Board of Directors Meeting Minutes, July 25, 2006
Meeting start time: 8:33PM
Location: San Jose, California
Attendees:
- Voting Board members in attendance:
- Ian Kluft, President
- Heather Stern, Vice President
- Justin Rocha, Treasurer, via IRC and phone
- John Delaney
- T.R. Fullhart, Secretary
With five out of seven voting members in attendance, this qualified as a quorum. All attendees of this meeting were local except for Justin Rocha, who attended via Internet Relay Chat (IRC). Meeting motions and decisions were recorded to IRC in case other members would arrive online, and to keep a record to simplify writing the minutes.
Ian Kluft chaired the meeting.
T.R. Fullhart recorded to the IRC channel and submitted the minutes.
- A report was given from the committee of the board about the Article 12 rewrite of our by-laws.
- Result: Since Sbay is also organizing as a 501(c)3, there was so many changes that the committee decided that it was easier to do an almost total rewrite and the new version of the by-laws will be presented later for approval before the final filing to become a 501(c)3.
- Agenda: The committee to write by-laws for a parallel 501(c)3 organization has determined that the situation has changed and it is now more appropriate just to make the existing corporation a 501(c)3 and stop any efforts to file as a 501(c)7. The motion was made for the board to abandon the 501(c)7 and make the corporation a 501(c)3.
- Result: Motion carried.
- Agenda: Change the purpose of the committee of the board that was filing for 501(c)7 to instead update the by-laws for qualification as a 501(c)3 non-profit corporation.
- Result: Motion carried.
- Agenda: Changing the membership structure of Sbay from a dues-paying system to a meritocracy (government by those who make accomplishments) system similar to the Apache Software Foundation's model.
- Result: Motion carried with the addendum: "Refer to the by-laws updating comittee to require a membership application in the process of joining the corporation."
- Agenda: Perform a poll all the sbay.org and SIG participants on approval of the 501(c)3 and by-laws amendment before we have the board and the 7 members who paid dues under the previous dues system vote on the by-laws change.
- Result: Motion carried.
- Agenda: Report from Stratofox about their progress in approving a charter.
- Result: Ian reports that Stratofox has completed its charter and started a voting on or about July 16, 2006. There were no objections so that SIG has it on the agenda to approve the charter.
- Agenda: Report from the Linux Picnic SIG about their progress in approving a charter.
- Result: Ian reports that the Linux Picnic won't start on its charter until after the August 19th picnic, in order to not put pressure on the volunteers who are busy with the picnic.
- Agenda: Change SIG charter amendments, the part which currently requires a "2/3 absolute majority of SIG members", to "2/3 simple majority of the SIG members, with a minimum of 15% of the members casting votes and a clear voting period stated ahead of time."
- Result: Motion carried.
- Agenda: Reject SVWUX's second charter vote where uncast votes were counted as implicit abstentions for purposes of meeting the 2/3 absolute majority requirement.
- Result: Motion carried.
- Agenda: Accept the SVWUX charter based on the first vote they cast based on the new policy that "2/3 simple majority of the SIG members, with a minimum of 15% of the members casting votes" is needed for a SIG to approve their charter.
- Result: Motion carried.
- Agenda: Approve Stratofox's charter using the 2/3rd majority vote by SBAY board members.
- Result: Motion carried.
The meeting adjourned at 11:40PM.
