From grim at reaperworld.com  Tue Feb 25 21:38:20 2020
From: grim at reaperworld.com (Gary Kramlich)
Date: Tue, 25 Feb 2020 20:38:20 -0600
Subject: 2020 Board Meeting
Message-ID: <e24d674c-85a0-9cda-5ebd-71d57ed8fc63@reaperworld.com>

With April right around the corner we should probably be start talking
about and scheduling our annual board meeting.

The date/time of the meeting doesn't matter to me, I'll be there.
However, I intend to bring up new business of folding the foundation.

It's become adamantly clear to me that the current state of this
foundation is incapable of being productive and should be folded.
Unfortunately, we have nothing in our bylaws about folding the company,
so I have no idea where we should go from here.  That said, I think that
Pidgin and Adium's best interests could be represented by SPI[1] or the
SFC[2].

That's my piece and I'm not going to waste any more time debating it.
If you really believe that we can be productive and should keep the
foundation around, then please step the hell up and get stuff done.  I
have been trying to get our address fixed for 3 years now, and all I
know is who our registered agent is, with no way of contacting them, or
proving my relation to the foundation to them.  Also, I am not a
accountant, but our history of tax filing seems to be laughable at best [3].

[1] http://www.spi-inc.org/

[2] https://sfconservancy.org/

[3]
https://apps.irs.gov/app/eos/displayAll.do?dispatchMethod=displayAllInfo&Id=5053696&ein=593837808&country=US&deductibility=all&dispatchMethod=searchAll&isDescending=false&city=&ein1=&postDateFrom=&exemptTypeCode=al&submitName=&sortColumn=orgName&totalResults=1&names=instant+messaging+freedom&resultsPerPage=25&indexOfFirstRow=0&postDateTo=&state=All+States

Thanks,

--

Gary Kramlich <grim at reaperworld.com>

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From grim at reaperworld.com  Tue Feb 25 22:38:29 2020
From: grim at reaperworld.com (Gary Kramlich)
Date: Tue, 25 Feb 2020 21:38:29 -0600
Subject: 2020 Board Meeting
In-Reply-To: <20200226030614.GA30441@mail.kb8ojh.net>
References: <e24d674c-85a0-9cda-5ebd-71d57ed8fc63@reaperworld.com>
 <20200226030614.GA30441@mail.kb8ojh.net>
Message-ID: <ac87eec9-4fa1-aa50-7f30-9d620eabf408@reaperworld.com>

Sorry Ethan for the double post, I didn't notice I hit reply and not
reply to all until I had already pressed send...

On 2/25/20 9:06 PM, Ethan Blanton wrote:
> Folding or not folding is a question for another time.  If we think an
> umbrella is no longer useful, we can discuss that, and perhaps hand
> our funds over to another, more active, organization.

Another time like the board meeting or a later date, because we're
horrible at following up on things.

> My concern here is:
> 
> Gary Kramlich wrote:
>> That's my piece and I'm not going to waste any more time debating it.
>> If you really believe that we can be productive and should keep the
>> foundation around, then please step the hell up and get stuff done.  I
>> have been trying to get our address fixed for 3 years now, and all I
>> know is who our registered agent is, with no way of contacting them, or
>> proving my relation to the foundation to them.  Also, I am not a
>> accountant, but our history of tax filing seems to be laughable at best [3].
> 
> 1) I thought I gave you the registered agent information.  Again, it
>    is CT Corp.  I have no idea how to authenticate ourselves to them
>    (and I don't think I ever have).  All I need to pay our bills
>    (which are probably overdue?  I've been paying that out of pocket
>    off and on for years) is our EIN, as I recall.  I didn't know you
>    needed anything in particular.

I asked you in a email to this list dated 2020-01-22.
https://lists.imfreedom.org/pipermail/board/2020-January/000569.html

> 1a) I'm more worried about our Delaware filing, which is actually
>     overdue.  It's not clear whose job it is, I've been doing that,
>     too.  It was originally the President's job, I thought it was
>     again, but I think that was at least one President ago, and I got
>     a notification a few days ago that we're overdue.  I've been doing
>     almost all of the jobs that were originally the President's job
>     for many years.  I wasn't even aware what all of those were, for a
>     while (because they weren't my job), and I had to do a TON of
>     paperwork to clean up after some missed filings a number of years
>     back.

I guess that falls under "She or he shall, when duly authorized by the
Board of Directors, sign and execute all contracts in the name of the
Corporation" in the bylaws.   We should probably have some cliff notes
or something detailing this a bit more to avoid said confusion.

> 1b) You're telling me about people not doing things.  Why do you think
>     I'm so cranky about 3)?  This thing has cost me hundreds of
>     out-of-pocket dollars (which I don't begrudge) and hundreds of
>     hours of work, most of them in years when we couldn't even get a
>     board to meet.

I'm well aware, as I too have put in a fair amount of time as well.  But
the only thing that comes to mind here is to admit defeat and move on.

> 2) The Federal filings are fine.  Non-profit orgs eligible for
>    e-Postcard filing have to file at least one in three years.  We've
>    never missed that.  However, I'm pretty sure that listing is wrong,
>    in that I am quite certain I filed 2018. 2019 is due by May of this
>    year.  This form is easy and free, unlike almost everything else.

I'm aware, and in my opinion this is clearly an argument for folding the
corporation as it is currently no ones priority and I've had to go
against the bylaws to schedule meetings and other things.

> 3) I've been trying to get out from under this !#%!@#$ Treasurer job
>    for like eight years now.  You've seen how that has worked out.
>    As soon as I get the paperwork done, it's John's problem.  As far
>    as I know, he's not on the signature list for the bank yet, I need
>    to contact them again.  (John, I assume you never got a signing
>    card from Old National Bank?)
> 
> Ethan
> 

Thanks,

--
Gary Kramlich <grim at reaperworld.com>

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From rlaager at pidgin.im  Tue Feb 25 23:14:52 2020
From: rlaager at pidgin.im (Richard Laager)
Date: Tue, 25 Feb 2020 22:14:52 -0600
Subject: 2020 Board Meeting
In-Reply-To: <ac87eec9-4fa1-aa50-7f30-9d620eabf408@reaperworld.com>
References: <e24d674c-85a0-9cda-5ebd-71d57ed8fc63@reaperworld.com>
 <20200226030614.GA30441@mail.kb8ojh.net>
 <ac87eec9-4fa1-aa50-7f30-9d620eabf408@reaperworld.com>
Message-ID: <5b5d1369-e5f5-12ef-b1fb-54cd964759ef@pidgin.im>

[Resending from @pidgin.im.]

I somewhat proposed folding last year. I thought we had a consensus that
if nothing changed by this year, we would take that up more seriously
this year.

I was already planning to propose folding into a fund at SPI. I think
that would be an excellent option, if they would have us. Here is their
HOWTO on that: https://www.spi-inc.org/projects/associated-project-howto/

I’m happy to start the informal discussion with SPI.

A related question will be: would we join as IMF (and keep that
“project” going) or as Pidgin. I think Pidgin would be a better fit as
an SPI "Associated Project", but we are currently IMF.

-- 
Richard


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From rekkanoryo at rekkanoryo.org  Wed Feb 26 20:35:34 2020
From: rekkanoryo at rekkanoryo.org (John Bailey)
Date: Wed, 26 Feb 2020 20:35:34 -0500
Subject: 2020 Board Meeting
In-Reply-To: <e24d674c-85a0-9cda-5ebd-71d57ed8fc63@reaperworld.com>
References: <e24d674c-85a0-9cda-5ebd-71d57ed8fc63@reaperworld.com>
Message-ID: <ddb7aea3-24c3-58ce-0287-38727cc6037d@rekkanoryo.org>

On 2/25/20 9:38 PM, Gary Kramlich wrote:
> With April right around the corner we should probably be start talking
> about and scheduling our annual board meeting.
> 
> The date/time of the meeting doesn't matter to me, I'll be there.
> However, I intend to bring up new business of folding the foundation.

I'll go ahead and propose a few dates and we can work from there.  For
all these dates I'm proposing 0000 UTC as the time (for us in the United
States that would be the previous day at 8 PM Eastern or 7 PM Central as
we'll be in DST by that these dates)
  * April 22 or 23
  * May 13 or 14
  * June 9 or 10

John

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From rekkanoryo at rekkanoryo.org  Wed Feb 26 20:38:22 2020
From: rekkanoryo at rekkanoryo.org (John Bailey)
Date: Wed, 26 Feb 2020 20:38:22 -0500
Subject: 2020 Board Meeting
In-Reply-To: <5b5d1369-e5f5-12ef-b1fb-54cd964759ef@pidgin.im>
References: <e24d674c-85a0-9cda-5ebd-71d57ed8fc63@reaperworld.com>
 <20200226030614.GA30441@mail.kb8ojh.net>
 <ac87eec9-4fa1-aa50-7f30-9d620eabf408@reaperworld.com>
 <5b5d1369-e5f5-12ef-b1fb-54cd964759ef@pidgin.im>
Message-ID: <3b9227dd-146b-73c2-00cf-e16542adcfd0@rekkanoryo.org>

On 2/25/20 11:14 PM, Richard Laager wrote:
> [Resending from @pidgin.im.]
> 
> I somewhat proposed folding last year. I thought we had a consensus that
> if nothing changed by this year, we would take that up more seriously
> this year.
> 
> I was already planning to propose folding into a fund at SPI. I think
> that would be an excellent option, if they would have us. Here is their
> HOWTO on that: https://www.spi-inc.org/projects/associated-project-howto/
> 
> I’m happy to start the informal discussion with SPI.
> 
> A related question will be: would we join as IMF (and keep that
> “project” going) or as Pidgin. I think Pidgin would be a better fit as
> an SPI "Associated Project", but we are currently IMF.

This part in particular I think is best suited for discussion in the
board meeting.  I have no preference of whether we keep the corporation
going or we try to fold into SPI or SFC.  Knowing what would be involved
and what we'd need to do should we choose to try going with SPI would
probably be helpful for the discussion.

John

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From rlaager at pidgin.im  Sat Feb 29 14:17:15 2020
From: rlaager at pidgin.im (Richard Laager)
Date: Sat, 29 Feb 2020 13:17:15 -0600
Subject: 2020 Board Meeting
In-Reply-To: <ddb7aea3-24c3-58ce-0287-38727cc6037d@rekkanoryo.org>
References: <e24d674c-85a0-9cda-5ebd-71d57ed8fc63@reaperworld.com>
 <ddb7aea3-24c3-58ce-0287-38727cc6037d@rekkanoryo.org>
Message-ID: <46635ce1-f128-6cca-957a-dced699247ce@pidgin.im>

On 2/26/20 7:35 PM, John Bailey wrote:
> On 2/25/20 9:38 PM, Gary Kramlich wrote:
>> With April right around the corner we should probably be start talking
>> about and scheduling our annual board meeting.
>>
>> The date/time of the meeting doesn't matter to me, I'll be there.
>> However, I intend to bring up new business of folding the foundation.
> 
> I'll go ahead and propose a few dates and we can work from there.  For
> all these dates I'm proposing 0000 UTC as the time (for us in the United
> States that would be the previous day at 8 PM Eastern or 7 PM Central as
> we'll be in DST by that these dates)
>   * April 22 or 23
>   * May 13 or 14
>   * June 9 or 10

I'm open basically any day and any time before June. But we should meet
before then anyway.

-- 
Richard

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