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September 6, 2000 Board Meeting Transcript david_cleary: OK. Let's start by discussing the 6 items I sent out in email.steve_southwell: Agreed. Steve will follow through, as he has already... More later...steve_southwell: Yes, David - the 6 items.david_cleary: What pre-meeting junk? Do we have any minutes to approve?ffwguy: Steve -yes we should do standard pre-meeting junk. steve_southwell: I move to approve the minutes of last meeting.ffwguy: seconded david_cleary: Sure. Minutes of last meet aproved without disent.david_cleary: Any more junk?steve_southwell: Old business?steve_southwell: Roll Call?ffwguy: Onward steve_southwell: yessteve_southwell: Item 1: FFW inc.?david_cleary: Let me get this in the record. Atending are Steve Southwell, Geoff Crawford, and David Cleary. Proxies for Brian goes to Geoff and Per foes to Dave. Julian is absent.steve_southwell: Peter is also absentdavid_cleary: Item 1. Shall we incorporate in the State of New Hampshire under the name FFW Inc? Discussion?steve_southwell: I think because our license says "The FreeFrameWork Project" we should incorporate that way.ffwguy: Yeah on the FFW incorporation, Brian was also in on the report so he votes yes as well. No discussion on our end steve_southwell: The FreeFrameWork Project Inc.ffwguy: OK david_cleary: Any disent on "The FreeFramework Project Inc."?steve_southwell: Nope. I vote to do it.ffwguy: Done deal. david_cleary: Item 1 passes as amendended. We will incorporate in the State of New Hampshire under the name The FreeFramework Project Inc.david_cleary: Item 2. Elect David Cleary as treasurer. Any Discussion?steve_southwell: Very well... I move to vote on Davidsteve_southwell: Yea from me.david_cleary: Any disent?ffwguy: No discussion, I vote yeah as long as you are OK with the job. steve_southwell: Question:steve_southwell: maybe out of line...david_cleary: Go ahead.steve_southwell: Nevermind. Retracted until later. Go ahead.steve_southwell: #3: Mailing Address?david_cleary: I'm hearing no disent. Item 2 passes.ffwguy: Mailing address seems fine, sounds like the same as MBE, go for it. david_cleary: Item 3. Establish a mailing address at Postal Center USA. Any discussion?steve_southwell: $85 per year seems high.david_cleary: MBE was $120.steve_southwell: Could we not use a regular US post office?steve_southwell: Or do we need a physical address?ffwguy: It's not Steve, $120 is less than the post office too. ffwguy: PO Box is OK, but Dave has got the cheapest alternative steve_southwell: Wow! Last time I rented one, I think it was $25 per year... (Inflation I guess...)david_cleary: Geoff and I discussed this in the Business commitee. By using one of these outfits, we can have the mail forwarded if and when we need to without having to change addresses.steve_southwell: I withdraw my objection and move to approve.ffwguy: I vote yeah. david_cleary: Any disent on item 3?david_cleary: I hear no disent, Item 3 approved.david_cleary: Item 4. Authorize shares. I think we need some discussion on this.steve_southwell: Yes...steve_southwell: I have concern with issuing shares.david_cleary: We have to to incorporate.steve_southwell: If we do so, doesn't the board member who gets the shares then own them?david_cleary: Otherwise, it wouldn't be a corporation.steve_southwell: What happens at election time? Do we have to be trusted to hand back our shares?ffwguy: I saw your email Dave, and I believe you are absolutely correct we need the shares because some states even say no bylaw changes unless if by share holders steve_southwell: Could we issue only 7 shares of the 100,000 authorized?steve_southwell: and keep the remaining as treasury stock?ffwguy: Also correct that we have to keep it under 10 or we are no longer S-Corporation and we get the SEC involved. david_cleary: Yes. Who ever has them will own them. My idea, and I do not know if it will fly with the 10 shareholder rule, is to hand out shares at each election cycle. The ones granted previously will be kept by that person. If at some point in the future, we get bought out for millions, the shareholders will benefit.steve_southwell: So perhaps we have to contract with board members that they must sell their share back for $1 to the corporation at termination.steve_southwell: hmmm...steve_southwell: Dave's idea is intriguingsteve_southwell: how long would it take us in our election cycles to get more than 10 people...david_cleary: OK, looks like 10 is the limit. We will need to hand back shares once we approach 10 shareholders. We could try this until we hit 10?ffwguy: I think the solution is in the by laws. We could have it so the shares are also time dependent and recalled at each election. We CAN'T let people keep the shares or we go over 10 shareholders steve_southwell: If we owned shares that were valuable, that could create an ethical dilemma for those of us doing this work on-the-clock with our employers.ffwguy: The share value is easy - Par value = .00001 cent each. Whole company worth = $1 steve_southwell: But IF we ever got bought out, then the dividends would have to go somewhere, is what I mean...steve_southwell: Anyhow, I agree that we should write bylaws recalling the shares each election cycle.ffwguy: Another thing to keep in mind is that we are about to create a non-profit style corp. No shareholder will ever be allowed to get dividends or equity or it wouldn't be non-profitdavid_cleary: OK. We can authorise 7 shares. These shares will be returned to the corporation at the end of each term of the board to be "sold" to the new board. The shares will have a par value of $.01, which will be paid to and from the shareholders.steve_southwell: Maybe a matter of semantics, but...steve_southwell: Could we "authorize" 100,000 and only "issue" 7?david_cleary: Yes.steve_southwell: That way if our board size changes or if we allow membership votes, we can adjust as necessary.steve_southwell: without amending our filing.ffwguy: Correct Steve, we should have the right number of shares now.david_cleary: Let's authorize 100000 and issue 1 share to each board member.ffwguy: I second thatsteve_southwell: I concur, move to pass this as amended.ffwguy: Propose the shares also have par value to make the company only = $1, that way no real money has to change handsffwguy: I suppose that can be done during the by-laws steve_southwell: So each share would be 1/100th of 1 cent?ffwguy: Yesdavid_cleary: Item 4 passes as amended. The corporation will authorize 100000 shares at a par value of $.01. The corporation will issue 1 share to each director as a grant. At the end of the director's term, the corporation will buy back the share at par value.steve_southwell: Sounds good.david_cleary: The company will be worth $1000.steve_southwell: ?david_cleary: I don't want to have to deal with less than a penney.ffwguy: I disagree Dave, the company should not have real monetary value, par value should be less than $.01ffwguy: Why not Dave? steve_southwell: $1000 would more closely approximate the initial investment...ffwguy: Steve, if it's realated to initial investment, Brian and I own the companydavid_cleary: Actually, the corporation should only be worth based on the number of shares issued, and not authorised. This would value it at $.07.steve_southwell: I guess to me it doesn't matter, as long as the amount is small. I'm not opposed to writing an ex-board member a $.01 check.david_cleary: The board could vote to issue all the shares in the future, but I don't see that happening.steve_southwell: But then I'm not the treasurer, so whatever is easiest...ffwguy: David, only thing is technically speaking everyone is supposed to send you a pennysteve_southwell: If that's true, I'll get mine in the mail right away!
steve_southwell: Are we agreed then on item 4?david_cleary: No. I said grant. You'll have to declare it on your taxes though.ffwguy: If there's no more discussion then, we'll go with the penny value and only issue the 7 shares.david_cleary: You'll have a peney more in taxable income.ffwguy: David - you'd only have income if you sold it for more than you bought.steve_southwell: Item # 5...steve_southwell: Moving right along...david_cleary: OK. What I am hearing that we authorise 100,000 shares at a par value of $.01 and grant each director 1 share. Bylaws will be written that require directors to sell shares back to the company at the end of termn for par value.david_cleary: No disent, item 4 passes.ffwguy: Agreed.david_cleary: Item 5. Appropriate $85 to file incorporation papers. Any discussion?steve_southwell: BTW, have we decideed where this money is coming from yet?ffwguy: Here's what I suggest money wise ........steve_southwell: Has anyone written Dave a check?ffwguy: Brian and I have already pledged $500 each, Steve I think said $50. We should write checks to FFW Project Inc to set up the bank account..........ffwguy: Dave, pay the $85 yourself, get a receipt, then when all the papers are filed, as the treasurer take the money out of the account. david_cleary: Will do.david_cleary: I'll pick up the mailbox as my contribution to the cause.ffwguy: The account has to come after the incorporation *and* filing the IRS forms for FEIN. No bank account can be done without the FEIN first.david_cleary: That is why it is the last item.david_cleary: I'll pick up the intial expenditures and get reimbursed for the incorporation fee.steve_southwell: Sounds good. I appreciate your willingness to handle that.ffwguy: Dave - you might want to check NH for whether you have to file for state tax purposes. We know there is no sales tax, but payroll taxes may be different. In NJ you only need to get a tax ID number if you have employees.steve_southwell: Please let me know where to send a check.david_cleary: I do plany on getting some advice before I send these things in. We have no employees though.ffwguy: Yes, Dave, why not let us know when the mail box is ready, adn we'll all send checks there. We should let the membership know as well, there is no reason they connot donate as well.steve_southwell: I move that we authorize up to $500 in legal fees for David to get advice if he needs it.steve_southwell: More after board approval.ffwguy: Dave - correct on the no employees which is why I know there is no requirement to file in NJ, I just don't know if NH works the same way. Getting adivce is a great idea.steve_southwell: Second on the legal fees?ffwguy: I suggest that we let Dave be the guide in terms of what help he needs. Spend what you need Dave, better to do it right.david_cleary: Donate? We may want to explore that alittle further. I was going to put the board member contributions as additional paid in capital, which is usually the difference between the par value of the stock and what the corp. gets for it. I'm not sure how donations will be handled before we become non-profit.steve_southwell: I think we need to offically authorize it though, right? Or do we make bylaws to allow certain expenditures without approval?david_cleary: I'll ask before I spend, so it is moot.ffwguy: Dave - until you actually get tax exemption someone can't deduct from their taxes. It's like giving money to something that isn't deductible.david_cleary: The advice I'm getting first is free. If I need to consult a lawyer, I'll bring it to the board.ffwguy: Steve - no bylaws should do that for now, the bylaws should come along later and not be so specific.david_cleary: But is it income for the corporation?steve_southwell: OK, whatever you think is best. Let us know.ffwguy: Dave - yes it is income.steve_southwell: I think eventually our bylaws should contain spending provisions.steve_southwell: but we don't have to discuss it now.david_cleary: Item 5. I hear no disent. Item 5 passes. The business comitte will look into creating bylaws.ffwguy: Steve - the only "spending" provision is not to distribute the equity so it's non-profit. Otherwise spending is determined by the board, the by-laws won't be that specific.ffwguy: Dave - yes, we're a go. What's next. david_cleary: Item 6. I move that we discuss but table the vote on specifics for the bank account. Discussion?steve_southwell: Agreed. It's dependant on the bank's business account policy.steve_southwell: Ideally you'll find one with low(est) fees.ffwguy: Dave - I think we'll need to know more about the bank choices. Will you be investigating the various NH banks for us?david_cleary: USABS has no fees, pays 5% interest, and is paying my Earthlink account for a year because I deposited $1000.ffwguy: Steve - fees are important, but not everything. In business services can be more important.david_cleary: Business may differ, which I'll find out about.steve_southwell: We might be writing only 5 or 10 checks per year though...steve_southwell: Can't imagine needing many services.steve_southwell: At any rate, I move to send this to committee for further study.david_cleary: I do not see us needing much in the way of services, at least to start. We can always change banks if it becomes an issue.david_cleary: OK. Item 6 is resolved by sending it to the Business committee for further investigation. Any disent?ffwguy: I believe the business end is US wide Dave which means if it's the same as in NJ, it differes quite a lot. In NJ no coporation may earn interest. Usually there are free checks based on deposit amount, and banks will waive fees up to a certain percent. (that makes it look like interest, but you don't actually get it if the amount is positive)ffwguy: Dave - no disent, agreed back to the business committee. My statements were only what I knew from my experiences. steve_southwell: Other old business? Feature production committee? Code Review committee?david_cleary: Code Steering Committe right?ffwguy: If that's the business stuff Dave, then yes, I agree the next most important thing is the code review.steve_southwell: Are there going to be 2 seperate committees or one?ffwguy: At least for now, we authorized one steve_southwell: What's it called?ffwguy: I'd have to check the minutes, we did decide, but we tossed around many alternatives. It's *not* the feature production one. steve_southwell: OK, name's not a big deal...david_cleary: I move that we advertise the creation of the Code Steering Committee and hold an election of all those interested. The code steering committee term shal be for 6 months and end 1 month after the term, of the board of directors. This will allow elections to be orderly, and allow a new board to change direction should the want to for any reason.ffwguy: I think it was either Code Steering Committe or Code Production Committeedavid_cleary: The specifics of what this committe does should be contained in the last minutes.david_cleary: Steering!!!!!!!!!!!!!!!!!!!!steve_southwell: I'm not so sure about having an election...david_cleary: They will accept code submissions, authorize projects, and appoint project leaders.steve_southwell: For one, TWU is not extremely stable right now...david_cleary: How would you want to handle forming it?ffwguy: Dave- the committee was already announced on the PEG list, that's why we got that feedbackffwguy: Dave- I think we talked about appointment by the board steve_southwell: As facist as it may sound, I think appointing it would get us a better group.steve_southwell: Like Steve Lichtenberg for example...david_cleary: OK, my mistake. I remember now. Elections would not be good for this. They serve at the pleasure of the board.steve_southwell: We know that he's put a lot of effort into submitting code and trying out FFW.ffwguy: Another name I suggested before is Paul Galvin if he'd be interested. We need someone for mapping code if it comes in.steve_southwell: True...david_cleary: No elections. No term. Board decides who stays and who goes. Did we decide any other specifics last week like size?steve_southwell: I move that we draw up a list of people now and invite them to join it. How many should we have?david_cleary: 5-7david_cleary: 7 may be muchsteve_southwell: I agree. Lets do 5 if we can.ffwguy: Dave - I don't think we got that far about number of people. I like 5 as wellsteve_southwell: Sounds like we voted then.david_cleary: OK. We agree to fix the Code Sterring Committe at 5. The board will draw up a candidate list and decide who to appoint at next week's board meeting.steve_southwell: Shall we put out some names right now?steve_southwell: I want to be on it...david_cleary: We will also need to draw up some procedures and responsibilities of this committee. Can you do this Steve, since we agreed last week that you are on it?ffwguy: Yes. I move for inviting only 5, no more or we have a problem. I'd like to not wait for the next meeting to start some of the invites. Steve Southwell, Steve Lichtenberg and Paul Galvin I think should be a startsteve_southwell: I'll write up some procedures and stuff if the board would like...ffwguy: Dave - the committee does that for itself. They have the power from us for those 3 items. Then they are free how to implement what they are tasked withsteve_southwell: I don't know what you guys would think about having 2 USI people, but I know that Mario Paranhos has been knee-deep in FFW code.ffwguy: Steve, good name, but let's put him down further on the list because of the USI issuedavid_cleary: I think we can come up with the list via email. Any invitess should be told that the board needs to approve them.steve_southwell: OK.steve_southwell: I guess I'll contact Galvin. Geoff already has email from Steve.david_cleary: OK. The committe will decide the procedures. The board will aprove or ammend them.ffwguy: Steve - however you like, Paul's also close to me if you want me to do it.steve_southwell: So next week we approve the committee, following week approve the committee's plan?david_cleary: Sounds like a plan.steve_southwell: I don't know Paul all that well, so if you want to call him that would be fine.steve_southwell: Shall we tell nominees to expect to spend at least 2 hours per week on this?ffwguy: Dave - that's not what I had suggested. I think the board has given them the task and they should be autonamous about how they do it. I don't think the steering committe needs board approval unless they want to expand their jobffwguy: Steve - good question. I would suspect we should tell them more rather than less. I say we say they can expect 5 hours a week. david_cleary: I'm not talking about their day to day job. I'm talking about intial procedures and rules. I do not want them to arbitraily set them. For instance, I do not want to be on the committee, but I do care deeply about how it goes about its business.david_cleary: 5 hours.steve_southwell: 5 is no problem for me, but I'm not sure we'll be able to staff if we say 5.steve_southwell: Why don't we require that by the Sept 27th meeting the CSC report its procedures and plan to us.ffwguy: Steve - we're better off getting only a couple of people committed to 5 and doing 2 than getting 10 people willing to do 2, getting 5 and then all quiting.david_cleary: Up to 5? If we say 2 and it is more.... We can say to expect a weekly 1 hour chat. After that, it depends on the workload.david_cleary: I assume people on this committe will find the work interesting.david_cleary: And probably something they'd do anyways.steve_southwell: Good points. We can phrase it as "At least 1 hour, and up to 5 hours per week depending on workload".ffwguy: Agreed on the hours - I suggest we table the idea of an approved set of procedures. let's think more about it, and put it out in an email for the others to respond to.steve_southwell: OK by me.david_cleary: OK. How about this. We advertise the creation of the CSC. We will say it will require at least 1 hour, and up to 5 depending on workload.david_cleary: Specify the 1 hour is a weekly chat.ffwguy: I'd say at least 2, with 1 being chat, up to 5.david_cleary: OK 2.steve_southwell: OK - Done deal.steve_southwell: Other old business?ffwguy: I put out the previous announcement, since I'm calling Paul today, can you put this out Steve?steve_southwell: Yes I will.david_cleary: I move to adjourn. I'll write up the minutes this week. Steve has an action item to send out email about the code steering committe.ffwguy: No old business for me for now. I think the rest is for the steering committee. I second adjournsteve_southwell: Very well. We'll talk later then.david_cleary: Bye.ffwguy: Yes Dave, and you go ahead with the corporate forms, let us know if you need helpdavid_cleary: Will do.steve_southwell: Dave, can you save the transcript, or would you like me to send it to you? |
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