Humanitarian OSM Team/Meetings/Members 16 October 2012

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Meeting of the HOT members on Tue 16th October 2012


Articles of association amendments

IRC log from the first meeting at 6AM GMT:

07:01 wonderchook: hey guys
07:01 harry-wood: hello
07:02 wonderchook: so this is the first of three meetings to discuss the changes to the articles of association and bylaws for HOT
07:04 harry-wood: bit is there anyone else here for it?
07:04 harry-wood: I saw springmeyer entering
07:05 springmeyer: too tired to add much, but yes, here
07:06 Eugene: I'm here too :) Hello everyone!
07:06 harry-wood: Hello Eugene
07:06 harry-wood: I'm also tired
07:07 : Schuyler [] entered the room.
07:07 Schuyler: hello
07:07 Schuyler: Team meeting right now, right?
07:07 harry-wood: yes
07:07 harry-wood: hello Schuyler
07:07 Eugene: Hello!
07:07 harry-wood: (we didn't really get going yet)
07:08 wonderchook: right
07:08 wonderchook: though I think this is mostly supposed to be an open forum
07:08 harry-wood: This would be quite a good time for me. 7AM UK time. �except I only got to bed at 3AM
07:09 pnorman: wonderchook: tired of flights now?
07:09 harry-wood: you all tired from SOTM PDX too hey?
07:09 wonderchook: I slept from 2pm-6pm today and 8pm-1:30am
07:09 wonderchook: so I'm just timezone confused=D
07:10 pnorman: i managed to get a cold and i lost my voice from doing two sessions. also talking at the drunk working group meeting at the bar
07:11 Schuyler: the drunk working group is the best working group
07:11 harry-wood: hehe
07:12 harry-wood: good conference then?
07:12 pnorman: ya. and I got geotagged photos for the drive up. two full camera batteries worth of them.
07:14 harry-wood: So� I guess we're not expecting anyone else
07:14 harry-wood: "To facilitate discussion of this change to the Articles of Incorporation, we are going to hold several sessions on IRC on 16 Oct 2012. This will give you all an opportunity to a) read or hear the proceedings from the HOT board meeting that recommended changes to the Articles of Incorporation and Bylaws; b) pose questions; c) make comments, and d) vote on this recommendation."
07:16 harry-wood: I failed to attend board meeting myself. Apologies again for this
07:18 wonderchook: yeah, so basically the bylaws/articles of amendment have been shared with everyone
07:18 wonderchook: but there needs to be open discussion about them
07:18 wonderchook: for them to be adopted
07:19 Schuyler: has everyone here read the proposed changes?
07:20 Schuyler: if not, does anyone need a link to the documents?
07:20 wonderchook: here is the link to the articles of amendment: GDOCS EDIT LINK REDACTED
07:21 wonderchook: here is the redlined version: GDOCS EDIT LINK REDACTED (note you have to download the document to see the redline but it works in Open Office and Word)
07:21 wonderchook: same deal with bylaws, regular version: GDOCS EDIT LINK REDACTED
07:22 wonderchook: redlined version which requires download: GDOCS EDIT LINK REDACTED
07:29 wonderchook: hey Eugene, since you are the only board member we know is here. Any questions? Concerns?
07:30 Eugene: Well...
07:31 wonderchook: not to call you out=D
07:34 : springmeyer left the room (quit: Quit: springmeyer).
07:34 Eugene: :) In AoA in part "the Corporation shall have full power and authority" ... "to collect books, manuscripts, etc". Probably some data or imagery should be expressly included in this list?
07:36 pnorman: I can't seem to open or download the docs
07:37 wonderchook: pnorman are you getting a permissions error or something else?
07:37 wonderchook: Eugene, so I'm not sure we'd be collecting imagery and then donating it to universities though
07:37 wonderchook: I think it is covered by section D for us receiving the imagery
07:38 pnorman: D covers donated stuff
07:40 Eugene: wonderchook: Probably, but I was referring to part where we donate data to "other institutions and organizations".
07:42 wonderchook: would we actually be donating data specifically to an organization though?
07:42 wonderchook: meaning the data is open
07:42 wonderchook: so by default anyone can use it
07:43 Eugene: Example: HOT buys some data/imagery and donates it to SBTF/CrisisMappers/OSMF. In my opinion, it is more related to C than do D.
07:45 wonderchook: okay
07:45 wonderchook: so, how about I note that you think that we should look into adding that to the articles?
07:46 wonderchook: because it isn't actually a change we are looking to agree to, it is something that has been there for a while
07:46 wonderchook: and we will be doing a review of the articles/bylaws later
07:46 wonderchook: but part of the reason we are having these meetings is that time is running out on applying for tax exempt status
07:47 wonderchook: there is other stuff people would like to change as well. but I think mostly the issue is when the articles/bylaws were written a lot of people either weren't members or didn't read them
07:47 Eugene: No problem. In my view it is just a small amendment and it doesn't change much anyway.
07:49 wonderchook: okay cool=D
07:50 harry-wood: any other points Eugene?
07:50 Eugene: I dont' really like the last sentence in 3.3 of Bylaws.
' harry-wood: 3.3 Removal of Directors. Voting members shall be permitted at any special or regular meeting by a majority vote, once a quorum of at least one-third (1/3) of voting members is established, to remove any director with or without cause, effective immediately, and at the same or another meeting, by majority vote, to elect his or her successor to complete the unexpired term. There is no requirement that he or she be given an opportunity to be heard or represented at such meeting
'' : 07:51
07:51 Eugene: Yes. It's a bit unfair to avoid hearing or representation of Director in case of his removal.
07:53 harry-wood: the direct would be able/allowed to attend the special / regular meeting in this situation I suppose
07:54 harry-wood: but it would not be *required* that they are heard
07:54 harry-wood: probably this protects against the director not showing up, thereby holding things up
07:55 harry-wood: (which could be even more unfair)
07:56 wonderchook: yeah, I believe so
07:56 wonderchook: but I suppose it does mean the 1/6th of the membership can vote out a director
07:56 wonderchook: if I read it right
07:56 Eugene: If they are not required to be heard, what is the point of their attendance? If the director is not here, then that's his own problem. But if he is on meeting, he should be able to express his opinion.
07:56 wonderchook: well if it is majority on the quorum �of 1/3
07:57 harry-wood: he should be able to express his opinion yes. and *would* be able to, by any reasonable manner of conducting a meeting
07:58 pnorman: I think Robert's would require he can express his opinion if he attends
07:59 Eugene: It's a bit funny - he can express opinion but at the same time "There is no requirement that he or she be given an opportunity to be heard ".
08:00 harry-wood: I think the point is the membership has the power to make these kinds of changes by vote at a meeting. We're assuming that the membership don't suffer from some sort collective insanity and start doing such things without hearing people's side of the story. But to *require* that the membership hears it� require in the fundamental rules of the organisation�. would be too heavy
08:01 Eugene: Yes, I agree. But "not requiring" is too heavy, too. So I would simply remove this sentence.
08:04 wonderchook: okay Eugene, I'll investigate with the lawyer
08:04 wonderchook: there are some things in the articles that are there for legal reasons
08:04 wonderchook: but others that are probably left over from me writing the originals
08:04 wonderchook: which were taken from another non-profit
08:04 Eugene: Okay.
08:05 harry-wood: I imagine it's boilerplate text written by generations of lawyers in dusty rooms who've seen these things go wrong, and are trying to cover all awkward edge cases
08:05 Eugene: :)
08:07 harry-wood: We're not discussing something which is being amended here anyway hey?
08:08 Eugene: I was reading the non-redlined version :)
08:08 harry-wood: any major issues which would block us ratifying the amendments?
08:09 Eugene: I don't see such.
08:09 : jgc [] entered the room.
08:10 harry-wood: ok. So wonderchook, how do you see the voting working?
08:11 wonderchook: hmmm that is a good question
08:13 harry-wood: Is it just a quick straw poll to make sure most people are in favour?
08:13 Schuyler: presumably we do it the same way as the board elections, right?
08:13 wonderchook: well, I think we need to state that the HOT board recommends the articles/bylaws be accepted
08:14 wonderchook: well, I'm not sure Schuyler because in John's email it said to vote during the meeting
08:14 harry-wood: jgc entered I notice. You here John?
08:15 aude: awww, i missed meeting?
08:16 : pgiraud [] entered the room.
08:16 harry-wood: Perhaps we can ask people to state their vote in the meeting, or by emailing john (the secretary) separately *if* for some reason they prefer
08:17 harry-wood: hi aude
08:17 wonderchook: yes sounds fair to me
08:17 wonderchook: aude: yes it started a hour and 15 minutes ago
08:17 wonderchook: I didn't realize it myself until I checked the timezone link
08:17 wonderchook: but if you have questions we can discuss/answer
08:18 aude: no, the bylaws look good to me
08:18 harry-wood: OK so the board all agreed to, and collectively recommend, the amendments.
08:18 harry-wood: but for the minutes let me just say...
08:18 harry-wood: I vote "for" ratifying the amendments
08:19 wonderchook: harry-wood: as an individual member (just clarifying since you are also on the board)
08:21 harry-wood: yes. guess my vote counts as one member vote (nothing special)
08:21 harry-wood: and you wonderchook? will you be voting for or against today?
08:22 wonderchook: well, I figured I had 3 meetings to vote
08:22 wonderchook: but yes, I am voting for
08:22 Eugene: I vote "for" ratifying the amendments.
08:23 : jgc left the room (quit: Ping timeout: 480 seconds).
08:27 harry-wood: ok that's three votes so far. So it's easiest if people state their vote in the meeting (on IRC) but you can contact John Crowley with your vote if you'd prefer to do it that way for some reason.
08:27 wonderchook: and there are also 2 more meetings today
08:28 wonderchook: the next one is at 14:00 GMT
08:28 wonderchook: the final one at 22:00 GMT
08:28 harry-wood: six and half hours time right?
08:29 harry-wood: pnorman, Schuyler, aude, anything to add?
08:31 aude: no
08:31 aude: can try to attend again later
08:31 aude: votes for ratifying the amendments :)
08:32 : jgc [] entered the room.
08:35 harry-wood: OK i'm leaving this chat window open for a bit for any further responses, but I think we can basically wrap things up
08:35 harry-wood: anything further wonderchook?
08:35 wonderchook: yeah, I think we are good
08:35 wonderchook: we should post this chat on the wiki somewhere
08:36 harry-wood: shall I post IRC logs on the wiki?
08:37 wonderchook: that would be great
08:37 wonderchook: so I think we can call this meeting finished
08:38 wonderchook: but if peopel want to vote they can email john
08:38 wonderchook: or join one of the later meetings

IRC log from the second meeting at 14:00 GMT:

14:29 ': wonderchook [] entered the room.
14:40 harry-wood: T minus 20 minutes for the next members meeting
14:42 wonderchook: harry-wood: I'll be on for 30 minutes of it
14:42 wonderchook: I realized without a teleporter I need to leave for a meeting
14:43 harry-wood: oh ok
14:43 wonderchook: or to get up earlier and rearrange myself, but that just wasn't feasible=D
14:51 : humberto_yances [~humberto@] entered the room.
15:00 wonderchook: and it is time for the 2nd meeting to discuss the bylaws and articles of amendment to begin
15:03 wonderchook: so the board of directors of HOT had a meeting and agreed to put forth the articles and bylaws to the membership for vote
15:03 wonderchook: in order to do this properly we are having a series of meetings to discuss and vote
15:03 wonderchook: all current HOT members should have received an email about it
15:06 : IknowJoseph [] entered the room.
15:07 wonderchook: hi IknowJoseph, we were just getting started
15:08 IknowJoseph: thanks for the email reminder :)
15:08 wonderchook: I do what I can
15:08 wonderchook: do you have any questions about the amendments, process etc?
15:09 wonderchook: I've been talking to myself so far
15:09 IknowJoseph: I didn't have any questions
15:09 harry-wood: I'm here too
15:09 aude: hi again
15:10 pgiraud: hello all
15:10 IknowJoseph: but I haven't paid it a massive amount of attention so far (shamed)
15:10 IknowJoseph: hi all
15:10 wonderchook: well, basically I wrote the original bylaws and articles of incorporation
15:10 wonderchook: and well..I'm not a lawyer
15:11 wonderchook: so there were changes that needed to happen to make it inline with HOT becoming tax exempt
15:11 wonderchook: and to do the process properly, we need to have a series of meetings where members can ask questions and vote
15:11 pgiraud: same shame for me
15:12 pgiraud: I don't have any questions
15:12 pgiraud: and I actually trust you
15:12 wonderchook: =D
15:12 pgiraud: and the other members
15:12 wonderchook: basically HOT is going to submit tax exempt paperwork at the end of November
15:12 wonderchook: that will make us eligible for certain types of grants and corporate donations if we choose
15:12 pgiraud: which is great
15:12 IknowJoseph: so I found the articles of ammendment in my email:
15:13 IknowJoseph: and also, I was trusting them in charge to do it all properly :)
15:13 wonderchook: and it is fine if that is how you guys feel about it
15:14 wonderchook: so what we did in the last meeting was just had people say they were in favor of the changes
15:14 wonderchook: e.g. "I'm in favor of the changes"
15:14 wonderchook: and considered that approval for individuals
15:14 wonderchook: aude do you have questions?
15:14 IknowJoseph: is there a document that shows the changes redlined or such?
15:14 wonderchook: yes, let me get the link
15:15 pgiraud: *I vote in favor of the changes*
15:15 wonderchook: redlined articles:
15:15 wonderchook: redlined bylaws:
15:15 wonderchook: you have to download the documents to see the redlines
15:15 wonderchook: but it works in Word and Open Office
15:15 harry-wood: *I vote in favor of the changes* �but I already voted in the last meeting
15:16 IknowJoseph: is this the same as a previous redlined document that we looked at in a HOT chat once?
15:16 aude: too
15:16 IknowJoseph: I remember there was one that didn't appear different until I downloaded it
15:16 harry-wood: iknowjoseph: yes. You have to download it
15:17 aude: is fine with the changes and hopes the IRS process is relatively quick
15:17 wonderchook: aude too meaning you are also in favor of the changes?
15:17 wonderchook: ah okay, awesome aude, thanks!
15:17 harry-wood: dont think there was any changes since it was discussed in HOT chat hey wonderchook?
15:17 aude: wonderchook: yes
15:17 wonderchook: nope no changes since the HOT chat
15:17 IknowJoseph: Ok, ace, that means I've read it already :)
15:17 IknowJoseph: in that case
15:17 IknowJoseph: I'm in favour of the changes
15:17 wonderchook: people can also email the board to approve the changes or not approve if they prefer
15:18 wonderchook: specifically john
15:18 wonderchook:
15:19 humberto_yances: *I vote in favor of the changes*
15:19 : ivansanchez [] entered the room.
15:21 wonderchook: hey ivansanchez we were discussing the changes and people were approving if they were ready
15:21 wonderchook: or asking questions
15:22 ivansanchez: AFAIK the proposed changes are just the usual needed bureucracy, and I'm OK with them
15:23 wonderchook: okay, works for me=D
15:23 ivansanchez: :-)
15:24 ivansanchez: I will use this opportunity to show my interest for a "HOT vacation" on indonesia, altough I could only fit it in December
15:25 harry-wood: Yeah never mind this "internships" stuff, how about vacations?
15:26 ivansanchez: I dunno, I just saw the term "vacation" somewhere in the HOT website
15:26 harry-wood: My girlfriend does keep suggesting going on holiday to indonesia. Pretty sure she didn't have any mapping parties in mind though
15:27 ivansanchez: heh
15:27 wonderchook: ha, well so far nobody has applied for a HOT vacation
15:27 wonderchook: and our workshop in bali was last week;0
15:28 IknowJoseph: So I left Indonesia the day before everyone went to Bali - met a guy in the airport who spent about an hour telling me how amazing Bali was
15:28 IknowJoseph: didn't really enjoy talking to him..
15:28 harry-wood: hehe
15:28 wonderchook: I knowJoseph you got to eat a Big Mac at 4am in Jakarta, don't know what you are complaining about;)
15:29 : springmeyer [] entered the room.
15:29 IknowJoseph: haha, it would have been more special if I hadn't been having regular secret Big Macs from the same McDonalds :D
15:30 wonderchook: ha
15:31 wonderchook: anyway I have to sign off and run to a meeting
15:31 wonderchook: if other people have questions you can always email me, ask and harry-wood will answer or come to the next meeting in 7.5 hours
15:33 harry-wood: I will paste the IRC logs again
15:33 wonderchook: sweet thanks!
15:33 : wonderchook left the room.

IRC log for the 3rd meeting 22:00 GMT:

22:58 wonderchook: meeting in 3 minutes to discuss the amendments to the articles and bylaws
23:00 : mkl1 [~mikel@] entered the room.
23:03 wonderchook: okay so time to start the meeting
23:03 wonderchook: anyone here who has questions about the articles of amendment or the bylaw changes?
23:03 wonderchook: here are the redlined articles of amendment: (note you have to download them to be able to see the redlines)
23:04 wonderchook: here are the redlined bylaws:
23:07 wonderchook: oddboy are you here for the meeting?
23:09 pierzen: yes, reading
23:09 pierzen: I voted by email. Do I to revote?
23:10 : chippy left the room (quit: Quit: â�º).
23:11 wonderchook: pierzen you revote just here
23:11 wonderchook: or you can email your vote
23:11 wonderchook: we didn't do thingsin the right order last time
23:12 pierzen: *I vote in favor of the changes*
23:12 wonderchook: perfect, thanks pierzen
23:13 harry-wood1: hello again
23:14 harry-wood1: just pierzen with us this time?
23:15 : CanoeBerry left the room (quit: Ping timeout: 480 seconds).
23:18 : oddboy left the room (quit: Quit: oddboy).
23:20 wonderchook: so far yes that is the case harry-wood
23:21 wonderchook: harry-wood1 ^^^^^^
23:22 harry-wood1: well� that's about all we need to talk about then. Piezen votes in favor. We're done!
23:24 pierzen: bye
23:34 : ivansanchez left the room (quit: ).
23:35 wonderchook: by pierzen
23:35 wonderchook: bye
23:35 wonderchook: I mean
23:35 wonderchook: =D
23:35 pierzen: :)

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