Minutes of Directors' meeting

Agenda

• Introductory matters
• Previous meeting action items
• Hetzner
• PR Manager appointment
• Unanimity for decision without meeting
• Trello
• Switch to Slack
• Postage from within the UK
• New accounts
• Website documentation
• Next meeting
• Close of meeting

Introductory matters

The Directors of RZZT CIC met online via IRC on Friday 8 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

• Mozart confirmed that he had implemented the decisions of the previous meeting 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.
• The Directors confirmed that Akhilesh had circulated a vote on appointing Joseph Olbrycht-Palmer the position of Public Relations Manager. Although this had been assigned to Matt, Matt explained that personal time constraints prevented him from doing it.
• Matt stated that he had contacted potential donees for small donations and expected to have a partial list completed on or before 9 March.
• Matt stated that he is still working to prepare a list of requirements for funding applicants, which he did not complete because of time constraints.
• Matt stated that he will provide his details to prepare new business card templates as soon as possible.
• Matt confirmed that he had investigated alternatives to Mozart’s proposal for arranging postage of company records from within the United Kingdom. This matter was to be discussed further in the meeting.
• Mozart stated that he and Akhilesh had not discussed whether Matt’s former employment relationship with Neal Wright was a conflict of interest in relation to a vote on appointing Neal to the position of Brand Ambassador. Mozart explained that this was to do Akhilesh’s ill health.
• Mozart stated that he had requested and been provided with Neal Wright’s CV. The email went missing in the transition from Zoho to Hetzner for email providers, but Neal had provided a link to his CV that Mozart would circulate after the meeting.

Hetzner

Mozart confirmed that the Company had migrated from Zoho to Hetzner for its email provider.

The Directors thanked Joerg Reisenweber for his generous donation of the server.

Matt noted that the current email system is usable, but that it remains under scrutiny to determine whether any unforseen problems arise.

PR Manager appointment

The Directors confirmed that Joseph Olbrycht-Palmer had been appointed Public Relations Manager.

Mozart confirmed that he would make the necessary arrangements for Joseph to be provided with an @rzzt.io email address.

Unanimity for decisions without a meeting

The Directors stated that, in their understanding, the requirement for unanimity in Article 19.1 does not include Directors who have withdrawn from the vote due to a conflict of interest in accordance with Article 20.3.

This permits decisions to be made outside a meeting by unanimous vote of those Directors permitted to vote.

Trello

Mozart reminded the Directors to regularly access the Company’s Trello board to track tasks.

Switch to Slack

The Directors asked Neal Wright, a member who had proposed the switch from Discord to Slack, to prepare a proposal that states the cost, source of funds and conditions related to the switch.

Postage from within the UK

The Directors recalled that Mozart has 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 Mozart’s friend £0.01 per printed page, all postage costs, the costs of any money orders required (to pay fees), and an additional £10 for labour.

Matt stated that he had been unable to find a cheaper alternative to these proposed terms.

Because Mozart cannot vote on the matter due to a conflict of interest, Matt will seek Akhilesh’s opinion and circulate a vote if appropriate.

New accounts

Mozart informed the Directors that he had redesigned the accounting system using Jekyll, the framework used for the current website.

In keeping with the Company’s commitment to transparency, the accounts will continue to be published via the Company’s website.

However, the accounting data is now processed directly by the website, which produces the balance sheets, income statements, general ledger and subsidiary ledgers.

Mozart noted that an unintended but positive side-effect of this is that it is impossible to produce a balance sheet or income statement that does not reflect the transactions without actually modifying the code that generates those documents.

Website documentation

Mozart informed the Directors that he had documented all the features and procedures of the Company’s website, which will make it easier for others to update and amend the website.

Action items

• Matt will:
  • provide his details via Trello to prepare new business card templates; and
  • seek Akhilesh’s opinion on whether the proposal for postage from within the UK is appropriate and circulate a vote if it is.
• Mozart will:
  • create an email account for Joseph Olbrycht-Palmer; and
  • circulate Neal Wright’s CV among the Directors.

Next meeting

The next meeting will be held on Saturday 16 March 2019 at 02:00 UTC±0.

Close of meeting

The meeting was closed at 02:57 UTC±0.