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Privly Foundation Minutes 9-18-12

on Wed, 09/26/2012 - 17:36

Privly Foundation Board Meeting

Approved Minutes of a Meeting of the Board of Directors

9/18/2012
Called to Order at 3:10 PM, PDT at 1028 Southeast Water Avenue #130  Portland, OR 97214
Directors Present: Sean McGregor, Carlos Jensen, and Leslie Hawthorn
Presiding: Sean McGregor
Recording: Sean McGregor


Old Business

None


New Business

Adopting Bylaws

Sean McGregor opened the meeting with introductions. Next Sean reviewed the proposed bylaws, which were repurposed from the Drupal’s bylaws. There was some concern regarding the maximum number of board members being too high, but there is no requirement to have more than 3 board members.

Offering Motion: Sean
Motion: That we approve the bylaws, with Sean McGregor serving as Founding Director, President and Secretary, Carlos Jensen serving as Treasurer and a Class 1 director, and Leslie Hawthorn serving as a Class 1 director.
Seconded: Leslie
Vote: Unanimously in favor
Attachment: ByLaws

Adopting Conflict of Interest Policy

The directors present discussed the conflict of interest policy. The expectation with the conflict of interest policy is that conflicts are disclosed on a private email list in writing to the entire board.

Offering Motion: Sean
Motion: That we approve the conflict of interest policy.
Seconded: Carlos
Vote: Unanimously in favor
Attachment: Conflict Of Interest Policy

Overview of Goals

Directors present discussed the description of the organization contained in the pending IRS filing.

Adopting Document retention policy

Directors present discussed the document retention policy. Leslie is going to call on some contacts for secured email hosting.

Offering Motion: Sean
Motion: That we approve the Document Retention Policy
Seconded: Leslie
Vote: Unanimously in favor
Attachment: Document Retention Policy

Administrative Authorization

Directors discussed the pro-bono offer of McGregor & Associates, Inc to manage the finances of the Privly Foundation. M&A is a professional third-party administration firm, with in-house Certified Public Accountants. All services will be provided pro-bono, at cost. Sean recuses himself due to a conflict of interest. The proprietor of M&A is Sean’s father.

Offering Motion: Leslie Hawthorn
Motion: That we approve IRS Form 2848 Power of Attorney and Administrative Authorization
Seconded: Carlos Jensen
Vote: Carlos and Leslie in favor, Sean Abstains
Attachment: IRS Form 2848 Power of Attorney, Administrative Services Agreement

IRS Filing Approval

Sean outlined the Privly Foundation’s IRS filing. We are delaying approval of the “IRS Form 1023 Attachment Description and Discussion” pending a possible issue with 501 (c) 3 open source projects.

State of the Project Update

Sean lead a discussion of the state of the project, including information on:

  • Software
  • Community

License transfer

Sean outlines the Privly projects he has developed with the help of several contributors, including:

  • Privly-Web
  • Privly-Firefox
  • Privly-Chrome
  • Privly-Opera
  • Privly-Safari
  • Privly-Library
  • Privly-Test
  • Privly-Firefox
  • Privly-Organization
  • Privly-Library-Gem
  • Privly-ios
  • Privly-ie
  • Privly-Greasemonkey
  • Privly-Android

The board discusses the future of each project. Sean recuses himself due to a conflict of interest (the license is currently in his name).

Offering Motion: Carlos
Motion: That the Privly Foundation assumes the license of all code currently associated with the Privly Project
Seconded: Leslie
Vote: Carlos and Leslie in favor, Sean Abstains

All the repositories are currently licensed under an MIT license. At a future meeting, we will consider the benefits of changing to another widely accepted open source license.

Board of Advisers

The board entered closed session to discuss inviting people to join the board of Advisors of the Privly Foundation. Several names were floated, the qualifications of the potential advisers will be circulated among the board members via email before approaching anyone to join the board of advisors.

Several areas of expertise are presently required by the project, including:

  • Law
  • Copyright
  • Marketing
  • Promotion
  • Crypto
  • Running server security
  • Donor management

Board of Directors Nominations

The board entered closed session to discuss the potential nomination of additional class 1 board members.

The board then discussed the process for adding Privly development community members to the Privly Foundation board.

In both cases the consensus was to wait until after a broader launch of an Alpha version.

“Exemplar Providers” Concept Discussion

Sean outlined the Exemplar Provider concept, which is to foster the growth of commercial and non-profit hosts adhering to a set of guidelines. In exchange for following Privly’s guidelines, these Exemplar providers would receive official listing on the Priv.ly website, and default whitelisting within the Privly network of extensions. A (non-exhaustive) list of possible hosting requirements are:

  • Hosting Jurisdictions - Where can’t servers be located?
  • Domains - Which top level domains are acceptable?
  • Hosting Provider Type - Private Servers, Virtual Private Server, Cloud Hosting?
  • Transport Protocol - Require SSL
  • Monetization - Paid hosting, Advertising?
  • Capitalization - How much should the organization risk financially if they violate these guidelines?
  • Terms of Service- Can they modify the standard Privly Terms of Service?
  • Server Logging - What logs can the server maintain?
  • Required User Disclosures - What do they have to tell their users about their service?
  • DMCA Compliance - Do we allow non-DMCA providers?

The board made no motion regarding the concept, and will revisit it when a Beta release is imminent.

Alpha Launch

Sean discussed the state of the software and indicated that it is ready for an Alpha release. The board recommended declaring a closed Alpha, and only admitting developers for a period of time.

Adjournment

Having lasted more than three hours, the board adjourned at 6:15 PM, PDT. The remaining business will be conducted electronically in the coming weeks.