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2016 05 12: Minutes from the Meeting of the Provisional Board of Directors meeting

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Herman van Rink edited this page Jul 21, 2016 · 1 revision

Meeting of the Provisional Board of Directors

Date and Location

May 12, 2016, at 19:00 UTC online via hangout.

Opening

The special meeting of the Aegir Cooperative Provisional Board was called to order at 21:00 (UTC) on 2016-05-12 by TBD.

Present

  • TBD

Quorum Validation:

N/A

Determination of Chairperson(s)

It was agreed that TBD preside over the meeting.

Old Business [5m]

Tasks from last meeting

  • [Christopher] Investigate paypal acct suspension [not done]
  • [Christopher] Start setting up Aegir server on Linode to host co-op and project sites [in progress]

Tasks from previous meeting

Stalled tasks

New Business

Tasks for next meeting:

  • [Christopher] Send out t-shirts.

1. Meeting w/ Coop advisors [10m]

  • Completed application forms expected on Monday, May 16.Christopher will circulate for signatures. Only those members that sign are eligible to be founding members, and bypass the 'auxiliary member' trial period. REMINDER: we need a minimum of 5 founding members.
  • Next meeting w/ consultants May 26
  • Reviewed/drafted bylaw 1. Draft expected on Monday, May 16. Christopher will circulate for comment.
  • Invoice received from advisors.

2. Event participation [5m]

The following events are targeted by the co-op team for participation. They are listed in chronological order.

2.1. DrupalCon NewOrleans - May 9, 2016

2.2. DrupalJam - May 12, 2016

  • ~ 350 people
  • Herman is going

2.3. CiviCon North-West Europe - May 26, 2016

  • Herman is going

2.4. DrupalNorth -- June 16-19, 2016

  • Session proposals are now open.
  • We should plan a sprint/camp, in particular on SaaS (colan, gboudrias, bgm and ergonlogic interested)
  • Training proposal rejected.

2.5. AegirSummit (at NYCCamp) -- Sun. Jul. 10/16

  • No (recent) word back from Forest Mars re. AegirCamp
  • Jon has volunteered to be local contact.
  • General Assemblies require in-person participation for votes to count. So we're planning to hold first GA at AegirSummit
  • We should schedule a sprint too
  • Waiting for session proposals to open.
  • Suggested a full-day training to Forest
  • Interested parties:
    • NDI
  • NYCcamp session proposals now open

2.6. Drupal GovCon -- July 20-22

  • Positive response from DrupalGovCon re. training. Rec'd follow-up from their training coordinators. Sent more detailed proposal.
  • Waiting for session proposals to open.

2.7. [Civi Users Summit] Sept. 26-30, 2016

  • Session proposals now open.

2.8. DrupalCon Dublin -- Sept. 26-30, 2016

  • helmo to keep an eye on it.

3. Marketing materials [10m]

3.1. T-shirts

3.2. Sites

New server will be up soon, with entirety of infra in code.

coop:

  • aegir.coop (add domain alias aegir.support? replace coop.aegirproject.org?):
    • Install civi/drupal for signups, etc. on new server (once it's ready)
  • aegirhostingsystem.com:
    • deploy from backup (?) on new server (once it's ready)
  • ask.aegir.support:
    • investigate current state of site
  • help.aegir.support/rt:
    • Schedule RT review
    • Write up procedures for new clients, etc.
  • coop.aegirproject.org (move/alias to docs.aegir.coop?)

project:

  • aegirproject.org:
    • redirect to aegirhostingsystem.com? vice-versa?
  • docs.aegirproject.org:
    • Add Aegir branding (copy from coop docs)
    • Add links to api site, aegirproject.org, etc.
  • api.aegirproject.org:
    • migrate to new server (once it's ready)
    • add menu/links back to docs, aegirproject.org, etc.

4. External Board members [10m]

We should consider inviting "Outside Directors" to sit on our Board of Directors.

From Investopedia:

Outside directors are advantageous to the company because they have very little conflict of interest and may see the big picture differently than insiders. The downside is that since they are less involved with the companies they represent, they may have less information upon which to base their decisions and reduced incentives to perform. [...]

Criteria (proposed)

Outside directors should fulfill the following criteria to be seriously considered:

  • Not directly professionally affiliated (partner, employee) with a coop producer member.
  • Has experience and/or contacts that may be helpful to moving the Coop's mission forward.
  • Provide more diversity to the team.

Candidates (proposed)

The following candidates meet two (?) or more of the above criteria:

  • [Christopher] Christine Schoellhorn (Senior Technology and Innovation Officer at the National Democratic Institute for International Affairs)
  • [Christopher] Antoine Beaupré (former Aegir project lead, free software developer, co-founder of Koumbit)

Next steps

We should:

  • decide whether and how many outside director to invite (We are limited to no more than 1/3 of Board positions being external)
  • develop objective criteria for inviting an outside director.
  • determine whether additional insurance is req'd to indemnify them against personal liability for coop's ops.
  • discuss whether and/or which canditate to invite

5. Association memberships [5m]

The Aegir co-op, as both a cooperative and developers and maintainers of Free Software, should join relevant associations.

  • Some relevant co-op assocs.
  • Drupal Association
  • FSF (?)
  • ...

6. Review draft of Git/GPG/GnuMake decision process [10m]

http://coop.aegirproject.org/procedures/signing/

7. Continue reviewing draft by-laws [30m]

  • TBD
  • Revised draft of By-law 1 (Governance) will be ready for review by members next week.

Special Projects

1. Founding of the Aegir Cooperative

Work remains to establish the coop. This includes:

  • Submit forms to register our cooperative status with the Québec Government
    • Requires:
      • Agreement on the form particulars [done]
      • Signatures from founding members [done]
  • Finalize Coop by-laws, req'd following acceptance of coop forms
    • Requires:
      • Further linking into Law on Cooperatives, for easy reference.
      • Further cleanup, editing and re-writing [in progress]
      • Individual review by Provisional Board members
      • Review by Coop consultant [in progress]
  • Agree on business model:
    • Requires:
      • Review of financial model with coop members [done]
  • Write business plan:
    • Requires:
      • Agreement on business model [done]
      • Write-up of explanatory text [done]
  • Finish building marketing site
    • Requires:
      • Some design work [WIP - theme conversion]
      • Fleshing out text for [done]
  • Register 'aegir.coop' domain [done]
    • Blocked by:
      • Need to provide Gov't coop approval for registration to proceed; may be able to reserve. Turns out draft form was sufficient
  • Finish and approve public policies
    • Requires:
      • Review and adoption by board
    • These include:
      • Privacy Policy
      • Scope/terms of Service
      • Acceptable Use Policy
  • Organize and hold initial General Assembly to formally adopt by-laws, elect officers, etc.
    • Blocked by:
      • Need Gov't coop approval
      • Draft by-laws should be pre-approved by members
    • Requires:
      • Time (July 11, 2016)
      • Place (UN Building, NYC -- Aegir Summit)
      • Agenda to be established and communicated to members in writing.
  • Start a bank account
  • Join the Drupal Association
  • ...

Closing

Next Meeting Date and Time

It was agreed to have the board meetings on Thursdays at 20:00 (UTC). Currently the location is online at [https://plus.google.com/hangouts/_/ergonlogic.com/aegir-co-op] (https://plus.google.com/hangouts/_/ergonlogic.com/aegir-co-op).

Thus, the next board meeting is scheduled for Thursdays, [date], at 20:00 (UTC).

Adjournment

At 21:00, [name] made a motion to adjourn the meeting, [name] seconded it.

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