AGM 4 October 2018

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Where: Electric works

When: Saturday 10th November @ Noon

Chair: Gary

Attendance

In person: Richard, Caolan, Gary, Neil. Additional (IRC): tengo. Additional (Via Proxy): Mat.

Apologies: Ed Saxton, James Zwiers

Co-op Administration

[1] Board resignations: (Ian, James)

[2] Are we trustworthy enough to not need auditing?

[3] Decide on ownership and licensing of co-op data e.g. the wiki and service repos.

[4] We've not been holding official General Meetings over the last year. We either need a plan to do better or to agree to adjust Article 19 [5] to reduce/remove the requirement to hold them.

Membership

[6] We need to decide how to handle new members. At the last AGM we decided to cut their fees by 1/2 for a year, with the plan to revisit now Current options: Drop the discount, keep it at 12 months, link to AGMs.

Do we want to allow annual membership payment, making things cheaper for potential non-english members?

Banking, accounts and assets

[7] We have a significant surplice and two new members. We could use this extra money to:

  • Pay for email provision
  • Support ORG UK (£200/year)
  • Get a bank card ( £3/month)
  • Increase our backups (£4/month)

and still have a significant surplus left at the end of the year (≈£500 if nothing changes)

Services

Do we want to pay someone for email hosting, and if so who?

Plans for the coming year

Co-op Days

Any Other Business

Minutes

The following is a copy of the unedited raw irc logs for the period over which the meeting took place:

Nov 10 12:02:10 <allegary>	I'm at Electric works with Neil.. guessing that is Guest91898 at the moment
Nov 10 12:05:10 <allegary>	and caolanm 
Nov 10 12:29:12 <tengo>	Good afternoon everyone.
Nov 10 12:29:15 *	graphiclunarkid (~graphiclu@darkpeak.org) has joined
Nov 10 12:29:30 <caolanm>	hello
Nov 10 12:30:14 <graphiclunarkid>	Afternoon darkpeakers
Nov 10 12:30:19 <allegary>	please could everyone announce their presence
Nov 10 12:30:29 <caolanm>	o/
Nov 10 12:30:34 <allegary>	o/
Nov 10 12:30:38 *	Guest91898 is now known as Vindsvalr
Nov 10 12:30:40 <tengo>	o/
Nov 10 12:31:24 <graphiclunarkid>	The AGM is getting underway
Nov 10 12:31:34 <Vindsvalr>	Present :)
Nov 10 12:32:06 *	Vindsvalr (~neil@darkpeak.org) has left ("Leaving")
Nov 10 12:32:34 *	Vindsvalr (~neil@darkpeak.org) has joined
Nov 10 12:33:01 <allegary>	does anyone know the number we have to achieve for quorum?
Nov 10 12:33:47 <tengo>	"a quorum shall be three Members or 50% of the membership, whichever is the lesser. "
Nov 10 12:33:47 <Vindsvalr>	3 members, or 50% of membership whichever is lesser
Nov 10 12:33:59 <allegary>	and if those with proxy votes could announce who they proxying for, that would be helpful
Nov 10 12:34:09 <caolanm>	I have a proxy vote for mbooth
Nov 10 12:35:11 <caolanm>	graphiclunarkid will be taking minutes
Nov 10 12:35:12 <caolanm>	we'll be discussing the issues in the AGM milestone: https://issues.darkpeak.org/query?status=assigned&status=new&group=status&milestone=AGM+2018
Nov 10 12:36:24 <allegary>	I count that as 5 present and one proxy so we have quorum
Nov 10 12:36:51 <allegary>	Looks like I am being the chair for this.
Nov 10 12:37:38 <allegary>	The page for the agenda is here: https://wiki.darkpeak.org/wiki/AGM_4_October_2018
Nov 10 12:37:57 <allegary>	despite being 4th October.
Nov 10 12:38:12 <allegary>	First items are the Co-op Administration
Nov 10 12:38:34 <allegary>	Board resignations which are listed as Ian and James
Nov 10 12:39:28 <graphiclunarkid>	Agenda item: https://issues.darkpeak.org/ticket/47
Nov 10 12:39:36 <allegary>	Thanks
Nov 10 12:40:48 <allegary>	As we do not have any information from James as to whether he wishes to re-stand, we will assume this means he does not want to.
Nov 10 12:41:08 <allegary>	We understand that Ian does not wish to stand again.
Nov 10 12:41:41 <allegary>	So, at this point we can state that both James and Ian have resigned.
Nov 10 12:42:06 <allegary>	The current board would be...
Nov 10 12:43:13 <allegary>	graphiclunarkid, caolanm, allegary, ejs, mbooth 
Nov 10 12:44:08 <allegary>	With the loss of Ian we do not have a treasurer on the board
Nov 10 12:45:51 <caolanm>	However, he's volunteered to do the annual returns again for 2019 if there's no other volunteer.
Nov 10 12:46:03 <caolanm>	He'd need to be co-opted by the board to do that
Nov 10 12:46:32 <allegary>	We will vote for that in due course
Nov 10 12:47:04 <allegary>	Do we have anyone wishing to join the board at this point?
Nov 10 12:48:07 <graphiclunarkid>	Nobody in the room here does.
Nov 10 12:48:40 <tengo>	If there is a requirement for another board member I will be happy to help, however, as I'm new and still learning about the co-op I may not bring much to the table.
Nov 10 12:49:10 <allegary>	OK, we are allowed to drop in number as we understand it.
Nov 10 12:49:49 <tengo>	ok, in which case, I won't apply to be a board member. Thanks.
Nov 10 12:49:51 <graphiclunarkid>	We don't feel like we're short of board members currently, given the work that needs doing and the current number of members, so you're fine as you are tengo :) But thanks for offering!
Nov 10 12:50:18 <tengo>	no problem.
Nov 10 12:50:18 <allegary>	I take back the bit about voting on the need to co-opt - that decision is delegated to the board.
Nov 10 12:51:38 <allegary>	we are just checking up on whether the treasurer is required to be a filled position
Nov 10 12:54:34 <allegary>	to save time now we are working on the understanding that the position can remain vacant and we will monitor the situation to ensure the duties are effectively performed
Nov 10 12:55:01 <allegary>	Next item - Are we trustworthy enough to not need auditing? 
Nov 10 12:55:43 <allegary>	this is a required vote every year
Nov 10 12:56:28 <allegary>	this allows us to take advantage of the exemption for private limited companies: https://www.gov.uk/audit-exemptions-for-private-limited-companies
Nov 10 12:57:18 <allegary>	if anyone wants to take some time to read this beyond 1pm, please let me know.
Nov 10 12:59:48 <graphiclunarkid>	This is the ticket for this agenda item: https://issues.darkpeak.org/ticket/56
Nov 10 13:00:24 <allegary>	thanks
Nov 10 13:03:26 <allegary>	We are now voting to take advantage of the audit exemption.
Nov 10 13:03:42 <allegary>	Everyone in favour say 'o/'
Nov 10 13:03:45 <allegary>	o/
Nov 10 13:03:50 <graphiclunarkid>	\o
Nov 10 13:03:50 <tengo>	o/
Nov 10 13:03:53 <Vindsvalr>	o/
Nov 10 13:03:54 <caolanm>	o/
Nov 10 13:04:18 <allegary>	hmm.. graphiclunarkid gave a good point...
Nov 10 13:04:31 <allegary>	but we are unanimous
Nov 10 13:05:00 <allegary>	for further votes I'll say +1 or -1 :)
Nov 10 13:05:22 <allegary>	Next item: Decide on ownership and licensing of co-op data e.g. the wiki and service repos. 
Nov 10 13:05:27 <caolanm>	https://issues.darkpeak.org/ticket/45
Nov 10 13:08:07 <allegary>	so we have issues of both code ownership and licensing
Nov 10 13:08:16 <allegary>	and content ownership and licenses
Nov 10 13:09:23 <allegary>	items related to our identity
Nov 10 13:09:27 <allegary>	minutes of meetings
Nov 10 13:13:24 <graphiclunarkid>	We are discussing the objectives of this policy. We think they are...
Nov 10 13:13:34 <graphiclunarkid>	Be as open as possible
Nov 10 13:13:34 <tengo>	Am I correct to think that any code will be open source and that we would just need to choose a license?
Nov 10 13:13:41 <graphiclunarkid>	Protect the identity of the coop from impersonation
Nov 10 13:13:46 <graphiclunarkid>	Protect the collective opinions and decisions of the coop from misrepresentation
Nov 10 13:13:56 <allegary>	tengo: yes that is one aspect
Nov 10 13:13:59 <caolanm>	we have to be careful about some edge cases too, e.g. the articles of the co-op are on the wiki but are based on a template from Co-operatives UK, we'd have to check what license that's under
Nov 10 13:14:40 <allegary>	we might not be looking to make a decision on this immediately as it is a fairly wide topic
Nov 10 13:19:01 <tengo>	Is it an option to only protect the co-op name and make everything else available, with the exception of personal data? apologies if I'm over simplifying it.
Nov 10 13:21:29 <allegary>	potentially - I think what is going to happen is that we will get a number of us together to come up with a firm proposal on this
Nov 10 13:23:06 <tengo>	does anyone have any info about other co-ops, or companies, who have made these decisions and documented their experience?
Nov 10 13:23:26 <tengo>	I'll search online anyways, but thought I'd ask.
Nov 10 13:23:46 <graphiclunarkid>	I believe mbooth has experience in this area through his work.
Nov 10 13:23:47 <Vindsvalr>	no, but please share the fruits of your searching
Nov 10 13:23:57 <tengo>	will do.
Nov 10 13:24:05 <graphiclunarkid>	I think we're deferring the decision-making here until we can involve mbooth.
Nov 10 13:24:19 <allegary>	basically - he was the major force behind it
Nov 10 13:25:03 <allegary>	I think we are likely to generally agree that we require related policies
Nov 10 13:25:09 <tengo>	cool, it makes sense to get his opinion and knowledge.
Nov 10 13:25:20 <allegary>	with the objectives in place I propose that we move on to the next item
Nov 10 13:25:46 <graphiclunarkid>	Decision: the board will propose a detailed policy and put it to a vote at a general meeting.
Nov 10 13:25:57 <allegary>	talking of which
Nov 10 13:26:04 <caolanm>	https://issues.darkpeak.org/ticket/51
Nov 10 13:26:15 <allegary>	"We've not been holding official General Meetings over the last year. We either need a plan to do better or to agree to adjust Article 19 [5] to reduce/remove the requirement to hold them."
Nov 10 13:27:31 <allegary>	discussion here is suggesting that there are advantages to keeping GM days to be the same as co-op days
Nov 10 13:33:42 <allegary>	we seem to be generally of the opinion that the GMs do not have to take much time and we should be keeping on top of this
Nov 10 13:34:12 <allegary>	so as I understand it there will not need to be any attempt to agree to a change in the articles
Nov 10 13:34:52 <allegary>	we are also discussing how the use of issues.darkpeak.org will allow us to organise ourselves better
Nov 10 13:36:06 <graphiclunarkid>	We like the idea of using Trac to record matters for discussion at the next general meeting. Any open tickets will form the agenda for a GM.
Nov 10 13:36:23 <graphiclunarkid>	Any member can raise a ticket for discussion at any time.
Nov 10 13:37:09 <allegary>	sounds good
Nov 10 13:37:55 <allegary>	we may need to have a standing item in the the GM milestone for AOB
Nov 10 13:39:31 <allegary>	it looks like we are also going to suggest that there will be a GM every month
Nov 10 13:40:06 <allegary>	this has the advantage that we don't have to remember whether a co-op day is going to be a GM or not
Nov 10 13:42:02 <tengo>	I like that idea.
Nov 10 13:42:17 <allegary>	and also, tickets that are raised for a GM will only be hanging around for a month before members have the opportunity to discuss them at a GM
Nov 10 13:46:33 <graphiclunarkid>	Decision: GMs shall coincide with co-op days
Nov 10 13:46:33 <graphiclunarkid>	Decision: the agenda for GMs shall be managed in Trac
Nov 10 13:46:33 <graphiclunarkid>	Action: The board will update the wiki to describe how GMs work.
Nov 10 13:46:46 <graphiclunarkid>	Tengo: does this look good to you?
Nov 10 13:46:56 <tengo>	yep, great.
Nov 10 13:47:00 <graphiclunarkid>	:thumbsup:
Nov 10 13:47:04 <Vindsvalr>	o/
Nov 10 13:47:05 <caolanm>	o/
Nov 10 13:47:05 <allegary>	ok, then we can move on
Nov 10 13:47:11 <tengo>	o/
Nov 10 13:47:11 <allegary>	o/
Nov 10 13:47:15 <graphiclunarkid>	\o/
Nov 10 13:47:17 <allegary>	+1
Nov 10 13:47:48 <allegary>	Membership....
Nov 10 13:48:01 <caolanm>	https://issues.darkpeak.org/ticket/33
Nov 10 13:48:02 <allegary>	"We need to decide how to handle new members. At the last AGM we decided to cut their fees by 1/2 for a year, with the plan to revisit now Current options: Drop the discount, keep it at 12 months, link to AGMs."
Nov 10 13:49:17 <allegary>	it is quite a long ticket so there will be some time to digest it
Nov 10 13:54:44 <allegary>	also remember to read the comments
Nov 10 13:56:10 <graphiclunarkid>	And the attached spreadsheet
Nov 10 14:00:10 <caolanm>	also relevant: https://wiki.darkpeak.org/wiki/Finances
Nov 10 14:00:15 <graphiclunarkid>	Alternative proposal: the co-op could charge a fixed membership fee that covers our costs and dispense surpluses back to the members as a dividend
Nov 10 14:05:15 <graphiclunarkid>	We are now discussing a minimum membership fee of £5/month but inviting people to "pay what you want" above this number.
Nov 10 14:06:08 <tengo>	I think that having slightly lower fee for a new members is good idea. If you take cost of a member over a 1 year period, £120, it might make people more hesitant to join.
Nov 10 14:06:21 <graphiclunarkid>	And possibly one-off fund-raising requests to the membership for one-off initiatives that are additional to covering the necessary costs.
Nov 10 14:06:36 <tengo>	graphiclunarkid: yes, that sounds like good idea.
Nov 10 14:07:10 <tengo>	^ I was referring to the "pay what you want" about the £5p/m
Nov 10 14:07:16 <tengo>	*above
Nov 10 14:09:48 <graphiclunarkid>	Cool. Lots of discussion going on here. Sorry you can't hear any of it, tengo!
Nov 10 14:10:17 <graphiclunarkid>	We have also discussed getting some kind of audio or video system in place for future meetings so that we can be more inclusive of remote participants.
Nov 10 14:10:57 <tengo>	maybe with subtitles for the scottish to english translation :)
Nov 10 14:11:12 <graphiclunarkid>	Heh
Nov 10 14:14:08 <allegary>	So, currently we are suggesting that we must have a decision on what to do about the existing new members level going onwards.
Nov 10 14:15:08 <tengo>	I agree, as it will help with future budgeting
Nov 10 14:16:16 <tengo>	If I understand correctly, having the new membership fee based on 12 month from the AGM date would making accounting easier, correct?
Nov 10 14:17:00 <graphiclunarkid>	We are struggling to summarise this in text. Give us a few...
Nov 10 14:17:12 <tengo>	no probs. no rush.
Nov 10 14:17:38 <graphiclunarkid>	tengo: are you somewhere you could jump on a video call? I reckon we could set one up if you want?
Nov 10 14:18:03 <tengo>	yes, I'm at home.
Nov 10 14:18:16 <graphiclunarkid>	OK. Give me a sec...
Nov 10 14:18:26 <tengo>	do any of you use signal messenger?
Nov 10 14:18:32 <Vindsvalr>	yes
Nov 10 14:18:41 <tengo>	I have that on my phone
Nov 10 14:18:59 <allegary>	graphiclunarkid: has just gone to get something or other
Nov 10 14:19:03 <Vindsvalr>	ditto, I've never set up a video/audio call though
Nov 10 14:19:26 <tengo>	just link a normal call but you can click the carmera button.
Nov 10 14:19:46 <tengo>	what ever suits you guys I'm cool with
Nov 10 14:20:37 <graphiclunarkid>	https://meet.jit.si/LazyPotatoesSubstituteVanishingly
Nov 10 14:21:06 <graphiclunarkid>	(Might need to use chrome)
Nov 10 14:21:33 <tengo>	I see and hear
Nov 10 14:21:42 <tengo>	1 moment while I sort my mic
Nov 10 14:22:14 <tengo>	I wont have video
Nov 10 14:22:25 <tengo>	just need to check my mic
Nov 10 14:22:34 <tengo>	I think I disbaled a few time in bios :)
Nov 10 14:24:59 <Vindsvalr>	@tengo, how about telegram on your phone? I'm on that too and can at least initiate an audio call
Nov 10 14:26:01 <tengo>	I have telegram.
Nov 10 14:28:15 <Vindsvalr>	I'm @Neil_CTR
Nov 10 14:28:29 <Vindsvalr>	though we are adjourning (temporarily) for a chocolate break
Nov 10 14:28:43 <caolanm>	back in 5 mins
Nov 10 14:28:46 <tengo>	no worries
Nov 10 14:35:10 <tengo>	I msg'd you on telegram. I may also have a head set working on my laptop.
Nov 10 14:35:23 <tengo>	going to make a cup of tea. back in 5.
Nov 10 14:36:50 <caolanm>	ok
Nov 10 14:40:34 <tengo>	bk
Nov 10 14:40:50 <allegary>	ok, adjournment over I suppose
Nov 10 14:41:07 <tengo>	I'm in the jitsi room, no sure if my mic is working. I'm also on telegram.
Nov 10 14:42:13 <graphiclunarkid>	Can't hear you in jitsi
Nov 10 14:42:17 <graphiclunarkid>	Can you hear us?
Nov 10 14:42:23 <tengo>	yeah I hear you ok
Nov 10 14:42:37 <tengo>	don't think my mic is being picked up
Nov 10 14:42:44 <tengo>	telegram is better I think
Nov 10 14:43:21 <allegary>	when calls are accepted
Nov 10 14:43:45 <tengo>	try now
Nov 10 14:44:07 <Vindsvalr>	same again
Nov 10 14:44:23 <allegary>	While we are waiting, there is a potentially easier topic to agree on.
Nov 10 14:44:32 <allegary>	Still in membership
Nov 10 14:44:37 <tengo>	one moment
Nov 10 14:44:43 <allegary>	"Do we want to allow annual membership payment, making things cheaper for potential non-english members?"
Nov 10 14:45:01 <allegary>	I would have no issues with this.
Nov 10 14:45:11 <Vindsvalr>	ditto
Nov 10 14:46:41 <allegary>	OK, nuance suggested
Nov 10 14:50:17 <allegary>	I believe we have consensus and agreement IRL on annual membership being aligned to AGMs so that any changes in the rate for a year can be taken into account then. An initial payment could then be up to the expected AGM.
Nov 10 14:54:37 <allegary>	Back to the discussion on the pricing, we are discussing the viability of bringing the base fees down to £5. We could then have a model where people who want to pay more can and we can have a concept of fundraising within the membership where we are lacking funds...
Nov 10 15:00:11 <graphiclunarkid>	Motion: change our membership fee to £5 per month.
Nov 10 15:00:24 <graphiclunarkid>	This is the minimum payment - members may pay more if they wish.
Nov 10 15:02:52 <graphiclunarkid>	All in favour, say o/
Nov 10 15:02:55 <caolanm>	o/
Nov 10 15:02:56 <Vindsvalr>	0 (abstention)
Nov 10 15:02:59 <graphiclunarkid>	o/
Nov 10 15:02:59 <tengo>	o/
Nov 10 15:03:02 <allegary>	o/
Nov 10 15:03:10 <caolanm>	(+ one abstention for my proxy vote)
Nov 10 15:03:38 <allegary>	majority pass
Nov 10 15:04:40 <graphiclunarkid>	Motion: allow payments in advance up to the date of the next AGM to save people transaction fees.
Nov 10 15:13:14 <graphiclunarkid>	After discussion, we are changing the motion:
Nov 10 15:13:49 <graphiclunarkid>	Motion: allow members to pay for up to 12 months of membership in advance at the current monthly rate.
Nov 10 15:14:28 <graphiclunarkid>	No refunds or additional fees will be due should the membership rate change during the period that has been paid for in advance.
Nov 10 15:14:57 <graphiclunarkid>	Place vote now!
Nov 10 15:14:58 <Vindsvalr>	o/
Nov 10 15:15:01 <caolanm>	o/
Nov 10 15:15:01 <graphiclunarkid>	o/
Nov 10 15:15:02 <tengo>	o/
Nov 10 15:15:03 <allegary>	o/
Nov 10 15:16:05 <graphiclunarkid>	Motion passed
Nov 10 15:16:12 <allegary>	wot graphiclunarkid sed
Nov 10 15:16:24 <caolanm>	(+ one abstention for my proxy vote btw)
Nov 10 15:16:36 <allegary>	next up Banking, accounts and assets
Nov 10 15:17:02 <allegary>	relating to what extra things we might want to pay for
Nov 10 15:22:44 <allegary>	Motion: we agree in principal to getting a bank card (pending examination of the card details, what protections we have, etc)
Nov 10 15:26:12 <graphiclunarkid>	Voting now:
Nov 10 15:26:16 <allegary>	go vote!
Nov 10 15:26:17 <graphiclunarkid>	o/
Nov 10 15:26:18 <caolanm>	o/
Nov 10 15:26:18 <Vindsvalr>	o/
Nov 10 15:26:18 <tengo>	o/
Nov 10 15:26:19 <allegary>	o/
Nov 10 15:27:03 <allegary>	on supporting ORG UK...
Nov 10 15:27:26 <allegary>	graphiclunarkid: suggests that we may not be at a membership level that makes it make sense yet
Nov 10 15:29:22 <graphiclunarkid>	Motion: that Dark Peak becomes a corporate sponsor of the Open Rights Group.
Nov 10 15:30:11 <Vindsvalr>	o\
Nov 10 15:30:13 <allegary>	Voting now
Nov 10 15:30:15 <allegary>	-1
Nov 10 15:30:15 <graphiclunarkid>	-1
Nov 10 15:30:16 <caolanm>	-1
Nov 10 15:30:19 <tengo>	-1
Nov 10 15:30:20 <Vindsvalr>	o\
Nov 10 15:31:22 <allegary>	 Pay for email provision
Nov 10 15:31:41 <allegary>	associated with a web architects discussion
Nov 10 15:43:24 <graphiclunarkid>	Motion: to outsource Dark Peak email provision to webarchitects co-op
Nov 10 15:44:27 <graphiclunarkid>	Discussion: we're not opposed in principle but we're not yet convinced it's sufficiently valuable.
Nov 10 15:44:38 <graphiclunarkid>	We might prefer to defer this to a later date.
Nov 10 15:45:11 <allegary>	OK, chair says it is deferred
Nov 10 15:45:33 <allegary>	Same for backups
Nov 10 15:46:04 <allegary>	Plans for the coming year
Nov 10 15:47:41 <allegary>	Motion: Maintain schedule of co-op days and each co-op day will be a GM.
Nov 10 15:47:51 <allegary>	vote now
Nov 10 15:47:52 <graphiclunarkid>	o/
Nov 10 15:47:52 <caolanm>	o/
Nov 10 15:47:53 <tengo>	o/
Nov 10 15:47:55 <allegary>	o/
Nov 10 15:47:57 <Vindsvalr>	o/
Nov 10 15:48:09 <allegary>	motion passed
Nov 10 15:48:17 <allegary>	AOB
Nov 10 15:48:19 <allegary>	?
Nov 10 15:48:22 <Vindsvalr>	no
Nov 10 15:49:11 <tengo>	nothing from me.
Nov 10 15:49:54 <allegary>	OK, date of next AGM will be coincide with the next Sheffield Beer Festival
Nov 10 15:50:01 <tengo>	yay!
Nov 10 15:50:18 <allegary>	October 12th 2019
Nov 10 15:50:18 <Vindsvalr>	really hope they also have wine
Nov 10 15:51:10 <allegary>	Decision for whether there will be a December co-opt day is going to be resolved by email I believe
Nov 10 15:51:25 <allegary>	Meeting closed
Nov 10 15:52:13 <tengo>	I'm off for now. Thanks folks. enjoy your weekend.
Nov 10 15:52:18 <allegary>	o/
Nov 10 15:52:24 <graphiclunarkid>	ttfn
Nov 10 15:52:33 <allegary>	(not a vote this time)