Annual General Meeting - 2009-05-24

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Annual General Meeting minutes for Sunday, May 24th 2009, 2:00pm at
Location: Maritime Labour Centre
Previous: Annual General Meeting - 2008-02-26 | Next: Annual General Meeting - 2010-05-31


Contents

Welcome & Warmup

Introductions/attendance/roles

Attendance: Ryan Golbeck, Simon Pavitt, Mark Norman, Sean Hill, Joe Bowser, Joe W, Luke Closs, Adam Scriven, David Repa, Brian Hirst, Ashley Stevenson, Ifny Lachance, Chris Hooper, Christine Ho, Gregor Jahn, Patrick Chu, Alec Smecher, Devenne Drege (6 members present—quorum (minimum 3) reached)

Facilitator: Joe Bowser, Luke Closs

Regulator: Luke Closs

Scribe: Devenne Drege

Consensus Intro: Joe Bowser

Minutes Checker: Ashley Stevenson

Time Checker: David Repa

What is consensus?

  • Consent is given not taken.

Welcome

  • Get the regulator’s attention to get on the speakers’ list.

Haiku-rama

Warm up to get the juices flowing and meet your neighbour.

Read this year's Haikus.

Overview

Description of current governance, members

Presented by Sean

  • FG is legally governed over the BC Societies Act, Schedule B.
  • FG operates under a consensus model.

Q&A

Joe asks if a replacement should have been found for a board member who steps down.

  • Sean answers they could have, but didn’t because the upcoming AGM.

Joe requests to follow Robert’s Rules and call the AGM.

Christine asks who the members of FG are.

  • Sean answers that members consist of the people who signed the original incorporation documents, as well as past and present directors.

Reports

Financial Reports for 2009 — Presented by Sean H.

See complete report for details. (link to report)

Sean is asked if he is a professional bookkeeper or accountant.

  • Sean answers he is not an accountant, but acts as a layperson.

Adam asks if a bookkeeper/accountant has reviewed the reports.

  • Sean answers that we have a bookkeeper, however that person is also a professional accountant. This person has helped prepare the reports.

Sean reports FG’s revenue was greater than the projected amount. The majority of our income comes from the store and the remainder comes from recycling. Pick-up fees are still in bit of disarray. These fees will probably increase to about $1,000. Some people are using the online Paypal donation link, but majority of donations come from cash.

Sean reports FG’s largest expense is staffing. This expense doesn’t include upcoming benefits that will be added. Rent, maintenance, and renovations (mostly at the beginning of 2008) were also noteworthy. FG pays shipping costs for recycling. FG also pays for vehicle rentals (the reported number is a bit low). FG’s utility bills spiked this past winter and should be monitored next year.

Year balance sheet FG’s biggest liability is sales tax.

Questions

Adam asks if the Vancity grant is included in this report.

  • Sean answers that it is not. There is still $42,000 from the grant. It has not been drawn on yet.

Joe W. asks if other revenue sources have been looked at.

  • Sean answers other grants are options, but we haven’t really chased them.

Alec asks what the trends are.

  • Sean answers revenue for recycling has gone up. FG has been processing more equipment.
  • Ifny adds drop in commodities prices has not affected us too much. We rely most on gold revenue and its value has stayed fairly constant.
  • Sean answers lots of recent changes make some expenses difficult to gage and how these affect each other.

Communications/Events/Outreach/Workshops — Presented by Ifny

See complete report for details. (link to report)

Ifny reports FG has held a fair number of workshops. These included 15 software workshops. FG held weekly adoption workshops.

Ifny reports FG attended and held events throughout the year. Highlights included being a guest speaker at Interactive Screen new media summit in Banff AB, being featured in a history of waste exhibit at the Surrey Historic Farm, and co-sponsoring Richard Stallman speaking in Vancouver. Ifny has spoken at universities, institutions and clubs and has been trying to make ourselves visible in variety of areas.

Ifny reports FG won several awards in the past year. Among these, FG became an E-Steward under the BAN program, won a nonprofit achievement award from the Recycling Council of BC, and won an employer award from Gastown Vocational Services (a project of Vancouver Coastal Health).

Ifny reports FG was heavily covered in the media. There were countless blog entries; FG has high search engine optimization results for “computer recycling Vancouver”. FG has made appearances in various print media including Canwest, the Vancouver Sun, the Georgia Straight, and more. There was a combination of local, national, specialized, and some international coverage. There was also a fair amount of TV coverage including CBC and Dotto Tech. FG was featured on the radio regularly. FG’s film/prop rentals were also used several times in the past year.

Questions

Adam asks if we were getting listed in credits for prop rentals.

  • Ifny answers no, but that it's a good idea for future.

A question was asked about website traffic.

  • Ifny answers FG receives about 7,000 visitors every month to the site.

A question was asked if there are plans for new exposure.

  • Ifny answers yes, but we need to be careful to keep up with demand. FG has added stickers to all outbound machines.

Chris asks if there’s a plan for FG’s website.

  • Ifny answers there has been a longstanding plan for website redesign, just need to find time to do it. We do want to work on it.

Special Resolutions

Luke motions that no seconds are needed for motions to be carried.

  • Seconded by Ifny, motion carries

Luke motions that membership at Free Geek is free.

  • motion carries

Ifny motions that the present members shall agree to undertake decision-making by consensus during the AGM. (Grounds: Conduct at the AGM should reflect the reality of Free Geek’s decision-making methods.)

  • motion carries

Luke motions that for the duration of this AGM, the current Board of Directors shall defer their authority to the will and consensus of the current membership. (Grounds: board authority should not extend to its own makeup.)

  • motion carries

Luke motions for the duration of the AGM, the current members agree to respect and hearken to the consensus of individual people present who have been to 3 Free Geek meetings, have volunteered at Free Geek, and who may be considered to be in good standing. (Grounds: Conduct at the AGM should reflect the reality of Free Geek’s decision-making methods. The input of all present is welcome, but blocking privileges should require certain involvement with the organisation.)

  • motion carries

Ifny motions that the entire board shall step down from office during the AGM; if they wish they may run for re-appointment and be reselected by consensus.

  • motion carries

Luke motions that candidates shall retire during the discussion of appointments to the board. No minutes or notes of any kind shall be kept. (Grounds: allows for franker discussion and discretion, while respecting people’s feelings and protecting individuals from possible repercussions.)

  • motion carries

Luke motions that candidates shall nominate themselves. (Grounds: Endorsement should not interfere with evaluation; opportunities for expressing support exist in the discussion process.)

  • motion carries

Ifny motions that after all candidates have had the opportunity to self-nominate, the membership may invite an individual to self-nominate who has not yet done so. (Grounds: some people need a little encouragement.)

  • motion carries

Luke motions that if the membership wishes to appoint a candidate to the Board who is not yet a member, the candidate in question may be immediately inducted as a member with full privileges.

  • motion carries

Directors Selection

See 2009 Directors Nominations to view those candidates who have already nominated themselves.

Someone asked how many members would meet quorum.

  • Quorum is 3 members.

Joe becomes facilitator.

Adam asks if members are only current and past board members.

  • Sean answers the 5 who signed FG's incorporation and made up the founding board, as well as the subsequent board.
  • Ifny adds that the resolution was made last AGM to make new directors members who were not already such.

Current directors introduce themselves—announce open positions

Luke announces that there are open positions! At the last AGM, there was a sense of pride about directors not having to do much, but over the past year, this idea was found to be false. The directors need to be active. They are an employer under BC law and need to work with staff.

Sean announces an open position. He took over financial oversight last year. The directors will need to be aware of finances. There will be a place for directors in FG and that is not as hands-off.

Simon announces an open position. He mirrors what the others said. There is a lot of responsibility. Directors’ insurance is needed to help control liability.

Ryan announces an open position. He doesn’t have much to add. Directors should make sure to participate in the organization, step up, and follow issues.

All other director positions are opened.

Discussion—Role of the board

See complete document for details. (link to doc)

Adam asks the present directors whether a 10-hour per month involvement is accurate.

  • Luke answers yes, since most directors didn’t do this last year.
  • Sean adds his was approximately 30 hours while trying to head the finances.

Mark asks if a bookkeeper or accountant would reduce Sean’s hours.

  • Sean said it would somewhat, but directors still need lots of involvement with finances, since they do have financial responsibility.

Sean says 10 hours might be conservative. He estimates 10–15 hours.

Ifny says most of these expectations are based on FG-Portland.

Sean says the proposed directors’ roles is still a working document.

Presentation of legal rights and responsibilities with Free Geek flavour

Ifny said the role of the board is evolving. Most nonprofits have either a fundraising and/or a working board. FG likely wants a working board for this year. Please see the proposed director agreement. We want to provide our directors with support. We also likely want a varied board, where each director has shared responsibilities but also unique contributions.

Discussion

Adam asks about previous discussion to get rid of the Schedule B bylaws and write our own bylaws.

  • Sean says we walk out of this meeting under Schedule B.
  • David adds if we change bylaws, we need to have special resolutions. Changes to bylaws are filed with the government. They aren’t reviewed by Victoria, but we would need to have lawyers to look at them.
  • Ifny said we want to present this proposed document to show the new directors what is ahead.


  • Joe asks for additional questions.
    • Luke asks if there is a minimum of 3 directors and maximum of 7.
        • Last year we increased the size of the board in order to include all the people we wanted as directors. If we adopt special resolution we can change the size of the board. Empty seats can be filled partway in year, but there would need to be a special resolution.

Candidates nominate and introduce themselves

Gregor Jahn nominates himself.

Patrick asks if he could nominate himself.

  • No, since he is a staff member and board members must be unpaid

Joe asks, if for conflict of interest, staff in room should leave (since the Board will become their employers).

  • Sean asks if staff should not leave the room, but just not participate.
  • Mark suggests staff could be present for part of the discussion and gone for the other part.
  • David agrees with Mark.
  • Ifny wants to go with the precedent, and keep staff present.
  • Joe agrees with Mark.
  • Luke proposes to have staff leave for part of the discussion.
  • Ifny refuses consent.
  • Sean said we don’t want staff to block bosses.
  • David didn’t see how staff could have influence in the end because of the ability to block.
  • Ifny says staff are stakeholders; removing staff could fragment discussion unnecessarily; how could a block be addressed without talking about it?
  • Sean agrees with Ifny.
  • Alec suggests someone might not feel comfortable speaking in front of staff.
  • Ashley suggests staff and directors leave, have staff return, and then everyone returns for final discussion.
  • Luke suggests that we make clear blockers would need to defend themselves when staff returned.
  • Ifny still has concerns.
  • David likes Mark’s original suggestion, and Luke’s suggestion, since the group will help the blocker work through their ideas if they have to defend it.

More discussion

  • Sean suggests we go forward with precedent.
  • Luke likes to go with the proposal since it would be more open, in his opinion.
  • David said the quicker we can get to the problems, the better.
  • Mark agrees.

More discussion

  • Christine said there are problems with people speaking out and agrees with the proposal.
  • Gregor agrees and said he didn’t understand what the issue is for Ifny.
  • David said if someone has a problem speaking in front of staff, they will need to speak up. It won’t be precedent.
  • Joe steps aside. He asks we go as-is, given time constraints. If there are problems, we will need to raise them.
  • David restates, if there is a problem with staff being present, then the staff can be asks to leave in that instance.
  • Discussion should relate only to the directors’ nominations.

CONSENSUS: Candidates and staff retire. Staff called back after a few minutes. Selection of directors proceeds. This is not to be considered precedent.

Nominations

Nominees: Christine Ho Gregor Jahn Adam Scriven Joe Bowser Alec Smecher Ashley Stevenson Boris Schaffer (absent) Monica N. Danon-Schaffer (absent)

Joe asks for a new facilitator to avoid conflict of interest with his self-nomination.

  • Luke takes over facilitating in place of Joe.

Adam had been volunteering for 2 years before becoming a staff member. He has relevant knowledge in the computer industry and FG.

Alec is a volunteer in build. He wants to help out at FG in more than build.

Christine is a volunteer in build. She likes the consensus model. She currently does tech-support for Windows and has taken courses in bookkeeping.

Gregor likes concept of FG. He has felt tension while volunteering and wants to help to make a better work place.

Ashley has been known to FG for the past few years. He wants to work through the current troubles.

Joe has been around FG since the second meeting. He volunteers with many other organizations. He is a web developer in Gastown.

Mark invites David.

  • David declines.

Ifny invites Sean.

  • Sean declines.

David reads Monica and Boris’ nominations. He adds they’ve always been strong supporters of FG.

First round discussion (candidates in the room)

Adam wonders about a husband and wife (Monica and Boris) on the board.

  • David likes their professionalism; they are very separate.

Ryan wonders about their (Monica and Boris’) commitment to free software.

  • David says Boris sees the power, but has not fully converted yet.
  • Ifny says Monica stated she accepts the mandate.

Simon asks if they (Monica and Boris) would have time to be involved.

  • They have been around. They don't have a lot of time, but their presence on the board would benefit FG in other ways.

Joe asks when was the last meeting they’ve (Monica and Boris) attended.

  • David says Boris was at the Roundhouse, about one year ago.

Ryan asks the candidates their views on free software and consensus.

  • Ashley has been using free and open-source software primarily.
  • Joe also uses FOSS almost exclusively.
    • Joe is considered to have started the consensus briefing for meetings.
  • Adam has used Linux since about ’95 and thinks FOSS is the best way to move software forward. Consensus is extremely difficult, but needed.
  • Alec has used FOSS software and Linux exclusively for a number of years. He has held

build meetings under consensus.

  • Christine has not had lots of experience with FOSS. She likes idea of consensus.
  • Gregor likes FOSS. He finds consensus good to keep people accountable.

Ifny asks what contribution the candidates want to make to the board.

  • Ashley wants to have certain abilities given to the board that aren’t appropriate for open knowledge/privacy issues. The board should always keep up on the mailing list, work on special projects, and be active on the HR committee.
  • Gregor plans to do more volunteer work. He wants to help with ideas for efficiency and use resources (technical and people) better.
  • Christine wants to attend as many meetings as she can to try to facilitate meetings as smoothly as possible.
  • Alec wants to try and work on the levels of the organization to remove hierarchy.
  • Adam was a staff member and has seen the inside of FG. He wants to explore the director role, as that is not one of the areas he’s familiar with.
  • Joe wants to show up to meetings and wants to take on projects to work with the bylaws directly so we are an anti-hierarchal organization, with clearer policy, and directors’ insurance.

Ifny and Luke ask how many general meetings the candidates plan to attend.

  • Ashley: 10
  • Gregor: as many as possible
  • Christine: hasn’t been to any yet and only recently joined the general mailing list. She just needs to know when meetings are in advance.
  • Alec: willing to shift his schedule and anticipates 10
  • Adam: not every month, likely every other month
  • Joe: ?

Luke asks if the candidates have experience being an employer and privacy issues.

  • Joe is a member of a collective that does hiring. He’s very familiar with the issues, and hopes we can do better than the employment standards.
  • Adam has never been an employer and has no experience in privacy issues.
  • Alec believes clear communication is the best approach and would like to see better standards with online discussion.
  • Christine has never been an employer, but has some management experience.
  • Gregor has trained apprentices and leadership experience from military service.
  • Ashley has no experience being an employer, but has had experience with managing employee relations.

Second round discussion (candidates retire)

No notes or minutes are permitted to be kept during this time

Changing of the Board

  • Candidates re-enter. Consensus of the group is announced.

New Directors

  • Alec Smecher
  • Ashley Stevenson
  • Boris Schaffer
  • Christine Ho
  • Joe Bowser
  • Monica Danon-Schaffer

The old directors step down and the new are inducted

UPON MOTION DULY MADE, IT WAS RESOLVED that the Board of Directors shall consist of 7 members until the close of the next annual general meeting, unless the board of directors so choose to amend this number before that time.

UPON MOTION DULY MADE, IT WAS RESOLVED that successful nominees who were not previously members, Alec Smecher, Ashley Stevenson, Boris Schaffer, Christine Ho, Joe Bowser, and Monica Danon-Schaffer, be immediately inducted as new members.

UPON MOTION DULY MADE, IT WAS RESOLVED that Alec Smecher, Ashley Stevenson, Boris Schaffer, Christine Ho, Joe Bowser, and Monica Danon-Schaffer, be appointed to the Board of Directors, serving until the close of the next annual general meeting, unless the membership or directors themselves move otherwise.

Closing and Adjournment

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