1 March 2019

Minutes of Directors' meeting

Agenda

Introductory matters

The Directors of RZZT CIC met online via IRC on Friday 1 March 2019 at 02:00 UTC±0.

Directors in attendance were:

  • Matthew Ferrero
  • Mozart Olbrycht-Palmer

Apologies were received from Akhilesh Jamdar.

Quorum was satisfied in accordance with the Articles of Association.

Mozart Olbrycht-Palmer was duly appointed chair of the meeting.

The Directors confirmed that the required period of notice for the meeting was met.

Previous meeting action items

The Directors confirmed that all of the action items from the previous meeting have been completed.

Confirmation of Companies House update

The Directors confirmed that all of the materials required to be sent to Companies House as a result of the General Meeting of 9 February 2019 have been received by Companies House and are being processed, per the Companies House website.

Matt declared his intention that the postage costs for sending the documents should be treated as a donation to the Company, and that he would provide the Company with a receipt for the purposes of recording the value of that contribution in the accounts.

Switching email providers

The Directors confirmed that Mozart and Akhilesh had voted by email to switch the Company’s email provider from Zoho to Hetzner because Zoho had proven unreliable for sending and receiving messages.

The Hetzner service had been provided to the Company for 12 months by a member, Joerg Reiseweber, at no cost to the Company.

Matt confirmed that he had vote in favour of the decision, but the Directors noted that this email had not yet been received.

The Directors decided that the outcome of the vote was sufficiently clear to confirm the decision.

The Directors thanked Joerg for his kind donation.

Mozart will work with Joerg to transition the Company from Zoho to Hetzner.

The Directors decided that, in the event that Hetzner proves unreliable, Matt will open Protonmail accounts in accordance with the Email Address and Mailing List Policy

Amendments to email policy

The Directors confirmed that Mozart and Akhilesh had voted by email to make amendments to the Company’s Email Address and Mailing List Policy.

Matt confirmed that he had vote in favour of the decision, but the Directors noted that this email had not yet been received.

The Directors decided that the outcome of the vote was sufficiently clear to confirm the decision.

Mozart will implement the decision.

Abolishing committees

The Directors confirmed that Mozart and Akhilesh had voted by email to abolish the Public Relations and Marketing Committee and the Funding Committee.

Matt confirmed that he had vote in favour of the decision, but the Directors noted that this email had not yet been received.

The Directors decided that the outcome of the vote was sufficiently clear to confirm the decision.

Mozart will implement the decision.

PR Manager Terms of Reference

The Directors confirmed that Mozart and Akhilesh had voted by email to adopt the Public Relations Manager Terms of Reference.

Matt confirmed that he had vote in favour of the decision, but the Directors noted that this email had not yet been received.

The Directors decided that the outcome of the vote was sufficiently clear to confirm the decision.

Mozart will implement the decision.

PR Manager appointment

The Directors noted discussions that Joseph Olbrycht-Palmer could be appointed to the newly-created role of Public Relations Manager, in light of his contributions to the Public Relations & Marketing Committee.

The Directors noted that Mozart had recused himself from such discussions on the basis that Joseph is his brother and it could be a conflict of interest.

Matt will propose a vote on the matter to Akhilesh.

Brand Ambassador Terms of Reference

The Directors decided to adopt the Brand Ambassador Terms of Reference

Mozart will implement the decision.

Brand Ambassador appointment

The Directors noted that Neal Wright, a member of the Company, had expressed interest in using his connections within the software industry to promote the Company, and would be a possible candidate for the role of Brand Ambassador.

Matt noted that he had previously worked at the same Company as Neal, but that Neal was not his direct supervisor. The Directors decided to discuss with Akhilesh outside the meeting whether this is a possible conflict of interest.

Mozart will ask Neal for a CV to assist the Directors in their deliberations as to his suitability.

Statement on human rights and civil liberties

The Directors decided to adopt the statement on human rights and civil liberties.

Mozart will implement the decision.

Postage from within the UK

Mozart informed the Directors that he had been in contact with a friend in the United Kingdom who is willing to handle the Company’s outgoing post to Companies House and Her Majesty’s Revenue and Customs.

The proposed terms are that the Company pays him £0.01 per printed page, all postage costs, the costs of any money orders required (to pay fees), and an additional £10 for labour.

Mozart noted that he believes this is the cheapest available alternative to international postage, but noted that this must be independently verified by the other directors due to a possible conflict of interest.

Matt and Akhilesh will consider the matter further.

Small donation recipients

Matt confirmed his intention to continue working on preparing a list of potential donees for small donations. A deadline of 8 March 2019 was set.

List of requirements for funding applicants

Matt confirmed his intention to continue working on preparing a list of requirements for funding applicants. A deadline of 8 March 2019 was set.

Business cards

The Directors acknowledged that Neal Wright, a member, had circulated designs for a new business card.

Matt noted that he had arranged, at his own cost, the printing of an unapproved business card design, and was not seeking remuneration for that expense.

The Directors decided to approve Neal’s design for two variants of the new business card — one with black text on a white background with the RZZT logo on the obverse, and one with an inverted colour scheme.

Matt will make the necessary arrangements with Neal to have the new business card designs printed according to each officers’ personal preference.

Action items

  • Mozart will implement the decisions to:
    • transition the Company’s email provider from Zoho to Hetzner;
    • amend the Email Address and Mailing List Policy;
    • abolish the Public Relations & Marketing Committee and the Funding Committee;
    • adopt the Public Relations Manager terms of reference;
    • adopt the Brand Ambassador terms of reference; and
    • adopt the Statement on Human Rights and Civil Liberties;
  • Matt will:
    • propose a vote to Akhilesh on the appointment of Joseph Olbrycht-Palmer to the position of Public Relations Manager;
    • prepare a list of potential donees for small donations;
    • prepare a list of requirements for funding applicants; and
    • make the arrangements to have the new business card designs printed.
  • Matt and Akhilesh will verify that the proposed terms for arranging postage from within the UK present the cheapest option.
  • Mozart will:
    • discuss with Akhilesh whether Matt’s previous employment relationship to Neal Wright presents a conflict of interest; and
    • ask Neal Wright for a résumé/CV to assess his suitability for the role of Brand Ambassador.

Next meeting

The next meeting will be held on Friday 8 March 2019 at 02:00 UTC±0.

Close of meeting

The meeting was closed at 03:09 UTC±0.