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Signed-off-by: Matthew Thode <mthode@mthode.org>

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+[19:00:04] <robbat2> meeting time!
+[19:00:32] <robbat2> roll call: prometheanfire, dilfridge, soap, ulm, robbat2
+[19:00:39] * robbat2 present
+[19:00:43] * soap present
+[19:00:45] * dilfridge present
+[19:00:56] * ulm present
+[19:02:04] * prometheanfire present
+[19:02:06] <robbat2> I messaged prometheanfire as well; will give him a few minutes
+[19:02:15] <robbat2> agenda is posted: 
+[19:02:18] <robbat2> https://wiki.gentoo.org/wiki/Foundation:Meetings/2025/08
+[19:02:52] <robbat2> who is logging meantime?
+[19:03:00] <dilfridge> I am
+[19:04:25] <dilfridge> robbat2: are you going to continue as chair?
+[19:04:42] <robbat2> it should be the secretary; but he's not here :-(
+[19:04:46] <dilfridge> he is
+[19:04:53] <robbat2> ah I missed his response
+[19:04:56] <robbat2> sorry prometheanfire 
+[19:05:18] <robbat2> over to you prometheanfire
+[19:05:42] <prometheanfire> I thought the president ran the meetings?
+[19:05:57] <prometheanfire> or are you asking if I'd take over logging (which I will)?
+[19:06:06] <dilfridge> whatever
+[19:06:28] <robbat2> as long as it's being run and logged
+[19:06:35] <dilfridge> ok
+[19:06:40] <dilfridge> next agenda item 
+[19:06:46] <dilfridge> President's letter
+[19:06:52] <dilfridge> let's do this one live
+[19:07:04] <dilfridge>  
+[19:07:11] <ulm> shouldn't we establish if there is a quorum of members?
+[19:07:34] * dilfridge gets a drink while this is debated
+[19:07:36] <ulm> certainly there isn't (there never is)
+[19:08:03] <prometheanfire> are there even enough people in channel to constitute a quorum?
+[19:08:17] * dilfridge back. cheers.
+[19:08:51] <robbat2> nowhere near a full quorum of members
+[19:08:51] <ulm> 31 people in the channel
+[19:09:46] <ulm> but nvm, if nobody even speaks up, they don't count
+[19:10:38] <robbat2> 19 of the channel members are foundation members
+[19:10:40] <robbat2> but let's continue anyway
+[19:10:59] <robbat2> we have a full quorum of the board
+[19:11:43] <prometheanfire> presidents letter then
+[19:11:53] <dilfridge> ok
+[19:11:57] <dilfridge> I thank you gentlemen.
+[19:12:06] <dilfridge> The year has been a good one for the foundation.
+[19:12:22] <dilfridge> This year our members have migrated more things to SPI than ever before.
+[19:12:45] <dilfridge> But, I should warn you, this is no time for complacency... No, there are many things, and 
+[19:12:58] <dilfridge> I cannot emphasize this too strongly, not migrated to SPI yet!
+[19:13:08] <dilfridge> I myself, this evening, saw 
+[19:13:25] <dilfridge> a donation on Paypal that was not migrated to SPI in any way at all!
+[19:13:40] <dilfridge> But we must not allow ourselves to be come too despondent.
+[19:13:40] <ulm> eh? seriously?
+[19:13:47] <dilfridge> For, we must never forget, 
+[19:13:51] <robbat2> who replaced dilfridge with an AI ;-)
+[19:14:08] <dilfridge> if we weren't moving our business to SPI, the foundation would be no more than a taxpaying
+[19:14:20] <dilfridge> NM corp with barely any manpower to keep the books.
+[19:14:27] <dilfridge> But Gentoo flourishes!
+[19:14:44] <dilfridge> This year our developers have commmitted newer and better ebuilds than ever before!
+[19:15:08] <dilfridge> And with that, I, as president, pass the word to Robin, our treasurer, who actually does real work. 
+[19:15:09] <dilfridge> :)
+[19:15:28] <robbat2> thank you
+[19:16:05] <robbat2> As linked in the Agenda; I present firstly our financial statements for FY2025: https://wiki.gentoo.org/wiki/Foundation:Gentoo_Foundation_Finances_FY2025
+[19:16:19] <robbat2> followed by my letter as treasurer: https://wiki.gentoo.org/wiki/User:Robbat2/FY2025_Gentoo_Foundation_Letters
+[19:16:40] <robbat2> I have noted the SPI financial transition status therein
+[19:17:06] <robbat2> to the point of donations still going to Paypal: 45 donors have not responded to requests to transition their subscriptions
+[19:17:46] <robbat2> For FY2025; all of the subscription donations amounted to $9320/year
+[19:18:26] <robbat2> Prior to announcing the transition of donations, we had 57 subscription donors
+[19:18:50] <robbat2> the SPI data does not provide the identity for most donors; so I cannot be certain that the 12 donors who did stop donating to the Foundation moved over to SPI
+[19:19:18] <dilfridge> I guess if someone had been enraged by the move we'd have heard
+[19:19:29] <robbat2> based on the amounts of subscription donors alone; I estimate only half of them moved
+[19:19:41] <robbat2> otherwise the SPI recurring amounts would be higher
+[19:20:07] <ulm> so "SPI donation & closing balance summary" says that 80% of SPI donations so far are one-time, and 20% by subscription?
+[19:20:08] <robbat2> i plan further email campaigns to try and convert the donors
+[19:20:41] <robbat2> ulm: i should add totals there, but I believe so
+[19:21:09] <ulm> k
+[19:21:33] <robbat2> to close down the foundation, we must close the paypal account; so we're going to have to decide how much donation income is "enough" in conversion
+[19:21:43] <robbat2> that is not a now question however
+[19:21:51] <dilfridge> a bit more recurring would be nice
+[19:21:57] <robbat2> that's the end of my prepared remarks for these
+[19:22:05] <robbat2> open floor for questions about the financials?
+[19:22:18] <soap> nope, thanks
+[19:22:23] <prometheanfire> I'm good
+[19:22:33] <dilfridge> not from me
+[19:22:47] <ulm> no further questions from me either
+[19:22:53] <robbat2> thank you; next agenda item
+[19:24:04] <robbat2> (appointment of officers)
+[19:24:28] <robbat2> (prometheanfire: continue?)
+[19:24:44] <prometheanfire> I think I'm staying as Secretary, due to the US resident requirement.
+[19:25:29] <dilfridge> I can remain president, maybe then I learn what it's good for. :)
+[19:25:36] <prometheanfire> I'd say we should handle them one at a time.
+[19:25:52] <prometheanfire> Vote: dilfridge as president
+[19:25:54] <prometheanfire> aye
+[19:26:04] * dilfridge abstain
+[19:26:11] <robbat2> ulm: do you want to challenge him as president?
+[19:26:35] <ulm> as I said earlier in the private channel, I now have permission from my employer for a position as officer
+[19:27:05] <ulm> but there migh be conflict of interest, since I'm president of the e.V.
+[19:27:09] <ulm> *might
+[19:27:47] <ulm> OTOH, given that president's letter ... :)
+[19:28:18] <robbat2> let's recap the requirements vs optionals
+[19:28:32] <robbat2> 1. we must have: president, secretary, treasurer;
+[19:28:48] <robbat2> 2. a single person cannot be both president & secretary
+[19:29:06] <robbat2> 3. at least one of president OR secretary must be a us resident
+[19:29:18] <robbat2> ^^ requirements
+[19:29:51] <robbat2> optional officers: chair, vice chair(s), vice president(s), assistant *
+[19:29:55] <dilfridge> I'm available for president (or secretary, but that's probably not an option) but someone else can do it too.
+[19:30:36] <prometheanfire> I'd like to stick to secretary (fulfilling the US resident requirement)
+[19:30:44] <dilfridge> And the president's letter was modelled after Monty Python's Royal Society for Putting Things on top of Other Things
+[19:30:59] <robbat2> do we have any challengers for secretary?
+[19:31:25] <robbat2> i'm going to stick to treasurer; not challenge any other seats
+[19:31:59] <robbat2> not hearing any challengers
+[19:32:06] <robbat2> vote: prometheanfire as secretary
+[19:32:13] <ulm> I would be available for president, unless someone would see a conflict of interest with the e.V.
+[19:33:01] * ulm aye
+[19:33:15] * dilfridge yes
+[19:33:19] * robbat2 aye
+[19:33:29] * soap yes
+[19:33:33] * prometheanfire aye (as much as I can vote for myself)
+[19:33:44] <robbat2> passed: prometheanfire is secretary
+[19:33:49] <robbat2> vote: robbat2 as treasurer
+[19:33:51] * robbat2 abstain
+[19:33:55] * ulm aye
+[19:33:55] * prometheanfire aye
+[19:33:55] * dilfridge yes
+[19:34:33] * soap yes
+[19:34:40] <robbat2> passed: robbat2 is treasurer
+[19:34:53] <robbat2> so that leaves the contention of president
+[19:35:00] <robbat2> dilfridge: how much travel do you have in the next year?
+[19:35:10] <dilfridge> a lot, so probably ulm is better
+[19:35:28] <robbat2> does anybody have conflict of interest concerns wrt the e.V?
+[19:35:38] <dilfridge> not me
+[19:35:40] <prometheanfire> I do not
+[19:35:47] <robbat2> I feel that ulm can fairly represent both organizations
+[19:36:02] <robbat2> as the goals are strongly aligned, and there are no financial matters interwtined
+[19:36:51] <robbat2> soap: any concerns; otherwise we can vote?
+[19:36:58] <soap> nope
+[19:37:02] <soap> lets go ahead
+[19:37:16] <robbat2> (meta: should this be ulm vs dilfridge, or just confirmation of ulm?)\
+[19:37:27] * dilfridge steps back
+[19:37:33] <prometheanfire> vote: ulm as president
+[19:37:38] <ulm> I'm fine with either
+[19:37:40] * prometheanfire aye
+[19:37:43] * ulm abstain
+[19:37:44] * dilfridge yes
+[19:37:48] * robbat2 aye
+[19:38:11] * soap yes
+[19:38:17] <prometheanfire> passed: ulm is president
+[19:38:26] <ulm> thank you
+[19:38:29] <ulm> I accept
+[19:38:32] <robbat2> dilfridge: thank you for your service as the FY2024 president
+[19:38:42] <prometheanfire> vote: accept presidents letter
+[19:38:45] <robbat2> one sec
+[19:38:47] <prometheanfire> k
+[19:38:51] <dilfridge> a pleasure, I can step in in the future again too if we still need it
+[19:39:08] <robbat2> do we feel the need to vote on any optional officers at this time?
+[19:39:31] <ulm> IMHO the vice* are pretty much meaningless at this point?
+[19:39:37] <prometheanfire> chairman could be nice if anyone is up for it?
+[19:40:22] <robbat2> for requirements of optional officers: chair* must be trustees; the other roles are do not have to be trustees
+[19:41:38] <robbat2> i don't think I have time for treasurer & chair roles
+[19:42:16] <prometheanfire> we can move on if no one has stepped up
+[19:42:43] <robbat2> sure
+[19:42:49] <prometheanfire> ok
+[19:42:54] <prometheanfire> vote: accept presidents letter
+[19:44:21] <prometheanfire> it would be better if it was in the wiki, dilfridge can you post it to https://wiki.gentoo.org/index.php?title=User:Dilfridge/FY2025_Gentoo_Foundation_Letters
+[19:44:27] <dilfridge> sure
+[19:44:54] <prometheanfire> we can come back to it
+[19:44:57] <dilfridge> done
+[19:45:00] <prometheanfire> oh
+[19:45:19] <prometheanfire> https://wiki.gentoo.org/wiki/User:Dilfridge/FY2025_Gentoo_Foundation_Letters linked for reference
+[19:45:48] <prometheanfire> third time's the charm
+[19:45:50] <prometheanfire> vote: accept presidents letter
+[19:45:53] * prometheanfire aye
+[19:46:02] * robbat2 aye (but something more serious next time please)
+[19:46:09] * dilfridge yes
+[19:46:11] * ulm abstain
+[19:47:28] * soap yes
+[19:47:34] <ulm> Cries of outrage. Chairman leaps to feet. :)
+[19:47:47] <prometheanfire> vote succeeded
+[19:47:50] <robbat2> what chair ;-)
+[19:48:04] <prometheanfire> vote: accept treasurer's letter
+[19:48:06] * prometheanfire aye
+[19:48:11] * ulm aye
+[19:48:15] * dilfridge yes
+[19:48:20] * robbat2 abstain
+[19:48:46] * soap yes
+[19:48:55] <prometheanfire> vote succeeded
+[19:49:41] <prometheanfire> next, community items
+[19:49:44] <prometheanfire> do we have anything?
+[19:50:03] <robbat2> (i have nothing more until open floor)
+[19:50:46] <prometheanfire> next, infra update
+[19:50:51] <prometheanfire> robbat2?
+[19:51:14] <robbat2> OSL is in a matter of some concern about it's future
+[19:51:24] <robbat2> while it has obtained funding for the short term
+[19:51:38] <robbat2> it will require migration of services from the old data center building
+[19:51:52] <robbat2> and this represents a good chance for Gentoo infra to re-evaluate what lives where
+[19:52:02] <robbat2> of specific discussion: the releng build services
+[19:52:27] <robbat2> they need more care & power than will be available at the new facilitiy
+[19:52:38] <robbat2> the Sparc64 box for example needs 120V@10A
+[19:52:52] <robbat2> The HPPA system has been offline due to hardware issues
+[19:53:01] <robbat2> leaving just the ARM64 host presently
+[19:53:11] <dilfridge> where is ppc64?
+[19:53:17] <robbat2> OSL's openstack
+[19:54:28] <robbat2> With the board's assent, I think we should plan to move the alt-arch releng to live with developers who can host it
+[19:54:36] <robbat2> if we can find a fair way to do it with the cost of power etc
+[19:55:08] <robbat2> a further council vote would follow
+[19:55:16] <prometheanfire> that sounds most sane to me
+[19:55:19] <dilfridge> this kinda ties in with the question what to do with hppa and sparc at all
+[19:55:23] <robbat2> as we should evaluate if hppa/sparc should even be maintained further
+[19:55:38] <ulm> robbat2: i.e. ship the physical hardware to devs?
+[19:55:54] <dilfridge> hppa cannot be replaced by qemu at the moment; sparc64 works, but sparc(32) is very buggy
+[19:55:55] <robbat2> if they can show they have suitable hosting, power & connectivity for it
+[19:56:06] <sam_> we do have people who use sparc, hppa not so much but i wouldn't want either to go away, dropping them to ~arch and scaling them back is something i could live with
+[19:56:07] <prometheanfire> that sounds like a council question (if hppa/sparc continue)
+[19:56:34] <robbat2> the question for trustees: would we agree to fund this, if the council approves the technical side?
+[19:56:46] <ulm> sure
+[19:56:51] <dilfridge> sure
+[19:56:53] <prometheanfire> specifically the shipping of hardware?
+[19:56:54] <soap> sure
+[19:57:03] <robbat2> shipping, spares, future alt-arch funding
+[19:57:05] <sam_> i'm not convinced this is going to be feasible though, e.g. i'm probably the only one who would host the hppa stuff, but electricity in the UK is insanely expensive
+[19:57:09] <prometheanfire> sure
+[19:57:25] <dilfridge> sam_ is right
+[19:57:30] <robbat2> maybe some stipend to run the hardware
+[19:57:45] <robbat2> not covering the full cost
+[19:58:00] <ulm> probably limited to North America because of shipping cost and 120 V / 60 Hz?
+[19:58:15] <robbat2> many of them have switchable input voltage
+[19:58:23] <dilfridge> we need to recruit someone in iceland
+[19:58:34] <robbat2> the HPPA box for example was shipped from gmsoft in the EU already
+[19:58:44] <ulm> robbat2: mainly because you mentioned 120 V for sparc
+[19:58:45] <sam_> i think it needs a lot more discussion on what we might end up doing, i don't think we have a huge group of devs willing or able to host stuff. need to look at where else than OSUOSL we could host things, maybe ask for volunteers from known community members, ask about rackspace options and so on
+[19:59:18] <dilfridge> however all these details are more council business
+[19:59:33] <prometheanfire> agreed
+[19:59:34] <sam_> sure, my point here is just that i don't think you can estimate how much this will cost right onw
+[19:59:36] <sam_> *now
+[20:00:10] <robbat2> vote: in principle, should the foundation fund some of the costs of running alt-arch with developers? details and limits to be decided later
+[20:00:38] <dilfridge> does that even make sense? I mean, could spi continue that?
+[20:00:56] <robbat2> yes; the SPI can continue it; they do it for at least one other project
+[20:01:11] <dilfridge> ok then 
+[20:01:12] <robbat2> The Foundation already pays directly for the AMD64 box (at Hetzner)
+[20:01:13] * prometheanfire yes, in principle
+[20:01:13] * dilfridge yes
+[20:01:26] * robbat2 aye, in principle
+[20:01:30] * ulm aye
+[20:01:43] * soap yes
+[20:02:02] <prometheanfire> vote passes
+[20:02:09] <robbat2> passed: in principle, the foundation will  fund some of the costs of running alt-arch with developers? details and limits to be decided later
+[20:02:16] <robbat2> any further questions about the infra update?
+[20:02:39] <prometheanfire> no
+[20:02:42] <ulm> no
+[20:02:50] <soap> nope
+[20:03:11] <robbat2> next would be the treasurer update; but I already gave it as part of the AGM business
+[20:03:38] <robbat2> we're 1 hour in; can we proceed faster to keep on track? [originally scheduled as a 90 minute meeting]
+[20:03:57] <ulm> yes please
+[20:03:59] <ulm> (faster)
+[20:04:10] <prometheanfire> Open bugs?
+[20:04:19] <robbat2> skip them for now? async?
+[20:04:33] <prometheanfire> good for me
+[20:04:52] <prometheanfire> activity tracker?
+[20:04:52] * ulm hasn't looked at the list
+[20:05:03] <ulm> of bugs, that is
+[20:05:22] <robbat2> i updated the tracker; next up is the tax filing, and annual report to the state of new mexico
+[20:05:28] <robbat2> both due in November
+[20:05:30] <prometheanfire> all seems "on track"
+[20:05:33] <prometheanfire> yep
+[20:05:47] <prometheanfire> same for the action item (me doing the annual report)
+[20:06:54] <prometheanfire> new business, post election membership pruning
+[20:07:38] <robbat2> i think I posted about it after the election already?
+[20:07:40] <prometheanfire> I don't see a specific proposal
+[20:07:56] <prometheanfire> it's part of the agenda is all
+[20:08:05] <robbat2> copy & paste from last agm
+[20:08:14] <prometheanfire> yep
+[20:08:17] <prometheanfire> moving on
+[20:08:41] <prometheanfire> any vendor/funding/sponsorship/advertising requests to consider?
+[20:08:54] <robbat2> none
+[20:09:00] <prometheanfire> Membership requests?
+[20:09:13] <prometheanfire> there are no open applications that I know of
+[20:09:40] <robbat2> same; none that I know of
+[20:09:43] <prometheanfire> any of the trustees have any remaining business
+[20:09:56] <robbat2> yes - discussion of the how we dissolve
+[20:10:21] <robbat2> apologies for the terrible link, but governing laws for non-profits in the state of new mexico first: https://klvg4oyd4j.execute-api.us-west-2.amazonaws.com/prod/PublicFiles/ee3072ab0d43456cb15a51f7d82c77a2/8370db75-242a-4b44-b171-b834521eebac/ch53Art8.pdf
+[20:10:35] <robbat2> section 53-8-47. Voluntary dissolution ; page 56
+[20:11:06] <robbat2> jumping the last sentence of it: A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members present
+[20:11:09] <robbat2> at the meeting or represented by proxy are entitled to cast; or
+[20:11:23] <robbat2> *represented by proxy* is what caught my eye
+[20:11:46] <robbat2> we don't even get members quorum at the AGM
+[20:12:07] <robbat2> so I'd like to propose that we specifically plan for proxy voting to dissolve the corporation
+[20:12:28] <robbat2> this is outside the scope of our bylaws
+[20:12:34] <ulm> can't we vote the same way as for the board election?
+[20:12:59] <prometheanfire> the member would have to designate a proxy, and then we would allow that proxy to vote in their stead
+[20:13:01] <robbat2> we didn't reach the two-thirds quorum even in the election
+[20:14:06] <robbat2> we can authorize a proxy vote that is valid for up to 11 months
+[20:14:21] <robbat2> so basically get a long time to gather all of the votes
+[20:14:39] <ulm> can one person proxy more than one member?
+[20:14:55] <prometheanfire> I'd guess that's a state law question
+[20:15:06] <prometheanfire> we could lower our quorum to the minimum
+[20:15:56] <robbat2> dissolution does not permit lower the quorum
+[20:16:06] <ulm> yes, that's what I've proposed in bug 676322 years ago :)
+[20:16:07] <willikins> ulm: https://bugs.gentoo.org/676322 "Update the member quorum number to 1/10th of members; the default in NM statute: https://archives.gentoo.org/gentoo-nfp/message/443c7d847564b0c4391b434db05d1f34"; Gentoo Foundation, Proposals; IN_P; antarus:trustees
+[20:16:18] <prometheanfire> ulm: exactly
+[20:16:44] <robbat2> lower the quorum helps other votes, but not dissolution
+[20:17:18] <robbat2> due to that hardcoded two-thirds in the laws
+[20:17:25] <ulm> it says "two-thirds of the votes which members present at the meeting"
+[20:17:34] <ulm> not two thirds of all members
+[20:17:41] <prometheanfire> ^
+[20:17:54] <ulm> but maybe that's a question for a lawyer
+[20:19:04] <robbat2> no limits to how many members can be represented by a single proxy
+[20:19:09] <ulm> and comment #14 of that bug seems to suggest that we have lowered it in the previos AGM?
+[20:19:09] <prometheanfire> motion: trustees continue to plan the specifics for disolving the foundation
+[20:19:09] <robbat2> (i was checking the laws)
+[20:20:39] <prometheanfire> moving on to open floor? (not open yet)
+[20:20:58] <robbat2> ah yes - we did lower the quorum already
+[20:21:39] <prometheanfire> open floor
+[20:22:03] <robbat2> even with the lower quorum, we were not quorate today
+[20:22:27] <robbat2> (would have needed at least one more person here)
+[20:22:49] <ulm> sam_ is here
+[20:23:28] <prometheanfire> time to end meeting?
+[20:24:34] <prometheanfire> meeting ends