19:10:42 #startmeeting 19:10:42 Meeting started Sun Dec 16 19:10:42 2018 UTC. The chair is smichel. Information about MeetBot at http://wiki.debian.org/MeetBot. 19:10:42 Useful Commands: #action #agreed #help #info #idea #link #topic. 19:10:46 actually before we start the real agenda, also technically should enter the decisions we made over email/poll into the record too, can do that super quick after roll call 19:10:59 #topic role call 19:11:10 #info keverets 19:11:13 #info clinton 19:11:15 #info smichel17 19:11:17 #info eronel 19:11:31 #info docelic 19:11:37 if you don't #info, it doesn't show in the log, right? 19:11:48 smichel: it doesn't show in the summary 19:12:08 there are full logs attached, but it's nice to have this in the minutes for quick reference 19:13:01 Anyway, so polls were to terminate peer1 and how to get rid of hardware @peer1 19:13:18 You want to do a mock vote or something? 19:13:21 smichel: should #topic that 19:13:31 smichel: nah, we just need to set a topic and I'll #info the decisions real quick 19:13:53 #topic moving away from physical hardware 19:14:07 fire away :) 19:14:30 #info on 2018-11-22 the board resolved to terminate services with peer1 on or around november 23rd https://members.hcoop.net/portal/poll?id=69 19:14:56 * smichel slept ~13 hours last night and is feeling a little sluggish today 19:15:06 #info on 2018-12-13 the board resolved to Pay Peer 1 remote hands to dismantle our rack on December 19th , Mail all hard drives to Clinton Ebadi, who will retain them for 45 days in case we need to recover data, and will then destroy the drives by physically disassembling them. , Have the drives mailed using Fedex (located in the same building as Peer 1), or UPS if it is significantly less expensive. and to 19:15:06 Leave the remaining hardware on-site for recycling. https://members.hcoop.net/portal/poll?id=70 19:15:15 #info Leave the remaining hardware on-site for recycling. https://members.hcoop.net/portal/poll?id=70 19:15:26 should be good on that 19:16:39 Do we have an agenda of other things to discuss / Does anyone have things you'd like to put on the agenda? 19:16:42 Hrm. Looks like it's my client that disconnected. Apologies 19:16:50 https://wiki.hcoop.net/IrcMeetings/20181216 19:17:49 Should we tackle the agenda in reverse order? 19:18:15 second one might make sense before 3rd? 19:18:20 maybe just move the update-board-area to the end? may as well do a general overview of finances before doing the bill part 19:18:33 sounds good 19:18:39 #topic Update on financial situation and migration 19:18:52 Alright, so ignoring the $2500 peer1 just got us with 19:19:09 #info bank balance is $1,867.47 19:19:58 #info Upcoming expenses: $680 for November Hosting, ~$680 (not sure what prorated amount will be) for December hosting, $150 remote hands to derack equipment, unknown (assume under $100) for mailing drives to clinton 19:20:50 #info Leaving us $257.47 (subbing $100 for shipping), enough for upcoming january expenses assuming no one pays dues before them 19:21:19 #info current dues are ~$550 per month, with a few members slated to be booted (and not counting additional pledges from clinton) 19:21:22 I will be adding ~$100 before then, assuming we're able to resolve the overage charge 19:22:00 so... ignoring the $2500 charge, we are in not too bad shape. we can afford our final peer1 expenses and next month @ DO + Linode no problem, and should begin gnawing away at the deficit 19:22:55 but then there is the $2500 surprise bill we got from peer1, which leads us into the next topic, unless anyone wants to discuss general financial status more 19:23:26 No particular questions/comments from my side on the above 19:23:36 Happy to move on 19:23:42 From my perspective, it's dangerously close to 0, but there's not really much to be done about it, so it is what it is 19:23:42 since it was migration status too-- 19:23:55 #info we have fully migrated all services from peer1 to digital ocean 19:24:05 #info final task at peer1 will be actually power fritz down and remove hardware 19:24:35 smichel: I will probably drop just a bit more in one last time as well, just so we have more buffer. but over the next quarter we should see our balance steadily grow 19:25:59 When we do have more balance, I'd like to propose returning some of it to unknown_lamer 19:26:07 You've put in a *lot* of personal money 19:26:19 I have already paid it to the coop, so you guys can't refund me per the bylaws ;) 19:26:32 since I am also forbidden from receiving any compensation, which I think that'd be ... I'm fine with this 19:26:53 If you say so… 19:27:40 my procrastination is why it took us a full year from when I realized we had to move (and really, we started discussions to move to virtualized hosting all the way back in 2016, 'tho some bits at vps providers weren't quite in place to make it feasible then) 19:27:49 Future credits applied? You may be good for next 10 years 19:27:53 heh 19:28:08 I am going to leave at least a full year of dues in my balance after next month ;) 19:28:27 Any other questions / comments about migration? 19:28:31 I'm good 19:28:39 None 19:28:43 none 19:29:12 Alright 19:29:31 #topic surprise overage/bandwidth bill 19:30:11 #info during november 2018 peer 1 charged us 2,436.27 for our 95th percentile transfer hitting 22.8Mbps ($140/Mbps less 5Mbps bundled) 19:31:26 #info total transfer was ~950G, and we were at most exceeded 5Mbps for a few hours, potentially even less, due to an errant log copying cron and the awful resolution of the mrtg graph making the spikes invisible due to the spike from us copying our volumes offsite 19:32:28 if you want to see what I mean, here's the view of november we have access to: https://unknownlamer.org/tmp/MRTG_2018-12.png 19:33:06 What's the red line? 19:33:13 three spikes are us moving databases, mail volumes, then user volumes. those took under 18h total, and they discard the top 5% samples (36h) 19:33:52 red line is just some time marker 19:34:07 I think it might be where the 30 days starts 19:35:28 pretty sure it is, since we copied dbs just before and week 44 is oct 29 -> 19:35:38 anyway 19:36:06 they are being totally inflexible and ended up charging us the full amount, throwing us to $568 negative, despite us disabling overdrafting 19:36:33 Can we complain to the bank that disabling it didn't work? 19:37:11 Or was there some fine print saying that it might not take effect until some random time? 19:37:14 I suspect it may be because it went through visa and not as a debit/check 19:37:52 eronel: it was to take effect at the latest on Dec 14, so should have been several hours before the peer 1 charge went through... so also may have been a race condition (which cron ran first...) 19:38:36 another annoying wrinkle: I have been using my readonly account @ wellsfargo so I can't directly modify anything... and I forgot my pin so wasn 19:38:42 't able to regain access 19:38:57 and now after resetting the pin, it still won't let me... so I need to call WF today or tomorrow 19:39:24 #action clinton will call WF and ask if visa transactions are exempt from overdraft restrictions 19:39:43 #action clinton will call WF to try and determine why rw online banking account password still cannot be reset 19:41:09 so, once I get online rw access back... their faq at least claims I can revoke other authorized signers and their cards there (otherwise I will have to go to the bank in person again I think) 19:41:40 and based on old board mail, the last card peer1 had was steve killen's card from when he was treasurer... so we have the option of just killing that card this week 19:41:51 and finally from me 19:42:26 I complained at our "inside account manager" (lol), and supposedly billing has refunded the charge and /graciously/ given us three months to dispose of it 19:42:58 however, the reversal has not yet gone through -- but the charge is also still pending, so they may have just reversed it and the hold will clear monday, I will update tomorrow during the day 19:43:15 so... what does everyone want to do here 19:43:34 I don't think we have any real recourse if they decided to be terrible people and charge us $2500 for a couple of hours of overage... 19:43:51 What are the options? 19:44:07 well, for one I want to keep trying to get them to review it... 19:44:40 If you can't talk to billing directly and have to keep going through the front-line support person, I don't think you will be able to negotiate. 19:45:03 I agree we need to get in contact with billing directly, but they have not responded to our ticket in 2 weeks now. 19:45:07 but then if they still refuse to budge, we could see if any members want to help cover it... and I would be willing to pledge any difference (but this is probably the last time I can do that... but also should be the last time it is ever needed) 19:45:55 eronel: I have been mailing the ticket billing created and only ccing this guy... but yeah, they are hiding behind him >:O 19:47:11 even with 90 days, we won't have the $2500 either (at most we end up with $1500 minus about $750) 19:48:01 I have come around to the idea of revoking the card and (if possible) using a one-time funding limited proxy card to make any further payments to them at least 19:48:29 I'm the one who's been proposing ^that 19:48:43 As a way of mitigating the risk of overcharges and other complications 19:48:55 I also unfortunately don't think we could take any legal action against them if they won't budge (no money to do so, and apparently their MSA says we have to take all action in washington state) 19:49:37 So, the master services agreement also says, in the dispute resolution section, 19:49:40 > You and Cogeco Peer 1 agree to use reasonable efforts to resolve any breach of this Agreement through good faith discussions prior to either Party taking any legal action 19:49:51 > Such discussions will involve senior representatives nominated by each Party and, if reasonably required, ultimately include the executive management of each Party if necessary. 19:50:22 in my last email I made sure to mention that the MSA implied we were entitled to a response and escalation if needed 19:50:49 So, it seems to me, we can force them to have an actual discussion with us by: 19:50:57 1) Cancel the card so they have no way to charge us 19:51:41 2) Now, by the MSA, they can't take us to court without talking to us first 19:51:54 So either they talk to us, which is all we really want for now, or they drop the charges 19:52:49 I mean, of course they could break the MSA and take us to court anyway, but I think our email trail makes it excessively clear that we've been the reasonable ones and they've given us the cold shoulder 19:53:09 I believe they can take to court in any case, because there would be no one to protect us from their legal action, even if during that whole procedure they would be proven wrong 19:53:21 They also know that we can't afford to go to court. 19:53:32 That goes both ways, though 19:53:36 I guess, at the end of the 90 days if they don't budge, what would we do? 19:53:47 I think we can all agree we need to push back against the charge as much as we can? 19:54:02 If they were to take us to court, it seems like we have essentially 2 options 19:54:02 but ... if it's pay up or they sue us... 19:54:26 1) Pay up, rally the members to find some money, and then we're just *done* with peer1 and don't have to worry 19:54:26 So in my opinion we are at their mercy, and if either 1) they don't give us any better option, or 2) they don't respond at all, we will have to pay that amount 19:54:27 Btw, do we have insurance to protect the board members? 19:54:44 unknown_lamer, sure, we should discuss to the max. length possible with them 19:55:15 2) Spend our $1800 on a lawyer; if we lose, we won't have anything to pay them with anyway 19:55:21 eronel: no insurance, but our corporate status should insulate board members (and members, as they are all also owners) from anything 19:55:35 unknow_lamer: No, it does not. 19:56:26 I am on another board that has educated me that if there is no insurance protection, and we get sued, then we are liable. 19:56:52 I have a lawyer friend I could ask for advice, either unofficial or possible pro bono 19:56:57 that is fun 19:57:09 Therefore, it is my opinion, that if as a board it is decided that you are gong to put us at risk for going to court, I will resign right now. 19:57:26 eronel: liable to what extent? Do you know the relevant laws? 19:57:35 I don't want to risk any legal action; my opinion is that if they won't budge, we pass the collection plate around and I'll cover any difference 19:57:48 but also that we should delay and attempt to negotiate as long as possible 19:58:31 I'm willing to spend time doing research into the relevant laws if I have a place to start at 19:59:09 also if we are indeed making board members financially liable for any lawsuits etc we should look into whatever insurance we need to insulate the board in the future 20:00:22 eronel: would you be able to ask your other board where their information comes from, and then I can look into it? 20:00:40 I agree we should look into insurance if we are liable 20:01:46 And I also want to know the limits to that liability 20:02:02 eg, I would expect us to be liable if the coop took any criminal action 20:02:17 So, actions to look into insurance, to push back as much as possible, and to formulate a backup plan if the pushing back fails? 20:03:20 seems reasonable to me 20:04:02 But I would be surprised if we are liable if simply don't have the funds to pay the charge -- isn't that the whole point of corporations? To separate business and personal assets? 20:05:02 One thing, I think going to court in any way is not feasible... we realistically have no means to defend ourselves, and any defense would likely cost more time/money than just begrudgingly paying up :-\ And also feel like we'd be more likely to lose than win, and ... if there's any financial or legal liability to the board or members, that make it even worse 20:05:20 *makes 20:05:51 #action smichel17 will see if his lawyer friend can provide any advice (legal or informal) 20:07:08 as far as pushing back, does it seem reasonable for me to continue requesting that they review the MRTG data and demand a direct response from billing? And if yes, how long should we keep trying before calling it... 20:07:36 smichel: Board members are also at risk of being sued individually. 20:07:39 90 days is the latest they have given us to pay, so I'd say try for another 30 and if they won't budge then... they aren't going to budge, and we have to raise funds and just deal with it 20:07:39 Seems reasonable.. call mid week or early next week? 20:09:38 keverets[m]: I'd at least want to wait until after the first, our contract ends on Dec 23 and suspect billing will be even slower the week after 20:09:53 * smichel doesn't have $2500 in the bank to pay them even if they did sue him ^_^ 20:11:36 unknown_lamer: OK. First week of Jan then? 20:11:51 that seems reasonable 20:11:57 how about we call it on Jan 11 20:12:06 then if needed, that is the weekend we ask members to chip in 20:12:46 I also pledge to cover the difference between what others can put in and the full amount... hopefully not a huge amount 20:13:16 Sounds good 20:13:19 then, I suppose... pay them by Feb 1st? 20:13:52 eronel: it sounds like we want to look into directors and officers insurance ? 20:13:52 Is everyone around on Jan 12th to have another board meeting where we can discuss again and make the decision officially? 20:14:10 Does this need a vote or just a note of the action? 20:14:28 I think we should vote on this, yes 20:14:33 Vote seems reasonable. What's the #command? 20:15:21 unknown_lamer: yes! 20:15:22 or is there a separate vote command? 20:15:28 for this we have been using #info Vote: ..., then #info +1/-1 for yea or nay, and finally #action whatever the action is (we really need to add a #agreed though). also we've been trying in theory to do some minimal rules of order, one member proposes vote then another seconds before we vote 20:16:33 Well we have 2 proposing a vote already :P 20:16:36 so, first, I'd like to propose: The board resolves to negotiate the overage charge in good faith with peer1 through January 11th 20:17:20 #info Vote: The board resolves to negotiate the overage charge in good faith with peer1 through January 11th 20:17:47 I'll assume that works as a second in this case 20:17:53 ^ 20:18:07 #info +1 20:18:09 #info +1 20:18:15 #info +1 20:19:07 Can we check schedules now and set a board meeting for Jan 12th or 13th if everyone is around then? 20:19:10 #info +1 20:20:16 smichel: let's resolve this vote first, then works for me 20:20:19 I should be available then 20:21:17 #info +1 20:21:36 or if that will take a while to tack down, maybe just work on the meeting over email (I do need to go in about 20 minutes ideally, need some sunlight to scrub my deck... alarm failed to go off so didn't get a chance to this morning) 20:22:29 Okay, so, we need someone to take on an action of looking in to liability and insurance. I'm happy to do it but would appreciate someone else joining me 20:22:43 #action Agreed: The board resolves to negotiate the overage charge in good faith with peer1 through January 11th 20:23:04 I don't think we need to vote on that, if anyone wants to just volunteer and #action that 20:24:29 Not sure how much help I can be from Canada. Our rules are a bit different here 20:25:32 eronel: Could I ask you to help? You seem to have a little experience from your other board, and are more cautious, to balance out my headstrong-ness :P 20:26:41 smichel: I can look into it. 20:27:28 aside from that, seem reasonable to agree now that we will avoid any legal action / collections actions ? 20:27:29 #action smichel17 and eronel will look into liability and insurance for board of directors 20:27:35 yes 20:27:46 vote on that? 20:28:14 *should we 20:28:19 I propose then: the board resolves to avoid the dispute turning into any legal or collections action, and will raise funds to pay it if peer1 refuse to negotiate 20:28:31 it hurt my pride but... they have the position of power here :-\ 20:28:42 Second 20:29:01 #info +1 20:29:04 #info +1 20:29:07 err 20:29:30 smichel: since you are the president you should #info the vote: I think (at least, iirc, that is what we have always done) 20:29:41 #info +1 20:29:43 eventually we should write down our pseudo-rules-of-order 20:30:18 Can we revisit this vote in the jan 12 meeting when we have more info about liabilty and what our negotiating position actually is? 20:30:58 I think this vote indicates our intentions regardless. 20:31:20 #info Vote: the board resolves to avoid the dispute turning into any legal or collections action, and will raise funds to pay it if peer1 refuse to negotiate 20:31:20 I don't think my position would really change ... for me, just dealing with it is the least stressful option and I don't see us having much of a case (TECHNICALLY they have every right to bill us, our contract is clear, and unless they miscalculated the mrtg data...) 20:31:30 #info +1 20:31:36 #info +1 20:31:39 #info +1 20:31:49 I'm not saying we will change it, I just want to review the decision 20:32:04 we can always amend or reverse the decision by a vote 20:32:05 ie, for now, if push comes to shove, we pay, but we'll talk about it again next meeting 20:32:39 but I think it's good to make our current intentions clear, also when we inform members of what we're planning this gives them something to go on 20:32:42 (obviously, I also voted +1; I think it's the right choice since we don't really *know* our legal footing atm) 20:33:12 #info +1 20:34:23 #action agreed: the board resolves to avoid the dispute turning into any legal or collections action, and will raise funds to pay it if peer1 refuse to negotiate 20:34:40 were there any other things we wanted to tack down now ? 20:36:32 unknown_lamer: From the info I have, I'm not sure the charge is legit. The 95th percentile is 36h and you said our migrations were over for 18h. Then you've said the logs couldn't have been taking up more than 1h, so how does that put us over? 20:36:38 #info +1 20:37:20 Anyway, we can discuss that later since we're near out of time, ready to move on to final topic? 20:37:32 smichel: since I can't see all of the data ... there are probably other quick spikes to just above 5Mbps and in total it all added up to where the 22Mbps samples (they are ordered highest use -> lowest use before the discarding) were the 95th 20:38:08 but a sane human being would run the numbers, see we're at 5Mbps or lower probably at the 94th percentile (or maybe even 94.somethingth) and just throw the bill out or charge us a fraction of it 20:38:32 My point is just that I'd like to see proof before blindly accepting the full charge 20:38:42 And yes, have a human look at it 20:38:45 unfortunately it appears peer1 billing are not normal sane people, assuming they have even bothered to look at it and aren't just straight up ignoring us 20:39:10 Anyway, ready to move to last topic? 20:39:13 smichel: right, I will keep pushing as hard as I can without being unprofessional until our give-up date 20:40:28 works for me, I think agreeing on a date to give up, that we will avoid this turning into a legal action against us, and that we'll look into director/officer insurance is reasonable for this 20:40:43 #topic update board pages 20:40:53 it looks like keverets[m] updated /board today ? 20:41:04 I updated 20:41:06 also I updated BoardArea with last few elections a couple of nights ago 20:41:23 Is there more to change? 20:41:24 or rather, nuked that and just transcluded the HcoopElections page that's linked from the welcome page 20:41:42 #info There are two pages about the board that were out of date: https://hcoop.net/board/ and https://wiki.hcoop.net/BoardArea 20:41:48 we need to gather us meeting minutes is the main thing I think 20:41:49 Last few chnages haven't been committed to darcs 20:42:23 #action keverets to collate meeting minutes 20:43:05 keverets[m]: for darcs I think just committing all changes at once is fine... fine grained revisions don't seem critical imo 20:43:16 "update" :-D 20:43:53 I don't think there's anything to vote on for this, just that action 20:44:10 yeah, I can't see anything else critical 20:44:30 'tho I'm wondering... do we need to have our IRS 990-N forms posted publicly like that 20:44:52 something we can discuss on the list ... I think we should look into whether we can make some of that available only to members 20:45:42 mostly just the 990-Ns and any yearly reports with PA, since they do kind of have our EIN on them 20:46:01 When are those due? 20:46:16 #action clinton will check if there is any legal reason we can't move IRS and state filings to a private members only area, and update the board 20:46:28 once we find out if they need to be public, can discuss if they should 20:46:30 Or at least redact them 20:47:01 keverets[m]: 2018 will be due by april 15th, we need to file with PA this year with last year's director update 20:47:18 it's kind of funky because AFAIK we have to file in jan for that ... with the last year's change in directors 20:47:40 e-postcard can be filed right after jan 1 20:47:49 so we should to get it out of the way 20:48:02 We really ought to have a better organized list of all the stuff we need to do to keep the coop running 20:48:02 keverets[m]: one thing I just noticed ... secretary address still has terpri's address 20:48:18 smichel: we have the BoardDirectorDuties page, which is a reasonable template 20:48:26 also the postcard and pa filing is all documented 20:48:59 I guess also better processes then; the documentation doesn't mean much if we don't look at it :P 20:49:05 I'm starting to run low on time. What else needs to be discussed/decided? 20:49:15 Nothing that I can think of 20:49:16 I am good on what we've decided today 20:49:36 anyone else have last-minute agenda items? Otherwise I'll end the meting 20:49:43 eronel: docelic: ^^ 20:49:45 All good here. 20:50:23 looks good 20:50:32 #endmeeting