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2016 06 23: 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

June 23, 2016, at 19:00 UTC online via hangout.

Opening

The special meeting of the Aegir Cooperative Provisional Board was called to order at 19:00 (UTC) on 2016-06-23 by TBD.

Present

  • Christopher Gervais
  • Herman van Rink
  • Colan Schwartz

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] Start setting up Aegir server on Linode to host co-op and project sites [in progress]
  • [Christopher] Ping Jon about Aegir Summit (get edit access, etc) [done]

Stalled tasks

New Business

Tasks for next meeting:

  • TBD

1. Reviewing draft by-law 2 [20m]

2. 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

Ongoing Business

1. Meeting w/ Coop advisors [10m]

  • Application forms submitted on Friday, May 27. We have 7 founding members.
  • Next meeting w/ advisors Tuesday, June 14
  • Reviewed/drafted bylaw 2 and Member's Agreement. Christopher to revise, and circulate for comment.
  • Invoice received from advisors.

Bank account can be in Canada, Coop bank https://www.desjardins.com/ca/ Signatories need to be present to open account? Nominations: President - Christopher Vice president - helmo? Secretary - Christopher Tresurer - helmo?

Tasks can be delegated to non board members.
Other members welcome...

5.5c6 "A ballot paper is given to each member," - we're looking at a way to formulate an alternate way.
We strive to consensus.

Recurring Business

1. Event participation [5m]

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

1.1. DrupalNorth -- June 16-19, 2016

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

1.3. Drupal GovCon -- July 20-22

1.4. Civi Users Summit Washington, DC Sept. 21-24, 2016

  • Session proposals now open.

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

  • helmo to keep an eye on it.

2. Marketing materials [10m]

2.2. Sites

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

coop:

  • aegir.coop (replaces coop.aegirproject.org):
    • Add more info to index page, w/ links to aegir.support
    • We should consider setting up email addresses for each of us, as well as a generic info@
  • aegir.support:
    • This is the link on our t-shirts, and should consistently be used in marketing materials.
    • Install civi/drupal for signups, etc. on new server (once it's ready)
    • currently redirects to aegir.coop
  • 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.
  • LinkedIn org: https://www.linkedin.com/company/10785470?trk=prof-exp-company-name
  • Drupal.org org: https://www.drupal.org/aegir-cooperative
  • http://ægir.eu/ == xn--gir-xla.eu

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.
  • hefring.mig5.net ?

3. 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 (?)
  • ...

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

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

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 DONE
    • 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] DONE
  • 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, etc.
  • ...

Icebox

Tasks that have been stalled for a long time with no progress should be moved here to de-clutter the lists above.

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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