Annual General Meeting - 2008-02-26
First Free Geek Annual General Meeting
Attendees as recorded: Simeon Veldstra, Simon Pavitt, Ryan Golbeck, Pete Lypkie, Mark Norman, Jeff Davis, Sean Hill, Joe Bowser, Scott Nelson, Luke Closs, Grant Bowman, Kirk Jong, Richard Borbridge, Bernie Kny, Moe Volaric, Len Hewer, Adam Scriven, Ryan Y, Bill McGrath, Mike McManus, Bill Goter, David Joseph Repa, Jack Bates, Paul Teehan, Ashley Stevenson, Brian Hirst, Ifny Lachance, Theresa Gray, God (this may be have been a joke)
(Four of five members are present, quorum is reached.)
Facilitator: Paul Teehan
Consensus Briefer: Paul Teehan
Regulator: Jeff Davis
Scribe: Luke Closs
Minutes Checker: Ifny Lachance
Time Checker (for candidates): Simon Pavitt
Chair: Simeon Veldstra
Consensus briefing by Paul
Welcome by Ifny
- First AGM ever!!
- Today FG is growing up a bit
- FG is going through some growing pains
- Lots to be proud of
- Warm up exercise.
- 3 line poem, 5-7-5 syllable
- Everyone had a partner & could write a haiku together
- You can view the haiku or add yours at <http://wiki.freegeekvancouver.org/article/Haiku>
Reports NOTE: reports will be posted to the wiki at <http://wiki.freegeekvancouver.org/article/AGM>
Financial Report presented by Sean
- Presented Balance Sheet for 2007
- Income Statement for 2007
- Current Balance Sheet
- FG Moved sessions, and expenses changed - not stable throughout the year
- Made money last year!
- Net income: $8400
- Total revenue: $33,000
- Total expenses: $25,000
- Most revenue is retail - in the black on own economics
- Still in the black even w/o grants
- Ended year with $11,000 in assets, $3,000 in liabilities
- Exceeded budget predictions in Jan 2008, trailing in Feb 2008
- Managed to pay off some liability
- In assets, $1600 cashable term - from monitors that couldn't be used as expected
- money is earmarked for giving a scholarship or grant or other purpose
- Q: How aggressively are debts being paid?
- A: not really being repaid yet, want to start - get it off the books
- Sean explains how often things are paid off
- Q: is money being put aside for GST depending on revenue?
- A: FG has collected on every sale, and setting aside.
- Q: Are utility bills being broken down?
- A: Yes, electricity is mostly paid by FG, gas is split with Pedal
- Q: What is the petty cash amt of $1800
- A: Petty cash is just the accumulation of all funds and cheques coming in
- A: $482.62 - money not accounted for - "income suspense" - need a real accountant (it's being recorded)
- A: David - most likely sales that weren't properly accounted for
- Q: Situation changed in June - what was the deal?
- A: Prior to June, FG was nomadic, little revenue (monitor fee only). In June, moved to 2nd Ave location, could start moving things, recycling, thrift shop + bigger expenses incurred
- Q: Update on accountant search?
- A: Not really happening as proactively as it could be - still looking
- Q: Are monthly breakdowns available?
- A: Yes, on request
- Q: Could we make PDF reports or something available on a more regular basis? Put it on the website?
- A: Yes, on a more regular basis. Publicly posting financials is up for discussion, good in principal, just a matter of doing it.
- Q: What are we looking for in an accountant?
- A: Need oversight, not to do the books, just to review for legality, completeness
- A: Don't need someone to do the books, just to help with some problems and questions
- A: We want a certified accountant who can use GnuCash (we are willing to train)
Recycling Report presented by David
- David will post full report to the wiki and mailing list (too fast to note down)
- Q: Motherboards aren't in cases - how much shipped?
- A: Just under a metric tonne of circuit boards shipped out
- Q: Does FG get exact weights back?
- A: Yes, we can get the exact numbers back
- Q: What do we get money for?
- A: Round wire, aluminium, fans, circuit board
- A: First shipment of circuit boards: $3000 CDN
- A: Price of gold went up, means motherboards/accessory boards go up in value
- A: Withholding older processors (which contain more gold) to gamble on the market (486, 286's)
Disbursement Report presented by David (disbursement = distribution for re-use)
- Not tracked what goes through the store, have it in 20 invoice books; when we switch to electronic system we can figure it out
- Since June 2006 given out:
- 119 monitors
- 39 devices (printers, dvd drives, modems)
- 46 computers
- Some flaws in these numbers:
- pulled invoices, but didn't pull disbursement
- hardware grants are missing from the DB
- many times have been busy, not recorded
- These numbers are under-recorded:
- systems is likely in the 60 range
- devices is likely in the 100's, early on was not recorded
- Q: how many went to organisations vs individuals?
- A: ~80% went to orgs, adoption programs saw ~16 systems
Overview of Governance presented by Ifny
- When we incorporated Free Geek, we needed 5 people who would agree to be incorporating members, a founding board, and a set of bylaws (either our own or default ones available from the province).
- we didn't have our own bylaws yet, although we had an idea of how we wanted them to look
- we adopted default bylaws ("Schedule B") until we could write & adopt bylaws that reflected Free Geek governance.
- enabled us to get Free Geek rolling as an organisation
- started with 5 people as founding members, and 3 people on the founding board of directors
- FG follows consensus and participation of everyone is good, so board members & founding members aren't often talked about
- Founding Board of Directors: Ifny Lachance, Simeon Veldstra, Scott Nelson
- Founding members: the above three plus David Repa + Aaron Veldstra
- we still operate under Schedule B bylaws which are voting based
- relatively common practice to adopt standard bylaws & amend them later
- for our monthly meetings etc we still operate using consensus
- AGM could be only time of the year where the bylaws laws are crucial
- BC non-profits are required to have AGM 15 months after incorporation (we incorporated Dec. 6 2006)
- Sean & Ifny hoped to have new bylaws ready for AGM but they aren't
- We have to use Schedule B bylaws, but we can create a special resolutions to change the bylaws/conduct during the meeting
- We have a choice about how we make decisions, will talk about that in a few minutes
- Membership draft definition may be something like: attended 3 meetings, has volunteered, is in good standing
- We could use this for the AGM to allow more people to participate in consensus decisions
- Roberts rules is default for making decisions, but it's different from the governance we want
- BoD comes out, chair has more power - decides who speaks
- Chair is usually president
- Chair is usually tie-breaking vote
- To speak: raise hand, point of order (objection)
- Q: Will we be following Robert's Rules? (for this to be a legal AGM)
- It would be good to run this meeting like other FG meetings with consensus
- Just have to make sure we conduct AGM legally
- We can vote to put it aside
- Sometimes at other meetings the current members will raise a motion to accept more people as members (quorum needed)
- Then they'd raise a motion to run the remainder of the meeting on consensus
- A: Will bring this up later with special resolutions
- Q: Who is the chair to bring this up?
- A: everyone looks around :)
- A: roles haven't been appointed within the board, there is no president
- Joe suggests: appoint a chair, then raise a motion to not follow Robert's Rules
- David nominates Simeon for the chair, Scott seconds. Call for vote. Vote carried.
- Simeon is now the chair for this meeting.
- Ifny raises a motion to not follow Robert's Rules for the duration of the AGM. David seconds. Call for vote. Vote carried.
- Simeon asks Ifny to introduce her motions for special resolutions
- Ifny reads:
PROPOSALS FOR SPECIAL RESOLUTIONS
- 1. MOTION: No seconds are needed for motions to be carried.
- 2. MOTION: Membership at Free Geek is free.
- 3. MOTION: the current 5 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.)
- 4. MOTION: 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.)
- 5. MOTION: For the duration of the AGM, the current members agree to respect and hearken to the consensus of individuals 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.)
- 6. MOTION: The entire board shall step down from office during the AGM; if they wish they may run for re-appointment and be re-selected by consensus.
- 7. MOTION: 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)
- 8. MOTION: Candidates shall nominate themselves. (Grounds: Endorsement should not interfere with evaluation; opportunities for expressing support exist in the discussion process.)
- 9. MOTION: After all candidates have had the opportunity to self-nominate, the membership may invite an individual toself-nominate who has not yet done so. (Grounds: some people need a little encouragement.)
- 10. MOTION: 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.
- Q: Who is a member for this meeting?
- A: Membership at this meeting is only for the AGM to determine Board of Directors. Later we will amend bylaws with better membership definition.
- A: Membership privileges will give the ability to block. Everyone can have input, members or non-members.
- After this meeting, FG will revert to Robert's Rules and Schedule B Bylaws, until we adopt new bylaws.
- Q: Will exceptions be made for membership at this meeting (e.g. never been to a meeting)?
- A: No.
- Q: who would qualify as a member under the parameters discussed - show of hands
- A: ~15 people raise hands
- A: no specific time period laid out yet for amendment to membership
- The Chair asks Paul to facilitate the meeting
- Sean H. says people's input is welcome, even if they can't block a motion ** could ask for a sponsor member to block
- Pete suggests we figure out who's who, so we can move on
- Ifny suggests we go through the motions for special resolution
- General agreement
- 1. MOTION made by Ifny: No seconds are needed for motions to be carried. David seconds. Call for vote. Vote carried.
- 2. MOTION made by Ifny: Membership at Free Geek is free. No second needed. Call for vote. Vote carried.
- 3. MOTION made by Ifny: current 5 members shall agree to undertake decision-making by consensus during the AGM. No second needed. Call for vote. Vote carried.
- 4. MOTION made by Ifny: For the duration of this AGM, the current Board of Directors shall defer their authority to the will and consensus of the current membership. No second needed. Call for vote. Vote carried.
- 5. MOTION made by Ifny: For the duration of the AGM, the current members agree to respect and hearken to the consensus of individuals 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. No second needed. Call for vote. Vote carried.
- 6. MOTION made by Ifny: The entire board shall step down from office during the AGM; if they wish they may run for re-appointment and be re-selected by consensus. No second needed. Call for vote. Vote carried.
- 7. MOTION made by Ifny: Candidates shall retire during the discussion of appointments to the board. No minutes or notes of any kind shall be kept. No second needed. Call for vote. Vote carried.
- 8. MOTION made by Ifny: Candidates shall nominate themselves. No second needed. Call for vote. Vote carried.
- 9. MOTION made by Ifny: 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. No second needed. Call for vote. Vote carried.
- 10. MOTION made by Ifny: 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.
- Paul resumes meeting
- 5m break for coffee
Choosing a new Board
- Joe requests a director's report
- Simeon's report
- FG is run consensus based, so Directors are powerless - they don't make decisions
- Director's role is a position of oversight, not doing things we shouldn't, doing things we should
- Directors go to meetings - "you can't do that", "Hire a lawyer for that", make sure FG doesn't get sued
- Sit on mailing list, look at what goes on
- Fairly passive, observational
- If FG is doing something bad, everyone has the power to block it - but Directors are ones that are accountable
- Ifny's report:
- Had 1 BoD meeting - on governance, reviewed governance's draft of bylaws
- She spent time making sure we got FG business license & permits, & that paperwork was transferred when we moved
- Making sure we have WCB, insurance, liquor license for holiday party
- Directors should participate in discussions around big financial/legal decisions
- Safety fascist
- Some of these don't have to be director's jobs, but it is director's job to make sure they get done.
- Signed lease, wrote sublease
- Media & public speaking
- Working with other organisations
- Scott's report:
- The only thing he did as a director was signing a shipping order
- Simeon's report
Directors step down & announce open positions
- all directors must step down but may choose to run again.
- Schedule B says should have at least 5 directors, but only have 3 now
- Simeon will be stepping down, would like to run again
- Scott will be stepping down and will not run again - can't afford time commitment & will be leaving the country this year
- Ifny will be stepping down and will not run again - she wants to become eligible to be employed at FG, directors can't be employees
- 5 positions are now open
Role of the Board presented by Ifny
- More detailed info & links will be posted on the wiki later, this is a general intro
- Directors are responsible for financial and legal oversight
- Directors don't make decisions on staffing, policies at FG, etc, but liability remains
- FG has insurance - 3rd party liability
- Would take 2 weeks to get BoD liability, would happen after AGM
- Can't make money from FG - directors are volunteers; can't be remunerated (compensated) for their work for FG
- Conflicts of interest must be revealed
- Must act with prudence
- Have a duty to make sure FG maintains legal status
- FG likes to cross t's dot i's - liquor license for free beer at Bread & Liberty holiday party
- Directors should track meeting minutes, come to meetings
- They have a responsibility to request information
- Duty not to engage in criminal activities
- Fiduciary duties - must act honestly, in good faith of the society
- Put FG interests' before their own
- Exercise care, diligence and skill of a reasonable person
- Act within scope of your authority
- Board members are on the books for the debts
- True, liability coverage should insure for that
- FG is incorporated, so the org can take the hit, but directors aren't fully protected
- Q: what is the time commitment of being a board member?
- A: differs from person to person
- A: Ifny was a full-time volunteer, Simeon spent 10hrs a month or so.
- A: FG Portland suggests 10 hrs/month or so
- A: however much time it takes you to do due diligence (meeting a month, read the list)
- Ifny would like the incoming board to create a dialog about what directors should do, in conjunction with governance workgroup
- Q: What would the other directors like to see in candidates
- A: lawyers, accountant, business experience
- A: open source values
- A: no intrigue; open communicators
- A: Scott adds that the org is very healthy, Simeon & Ifny agree. There is liability, but not much danger
- A: experience with restructuring, time to invest in being in the ground, or much-needed skills in lieu to fill gaps
- A: room both for people that have a lot of time, and don't have a lot of time
- A: diversity
Candidate Self-nominations and Introductions
- Candidates self-nominate one at a time, introducing themselves and speaking to a standard set of questions if they wish. Additional questions from the group are held until all self-nominations are finished.
- Standard questions:
- 1. What is your interest in joining the Board?
- 2. What past or present experience do you have with Free Geek?
- 3. Do you have other non-profit or community service experience?
- 4. Additional skills, abilities or professional abilities that pertain to Board service.
- 5. Current occupation and/or employment.
- After self-nominations are finished, facilitator calls out for additional self-nominations & allows 10 seconds of silence to make sure. After this, people in the group can ask individuals to self-nominate.
- Peter Lypkie self-nominates & introduces
- at SFU was a VP or treasurer of SFU CS society
- familiar with Robert's Rules
- Involved in resist.ca, email lists/websites to activist groups
- Involved in computer related community groups
- Debian developer, interested in free software
- Wants to see FG continue with open source education
- Volunteers with Vancouver Rape Relief - another consensus based group
- Interested in gender dynamics
- As a Board member, interest in gender equality
- Plans to volunteer, haven't spent much time in the past year (living in China)
- Current occupation - working downtown at a webhosting operation
- Simon Pavitt self-nominates & introduces
- Been in Vancouver for a year
- Been in technology for 10 years
- Met via FG Portland
- Volunteered to move equipment, collections, installs, meetings
- Likes to see computers going to nonprofits, promoting open source
- In the past, been an office manager, sorting AGM stuff, legal documents, some book keeping
- Writes for magazine in the UK
- Does web development work
- Jack Bates self-nominates & introduces
- FG is an awesome organisation, free software and environmental justice
- Been involved w/ FG promoting at SFU, volunteering at some events
- Maintains some Debian packages, contribute to Gallery (free & open source software project)
- Currently on Vancouver Knowledge Management BoD - non-profit
- Volunteers at SFU public interest research group - non-profit
- SFU Student, finishing computing science under-grad
- Current employment as Software Developer - GPL record management
- Made coffee tonight
Ryan Golbeck self-nominates & introduces
- PHD student at UBC - computer science
- Interest in FG: environment, computers, doesn't like waste
- Little experience with non-profits, community service
- Experience writing papers, can do the tedious work
- Works part time at a bike shop
Simeon Veldstra self-nominates & introduces
- Past FG director since the beginning
- Running FG with David for ~10 years out of closets at home
- Thinks FG is pretty great
- Experience in manufacturing, construction industry
- Safety officer, knows a lot about bylaws
- Experience running construction crews, dealing with the city
- Written and published small open source application
- Good paranoid streak - worry about stuff a lot
- Kinda unemployed, have a small business - have no intention to invoice FG (for hosting lists)
Sean Hill self-nominates & introduces
- Been involved with FG from the beginning
- Heavily involved with getting FG books in order, member of governance workgroup
- Interests to join board: to further to lay down the structure, consensus based governance
- Not a lot of other non-profit experience, some volunteer work running meditation retreats
- Skills: book keeping, programming, very interested in social aspects
- Free Software and education aspects are interesting
- Work for an arm of Vancity - Citizen's bank
- At FG has done some teaching sessions, general volunteering, moved towards office work
Luke Closs self-nominates & introduces
- Juggler...from Vancouver
- Interested in FG
- Software developer, builds wiki software for enterprises
- maintains and builds FLOSS
- not a lot of experience with non-profits
- Donated equipment to FG, helped during the move
- works full time, concerned about time commitment
- Experience with facilitation, virtual company, chat, interested in concensus process + facilitation
Q & A - First round. Open discussion with Candidates
- David suggests that all 7 are accepted
- Others want to continue discussion, ask questions
- Group decides to continue with the process
- Q: When do you feel it is appropriate to use the title Director?
- A: Simeon - Almost never do, but "As a director, I must insist" at general meetings
- A: Peter - Fundraising or interacting with other organizations, same as Sim internally
- A: Simon - carrying out some legal stuff, or fundraising
- A: Jack - legal occasions
- A: Ryan - not much else to add, like consensus
- A: Sean - concur, would be inappropriate for coercion
- A: Luke - similar to others, would look to others for guidance
- Q: Scenario: FG needs to move to a bigger space - But - must sign application to lease. How comfortable would the director be to sign the lease, with a very small time period, without consulting membership?
- A: Luke - why rush? Depending on my experience with the org
- A: Sean - only instance would be instant insolubility. all decisions should percolate up as far as possible
- A: Ryan - wouldn't have any intention of signing anything
- A: Jack - If it was best for FG, and other directors are in favor, it would do what the org needed
- A: Simon - If previous meeting had mandated the directors, then he'd do it, otherwise couldn't see it
- A: Peter - It is not part of the director's role to make such decisions. directors are necessary but not sufficient
- A: Simeon - Power is the power to block, not the authority to go do things. Could see an extraordinary situation, but would like to see a majority of the other directors and the main employees present at such a situation.
- Q: Would you would be interested in quarterly director's meetings, and how many monthly meetings would you attend?
- A: Jack - Quarterly meetings sound great, likely don't have time for monthly meetings
- A: Ryan - Quarterly meetings are good, likely 9 or 10 meetings
- A: Simon - Quarterly meetings are good, 8 or 9 monthly
- A: Sean - Quarterly meetings are good, all general meetings where possible (past year has attended 9 or 10)
- A: Peter - plan on attending as many meetings as possible
- A: Luke - like to attend Quarterly meetings, likely 9 or 10 monthly meetings
- A: Simeon - like to attend Quarterly meetings, likely 9 or 10 monthly meetings
- Q: What is your opinion of the consensus process?
- A: Simeon - Hate it, but respect it - frustrating, learning to live with it
- A: Luke - I've seen problems with consensus, but I am for it
- A: Peter - the people who are affected by the decision are the ones who should make the decision
- A: Sean - Excited about consensus, don't have a lot of experience but like the idea
- A: Simon - It's what has brought FG as far as it has. It's not the fastest, but the right decision is usually made
- A: Ryan - lack of experience, but know the alternative with bosses etc. Prefer the goals of consensus
- A: Jack - Seen a wide variety of consensus procedures - have respect for the social technology, important to the org
Second round discussion
- Candidates leave room, remaining group has private discussion.
- No notes are kept during this time.
- Candidates return.
Consensus: Increase the size of the Board of Directors to 7. Consensus: Accept all 7 candidates.
The current directors (Scott, Ifny, Simeon) in recognition of the consensus of the group, hereby unanimously:
- Increase the size of the board to 7 directors
- Accept 7 instead of 5 nominees
- Induct the 7 successful nominees as members
- 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, Peter Lypkie, Simon Pavitt, Jack Bates, Ryan Golbeck, Sean Hill and Luke Closs, be immediately inducted as new members.
- UPON MOTION DULY MADE, IT WAS RESOLVED that Peter Lypkie, Simon Pavitt, Jack Bates, Ryan Golbeck, Simeon Veldstra, Sean Hill and Luke Closs 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.
Each successful nominee then had the opportunity to accept appointment to the new board of directors. All accepted.
The old board of directors then stepped down and the new board became official.
All business finished, Paul adjourned the meeting.
Action Items - for next meeting
- How/where to publicly post financials
- Deadline for sending AGM report to Victoria: Mar. 26