Subversion Corporation: Members Meeting 13 March, 2010 The first part of this file records the agenda for the meeting, and is filled piecemeal as the meeting approaches. The second part is the minutes, filled in after the meeting is held (search for "Minutes:"). Agenda: ======= * Pre-meeting proxy assignments (to be validated against attendees): Jani Averbach (jaa): proxied by C. Michael Pilato Jim Blandy (jimb): proxied by Karl Fogel Paul Burba (pburba): proxied by C. Michael Pilato Stephen Butler (sbutler): proxied by C. Michael Pilato Justin Erenkrantz (jerenkrantz): proxied by C. Michael Pilato Brian Fitzpatrick (fitz): proxied by C. Michael Pilato Julian Foad (julianf): poxied by Hyrum Wright Karl Fogel (kfogel): proxied by C. Michael Pilato Vlad Georgescu (vgeorgescu): proxied by C. Michael Pilato David Glasser (glasser): proxied by C. Michael Pilato Lieven Govaerts (lgo): proxied by Justin Erenkrantz (backup: cmpilato) Neels J. Hofmeyr (neels): proxied by C. Michael Pilato Greg Hudson (ghudson): proxied by C. Michael Pilato Bert Huijben (rhuijben): proxied by Hyrum Wright (backups: kfogel, cmpilato) Erik Hülsmann (dionisos): proxied by C. Michael Pilato David James (djames): proxied by C. Michael Pilato Kamesh Jayachandran (kameshj): proxied by C. Michael Pilato Stefan Küng (steveking): proxied by C. Michael Pilato Philip Martin (philip): proxied by C. Michael Pilato Joe Orton (joe): proxied by C. Michael Pilato Mark Phippard (markphip): proxied by C. Michael Pilato Dan Rall (dlr): proxied by C. Michael Pilato Garrett Rooney (rooneg): proxied by C. Michael Pilato Senthil Kumaran S (stylesen): proxied by C. Michael Pilato Peter Samuelson (peters): proxied by C. Michael Pilato Stefan Sperling (stsp): proxied by C. Michael Pilato Sander Striker (striker): proxied by C. Michael Pilato Jeremy Whitlock (jwhitlock): proxied by C. Michael Pilato Blair Zajac (blair): proxied by C. Michael Pilato Ivan Zhakov (zhakov): proxied by C. Michael Pilato * Quorum scorecard: 40 Active Members. Need 75% for dissolution passage, which would be 30 members. * Vote to approve minutes of previous meeting(s): 2009-03-21-members-meeting.txt * Director reports: President - source code relicensed to Apache License v2 - Subversion joined ASF incubator in Nov. 2009 - graduated in Feb. 2010 - trademark migration to ASF report Treasurer - only income this year was $500 for GSoC participation - 2007, 2008 income taxes, payments, and penalties filed - CollabNet paid for professional accountants to handle this - IRS has received but not processed them - CA Franchise Tax Board has received but not processed them - 2009 income taxes to be filed by March 15 (as "final return"?) - begun researching legal dissolution steps * Vote for membership of candidates: (No candidates since last Members Meeting.) * Vote on Board recommendation that, as the purpose of the Subversion Corporation has become irrelevant in light of the recent move of the Subversion project to the Apache Software Foundation, the Corporation be dissolved. * If aforementioned dissolution matter passes, vote on Board recommendation that the Membership empower the Board to do whatever is necessary to legally dissolve the Corporation in accordance with the previously expressed desires of said Membership: - Transfer of existing Subversion-related IP (trademarks, etc.) to the ASF - Transfer of the domain names currently held by the Corporation (subversion.com, subversion.net, subversion.org) to the ASF - Transfer of any liquid assets (after tax payments and other dissolution costs as necessary) to the Software Freedom Law Center in the form of a monetary donation * Board recommendation that the currently sitting Board be re-elected as-is strictly as a convenience given the number of in-process activities and in light of the expected dissolution of the Corporation. - or - Election of new Board of Directors -*- -*- -*- -*- -*- -*- -*- -*- -*- -*- -*- -*- -*- -*- -*- -*- -*- -*- -*- Minutes: ======== 1. Call to Order Hyrum Wright called the meeting to order at 10:35am PST. 2. Roll Call Directors present: Hyrum Wright (hwright), President Ben Collins-Sussman (sussman), Secretary C. Michael Pilato (cmpilato), Treasurer Mark Phippard (markphip) Directors absent: Jim Blandy (jimb) Members: Arfrever Frehtes Taifersar Arahesis (arfrever) Jani Averbach (jaa): proxied by C. Michael Pilato Paul Burba (pburba): proxied by C. Michael Pilato Stephen Butler (sbutler): proxied by C. Michael Pilato Branko Čibej (brane) Justin Erenkrantz (jerenkrantz): proxied by C. Michael Pilato Brian Fitzpatrick (fitz): proxied by C. Michael Pilato Julian Foad (julianf): poxied by Hyrum Wright Karl Fogel (kfogel): proxied by C. Michael Pilato Vlad Georgescu (vgeorgescu): proxied by C. Michael Pilato David Glasser (glasser): proxied by C. Michael Pilato Lieven Govaerts (lgo): proxied by C. Michael Pilato Neels J. Hofmeyr (neels): proxied by C. Michael Pilato Greg Hudson (ghudson): proxied by C. Michael Pilato Bert Huijben (rhuijben): proxied by Hyrum Wright Erik Hülsmann (dionisos): proxied by C. Michael Pilato David James (djames): proxied by C. Michael Pilato Kamesh Jayachandran (kameshj): proxied by C. Michael Pilato Stefan Küng (steveking): proxied by C. Michael Pilato Philip Martin (philip): proxied by C. Michael Pilato Joe Orton (joe): proxied by C. Michael Pilato Dan Rall (dlr): proxied by C. Michael Pilato Garrett Rooney (rooneg): proxied by C. Michael Pilato Senthil Kumaran S (stylesen): proxied by C. Michael Pilato Peter Samuelson (peters): proxied by C. Michael Pilato Stefan Sperling (stsp): proxied by C. Michael Pilato Sander Striker (striker): proxied by C. Michael Pilato Jeremy Whitlock (jwhitlock): proxied by C. Michael Pilato Blair Zajac (blair): proxied by C. Michael Pilato Ivan Zhakov (zhakov): proxied by C. Michael Pilato Guests: (none) At the current membership level of 40 Active Members, 34 members present directly or via proxy means that an unprecedented 85% of the active voting power was present for the meeting, well more than the 33% minimal requirement for quorum. 3. Minutes and Supplements from Previous Meeting Minutes from prior meeting unanimously approved. 4. Membership Activity (none) 5. Officer Reports A. President (Hyrum Wright) Hyrum reported that in the past year, the Corporation licensed all the Subversion code as Apache License v2. He noted that the Subversion project joined the ASF Incubator in November 2009 and graduated into top-level project status in February 2010. Hyrum is currently working with Karen Sandler (our attorney) to get the paperwork together for official dissolution of the Corporation, as well as for the transfer of Corporation assets (trademark, domain names) to the ASF. Hyrum notes that Karen has some some questions about how we wish to proceed regarding trademark maintenance and further registration, and he continues to work with her on those matters. B. Secretary (Ben Collins-Sussman) Ben reported that his primary focus for the past year has been the CLA collection matter which facilitated the transition into the ASF. C. Treasurer (C. Michael Pilato) Mike gave the financial report for the year: - $500 income from GSoC participation. - $3003 paid out in corporation taxes for 2007 and 2008, plus an additional $1324 in penalties and interest. - Current bank balance of $3088.09. Mike noted that CollabNet paid an accounting firm to get the corporation back on track tax-wise (thanks, CollabNet!), noting that when he last checked, the 2007 and 2008 payments had been received and processed by the tax bodies (the IRS and CA Franchise Tax Board) but the returns themselves had not yet been processed. Mike raised a matter of conscience regarding the $1324 in penalties and interest, citing his own negligence and inexperience as the reason for those penalties and his belief that he should personally bear the burden of those penalties. Nobody present agreed with Mike, and several of the meeting attendees expressed opposition to his reasoning, effectively expressing forgiveness to a very grateful and humbled Mike Pilato. Finally, Mike reported that he expects to submit the 2009 tax reports and payments on Monday, March 15, as required by law. 6. Old Business (none) 7. New Business Hyrum moved that the Membership vote on the Board recommendation that, as the purpose of the Subversion Corporation has become irrelevant in light of the recent move of the Subversion project to the Apache Software Foundation, the Corporation be dissolved. The motion passed unanimously with 34 votes. The Corporation Bylaws require 75% approval of the active voting power for the passage of this matter -- we had 85%. Hyrum moved that the Membership vote on the Board recommendation that the Membership empower the Board to do whatever is necessary to legally dissolve the Corporation in accordance with the previously expressed desires of said Membership, including: - transferring existing Subversion-related IP (trademarks, etc.) to the ASF. - transferring domain names currently held by the Corporation (subversion.com, subversion.net, subversion.org) to the ASF. - transferring any liquid assets (after tax payments and other dissolution costs as necessary) to the Software Freedom Law Center in the form of a monetary donation. - allowing the Board to empower specific individuals to sign the various documents to execute these wishes. The motion passed unanimously with 34 votes. Hyrum moved that the Membership vote on the Board recommendation that the currently sitting Board be re-elected as-is (strictly as a convenience given the number of in-process activities and dissolution matter). The motion passed unanimously with 34 votes. Brane suggested renaming the Corporation to the "Subversion Corp.se". No second was heard, so the motion was dropped. 8. Adjournment Meeting was adjourned by majority vote. ---------------------------------------------------------------------------- Recorded by: C. Michael Pilato, Treasurer Status: Not yet approved ----------------------------------------------------------------------------