24 February 2018

Minutes of Directors' meeting

Agenda

Introductory matters

The Directors of RZZT CIC met online via IRC on Saturday 24 February 2018 at 02:00 UTC±0.

Directors in attendance were:

  • Matthew Ferrero
  • Akhilesh Jamdar
  • Victor Rincones Rodriguez

Also present were:

  • Mozart Olbrycht-Palmer (the Company Secretary)
  • Joerg Reisenweber(a member)

Quorum was satisfied in accordance with the Articles of Association.

Akhilesh Jamdar was duly appointed chair of the meeting.

The Directors confirmed that the required period of notice for the meeting was dispensed with by unanimous consent of the Directors.

Company registers

The Company Secretary reminded the Directors that the Register of Directors and Register of Directors’ Residential Addresses must be kept up-to-date, and the Registrar of Companies informed of any changes within 14 days of them occurring. Fines may be incurred in the case of default.

The Company Secretary further reminded the Directors that the Registers may be inspected by the Directors at any time if they are not sure if their details have changed.

The Company Secretary informed the Directors that he has created a Register of Interests, as required by the Articles of Association, to list the interests of Company officers in any transactions or proposed transactions. The matter of whether to make this Register public was deferred for further discussion outside the meeting.

Company letterhead, website and email signature

The Company Secretary tabled a proposed letterhead that complies with legal requirements for companies incorporated in the United Kingdom.

The Directors decided to adopt the proposed letterhead.

The Company Secretary also noted the requirement to include the Company’s name, form, place of registration, company number and registered office details in correspondence, order forms and Company websites. This information is included prominently on the Company website at https://rzzt.io/corporate/, and should also be included in the email signatures of all emails sent on behalf of the Company.

The Company Secretary also informed the Directors that many internal documents will be published via the Company website rather than GitHub where possible, in compliance with the Company’s Document Publication Policy.

PayPal and TransferWise

The Company Secretary informed the Directors that he is currently negotiating with PayPal to have restrictions on the Company’s PayPal account lifted. Specific problems associated are:

  • that PayPal is requesting UK residential details, despite none of the officers being UK residents; and
  • that PayPal is requesting details on a senior management official, but has limited capacity for removing people who do not qualify, or who are not needed.

The Company Secretary noted that a letter of authorisation signed by a Director or similar officer is required on the Company letterhead, but this is an easy requirement to fulfil.

The Company Secretary also noted that he is negotiating with PayPal to have non-UK banking details added to the Company’s PayPal account.

The Company Secretary informed the Directors that this has not affected the Company’s TransferWise or Patreon accounts.

Funding Committee progress and developer contracts

Akhilesh, in his capacity as Funding Officer, reported on behalf of the Funding Committee that the Committee was examining fundraising methods employed by other non-profit organisations, and expected to provide a report on this matter to the Directors by Friday 2 March 2018.

Akhilesh also reported that the Funding Committee was in the process of preparing a suitable software development contract for Victor Rincones Rodriguez concerning the Taskhive project. While the priority is on preparing a contract for Victor, this contract could provide a suitable template for future contracts.

Directors’ availability

Matthew informed the Directors that he would have limited availability from 9–14 March and gave apologies in advance for any meetings that take place over that period.

Akhilesh informed the Directors of his general unavailability from March to April due to his work schedule.

Sunday meeting

The Directors decided that the Directors’ meeting scheduled for Sunday 25 February 2018 would be cancelled.

New meeting schedule

The Directors decided that Directors’ meetings will be held every Friday at 02:00 UTC±0.

Next meeting

The next meeting will be held on Friday 2 March 2018 at 02:00 UTC±0.

Close of meeting

The meeting was closed at 03:26 UTC±0.