsunam: as long as he is not bugging us for payment, delay
16:26 <@fmccor> ^50^30
16:27 <@tsunam> sure
16:27 <@tsunam> I can wait until the end of this month
16:27 <@wltjr> tsunam: if he asks, tell him we are waiting on results, if he has issue, we can address that from there
16:27 <@tsunam> wltjr: *nods*
16:27 <@NeddySeagoon> fine by me
16:27 <@tsunam> that's all I had
16:27 <@wltjr> but I think if he asks about payment, and we state that the amount being considerable more than quoted, much less minor mistake in sigs, we would like to be 100% it's correct the first time, no further billing
16:27 <@tsunam> and with that...I'm out
16:27 <@wltjr> unless he is cool with eating any mistakes and not charging more :)
16:28 <@tsunam> wltjr: i would say "doubtful" on that account
16:28 <@NeddySeagoon> 'bye tsunam 
16:28 <@fmccor> wltjr, That's a joke, right?
16:28 <@wltjr> fmccor: on him eating charges, yes, attorneys never eat anything
16:28 <@wltjr> although I did make my last one eat $2.5k in bills I refused to pay :)
16:28 <@wltjr> after I paid him > $20k
16:28 <@NeddySeagoon> When do we want to resume ?
16:29 <@fmccor> We have a regular meeting next week.
16:29 <@wltjr> asap to get this over with, but when ever works for others, I have no traveling or events in upcomming weeks/month
16:29 <@NeddySeagoon> I was going to post the updates ... but I've messed up the tags
16:29 <@fmccor> I'd like to do this weekly otherwise until we get it done.
16:29 <@wltjr> fmccor: I agree, keeps focus, and shows progress, effort
16:29 <@NeddySeagoon> week after next then, same time, same place ?
16:30 <@wltjr> sure, and if we have time during meeting next week, we can address some of it
16:30 <@fmccor> And it'll get so painful we'll get through it like it or not.
16:30 <@NeddySeagoon> wltjr, I doubt that
16:30 <@fmccor> NeddySeagoon, wltjr yes to both for me.
16:30 <@wltjr> yes, this is the type of stuff people gather for, lock themselves in a room till completed
16:30 <@NeddySeagoon> wltjr, yeah
16:31 <@wltjr> and for the record, I HATE this stuff, it's why I have yet to do it for my company :)
16:31 <@NeddySeagoon> I'll fix the tags and post what I have ...
16:31 <@fmccor> wltjr, This is an example of what's wrong with email + IRC --- if we could meet in person, we'd be done in half a day.
16:31 <@wltjr> fmccor: agreeed, and phone really doesn't help much at all either
16:31 <@NeddySeagoon> fmccor, well, I have VoIP
16:31 <@wltjr> down the road would be really nice if the foundation had $ to pay for gatherings like this
16:31 <@NeddySeagoon> wltjr, its a long road for me :)
16:32 <@NeddySeagoon> unless everyone comes to the Edinburgh Festival
16:32 <@wltjr> NeddySeagoon: actually about the same if we meet neutrally like in NY, I think you are like 3k away and so is tsunam
16:32 <@wltjr> or sunny FL :)
16:32 <@NeddySeagoon> hehe.  It will be only the 3 of us next time
16:32 <@fmccor> NY & FL work for me --- I can get to both easily by train. :)
16:32 < astinus> when there's an annual Trustee meeting in Florida
16:33 < astinus> all of a sudden we won't have trouble finding people to run
16:33 <@wltjr> astinus: yeah no joke :)
16:33 <@NeddySeagoon> astinus, yeah :)
16:33  * fmccor is boycotting US air travel.
16:33 < astinus> why?
16:33 <@fmccor> Homeland security nonsense.
16:34 <@wltjr> it's not to bad, you get used to the anal probes
16:34 <@NeddySeagoon> fmccor, heh no toothpaste in your hand luggage
16:34 <@fmccor> Yeah, and they want to make sure my shoes won't explode.
16:34 <@wltjr> don't wear shoes
16:34 <@NeddySeagoon> fmccor, thats been routine in the UK for years
16:34 <@fmccor> It's all mickey mouse red tape.
16:35 <@NeddySeagoon> fmccor, its PR to be seen to be doing something
16:35 <@fmccor> That's a more polite way to say it, yes.
16:35 <@wltjr> well I am off to tile a bathroom floor
16:35 <@NeddySeagoon> In the UK, its got so bad that flying no longer saves time over the train
16:36 <@fmccor> Anyway, I have to run.  We made good progress, I think.
16:36 <@wltjr> yeah we are moving along, slowly but surely
16:36 <@NeddySeagoon> that was the easy bit :)
16:36 < astinus> say that shoes are an affront to your religion
16:36 < astinus> and you implant explosives in your intestines instead
16:36 <@wltjr> yeah next two articles get hairy, then after that get a bit easier
16:36 <@fmccor> NeddySeagoon, If I had reason to go to NY or to Boston, train is probably faster.
16:37 <@NeddySeagoon> yeah ... good place to stop
16:37 <@NeddySeagoon> Let me fix the XML tags
16:37  * wltjr goes to mix motar
16:37 <@fmccor> wltjr, If we propose to put Article 4. into final form, please let's all think about it.
16:38 <@wltjr> fmccor: agreed
16:38 <@wltjr> s/motar/mortar
16:38 <@fmccor> But as you all know, it's my particular hot button.  In broad terms, I think we probably agree.
16:38 <@fmccor> And with that, I must run.
16:39 <@fmccor> Oh, Kill Article 9.  What would we do with a Corporate seal, anyway?
16:52 <@NeddySeagoon> fmccor|away, we could have an electronic one ands run a competition for its design  ... but I'm with you on that