[ZF] BoD meeting minutes 2013-02-21

[Jens Vagelpohl]

The following minutes are published online at:

http://foundation.zope.org/minutes/boardmeeting_20130221

Jens Vagelpohl
Secretary, Zope Foundation Board of Directors

---

Minutes of a Meeting of the Board of Directors
==============================================

Date and Time: Thursday, February 21, 2013 20:00 UTC
Location: IRC meeting, irc://irc.freenode.net/#zope-foundation
Directors Present:
- Page, Rob
- Rush, Jeff (treasurer)
- Seaver, Tres (chairman)
- Souza-Leite, Aroldo

Guests present:
- Fulton, Jim (board candidate)
- Gedminas, Marius
- Richter, Stephan (board candidate)


Agenda
------
- Call to Order
- Treasurer's report
  - treasurer turnover process
- Membership committee
  - new members since last meeting
- Repository committee
  - new committers since the last meeting
- Old business
  - domain name transfer Zope Corporation to Zope Foundation (tabled)
  - migrating the SVN repository to a ZF-controlled host (tabled)
  - New/revived nonprofit application status
  - PayPal account status update
  - GitHub / git.zope.org migration
- New business
  - Board Election by acclamation (Aroldo)
  - Repository committee membership (Tres)
  - Removal of manuel from ZF repositories / Policy for removal of 
    non-ZF software
- Arranging the next meeting date
- Adjournment


Call to Order
-------------
The chairman calls the meeting to order at 20:00 UTC and welcomes 
the guests present.


Treasurer's report
------------------
The treasurer reports no financial issues, all bills are being paid. 
The old bank account at Wells Fargo is now closed and all funds have 
been added to the new LegacyTexas account.

No progress has happened on the nonprofit application.

The chairman asks the treasurer to prepare an income and expense summary
for the 2012 calendar year to distribute to the membership at the 
annual meeting.

Several sponsor payments have come into the new PayPal account. The 
treasurer notes that there is no automated process in place to mark
invoices sent from the ZF QuickBooks Online account as paid and to move 
funds from PayPal into the ZF bank account.


Membership committee
--------------------
Partick Gerken has joined as nominated member.


Repository committee
--------------------
Philippe Ombredanne and Richard Mitchell have joined as contributors.


Old business
------------
All tabled items remain tabled.

The treasurer had mentioned the nonprofit application status in his 
report, see above.

The PayPal account is fully functional, so this item can be struck off
the next meeting agenda.


New Business
------------
Since the number of nominated board candidates matches the number of 
available seats in the board election Aroldo moves to declare all 
candidates elected by acclamation. After a short discussion about 
Godefroid Chapelle's nomination, which had technically come in after 
the deadline, he amends his motion to include him as well. The 
candidates are:

- Chapelle, Godefroid
- Fulton, Jim
- Page, Rob
- Richter, Stephan
- Rush, Jeff
- Seaver, Tres
- Souza-Leite, Aroldo

The treasurer seconds the motion which is passed unanimously. The 
chairman will send an email to the foundation list announcing the 
election result, and the new board will be seated after a membership 
vote at the general meeting on 03/22.

The chairman discusses the current and future makeup of the repository 
committee membership. Currently, Jim Fulton, Jens Vagelpohl, Andreas Jung
and the chairman himself handle contributor applications or GitHub team 
membership requests. In order to make the current de-facto committee 
positions official, Rob Page moves to officially appoint Jim Fulton, Jens 
Vagelpohl, Andreas Jung and Tres Seaver as repository committee members.
The chairman asks Rob to amend the motion to include Marius Gedminas as 
committee member, he had expressed interest. Aroldo seconds the motion 
and it is passed unanimously.

Benji York has asked the board to remove his "manuel" software package 
from the list of official Zope Foundation software packages. He would like 
to move it to his own GitHub area for future development. This request
highlights the fact that there is no process for removing a software 
project from the Zope Foundation guardianship or even forking it. Jim 
wants to see some process or guidance for developers how to make such a 
move or fork obvious and ensure that the moved/forked package makes no 
assertions about Zope Foundation ownership anymore. After a lengthy 
discussion the chairman asks for a motion to firstly officially declare 
the "manuel" project as released from Zope Foundation guardianship, 
and secondly to ask the repository committee to develop a policy for 
project removal or forking. Rob Page introduces the motion as per the 
chairman's request and Jeff Rush seconds it. The motion passes 
unanimously.

Aroldo asks to add the new incoming board members to the board's 
mailing list, which is normally only done after the new board has 
been seated. Rob Page moves to waive this restriction and add Stephan 
Richter, Jim Fulton and Godefroid Chapelle to the board mailing list 
now as listeners without voting power. The treasurer seconds the motion 
and it passes unanimously.

The chairman will add Stephan Richter and Marius Gedminas to the "Owners"
team for the "zopefoundation" GitHub organization so they can perform 
GitHub tasks as part of their new repository committee membership.

Jim Fulton speaks up and suggests the Zope Foundation pay for the
smallest available paid GitHub account in order to create a private 
repository for the authors.txt file needed for moving repositories from 
svn.zope.org to GitHub. Aroldo introduces a motion as per Jim's request, 
it is seconded by the treasurer and passes unanimously. However, after 
a quick review of the pricing options the expense seems too big for 
just one private repository, so the chairman proposes to table the 
issue and come up with a revised proposal for the first board meeting 
after the general meeting.

As last item, Jim requests the minutes to reflect that the board is 
actively considering Matthew Wilkes' proposal regarding GitHub team 
reorganization in order to work around GitHub deficiencies. The chairman
refers the topic to the repository committee.


Arranging the next meeting date
-------------------------------
Since this is the last board meeting before the new board is seated 
the next meeting date will be decided by the new board.


Adjournment
-----------
The chairman declares the meeting adjourned at 21:00 UTC.

These minutes were written by the secretary, Jens Vagelpohl, 
according to the notes taken during the meeting by Tres Seaver.

These minutes were posted to the foundation-board at zope.org mailing
list and approved by all participating directors on March 16, 2013.

The chairman bid the secretary keep these minutes on file.