Motion

[Jochen G.]

I move to hold a special election to fill the two open seats on the board.

[Donald Dale Milne]

Motion recognized; is there a second?

- Don Milne

[sangorshop]

I'll second it.
\
Steven Rowe

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[Donald Dale Milne]

    Second recognized.  To start discussion, I will ask if anyone wants
to add a vote date to this?

- Don Milne

[Jochen G.]

A vote date should depend on the availability of candidates and can be
determined. We should just proceed to ask on main for candidates and go
from them.

I suggest to put this up for vote.

Jochen

Am 07.06.21 um 16:14 schrieb Donald Dale Milne:

[Donald Dale Milne]

    As we have had no further discussion, or amendments offered, can
you please set up a vote on this, Alexandros?

    If successful, I will assume that we will hold the election as soon
as candidates are found.

- Don Milne

[Alexandros Diamantidis]

* Donald Dale Milne [2021-06-14 19:29]:

>     As we have had no further discussion, or amendments offered, can
> you please set up a vote on this, Alexandros?

Sorry for the delay... I have been a bit tired and distracted this past
couple of weeks. The vote is now open.

Apart from me, it seems the Board is a bit sluggish for some time now.
Is everyone OK? Do we have all paperwork we need to handle as an
organization under control?

Since Tony was handling much of our legal and financial matters for a
long time, we should make sure not to lose continuity after his
resignation. In an off-list message, he indicated that he'd mail
everything he had to Don - was this done? Don, do you have that package?
We should probably digitize everything and store it in a
Board-accessible (not public) place.

Don and Lionel mentioned about a week ago that they'd contact Tony to
ask about next steps, but I didn't see any follow-up...

Other thoughts: more than a year ago, Tony filed a request for a
reclassification of the GCD by the IRS as a public charity. We never got
a reply, right? I see that in that discussion, I suggested:

> Maybe we could informally ask the Software Freedom Conservancy
> (https://sfconservancy.org/about/) whether they could offer advice or
> direct us to someone knowledgeable we could talk with?

Apart from the SFC, there is also Software in the Public Interest
(https://www.spi-inc.org/), another organization that can offer
administrative support to free software projects. If we currently have
no lawyer we can consult if needed, perhaps one or the other could
help...

Maybe we should start regular video group calls between the Board and
any interested GCD members - video calls are a bit tiring, but they are
also a great way to push things forward when e-mail interaction gets
slow. Are others here up for that? We could start with a weekly (or less
often) 10-15 minute chat and see whether it helps.

Cheers,
Alexandros

[Donald Dale Milne]

    So many questions, thanks!  I'll note my status as distracted. My
wife was very ill from the beginning of the year through early May,
limiting my time and focus for the GCD.  I recently realized I missed a
first quarter progress report.  Things are much improved now.

    Regarding GCD paperwork, no, I have not received any package from
Tony.  He did ask for my mailing address though.  I have attempted to be
in discussion with both Tony and Lionel on continuity but have had no
responses in recent weeks.  I will keep trying.

    I'll look into the two organizations you mentioned; I have not
heard of either before.  As for video conferencing, I'm not really
interested.  Part of the reason I decided to participate on the Board is
e-mail communication, my preferred method.  It would be good to hear
what others' preferences are though, so I'm glad you brought this up.

- Don Milne

[Lionel English]

I am working with Tony on the banking questions and the question about our incorporation.  I haven't been pushing for a quick outcome; I'm trying to keep everything friendly. Most of the banking stuff is automated. When I have access to something, I'll work on sharing it with the chair and on seeing if I can automate any reporting tools to increase transparency.

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[Jochen G.]

I also thought that there might be non-profit organizations which
support other non-profit organizations in administrative or legal tasks.
The one Alexandros found are interesting, but we might not fit their
agenda since we are incorporated. Worth to ask.

Jochen

Am 17.06.21 um 14:31 schrieb Donald Dale Milne:

[Alexandros Diamantidis]

* Jochen G. [2021-06-17 20:58]:

> I also thought that there might be non-profit organizations which
> support other non-profit organizations in administrative or legal tasks.
> The one Alexandros found are interesting, but we might not fit their
> agenda since we are incorporated. Worth to ask.

I'm not really familiar with the work either of them actually does in
practice (I'd only seen some mentions of them in connection with open
source news), but checking their sites and some of their announcements,
SPI seems likely to be a better fit for us.

SFC seems to be oriented more towards unincorporated free software
projects which, if accepted, formally become part of it, and handles
things like license compliance and enforcement, donations, and
non-profit administrativia, and assumes ownership of assets such as
trademarks, copyright etc.

On the othe hand, SPI states that membership doesn't make a project a
part of it and that member projects don't change their legal identity.
So, SPI seems like the only one who would work for us. The page at
https://www.spi-inc.org/projects/services/ states that member
projects can select to make use of only a subset of the offered
services.

I just noticed (in https://sfconservancy.org/projects/apply/, last
question) that SFC asks for 10% of member projects' gross revenue for
its services, and they say that SPI asks for 5% which is the lowest any
of these sponsoring organizations ask for. As they say, either 10% or 5%
is still cheap for this kind of services, but still, a point to
consider.

Anyway, before contacting any of them, it might be best to have all our
paperwork at hand. There is probably no big hurry, but we should make
sure our administrative matters remain in order. We wouldn't want to fall
behind and face fines or other legal troubles.

Alexandros

[Lionel English]

Tony was apparently in the hospital earlier this week. He's home now. I don't have any details.

He doesn't know why our status is not current.

I haven't asked about Gil, our lawyer who is Tony's friend and lawyer.

My suggestion would be that the board look into finding another lawyer, hopefully one who would work pro Bono. My recollection is that we need legal work / advice less than once a year, so there shouldn't be a big time commitment involved. And the board should probably look into re-incorporating somewhere that isn't Tony's home address. I strongly suspect that a physical address will be required, however.

I'll follow up next week on the banking stuff. I've also inquired about taxes. And I'll ask about the status of whatever he was going to send to Don.  But I don't want to interrupt his recovery, so I'm not going to bother him for the next few days.

[Donald Dale Milne]

    Thanks for checking in on the progress, Lionel.  We probably will need both a new lawyer and new incorporation address, as you note.  I think it would be most efficient if we remained incorporated in the same state, Arkansas.  No need to change forms, filings, etc.  Sometimes a law office makes a good physical address for that sort of thing.

    I don't see a need to rush anything either, so please wish Tony a speedy recovery.

- Don Milne

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