Mesh/17 April 2017

Sudomesh Annual Board Meeting - 17 April 2017

attendees

• Will, Jenny, Lesley, Andy, Eve, Grant, Cel, Jorrit, remote-Marc

Discussion

• Jorrit - experienced only in Euro formations - do other folks have experience in this stuff?
• Lesley - am on board of sudo - was easy, just show up and sign things once in awhile
• Eve - am on the board of Internet Society, pretty informal / easy, but don't feel comfortable being on the board this year - maybe next year!
• we talked about tubes, 3 major internet providers - Level 3, Comcast & AT&T
• will playing with calyx institute hotspot - free! - came outta sprint lawsuit - can provide free internet. Well free with the $50 per month calyx institute membership but true unlimited bandwidth

501c3 status

• tax-deductible donations
• grants
• putting an entity name on the psychz account rather than an individual
  • we could technically put sudo mesh instead? why not?
• hurricane electric discount
• yourcause / amazon smile / employee matching grants
• google adwords

comms

• info@ and other mailing lists
• signal
• passpack
• google drive
• google docs (list of neighborhood contacts)
• riseup pads
• wiki
• emails from @peoplesopen.net and @sudomesh.org - set it up via namecheap.com

Agenda

• 1. Nominate & consense on new board
• 2. Nominate & consense on officers
• 3. Overview of basic gov filings and related
• 4. Decide on future org structure
• 5. Consense on updated bylaws
• 6. File annual meeting minutes

1) Nominate & consense on new board

Vote to remove:

• Jeremy
• ChrisJ
• MaxB
• Pete Forsyth
• Arlo
• Matt
  • Unless any of them speak up here wanting to stay on the board (cap is 11 directors)

Vote: All present attendees + remote-marc vote yes

2) Vote on board members (max 11)

• Marc Juul (current Treasurer) - universal aye
• Jenny Ryan (current President) - universal aye
• Jake - universal aye - if he accepts
• Will Martin - universal aye
• Andy Dollard - universal aye
• Lesley Bell - universal aye
• Daniel Arauz - universal aye - if he accepts
• Jorrit Poelen - universal aye
• Jehan Tremback - universal aye
• Grant Gallo - universal aye
• ALL PENDING FINAL APPROVAL CONSENSO FROM JEHAN AND MARC AND DANIEL AND JAKE
  • I approve -- marc

3) Nominate & Consense on Officers

• Jenny Ryan (new Treasurer) - universal aye
• Lesley Bell (new President) - universal aye
• Will Martin (new Secretary) - universal aye

• ALL PENDING FINAL APPROVAL CONSENSO FROM JEHAN AND MARC AND DANIEL AND JAKE
  • juul: I approve

Discussion

• Will volunteers for Secretary
• Jenny nominates Lesley for Pres. Lesley is hesitant / declines. We come back to it.
• Discussion of the roles, what they mean, changing them to better reflect roles in the mesh eg COO (organizing operations and node mounts) CCO (Chief Communications Officer) or COS (Chief of Spin), CFH (Chief Firmware Hacker)

3) Overview of basic gov filings and related

• Jenny has started the 1023 application for 501(c)(3)
• Statement of Information filed annually
• RRF-1 needs to be filed biannually with the Attorney General - on month of incorporation
  • No Annual report needed for 2017 - only required if more than $25,000 in assets
• 199s for CA state taxes - May 15
• 990s for federal nonprofit taxes - May 15
• Jenny submitted 2014 and 2015 990s for OOC on 3/31/2017

4) Decide on future org structure

• Sudo Mesh is not currently a 501(c)(3) nonprofit
• We could apply - turnaround time for the Omni was 3 months
• Could take over old-Omni's EIN
• Vote to pursue 501(c) nonprofit status in 2017 - universal aye
• Incorporation structure TBD
• Vote to get a quote for directors and officers liability insurance
  • Traci at Brignole and Ghiri
    • Jenny to check what is possible
• Jenny gives background on historical interest in making a worker coop
  • Andy: Def something to think about - have members do a shift once a month and contribute in this way

Motion to vote on pursuing nonprofit status in 2017 - unanimous consenso

• juul: :)

5) Consense on updated bylaws

• Review bylaws: https://sudoroom.org/wiki/Mesh/Bylaws
• Prefer to define group with a horizonal org structure
• edit article 6 re: membership structure - spec. eliminate 6.1 - 6.9
  • juul: wait so we won't have members? i don't think it makes sense to have members but have not structure for membership. Either keep it as is and set membership fees at $1 per year or eliminate memberships altogether
    • I think jenny is proposing to eliminate all membership
• Jorrit: Voting - majority voting an issue. rather have quaker style consensus model. Dissent is "I disagree but y'all can carry on" - names are not recorded - it's a group decision
  • Jenny: We can look at Omni's bylaws for guidance on how to code this into ours
  • Jorrit: Quaker model creates a space for dissent and discussion
  • juul: Consensus sounds good to me. Consensus with defined minimum quorum
• Jorrit: I think all board decisions excepting excpulsion should require consensus
• juul: are we talking about board or member consensus? 2/3 for removing a boardmember or normal member sounds good. Consensus of those who show up (with some small minimum) is good.
  • jenny: think should adopt omni's model minus the active/inactive status. directors should show up at a meeting if they want input on the thing
    • will: consensus of those who show up is good
      • jorrit: if you can't get people to show up for a decision then you have a problem.
        • andy: if we get to the point where this is an issue we can revisit this
          • jorrit: can call a board meeting and hop on a video call [ or the pad. electronic participation a-okay ]
  • Juul: It is a common problem that few show up for board meetings.

• jorrit: something in there barring convicted felons from being on the board. we should remove that.
  • will: any reason behind that?
    • consenso: seems like arbitrary discrimination
• [ will is researching this ]
  • juul: agreed. the laws are screwed up enough that we don't want that to decide who can be in our org. also, none of our business. and what about all the non-convicted felons? we shouldn't discriminate on people just because they were stupid enough to get caught :p

6) File annual meeting minutes

• Filed by secretary in a secure drive share and physically in omni office

AWESOME ADVICE FROM WILL - SIGN CONTRACTS: [NAME], AS [TITLE] OF [ORG]

action items

• set up more funding portals, apply for grants, etc
• $10K/mo google adwords - look into more thoroughly
• everybody post something
• discuss bylaw revisions electronically
• call B&G and ask about co-signing on OOC/OC's

questions for jesse

• jorrit: so any director can sign a contract on behalf of the org?
• discussion of members - what is the benefit of even having them?