Instant Messaging Freedom, Inc.

IM Freedom Board Meeting 2022-07-10 01:00 UTC using Zoom.us. All times listed below are in UTC.

  • Preamble and call to order:
  • Directors Present
    • John Bailey, President/Treasurer
    • Matthew Needham, Vice President
    • Gary Kramlich, Secretary
    • Ethan Blanton, Director
    • Richard Laager, Director
    • Peter Lawler, Director
  • Treasurer’s Report

    • Closing Balance as of December 31, 2020 was $24,727.55.
    • Opening Balance as of January 1, 2021 was $24,727.55.
    • Income:
    • Amazon Smile: $40.07
    • Google Summer of Code: $800.00
    • Interest: $4.00
    • Spreadshirt: $63.00
    • Other donations: $562.19

    • Total Income: $1,469.26

    • Expense:

    • Development:

      • Mac Mini reimbursement to John Bailey: $700.00
      • Code Signing Certificate reimbursement to Gary Kramlich: $177.00
    • Fees:

      • Renewal of domains and purchase of pidginchat.com (Reimbursement to John Bailey): $105.40
    • Disbursement of Google Summer of Code Mentor Stipend to Gary Kramlich: $800.00

    • Total Expense: $1,782.40

    • Net change in money on hand for the year is a loss of $313.14.

    • Closing Balance as of December 31, 2021 is $24,414.41, broken down as follows:

    • Checking account: $1,500.00

    • Paypal: $113.99

    • Savings Account: $22,800.42

    • Additional items to note–John made the following transfers:

    • $2,500.00 from Paypal to Checking account

    • $169.92 from Paypal to Checking account

    • $146.10 from Paypal to Checking account

    • $57.93 from Paypal to Checking account

    • $53.00 from Paypal to Checking account

    • $148.87 from Paypal to Checking account

    • $5,000.00 from Checking account to Savings account

    • $146.10 from Checking account to Savings account

    • $57.93 from Checking account to Savings account

    • $372.91 from Checking account to Savings account

    • $518.90 from Checking account to Savings account

    • $148.87 from Checking account to Savings account

    • The above transfers were made to maintain the Paypal balance at $100.00 and the Checking account balance at $1500.00

    • As always, the GnuCash ledger and bank statements are available for examination by the Board and Officers upon request. GnuCash files are available in Keybase in the IMF Officers group’s files.

    • 2022 So far…

    • Opening Balance as of January 1, 2022 was $24,414.41.

    • Income:

      • Interest: $2.53
      • Amazon Smile: $36.04
      • Spreadshirt: $28.00
      • Other Donations: $267.81
      • Total Income: $334.38
    • Expense:

      • Fees:
      • Reimbursement to John Bailey for domain renewals (pidgin.im and adium.im): $40.00
      • Total Expense: $40.00
    • Current Balance: $24,708.79, broken down as follows:

      • Paypal: $100.00
      • Checking account: $1,761.23
      • Savings account: $22,847.56
    • Net change, “profit” of $294.38.

    • Transactions:

      • Transfer of $18.33 from Paypal to Checking account
      • Transfer of $9.16 from Paypal to Checking account
      • Transfer of $44.61 from Checking account to Savings account
      • Transfer of $15.00 from Paypal to Checking account
      • Reimbursement to John for domain renewals (pidgin.im and adium.im)
      • Transfer of $267.31 from Paypal to Checking account
    • The above transfers were made to keep the PayPal balance at $100 and the Checking account balance near $1,500. This also helps maximize our interest income.

    • Additional items to note:

      • John sent 1099-NEC to Gary for the mentor stipend disbursement from
      • This had a deadline of January 31, which John met.
      • John filed the forms with the IRS that went with Gary’s 1099-NEC. This had a deadline of January 31, which John met.
      • John missed the filing deadline with Delaware and incurred a $200 penalty and $3 interest charge. Deadline was March 31. Total expense for this is $228. John directly filed with Delaware to save $235 in additional filing fees from CT Corp. This has not been reimbursed to John yet due to it being over the $50 threshold.
      • John will receive an invoice in July from CT Corp for approximately $165. This is the annual fee for their representation services, which are required for us to remain a Delaware corporation.
      • John renewed the pidgin.im and adium.im domains and reimbursed himself for it due to the total expense being $40, which is under the $50 threshold to require Board approval.
      • John received an invoice in early July from CT Corp for $326.28. This is the annual fee for their representation services, which are required for us to remain a Delaware corporation. When John investigated alternatives in 2020 or 2021, CT Corp was the least expensive registered agent service provider.
    • Ethan moves to accept the treasurer’s report.

    • Gary seconds

    • passes unanimously

  • Board Election

    • Gary moves to reup the current slate of officers.
    • Pete seconds
    • Passes unanimously
    • Richard moves to re-elect the board
    • Gary seconds
    • Passes unanimously
  • Old Business

    • Gary gives an infrastructure update.
    • Email server is still at wiktel, it’s high on Gary’s list to get it moved, it’s been blocked by the SSO which we decided to forego.
    • wiki.imfreedom.org has been replaced by kb.imfreedom.org.
    • DigitalOcean credits are going to expire soon, but Gary is in contact to get them renewed.
    • John reminds everyone of the board@conference.imfreedom.org MUC.
  • New Business

    • John paid out of pocket for 326.28 USD for the annual representation fee to CT Corp and 228.00 USD to the state of Delaware for annual filing.
    • Ethan moves to reimburse John for those payments.
      • Gary seconds
      • Passes unanimously
    • John mentions that Gary has 3 Old National bank branches within 15 minutes of his home and that it might make sense to add Gary as a signer to the bank accounts as it’s much more convenient for him.
    • Matthew asks if switching banks might be a better idea.
    • John mentions that Chase is probably the most convenient for himself and Matthew, but John isn’t a fan of Chase.
    • Ethan mentions that we’ve looked at this before and ended up realizing that there’s no bank that’s convenient for all of us.
    • Ethan moves to add Gary to the bank account.
      • Mathew Seconds
      • Gary abstains from the vote which passes unanimously
    • Gary talked to Mark Spencer and he recommended that we get a Stock account so that people can donate appreciated stock to the corporation.
    • Richard mentions he’d be happy to call Fidelity to open an account if that is the way we want to go, but he doesn’t want to be handling the investments himself and that we would need someone to be on both the banking and brokerage accounts.
    • John asks if we should defer this for now until Richard and Gary look into it more.
      • Everyone agrees.
    • Gary had asked for approval to get a Organizational Code Signing cert.
    • Ethan moves for imfreedom to acquire a code signing cert and to provide it to Gary for signing the builds he is currently producing.
      • Pete seconds.
      • Passes unanimously
    • Gary bought an iPhone SE for reverse engineering iMessage and other things and would like to be reimbursed for it.
    • Richard motions to reimburse Gary 196.22 USD for the iPhone.
      • Ethan and Pete second.
      • Gary abstains
      • Passes unanimously
    • Gary presents the idea of a 25th anniversary party/get together for next year for discussion.
    • It’s mentioned that it might make sense to host our own or do something during an existing conference.
    • Discussion continued including a meetup for the 24th anniversary and the history project.
    • Gary notes that he was just gauging for interest and there is much, and that he’ll follow up when he has some more specific ideas.
    • Ethan brought up that way back when CT Corp was just a registered agent for us and they were much cheaper because of that, but we should revisit who we use as our registered agent.
    • Richard notes he found delawareregisteredagent.com for 45 USD a year with mail forwarding.
    • John says he will look into it and report back.
  • Gary Motions to end the meeting.

    • Richar seconds
    • Passes unanimously