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Minutes of the Annual General Meeting 2004
of the FirebirdSQL Foundation, convened on 5 April 2004, in the FFMembers forum

The third Annual General Meeting of the FirebirdSQL Foundation Inc. was convened at 12:02 GMT on 5 April, 2004, with Mark O'Donohue in the Chair. A quorum was counted and the meeting was declared open. There were no apologies.

AGM2004-03 Minutes of the previous AGM were presented and accepted.

There were no matters arising.

AGM2004-05 The President's Report was presented and accepted.

AGM2004-06 Treasurer's Report

The Secretary presented the Treasurer's Report on behalf of the Treasurer. During Matters Arising, there was heated discussion by some members regarding the format of the report and some other members drew attention to minor discrepancies. Corrections and amendments were made where required and the report was annotated accordingly. Finally, the amended report was accepted by a majority.

It appeared several members found the report as presented, broken down by currency, difficult to follow. There was general approval of a recommendation to present future finance reports in a single currency, rather than broken down according to the various currencies in which transactions occurred and balances accrued.

AGM2004-08 Plenary Proposals

AGM2004-08-SR-01 (Special Resolution) Change name of foundation to "The Firebird Foundation"

That rule 1.1 (Definitions: Name), which currently reads:

The name of the association shall be The FirebirdSQL Foundation (referred to in these rules as "the Association").

shall be changed to:

The name of the association shall be The Firebird Foundation (referred to in these rules as "the Association").

Proposer: Geoff Worboys, Seconder: Mark O'Donohue

The proposal was made with the reasoning that the new name would align with the Firebird product, giving the association a stronger position in case of branding issues. It was also perceived to be shorter and clearer.

The proposal was carried.

AGM2004-08-SR-02 (Special Resolution) Change membership rules to allow associate members in Committee.

That rule 10.b.ii (under "The Committee: Management by Committee"), which currently reads:

[ the Committee shall consist of: the Office Bearers (...) and, ]
...
ii. at least three but no more than eleven other Members, each of whom shall be a Principal Member according to Rule 3.k hereto described at the time of calling for nominations and shall be elected at the Annual General Meeting of the Association.

shall be changed to:
[ the Committee shall consist of: the Office Bearers (...) and, ]
...
ii. at least three but no more than eleven other members, each of whom shall be a Member of the Association at the time of calling for nominations and shall be elected at the Annual General Meeting of the Association.

Proposer: Mark O'Donohue, Seconder: Paul Vinkenoog

In proposing the motion, M. O'Donohue said Committee membership was not a privilege, but an extra contribution made in the form of work. Allowing Associate members on the Committee would gives more members an opportunity to make that extra contribution, and might result in a more productive and/or skilled Committee because of the bigger pool of potential nominees.

The motion was carried.

AGM2004-08-OR-01 :: (Ordinary Resolution) Offer a number of Full and Associate memberships to active developers

That the Committee, in accordance with Rules 3.k.ii and 3.q, offer a number of honorary Full and/or Associate memberships to those who contribute most to the code base. The number may be between 5 and 10 for each type of membership, but this is just an indication; the ultimate decision as to which developers are offered an honorary membership shall lie with the Committee.

Proposer: Mark O'Donohue, Seconder: Paul Vinkenoog

The argument for the proposal was that many developers lived in countries where the full or even the associate membership fee was simply not affordable. Considering that the value of the work they did for the project often far exceeded the value of the membership fees, even with grants taken into account, the value of having a number of active developers on board would be to enrich the Foundation and make it more representative of the Firebird community as a whole.

The motion was carried.
 
AGM2004-09 :: General Business

Certain topics were raised when General Business was opened, which the Secretary indicated should be ruled out of order. She noted that the issues that some that some members were considering in detail, being not constitutional issues, did not belong in the AGM but in the ongoing general forum, where there is provision for the committee to be asked to take the matters up and do any action the membership considers necessary. P. Vinkenoog drew attention to Rule 12.m. which specified the correct timing and procedure for presenting items of general business at an Annual General meeting.

Accordingly, the out-of-order discussion that occurred at this point in the meeting is summarised below, under the heading "Matters Raised or Discussed Out of Order".

There were no items of General Business.

AGM2004-10 :: Election of Officers and Committee

The following members were elected to serve on the 2004-5 Committee:

Paul Beach as President (nominated by self, seconded by Helen Borrie)
Helen Borrie as Public Officer, Secretary, nominated by Mark O'Donohue, seconded by Alexander V Nevsky
Paul Vinkenoog as Vice-President, nNominated by Thomas Steinmaurer, seconded by Phil Shrimpton
Jason Wharton as Treasurer, nominated by Helen Borrie, seconded by Mark O'Donohue

Committee Members

Nando Dessena, nom. Alexander V Nevsky, sec. Phil Shrimpton
Lucas Franzen, nom. Thomas Steinmaurer, sec. Paul Vinkenoog
Frank Ingermann, nom. Thomas Steinmaurer, sec. Paul Vinkenoog
Holger Klemt, nom. Alexander V Nevsky, sec. Helen Borrie
Dmitry Kouzmenko, nom. Alexander V Nevsky, sec. Helen Borrie
Sean Leyne, nom. Alexander V Nevsky, sec. Phil Shrimpton Philippe Makowski, nom. by self, sec. Martijn Tonies
Alexander V Nevsky, nom. Mark O'Donohue, sec. Nando Dessena
Mark O'Donohue, nom. by self, sec. Nando Dessena
Phil Shrimpton, nom. Alexander V Nevsky, sec. Paul Vinkenoog
Martijn Tonies, nom. Phil Shrimpton, sec. Mark O'Donohue

AGM2004-11 :: General Proposals for the New Committee

Two items aroused discussion:
  1. N. Dessena suggested that the Foundation should help to give the Firebird Project some structure, goals and a roadmap and also help it to reform the project admin group. He suggested that Foundation funds be used to pay at least one project coordinator and/or to enable one or more people to be put in charge of doing tedious yet necessary tasks like coordinating development, ensuring good quality releases on time, QA. He considered grant money allocated so far was well spent but that project organisation should be a paramount concern.
Ensuing discussion indicated favour for these suggestions. P. Cisar agreed with the need for structure but thought the project was not yet ready for a full-time coordinator.

D. Ioannides went further and presented a detailed discipline that he thought should be applied to the processes of both coordinating the project's development and ensuring that Foundation members had a "say" in the direction of the roadmap.
  1. M. O'Donohue expressed the view that the Foundation should have a page or section listing commercial Firebird services available from Foundation sponsors and members. He suggested that entries be prioritised in the order Sponsors, Voting members, Associate members. Some other members favoured the idea. Mark offered to make up the web page himself.
Other points that were raised by M. Tonies for discussion were not pursued.
  • Firebird promotion - a point that had been raised earlier in General Business, out of order.
  • Firebird at conferences (eg: Open Source software et al.)
  • Linux distributions
  • What could the Foundation do, in cooperation with the project admins, to clean-up/revise the website so that it would be easier to maintain?
The Chairman called the meeting to a close at 00:14 a.m. GMT on April 22.

Matters Raised or Discussed Out of Order
  • M. Tonies: How to promote Firebird
  • D. Ioannides: Asked for a discussion regarding the procedure (if any) for Foundation members to get problems solved or features added (to the Firebird product?). A. Nevsky pointed out that the FFMembers forum was there for members to raise concerns or suggestions.
  • P. Cisar: Thought the Foundation should have an official representative in Firebird Admin Group, for the following reasons:
  1. while the Admin group seemed the best place to discuss project needs in detail, the Foundation needed to be able to know about them quickly.
  2. the Foundation ought to have some control over use of resources and other provisions it makes to the project. Again, the Admin group was the right place for this to be known.
  3. The overlap between the memberships of the project's Admin group and the Foundation could not replace the need for an official Foundation representative, because there was neither entitlement nor obligation for these people to fulfil such a task on behalf of one side or the other.
He suggested that the Foundation create a committee (3-5 people) to represent the Foundation in the Firebird Admin Group, including at least some people whose were not Firebird project members.

G. Sapunkov and D. Ioannides supported the suggestions.

Helen Borrie
(Secretary)
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