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Zope Foundation Board of Directors meeting minutes - 2010-11-30

Date and Time: Tuesday, November 30, 2010 14:00 UTC
Location: IRC meeting, irc://irc.freenode.net/#zope-foundation
Directors Present:
- Jung, Andreas
- Poster, Gary (Treasurer)
- Seaver, Tres (Chairman)
- Theune, Christian
- Vagelpohl, Jens (Secretary)

Guests present:
- Groszer, Adam

- Call to Order and welcome to any guests
- Treasurer's report
  - treasurer turnover process
- Membership committee
  - new members since last meeting
- Repository committee
  - new committers since the last meeting
  - repository policy monitoring and community communication
- Message/communications
- Projects
  - website progress
- Tabled items
  - domain name transfer Zope Corporation to Zope Foundation
  - migrating the SVN repository to a ZF-controlled host
- New Business
  - intangible asset valuation: Putting a value to the ZF IP
    like the Plone Foundation has done[1]
  - vote on asking the treasurer to purchase a subscription for
    QuickBooks Online Essentials to do our bookeeping
  - vote on engaging the previous accountant to handle tax filings
    and help with the non-profit application
  - vote on pursuing the non-profit status if we did not have such
    a vote in previous meetings
  - vote on pursuing the non-profit status application based on
    the old bylaws, or restart it with the new bylaws, which may
    require redoing all filings since the initial application
  - vote to ask the treasurer to inquire about nonprofit status
    application fees and inform the board, and to allow the
    treasurer to proceed should no objection be raised by other
    board members
  - vote to ask the treasurer to determine the cost of filing the
    2010 tax returns with the previous accountant, and to allow the
    treasurer to proceed should no objection be raised by other
    board members
- Arranging the next meeting date
- Adjournment

Call to Order
The chairman calls the meeting to order at 14:03 UTC and
welcomes Adam Groszer as guest.

Treasurer's report
Turnover of accounting and the nonprofit application have led
the treasurer to communicate with the previous treasurer, Rob
Page, and the accountant who handled ZF business before the
current board was seated, Sean O'Connell. His discussions have
led to a series of action items and votes that are detailed under
New Business below.

Membership committee
No new members have joined the foundation since the last board

Repository committee
Matthias Broquet has been signed up as new contributor.

Charlie Clark is still working on a better report format to
provide a more obvious warning to project authors. Any further
steps are currently stalled on this item.

The chairman notes that he has seen several repository checkins
where projects appear to have been updated to conform to the
repository policy guidelines by someone other than an active
project developer. Christian Theune will check on the person in
question to avoid projects that are otherwise dead from becoming
hard to distinguish from active projects just because of
repository guideline updates.

The chairman brings up the issue of promoting the community
calendar website[2]. Andreas Jung will ensure Michael Haubenwallner
adds prominent links to the calendar site from the new zope.org

Andreas Jung reports that Michael Haubenwallner and Johannes
Raggam are still working on the site. They are very close to the
final design. A demo site is available at http://zopeorg.d2m.at/
The goal remains a switchover before the end of December.

Tabled business
The domain name transfer and Subversion repository move
items remain tabled.

New Business
Following up on an action item from the last meeting, Christian
Theune regrets that his chosen volunteer for doing a simple
valuation of Zope Foundation IP has not had the time to do so.
The chairman volunteers to continue work on this item and
update both Xavier Heymans and the board on his results.

To revive the stagnated nonprofit application process and to
fix up accounting for the current year a number of motions are

The secretary introduces a motion directing the treasurer to
purchase a subscription for QuickBooks Online Essentials for
Zope Foundation accounting purposes. The desired subscription
level allows up to three accounts and costs $24.95/month.
According to the treasurer, this subscription allows a direct
import of the Peachtree accounting file we have from the previous
treasurer. The motion is seconded by Christian Theune and passes

The treasurer moves to officially hire Sean O'Connell to
continue working as Zope Foundation accountant and handle
both our taxes as well as the nonprofit application. During
a short discussion both the treasurer and the chairman note
that he can be very hard to get hold of, but we hope with the
official go-ahead from the board he will become more responsive.
The motion is seconded by the secretary and passes unanimously.

Another motion deals with the nonprofit application itself.
Trying to find a suitably worded motion brings up several
discussion points.

The board has the choice to either continue the current
application, which has been made when Zope Corporation had
special rights enshrined in the bylaws and which therefore
raises a much higher level of scrutiny by the IRS, or to file
a new application under the new bylaws. However, a new
application may also imply that the ZF did not have any nonprofit
status between the filing date of the original application and
the filing date of the new application, potentially causing
financial damage through back taxes and tax penalties. However,
after speaking with the accountant the treasurer believes this
may not be the case.

To cover all concerns, the treasurer moves that the board
empower the treasurer to restart filing for the foundation's
non-profit status, if the accountant indicates that we are not
at significant risk of paying taxes for previous years and the
total filing cost is less than USD $1000. The motion is
seconded by the secretary and passes unanimously.

To get traction on the upcoming 2010 tax filing, the treasurer
also moves to hire Sean O'Connell to file our 2010 taxes, if
the total filing cost is less than USD $200. The motion is
seconded by the secretary and passes unanimously.

After these motions the chairman asks the secretary to
produce a document on Zope Foundation letterhead summarizing
both the nonprofit-related and tax-related motions and
send it to the new accountant, Sean O'Connell, for his files.

Arranging the next meeting date
The vice chair will set up a Doodle to plan the next meeting date.

The chairman adjourns the meeting at 14:52 UTC.

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

These minutes were posted to the [email protected] mailing
list and approved by all participating directors on December 2, 2010.

The chairman bid the secretary keep these minutes on file.

[1] http://plone.org/foundation/materials/foundation-resolutions/valuation-of-plone-intellectual-property

[2] http://calendar.zope.org