14:00:51 #startmeeting EOB/Evergreen Project Board meeting for 2020-12-17, agenda: https://wiki.evergreen-ils.org/doku.php?id=governance:minutes:2020-12-17 14:00:51 Meeting started Thu Dec 17 14:00:51 2020 US/Eastern. The chair is JBoyer. Information about MeetBot at http://wiki.debian.org/MeetBot. 14:00:51 Useful Commands: #action #agreed #help #info #idea #link #topic #startvote. 14:00:51 The meeting name has been set to 'eob_evergreen_project_board_meeting_for_2020_12_17__agenda__https___wiki_evergreen_ils_org_doku_php_id_governance_minutes_2020_12_17' 14:00:57 #topic Roll Call 14:01:00 Say hello 14:01:06 with info 14:01:08 #info JBoyer = Jason Boyer, Equinox 14:01:12 #info dluch = Debbie Luchenbill, MOBIUS 14:01:19 @info rhamby = Rogan Hamby, Equinox 14:01:19 rhamby: (info ) -- Returns information from the given RSS feed, namely the title, URL, description, and last update date, if available. 14:01:20 #info = tlittle1 = Tiffany Little, PINES 14:01:22 #info jlundgren = Jeanette Lundgren, CW MARS 14:01:33 #info rhamby = Rogan Hamby, Equinox 14:01:37 #info jvwoolf = Jessica Woolford = Bibliomation 14:01:50 rhamby++ I did not know pinesol had such powers. 14:01:51 #info Cowens = Chris Owens, COOL/BPL 14:02:03 heh 14:02:58 agoben won't be able to make it today, but we might wait a second for gmcharlt or nfBurton 14:03:15 #info gmcharlt = Galen Charlton, EOLI 14:03:29 #info cburton = Chris Burton, NFPL 14:03:39 The gang's (almost) all here! 14:03:41 #topic Approval of the minutes 14:03:47 #info November minutes available at http://evergreen-ils.org/meetings/evergreen/2020/evergreen.2020-11-19-14.02.html 14:04:40 I have much more of this meeting pre-scripted, so say something if I start going too quickly. Also, I'll happily accept a motion to approve the minutes from November. 14:04:55 I move to approve the November minutes 14:05:01 Second 14:05:22 #startvote Approve minutes from November meeting? yes no abstain 14:05:22 Begin voting on: Approve minutes from November meeting? Valid vote options are yes, no, abstain. 14:05:22 Vote using '#vote OPTION'. Only your last vote counts. 14:05:26 #vote yes 14:05:27 #vote yes 14:05:31 #vote yes 14:05:31 #vote yes 14:05:32 #vote yes 14:05:35 #vote yes 14:05:45 #vote yes 14:05:50 #vote yes 14:05:54 #endvote 14:05:54 Voted on "Approve minutes from November meeting?" Results are 14:05:54 yes (8): nfBurton, JBoyer, jvwoolf, Cowens, jlundgren, gmcharlt, dluch, tlittle1 14:06:07 next up is the 14:06:08 #topic Chair Report 14:06:13 Since the last meeting I've gotten in touch with Dilly and the SFC. 14:06:18 Dilly is aware of our officer changes and there's no need to do any paperwork for the MO Sec of State, our annual report and 990 suffice. 14:06:24 I've gotten a reply from the SFC so we're finally back in communication and the CC list for future communication in this regard includes all of the officers and Anna since she was involved and is interested in seeing it through. More to come later. 14:06:47 That's all from me unless there are questions 14:07:16 ok, on to 14:07:17 #topic Treasurer's Report 14:07:47 gmcharlt, has much occurred since last month? 14:08:28 JBoyer: hold on 14:08:46 +1 I have copied, but will not pasta. 14:09:48 #info Funds in hand held by TEP and MOBIUS on behalf of TEP total 41424.74 14:10:02 #info Receipts of donations since the previous meeting totalled $10,000 14:10:09 #info One pledge of $2,500 is still pending 14:11:04 #info Expenditures since the previous meeting total $40 for the QuickBooks subscription 14:11:29 #info We are up to date with respect to all financial obligations 14:11:51 #info As will be discussed later in the agenda, we finally have contact from SFC regarding the transfer 14:11:51 fin 14:12:00 gmcharlt: Are the donations included in the 41424.74 or are those separate? 14:12:09 Very nice. 14:13:29 dluch: they're included, the total reflect the donations, the account held by MOBIUS originally funded by the grant from SFC as well as 2019 conference revenue, less attorney expenses and professional services due to MOBIUS 14:13:50 Thank you! 14:14:17 gmcharlt++ 14:14:24 gmcharlt++ 14:14:29 gmcharlt++ 14:14:34 gmcharlt++ 14:14:36 gmcharlt++ 14:14:44 Next up is release updates 14:14:46 #topic Release Team Updates 14:14:47 gmcharlt++ 14:15:27 Is there anything to report on the 3.7 release team front, or has December Decembered you all to date? 14:17:06 There may be more activity once the end of the year has ended. 14:17:12 #topic Committee and Task Force Reports 14:17:17 #topic Outreach Update 14:17:23 #info Update from Rogan: http://list.evergreen-ils.org/pipermail/board/2020-December/000208.html 14:17:37 nothing to add beyond what is in the emailed update but questions are welcome as always 14:18:25 mantis1++ for contributor of the month and working on the Hatch video 14:18:34 rhamby++ 14:18:55 mantis1++ 14:18:57 mantis1++ 14:18:58 rhamby++ 14:19:02 rhamby++ 14:19:03 rhamby++ 14:19:06 rhamby++ 14:19:09 mantis1++ 14:19:14 mantis1++ 14:19:29 #topic Fundraising Subcommittee Update 14:20:18 no update I believe; will need to regroup to in January 14:20:35 +1 14:20:45 #topic 2021 Conference Committee 14:21:09 I saw that the save-the-date went out, any other updates or questions? 14:21:44 The sponsorships subcommittee is meeting next week. Will figure out onliney sponsorship opportunities 14:22:00 #info Conference Announcement is here http://list.evergreen-ils.org/pipermail/evergreen-general/2020-December/000182.html 14:22:03 dluch++ 14:22:13 I don't know if abneiman is available but the basics is that we are getting a lot organized and information on platform, price, sponsorhips and more will be out soon 14:22:35 Sounds good. 14:22:59 That brings us to my next large block of text: 14:23:00 #topic Old Business 14:23:03 and there should be a full budgetary proposal ready for the board at or before the January meeting 14:23:41 gmcharlt++ that's great. 14:23:48 #topic SFC Transition 14:24:00 #info JBoyer has gotten in touch with SFC, we're back in communication on their actively tracked ticketing system and while it is not guaranteed, it may be possible to transfer the Evergreen trademark and nearly all of our remaining funds to The Evergreen Project as soon as 2021-02-28. 14:24:01 Part of the delay is the imminent closing of their 2019 (yes) audit, and I say "nearly all" of our funds because they show transactions in 2020 for us and their 2020 audit will likely also take a while. 14:24:06 Short of some snark though I feel like we're finally over the hump with regard to SFC separation. 14:24:37 Huzzah! 14:24:39 I believe a finish line is in sight here. 14:24:41 I will note that that interaction continues to demonstrate reasons for our leaving SFC 14:24:42 wooooo! 14:24:56 Agreed, gmcharlt 14:25:00 That's great. I feel like they're still stringing us along, though 14:25:02 gmcharlt, yup 14:25:38 gmcharlt, I was going to say the same thing 14:25:50 agreed 14:25:52 I do suggest that we consider discussing with Dilly next steps, and possibly route all communications through him 14:26:14 I was not given the impression that we would be missed, so I would say any feelings of stringing-along-ness might be caused by their extra-carefully crossing i's and t's because of lessons learned over the years, not necessarily from working with us. 14:26:14 Yes, I think Dilly should get on the phone and put them in their place, to be blunt 14:27:06 i.e., late February or early March transfer is in the bounds of acceptability given projectons about how the discussion with the Loews will go down, but delays beyond that would not be 14:27:20 and there's a good argument to be made that the status of their audit is not our problem 14:27:31 exactly 14:27:44 Fair points. 14:27:58 I think Dilly wanted an update on our status with SFC anyway 14:28:19 +1 to looping in Dilly 14:28:59 I don't think it would hurt to see what he thinks 14:29:07 jvwoolf, I gave him the short version in that email (I thought I reply-all'd) and he seemed to be satisfied with that, but yes, if we want him to take the lead in communicating with the SFC then he'll definitely want a chat about that. 14:29:27 JBoyer Ah, I had missed that he was on that thread 14:29:32 I really do think he should be the one. Lawyers talk to lawyers 14:31:08 Ok. I can reach out to him about taking on communications with the SFC. I assume it would be helpful to have a call with him to go over our desires, who wants to join me on that? 14:31:13 I was just rereading his response and he invokes conferring with their legal counsel, so I don't think we're out of bounds to invoke ours 14:31:48 indeed, and the trademark transfer is likely to involve technical legal issues even if there was no bad blood between us 14:32:04 and I would like to be part of that call with Dilly 14:32:10 I volunteer as tribute. If you need me 14:32:20 +1 14:32:27 and further suggest that all board officers be on it, at minimum, unless scheduling gets hairy 14:32:58 Seems sensible to me 14:33:26 +1 makes sense 14:33:28 I am on vacation the next two weeks, but could certainly take some time for this call. Not like I'm going anywhere. :) 14:33:47 niagara covid restriction+1 14:33:49 +1 14:33:59 Alright then. unless someone would like to volunteer to schedule this (hint, hint) I can put a doodle poll together. 14:34:50 I can schedule it if you'd like, JBoyer 14:34:51 #action JBoyer will schedule a time for officers and dluch to chat with Dilly about SFC communications. 14:35:05 Ha! Nope, action item makes it now yours :) 14:35:09 Boo. 14:35:21 tlittle1++ thanks anyway :) 14:35:31 LOL 14:35:40 :-D 14:36:17 pinesol++ # ruler of us all 14:36:18 gmcharlt: Zoia knows how to make fusilli. 14:36:28 I assume that's all of the SFC discussion for now, so let's ask dluch about: 14:36:29 #topic 2021 Conference Cancelation 14:36:59 dluch++ thank you for the updates earlier today. 14:37:36 Well, I pretty much put all I know to date in the email I sent earlier. We've gotten an invoice now. I'm ignoring it for the time being. Dale has several suggestions, and will do whatever TEP wants 14:37:50 You're welcome :-) 14:38:21 But it will be easier to discuss "in person" 14:38:34 With the discussion / desire for a non-text venue, do we want to table this for now and have a special meeting over video or aim for a very video January? 14:39:19 Is it reasonable to wait until January to make the decision, or do we need to do that more imminently? 14:39:29 I'm not sure of a reasonable timeline 14:39:37 I think we can wait, based on recommendation 14:39:38 Reasonable reasonable reasonable 14:39:39 I think we're in an adequate holding pattern for the moment 14:39:54 The invoice had a 'Due Date' of the end of the month. If that matters at this point 14:40:15 also, regarding one of the specific points: the fact that they've presented an invoices with a stated cancellation fee arguably obviates them trying to claim more 14:40:20 I am very curious to see what MO does after the current meeting restrictions expire in January. The numbers are literally ridiculous all over. 14:40:24 Yes, I'm interested to hear what Dale has to say about that, now that we have it and Donna passed it on 14:41:13 nfBurton I think that's a fair point. If we go past the due date, are we just implicitly saying we're going to go forward with arbitration? 14:41:17 JBoyer: And, apparently, KC has been very consistent in its restrictions, continuing them as things stay bad 14:41:45 MO won't do anything as a state, I can tell you that with 99.9999% certainty 14:41:53 :( 14:41:54 Even with a vaccine I dont see things clearing up by April. They seem to be getting worse 14:42:09 Exactly 14:42:32 yeah, general availability would be the big milestone, and the US isn't there yet 14:42:38 I would find it really hard to believe this will be over by then 14:42:41 sorry! I was in the middle of something else - but nothing to add to what dluch, gmcharlt, and rhamby said earlier re EG2021 (and thank you to the three of them for that dluch++ gmcharlt++ rhamby++ ) - I will plan to attend the January TEP Board meeting. 14:42:47 * abneiman vanished back into the ether 14:43:10 Do we need a vote to not pay the invoice? 14:43:57 Maybe we wait to see if the lawyer has any thoughts about that part before we do that? 14:44:10 (too many thats, sorry) 14:44:27 Our next meeting isn't actually until Jan 21, which is a bit late for my taste. I'm fine with postponing the decision until after the holidays, but not *much* after. If we're going to ignore the due date, I'd like to make a decision about happens after that soon...after that. 14:44:31 Yeah, the result of that decision doesn't seem too clear 14:44:54 tlittle: agreed 14:45:12 Though I'm also okay with a meeting before holidays 14:45:47 We can potentially move the January meeting up a bit if someone else ( tlittle1 ? ;p ) would like to coordinate that. 14:46:05 I will :) 14:46:13 tlittle1++ 14:46:16 Seems like that'll revolve around Dilly's availability too? 14:46:22 not paying the invoice is what gives us leverage to get the amount reduced or waived; at minimum we should wait to make any decision until discussions happen with Dale 14:46:31 also, this is a matter that Dilly should get a heads-up on 14:46:42 So those comments from Dale were pre-invoice? 14:46:45 As for the invoice, as it is to MOBIUS and the recommendation they've been given is to ignore it for now, I'm fine letting them do that. 14:46:50 given the principal-agent relationship between TEP and MOBIUS here 14:46:55 We also don't seem to have the full amount available yet 14:47:09 Cowens: yes 14:47:24 yeah, any action to pay by end of year would require somebody extending some credit 14:47:45 Ah yes, that's true 14:48:09 So even if we wanted to it'd be a hard pressed option 14:48:25 Yup. 14:49:13 So, to sum up so I know I'm following: 14:49:14 I will still maintain I'd rather meet earlier in January since we have options on the table and the only thing we're waiting on is a decision from us on direction 14:49:50 Even if we meet early in Jan, come up with some discussion items to get feedback on, and then meet again at our reg Jan date. This is a huge issue, and I'm fine with meeting more frequently to get it resolved some which way 14:50:10 #action tlittle1 will find a time we can all meet earlier in January and discuss our next steps re: the 2021 venue cancelation negotiations 14:50:26 Agreed. I'd like to know what happens when we don't pay it. If they still try to collect or it moves to arbitration or we get charged late fees, etc? 14:50:29 And from what I understand from Donna's previous phone conversation with Dale, this sort of not paying by some sort of deadline happens all the time and isn't a big deal to big companies. I don't have that in writing, though, just passed through 14:50:57 But it will be better to have something solid to go off of 14:51:25 Does the force majeure clause still go into affect even though we already cancelled? 14:51:49 Apparently it can. Especially if restrictions are still in place in April. 14:52:30 dluch Do you think Dale would be amenable to being on the earlier Jan call so we can ask him stuff directly? Is that an okay thing for us to do, since he's actually MOBIUS's counsel? 14:52:42 I'll find out 14:52:44 Fantastic. I wasn't sure if our cancellation would be considered the end of the contract 14:53:23 nfBurton: Yes, I wasn't sure about that either. But that's why he recommends waiting to pay. 14:53:25 I wondered the same, nfBurton 14:53:33 Payment certainly would be, but also the end of any negotiations about it. I believe a part of the contract said something to the effect of the contract not being canceled until payment was recived. 14:53:45 I do think that a heads-up to Dilly should happen first before any meeting invovling Dale 14:53:54 I think that's fair 14:53:59 gmcharlt: agreed, since he is TEP counsel 14:54:31 JBoyer++ I do recall that 14:54:49 And if it's inappropriate to include Dale directly, that's okay too. Just trying to limit playing Telephone 14:55:39 JBoyer: yep, that was part of Dale's email. He doesn't think an arbiter would side with Loews if they pressed that part, but they could 14:56:53 So, I guess at this point 14:56:55 oops 14:57:36 it seems like we should see what Dale has to say about that Dec. 30 cancellation date thing and, if absolutely necessary, meet before then to decide, but otherwise wait until January 14:58:21 ? 14:58:32 I agree with that 14:58:45 Seems like Loews will have to wait either way, barring us conceding 14:59:09 which would not remotely be the first time they've been in that situation 14:59:24 Yep. And seeing as how they waited two and a half months to even get us an invoice, I'm not terribly inclined to rush around for them 14:59:25 I expect that we can also fill in Dilly (TEP counsel) about the situation with MOBIUS and the Loews when having our SFC-related call, and pass along the advice given by Dale (MOBIUS counsel) to make certain we're not potentially causing any issue for ourselves. 14:59:49 makes sense 14:59:55 Agree 15:00:01 Since we've been throwing around a lot of folk's names without them being here I thought that might help everyone keep things straight. :) 15:00:05 Sounds good to me 15:00:12 JBoyer++ 15:00:46 Will that be part of the call we have with him to discuss SFC? 15:00:49 So on the slate we've got the call with Dilly re: SFC transfer, where we'll also fill him in on the conf cancellation and Dale's recommendations. Then we're also proposing an early Jan meeting to discuss the conference cancellation. Correct? 15:00:53 With Dilly, that is? 15:01:22 I think we have action items for both of those, just mentally summing up the discussion 15:01:23 jvwoolf, that was my thinking, yes. Just to pass along a heads up about the other situation. Not that we'd necessarily need him to be involved 15:01:35 tlittle1: Yes, that's what I'm understanding 15:02:03 I just threw it out there to include Dale in January, but do other TEP want that? 15:02:08 *TEP members 15:02:27 jvwoolf, did you have concerns about that or just making sure you were following everything since there are threads going hither and yon at the moment? 15:02:38 tlittle1: that's pending discussion with Dilly,IMO 15:02:45 Ok cool 15:02:51 JBoyer: Just making sure I understood :) 15:02:55 jvwoolf++ 15:04:04 Ok, so as tlittle1 mentioned, there are action items in place to schedule the call with Dilly and to find an earlier meeting date in January (potentially additional, so don't erase your Jan 21 calendar entry just yet) 15:04:38 Does that mean we're all good for now on this point? I don't want to spend the rest of the day on it but don't want anyone to be uncomfortable with where things stand. 15:04:51 I'm good 15:04:53 I'm good at this point 15:04:59 +1 15:05:07 I'm good with the plan as well 15:05:11 +1 15:05:32 Because I can't really run any meeting *entirely* seriously: 15:05:38 #agreed all of that. 15:05:43 :D 15:05:47 :-D 15:06:23 So, one more quick block of text that I want people to think about going into the new year: 15:06:33 #topic New Business 15:06:35 #topic Strategic Planning 15:06:41 We've discussed the need for a strategic plan to guide the actions of the board. I feel that the aim of the board should be more than "pay for the conference" and "guide the project" (whatever that means) and I think there's some support for exploring that. 15:06:47 That said, it's the end of the year and everyone is and will be very busy for a short while, so this is little more than a statement of intent at the moment. 15:06:54 We would like to put together a subcommittee / task force in January to get in touch with the community and explore ways that the board can make an impact and really help guide the project, do more fundraising to do things like participate in the ECDI or a similar project, get our name out there, etc. 15:06:59 If you have any interest in this or know someone that would be interested, watch this space, percolate some ideas, and show up to our next meeting on January 21st so we can try to put a group together and get started.' 15:07:32 end of big blob of words. I'm happy for there to be some discussion around that if people are interested, but I know we're already over the hour. 15:07:34 Yay! 15:07:50 Nice. JBoyer++ 15:07:57 JBoyer++ 15:08:01 That feels like something I could help with. Being in Canada I've been muddled with the legal proceedings in US terms 15:08:06 (That yay was for strategic planning, not end of blob words) 15:08:21 JBoyer++ 15:08:25 dluch, get you an exclamation that can do both. 15:08:34 lol 15:08:51 Lol! 15:09:09 dluch: in utterly useless trivia, back in the deep mists of time, Koha's mascot was briefly a "blobby man" 15:09:27 LOLOL 15:09:32 LOL 15:09:58 nfBurton++ 15:10:02 * dluch raises hand to volunteer, too 15:10:08 Me too 15:10:15 JBoyer++ 15:10:25 Excellent 15:10:31 JBoyer++ 15:10:37 HA 15:10:41 nfBurton++ 15:10:43 dluch++ 15:10:45 tlittle1++ 15:10:48 I do have one question about our normal January meeting. So are we planning on meeting via video? If so, I can organize that, just want to confirm 15:11:23 Or shall we have further discussion about that via the listserv? 15:11:35 Jason raised a couple of points about doing that on an ongoing basis 15:12:43 I personally have no objection to planning on a video meeting, provided we can arrange for transparency in terms of (a) ensuring that interested coomunity members can attend and (b) there being a provision for a videorecording 15:12:52 I don't know if we need to do that all of the time, but for these kinds of "high-bandwidth" discussions I feel like it's easier to do over video, even if it's more work for the secretary. 15:13:00 (although there are pros and cons regarding recordings in the non-profit space) 15:13:34 Also, video may provide an option for community members who aren't comfy in IRC to attend 15:13:53 gmcharlt I've also read some discussion on that too. Maybe I can investigate that a little more and report back? 15:14:27 JBoyer It's no problem for me re: more work, that's what I signed up for :) 15:14:38 HAVE I GOT A DEAL FOR YOU. 15:14:45 lol 15:14:46 ;_ 15:14:48 ;) 15:14:51 dluch: Good point. Might also attact more potential board members in the future. 15:14:52 I genuinely LOLed 15:15:03 jvwoolf agreed 15:15:15 tlittle1: me too, lol 15:15:31 jvwoolf: Yes! 15:15:49 Ok so, didn't mean to open a can of worms here after the hour. Sorry! How about we plan on meeting via video for our Jan meetings, and maybe at our regular Jan meeting can make a decision on whether it should continue 15:15:52 Does that sound okay? 15:16:05 But yes, if there are concerns you'd like to research let's wait on that, though I will say if it looks good we should have the "early January" meeting held over video because that will be more focused on the issue that is easier to deal with over voice. 15:16:28 tlittle1: +1 15:16:47 agreed; given that we've done video meetings in the past, doing another one-shot again doesn't commit us to any permanent decision, particularly about recordings 15:16:58 we don't record our video board meetings but do provide minutes due to privacy concerns... 15:17:26 jlundgren: good point. Same at MOBIUS 15:17:48 I have seen things done that way. Recordings primarily used for note-taking and then discarded, etc. 15:18:03 Yep 15:18:03 JBoyer That's what I was thinking as well 15:18:06 our state organizations are the same. all are welcome but not recorded. NELA discards after minutes are created. 15:18:47 Sounds like a plan for dealing with potential video meetings then. 15:19:58 If there are no more questions I'll drop some infos for the minutes and release you all to your days 15:20:12 JBoyer++ 15:20:20 JBoyer++ 15:20:26 JBoyer++ 15:20:27 JBoyer++ 15:20:28 JBoyer++ 15:20:30 JBoyer++ 15:20:35 #info tlittle1 will reach out with the schedule for an early January meeting to discuss the conference situation 15:20:37 #info Next Regularly Scheduled Meeting 2021-01-21 15:20:41 #endmeeting