Dublin, 2015

==Location ==
Gibson Hotel, Dublin, Ireland
October 9, 2015 at 0900 - 1700 in the Cordoba room
== Agenda ==
* Treasurer report
* Election of new members
* Replace Leon on board
* PROPOSAL: new structure
== Forms ==
* Proxy form 
== Attendance ==
Members
* Denys 'denix' Dmytriyenko
* Sean 'darknighte' Hudson (proxy for Leon Woestenberg)
* Philip 'Crofton' Ballister
* Richard Purdie (proxy for Otavio Salvador + Ross Burton)
* Saul Wold (proxy for David Stewart)
* Anders Darander
* Alexandre Belloni
* Trevor Woerner
* Marco Cavallini
* Andrei Gherzan
* Nicolas Deschesne
* Natan Rossi
* Koen Kooi (proxy for Khem Raj)
* Paul Eggleton (proxy for Andrea Adami)
* Mark Hatle (proxy for Tom Rini + Bruce Ahfield)
Non members present and elected to become members 
* Armin Kuster
* Changhyeok Bae (proxy for Martin Jansa)
* Beth Flanagan
* Michael Halstead
* Peter Kjellerstedt
Non members present but have not elected to become members 
* Belen Barros Pena
* Ashish Shirastava
* Josef Holzmayer
* Alejandro
== Meeting notes ==
Meeting opened 09:30
* Attendees Documented
* Congratulated newly elected TSC members
=== Financial Summary Presented ===
* no financial events in 2015 to date
* current bank account in Germany, E 1731, unchanged from last year
* small donation to prove out SPI path in US, $ 181
* taxes: exempt 2010-2012 (3 yr cycle) confirmed by DE tax dept, 2013-2015 cycle still in progress
* $ 50 US on hosting/dns undeclared, no other expenses expected
* SPI is a 501c3 nonprofit in the US, provides services to nonprofits including OE
* don't want to do our own 501c3 due to paperwork
* proposed plan to move funds, but no one has access to account
* Yocto Project provided room, Philip provided stickers
* Treasurer report approved
=== New member vote ===
* 5 new members introduced and voted in, no objections
==== Member expiration ====
* Member expiration needs to be handled handled by the board
* Old members not stricken from roster, just made inactive
* Had 41 active members, 23 present
=== Replace Leon on Board ===
* not enough time to participate
* willing to continue to handle tax issues
* formal recognition for excellent job as treasurer
* willing to handle until a replacement chosen
* request for volunteers
* Armin volunteers, voted in with no objections
=== Proposed Structure Change [Sean] ===
* Proposal to change/establish new bylaws, dissolve eV, depend on SPI for 501c3 status & Texas corp for legal entity
* Sean's wife donating time & effort for legal documentation
* eV binds our hands administratively re physical meetings, representation, voting
* We're here for the technical issues, minimize the administrative noise
* Different types of corps in US: 501c3 (tax free nonprofit), etc. Texas corp legal entity
* Project needs legal entity/administrative body. can be one person (currently Philip) but we want to point it to a role, OE treasurer.
* Incorporating in TX minimal process, meets both needs: legal entity as corporation, financial through SPI
** Saul question annual fees for corp? in TX we likely won't meet minimal income requirement
** Why not go with existing 501c3? subject to their bylaws
** Change membership requrements? meet in TX annually? no more physical requirement for meetings - can do electronic meetings
** Also able to easily change our own rules
* Email thread about concerns, board has more power than before
** PB gets very little feedback from membership
** MH has read a lot of these docs - board responsible org, they have to have power to administrate
** Can put no-exit situation together with legal language, want to avoid
** If evil or idle, board can get rid of board members; board is reelected
* some questions about roles (e.g. TSC)
* vote now or lose a year until the next meeting, incur a new 3yr eV tax period
* recognize Sean and and Janine for the work
Proposal for consideration:
* new corporation in Texas, not a nonprofit, using the draft document posted in July
* continue using SPI for financials, transfer money & IP (logo) as soon as practical
* mandate to the board to dissolve eV as soon as new structure in place, handle any tax burden
Vote: no objections, passed unanimously
=== Roles ===
* KK: should administrative roles be required to be members?
** policy for contrib branches very relaxed, so lots of people have access but not many have core access
** 8 people have non-contrib access, 141 contrib
* KK: code of conduct?
** yocto project has one
** general requirement for non-members
Request to the board:
* require board to make a list of assets, who has access to them, propose we make them members
* investigate & create a code of conduct, establish roles & responsibilities at various levels
Establish relationship between Yocto Project and OpenEmbedded, rep. to YP AB
* chain of accountability & transparency
* RP: choose representative, currently PB
Meeting Closed at 11:00
== Action Items ==
Category:General_Assemblies