2009 Board Meeting

[Sean Egan]

Hello Board,

We are currently overdue for our annual board meeting.

Let us try to meet some time the week of the 24th or Dec 1st. These
two week straddle Thanksgiving, so let me know if either week is
better or worse for you. I'm thinking Tuesday evening EST, which is
the day and time we've met in the past.

>From now until the meeting, I am accepting items for the agenda, and
nominations for directors and officers. I do not wish to be
re-nominated as President this year; do speak up if you do not wish to
be re-nominated for your current directorship of officership, so we
know which roles we need to fill.

Here's a rough, informal initial agenda. Let me know if there are
additions you would like to add.

1. Call to Order
2. Roll Call
3. Approval of Minutes
4. Treasurer's financial report
5. Election of directors and officers
6. Vote to amend Article I of the by-laws to change the address of the
corporation
7. Adjournment

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[Luke Schierer-2]

Note, the discussions list is open and anyone willing to be considered
for a possition on the board can step up there.

Luke

On Tue, Nov 03, 2009 at 12:18:22PM -0800, Sean Egan wrote:

> Hello Board,
>
> We are currently overdue for our annual board meeting.
>
> Let us try to meet some time the week of the 24th or Dec 1st. These
> two week straddle Thanksgiving, so let me know if either week is
> better or worse for you. I'm thinking Tuesday evening EST, which is
> the day and time we've met in the past.
>
> From now until the meeting, I am accepting items for the agenda, and
> nominations for directors and officers. I do not wish to be
> re-nominated as President this year; do speak up if you do not wish to
> be re-nominated for your current directorship of officership, so we
> know which roles we need to fill.
>
> Here's a rough, informal initial agenda. Let me know if there are
> additions you would like to add.
>
> 1. Call to Order
> 2. Roll Call
> 3. Approval of Minutes
> 4. Treasurer's financial report
> 5. Election of directors and officers
> 6. Vote to amend Article I of the by-laws to change the address of the
> corporation
> 7. Adjournment

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[Ethan Blanton-3]

Sean Egan spake unto us the following wisdom:
> Let us try to meet some time the week of the 24th or Dec 1st. These
> two week straddle Thanksgiving, so let me know if either week is
> better or worse for you. I'm thinking Tuesday evening EST, which is
> the day and time we've met in the past.

I am currently unaware of any specific conflicts during this time
period; obviously the 25th, 26th, and 27th are likely to be bad.
Either Tuesday is workable.

> >From now until the meeting, I am accepting items for the agenda, and
> nominations for directors and officers. I do not wish to be
> re-nominated as President this year; do speak up if you do not wish to
> be re-nominated for your current directorship of officership, so we
> know which roles we need to fill.

Zac West has approached me about Adium joining IMF.  They wish to join
our umbrella, and are willing to provide financial and manpower
support to IMF in return.  I think we should take a vote on whether or
not we wish to accept the Adium project as an official addition to
IMF.  I have attached a copy of his rough proposal, with his
permission.  (Note that we voted to invite Adium to join IMF in 2005
or so, so I don't anticipate this being controversial.)

I would also like to discuss either engaging the donation system or
letting the processing mechanism die; perhaps set a hard deadline by
which point we must either have donations working, or cancel the
processing.  (One of the two processing fees is no longer showing up
on our accounts anyway, probably due to a snafu in our bank
changeover.)

Finally, I would like to discuss an extension of the board to include
two new members.  Response times for "active" members are long, and
the number of inactive members is growing.  If we want to keep IMF
healthy, we need an active board; one way to do this is member
turnover, and another is ensuring a large enough board that a quorum
can be reached effectively.

Note that we don't have to *do* anything with either of the latter two
items during the meeting, necessarily.  If people are interested, I
can hammer together statements for an official vote during the
meeting, or we can discuss them at the meeting, between now and the
meeting, or in some other time frame, and vote by email.

Regarding Adium, I suggest that we vote during the meeting on
inclusion, and finalize the details between ourselves and Adium after
the fact.

I am ambivalent about keeping the position of Treasurer.  If someone
wants it, let me (or the board) know.  I am also willing to keep this
position.  I am likewise willing to continue on the board.

Ethan

--
The laws that forbid the carrying of arms are laws [that have no remedy
for evils].  They disarm only those who are neither inclined nor
determined to commit crimes.
                -- Cesare Beccaria, "On Crimes and Punishments", 1764



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[Luke Schierer-2]

On Nov 3, 2009, at 23:04 EST, Ethan Blanton wrote:

> Sean Egan spake unto us the following wisdom:
>> Let us try to meet some time the week of the 24th or Dec 1st. These
>> two week straddle Thanksgiving, so let me know if either week is
>> better or worse for you. I'm thinking Tuesday evening EST, which is
>> the day and time we've met in the past.
>
> I am currently unaware of any specific conflicts during this time
> period; obviously the 25th, 26th, and 27th are likely to be bad.
> Either Tuesday is workable.
>
>>> From now until the meeting, I am accepting items for the agenda, and
>> nominations for directors and officers. I do not wish to be
>> re-nominated as President this year; do speak up if you do not wish  
>> to
>> be re-nominated for your current directorship of officership, so we
>> know which roles we need to fill.
>
> Zac West has approached me about Adium joining IMF.  They wish to join
> our umbrella, and are willing to provide financial and manpower
> support to IMF in return.  I think we should take a vote on whether or
> not we wish to accept the Adium project as an official addition to
> IMF.  I have attached a copy of his rough proposal, with his
> permission.  (Note that we voted to invite Adium to join IMF in 2005
> or so, so I don't anticipate this being controversial.)

I would have sworn that adium already was under our umbrella.

Luke


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[Ethan Blanton-3]

Luke Schierer spake unto us the following wisdom:
>> Zac West has approached me about Adium joining IMF.  They wish to join
>> our umbrella, and are willing to provide financial and manpower
>> support to IMF in return.  I think we should take a vote on whether or
>> not we wish to accept the Adium project as an official addition to
>> IMF.  I have attached a copy of his rough proposal, with his
>> permission.  (Note that we voted to invite Adium to join IMF in 2005
>> or so, so I don't anticipate this being controversial.)
>
> I would have sworn that adium already was under our umbrella.

We offered them a position, but they turned it down, citing concerns
that IMF would try to control development and generally cramp their
style.

Ethan

--
The laws that forbid the carrying of arms are laws [that have no remedy
for evils].  They disarm only those who are neither inclined nor
determined to commit crimes.
                -- Cesare Beccaria, "On Crimes and Punishments", 1764


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[Luke Schierer-2]

>
> On Nov 3, 2009, at 2:18 PM, Sean Egan wrote:
>
>> Let us try to meet some time the week of the 24th or Dec 1st. These
>> two week straddle Thanksgiving, so let me know if either week is
>> better or worse for you. I'm thinking Tuesday evening EST, which is
>> the day and time we've met in the past.
>
> Tues, Nov 24th, evening EST would work well for me.  I am unable to
> predict if I could attend a meeting on Tues Dec 1st, as I may be on
> call in the ICU.
>
> If Dec 1st is better for others, however, I can ask Zac West to
> present both as my proxy and on behalf of Adium, as (as noted by
> Ethan), we would like to discuss a proposal to add Adium to the IMF
> umbrella.
>
> -Evan
>

I certainly cannot do Dec 1st.  I need to check if I can do the 24th.
Tuesdays are, in general, bad for me.

Luke


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[Luke Schierer-2]

On Nov 4, 2009, at 14:25 EST, Luke Schierer wrote:

>>
>> On Nov 3, 2009, at 2:18 PM, Sean Egan wrote:
>>
>>> Let us try to meet some time the week of the 24th or Dec 1st. These
>>> two week straddle Thanksgiving, so let me know if either week is
>>> better or worse for you. I'm thinking Tuesday evening EST, which is
>>> the day and time we've met in the past.
>>
>> Tues, Nov 24th, evening EST would work well for me.  I am unable to
>> predict if I could attend a meeting on Tues Dec 1st, as I may be on
>> call in the ICU.
>>
>> If Dec 1st is better for others, however, I can ask Zac West to
>> present both as my proxy and on behalf of Adium, as (as noted by
>> Ethan), we would like to discuss a proposal to add Adium to the IMF
>> umbrella.
>>
>> -Evan
>>
>
> I certainly cannot do Dec 1st.  I need to check if I can do the 24th.
> Tuesdays are, in general, bad for me.
>
> Luke

I am able to meet on the 24th.

Luke

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[Mark Doliner]

On Tue, Nov 3, 2009 at 1:18 PM, Sean Egan <seanegan@...> wrote:
> Let us try to meet some time the week of the 24th or Dec 1st. These
> two week straddle Thanksgiving, so let me know if either week is
> better or worse for you. I'm thinking Tuesday evening EST, which is
> the day and time we've met in the past.

Thanksgiving week isn't great for me... could we try to find a time
the week of November 30th that works for Luke?  What about Monday,
Wednesday or Thursday evenings, or Saturday or Sunday around 11am EST?
 Any time the week of November 16th is also good with me.

> From now until the meeting, I am accepting items for the agenda, and
> nominations for directors and officers. I do not wish to be
> re-nominated as President this year; do speak up if you do not wish to
> be re-nominated for your current directorship of officership, so we
> know which roles we need to fill.

I'd like to be on the board again.  Either as vice-president again or
as a general board member (and specifically not as president).

-Mark

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[Mark Doliner]

On Tue, Nov 3, 2009 at 9:04 PM, Ethan Blanton <elb@...> wrote:

>> >From now until the meeting, I am accepting items for the agenda, and
>> nominations for directors and officers. I do not wish to be
>> re-nominated as President this year; do speak up if you do not wish to
>> be re-nominated for your current directorship of officership, so we
>> know which roles we need to fill.
>
> Zac West has approached me about Adium joining IMF.  They wish to join
> our umbrella, and are willing to provide financial and manpower
> support to IMF in return.  I think we should take a vote on whether or
> not we wish to accept the Adium project as an official addition to
> IMF.  I have attached a copy of his rough proposal, with his
> permission.  (Note that we voted to invite Adium to join IMF in 2005
> or so, so I don't anticipate this being controversial.)

I'm in favor of voting on this.  I like Adium, I like Zac and Evan,
and I love their proposal.

> I would also like to discuss either engaging the donation system or
> letting the processing mechanism die; perhaps set a hard deadline by
> which point we must either have donations working, or cancel the
> processing.  (One of the two processing fees is no longer showing up
> on our accounts anyway, probably due to a snafu in our bank
> changeover.)
>
> Finally, I would like to discuss an extension of the board to include
> two new members.  Response times for "active" members are long, and
> the number of inactive members is growing.  If we want to keep IMF
> healthy, we need an active board; one way to do this is member
> turnover, and another is ensuring a large enough board that a quorum
> can be reached effectively.
>
> Note that we don't have to *do* anything with either of the latter two
> items during the meeting, necessarily.  If people are interested, I
> can hammer together statements for an official vote during the
> meeting, or we can discuss them at the meeting, between now and the
> meeting, or in some other time frame, and vote by email.

I think it would be great if we could vote on these at the meeting.  I
think it would be more efficient than email voting.  But I certainly
won't hold it against you if you don't hammer together statements
beforehand.

> Regarding Adium, I suggest that we vote during the meeting on
> inclusion, and finalize the details between ourselves and Adium after
> the fact.

That sounds good to me.

-Mark

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[Luke Schierer-2]

On Thu, Nov 05, 2009 at 12:18:14AM -0800, Mark Doliner wrote:

> On Tue, Nov 3, 2009 at 1:18 PM, Sean Egan <seanegan@...> wrote:
> > Let us try to meet some time the week of the 24th or Dec 1st. These
> > two week straddle Thanksgiving, so let me know if either week is
> > better or worse for you. I'm thinking Tuesday evening EST, which is
> > the day and time we've met in the past.
>
> Thanksgiving week isn't great for me... could we try to find a time
> the week of November 30th that works for Luke?  What about Monday,
> Wednesday or Thursday evenings, or Saturday or Sunday around 11am EST?
>  Any time the week of November 16th is also good with me.
>
> > From now until the meeting, I am accepting items for the agenda, and
> > nominations for directors and officers. I do not wish to be
> > re-nominated as President this year; do speak up if you do not wish to
> > be re-nominated for your current directorship of officership, so we
> > know which roles we need to fill.
>
> I'd like to be on the board again.  Either as vice-president again or
> as a general board member (and specifically not as president).
>
> -Mark

Monday the 30th and Thurs the 3rd both work for me.  I can also do Sat
the 5th @ 11 EST.

Luke

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[Evan Schoenberg, M.D.]

On Nov 5, 2009, at 6:31 AM, Luke Schierer wrote:

On Thu, Nov 05, 2009 at 12:18:14AM -0800, Mark Doliner wrote:

On Tue, Nov 3, 2009 at 1:18 PM, Sean Egan <seanegan@...> wrote:

Let us try to meet some time the week of the 24th or Dec 1st. These

two week straddle Thanksgiving, so let me know if either week is

better or worse for you. I'm thinking Tuesday evening EST, which is

the day and time we've met in the past.

Thanksgiving week isn't great for me... could we try to find a time

the week of November 30th that works for Luke?  What about Monday,

Wednesday or Thursday evenings, or Saturday or Sunday around 11am EST?

Any time the week of November 16th is also good with me.

From now until the meeting, I am accepting items for the agenda, and

nominations for directors and officers. I do not wish to be

re-nominated as President this year; do speak up if you do not wish to

be re-nominated for your current directorship of officership, so we

know which roles we need to fill.

I'd like to be on the board again.  Either as vice-president again or

as a general board member (and specifically not as president).

-Mark

Monday the 30th and Thurs the 3rd both work for me.  I can also do Sat
the 5th @ 11 EST.

I couldn't commit to any of these times in advance.  I would love to stay on the board, but it may make sense for me to ask Zac to assume my chair, which he has offered to do, as it's sadly impossible for me to schedule obligations beyond the current month.

-Evan

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[John Bailey-2]

Mark Doliner wrote:
> I think it would be great if we could vote on these at the meeting.  I
> think it would be more efficient than email voting.  But I certainly
> won't hold it against you if you don't hammer together statements
> beforehand.

In addition to the items already discussed, I would also like the board to vote
on the acceptance of the Vulture project under the IMF umbrella.  While Vulture
has not reached release readiness yet, I would like to have all our ducks in a
row ASAP.  I don't have a proposal ready, but I'm sure there's no reason we
can't also use vulture.im to solicit donations (once we have said system in
place) directly into IMF's coffers.

John



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[Ethan Blanton-3]

Nathan Walp spake unto us the following wisdom:
> Sean informs me that this email never made it through to the list back  
> in September when I sent it.  Sorry for not following up and verifying.

Yes, we had filtering problems -- basically, this list got so little
legitimate traffic that everything was being marked as spam.  I've
rolled it into the active lists' spam filters to prevent this in the
future.  Apologies.

> Nathan Walp wrote:
>> With sadness, I hearby tender my resignation from the Board of  
>> Directors of Instant Messaging Freedom, Inc. This resignation is  
>> effective immediately.
>>
>> Due to increased demands on my time, I have been unable to  
>> meaningfully contribute to Pidgin in quite a while.   Given my lack of  
>> recent contributions, and the mountain of paperwork I would need to  
>> fill out to continue an "outside directorship" at my day job,  
>> resignation seems like the appropriate course of action at this time.
>>
>> I wish everyone the best, and hope all the IM Freedom projects  
>> continue to prosper in the future.

I'm sorry to hear this, but wish you all the best in your current
endeavors.  I hope we see you back when life slows down.  Keep in
touch!

Ethan

--
The laws that forbid the carrying of arms are laws [that have no remedy
for evils].  They disarm only those who are neither inclined nor
determined to commit crimes.
                -- Cesare Beccaria, "On Crimes and Punishments", 1764


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[Ethan Blanton-3]

Sean Egan spake unto us the following wisdom:
> We are currently overdue for our annual board meeting.

... and it looks like we're going to continue that way.

> Let us try to meet some time the week of the 24th or Dec 1st. These
> two week straddle Thanksgiving, so let me know if either week is
> better or worse for you. I'm thinking Tuesday evening EST, which is
> the day and time we've met in the past.

Myself, Evan, and Luke indicated possible attendance next Tuesday, the
24th.  Presumably Sean can make it, as he sent this email.  Mark
indicated that it was inconvenient for him, but I wasn't clear if he
could make it if necessary.

Neither Luke nor Evan can make it on the 1st; I can, presumably Sean
can.

Nathan has stepped down, and did not indicate that he could attend
either meeting.

We require 4 members to make quorum; it sounds like the 24th is
possible, the 1st is probably not.  Do we want to go ahead and make it
the 24th, understanding that we have at least quorum?

> >From now until the meeting, I am accepting items for the agenda, and
> nominations for directors and officers. I do not wish to be
> re-nominated as President this year; do speak up if you do not wish to
> be re-nominated for your current directorship of officership, so we
> know which roles we need to fill.

So, for officers, we have the following positions and
nominations/volunteers:

President: <none>
Vice President: Mark Doliner
Treasurer: Ethan Blanton
Secretary: ?

(It is not clear whether Luke wishes to continue in his capacity as
secretary.

We also need to fill at least one seat, regardless of whether we add
seats to the board.  I nominate John Bailey for this position.

> Here's a rough, informal initial agenda. Let me know if there are
> additions you would like to add.
>
> 1. Call to Order
> 2. Roll Call
> 3. Approval of Minutes
> 4. Treasurer's financial report
> 5. Election of directors and officers
> 6. Vote to amend Article I of the by-laws to change the address of the
> corporation
> 7. Adjournment

So far, we wish to vote on:

Accepting Adium into the IMF.
Accepting Vulture into the IMF.

I plan to also put together concrete proposals for the following,
although I understand time is getting short:

Adding two positions to the board, to be filled at a later date.
Setting a deadline for doing something about donations.

Ethan

--
The laws that forbid the carrying of arms are laws [that have no remedy
for evils].  They disarm only those who are neither inclined nor
determined to commit crimes.
                -- Cesare Beccaria, "On Crimes and Punishments", 1764


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[Mark Doliner]

On Tue, Nov 17, 2009 at 10:14 AM, Ethan Blanton <elb@...> wrote:
> Sean Egan spake unto us the following wisdom:
> We require 4 members to make quorum; it sounds like the 24th is
> possible, the 1st is probably not.  Do we want to go ahead and make it
> the 24th, understanding that we have at least quorum?

I should be able to make it on the 24th--let's plan for that.  6pm EST?

> We also need to fill at least one seat, regardless of whether we add
> seats to the board.  I nominate John Bailey for this position.

I second that (do we need to second stuff? I don't remember).

-Mark

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[Mark Doliner]

On Tue, Nov 17, 2009 at 10:42 AM, Evan Schoenberg, M.D.
<evan.s@...> wrote:
> Alternately, would Monday, November 23rd work for the board?

Monday, November 23rd works for me.

-Mark

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[Luke Schierer-2]

On Nov 17, 2009, at 13:47 EST, Mark Doliner wrote:

> On Tue, Nov 17, 2009 at 10:42 AM, Evan Schoenberg, M.D.
> <evan.s@...> wrote:
>> Alternately, would Monday, November 23rd work for the board?
>
> Monday, November 23rd works for me.
>
> -Mark

I can do the 23rd or the 2nd or 3rd, but not the 1st or 4th.

Luke


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[Luke Schierer-2]

On Nov 17, 2009, at 13:14 EST, Ethan Blanton wrote:

> Sean Egan spake unto us the following wisdom:
>
>>> From now until the meeting, I am accepting items for the agenda, and
>> nominations for directors and officers. I do not wish to be
>> re-nominated as President this year; do speak up if you do not wish to
>> be re-nominated for your current directorship of officership, so we
>> know which roles we need to fill.
>
> So, for officers, we have the following positions and
> nominations/volunteers:
>
> President: <none>
> Vice President: Mark Doliner
> Treasurer: Ethan Blanton
> Secretary: ?

I am willing to continue as secretary.  But considering how little I do for any IMFreedom sponsored project (basically just some irregular routine server maintenance), I would understand if y'all wanted me to retire in favor of someone more active in open source instant messaging.



>
> (It is not clear whether Luke wishes to continue in his capacity as
> secretary.
>
> We also need to fill at least one seat, regardless of whether we add
> seats to the board.  I nominate John Bailey for this position.

My understanding, with Sean and Nathan both stepping down, we need a minimum of two seats filled.  I second John's nomination for one of the two.

Do we have anyone willing to take on being President?

Luke

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[Ethan Blanton-3]

Luke Schierer spake unto us the following wisdom:
> I am willing to continue as secretary.  But considering how little I
> do for any IMFreedom sponsored project (basically just some irregular
> routine server maintenance), I would understand if y'all wanted me to
> retire in favor of someone more active in open source instant
> messaging.

I think you should continue, then.

> My understanding, with Sean and Nathan both stepping down, we need a
> minimum of two seats filled.  I second John's nomination for one of
> the two.

Sean offered to stay on the board, and we're making him do so.  ;-)

> Do we have anyone willing to take on being President?

This is indeed an excellent question.

Ethan

--
The laws that forbid the carrying of arms are laws [that have no remedy
for evils].  They disarm only those who are neither inclined nor
determined to commit crimes.
                -- Cesare Beccaria, "On Crimes and Punishments", 1764


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[Sean Egan]

Any of these days is fine with me. It looks like almost everyone's
fine with the 23rd, 6pm est?

On Tue, Nov 17, 2009 at 2:02 PM, Luke Schierer <luke@...> wrote:

>
> On Nov 17, 2009, at 13:47 EST, Mark Doliner wrote:
>
>> On Tue, Nov 17, 2009 at 10:42 AM, Evan Schoenberg, M.D.
>> <evan.s@...> wrote:
>>> Alternately, would Monday, November 23rd work for the board?
>>
>> Monday, November 23rd works for me.
>>
>> -Mark
>
> I can do the 23rd or the 2nd or 3rd, but not the 1st or 4th.
>
> Luke
>
>
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