EGM 2024 – Minutes

Minutes of the British APL Association 2024

Date 18^th July 2024 16:00 BST

Attendees:

Paul Grosvenor (PG), Gitte Christensen (GC), Jada Andrade (JA), Michael Hughes (MH), Ray Polivka (RP), Bob Therriault (BT), Brian Becker (BB), John Jacob (JJ), Ray Cannon (RC), Mike Mingard ( MM), Stewart

Purpose of the EGM

The EGM was called to discuss the APL Trust Fund and whether the BAA should contribute funds to it.

The APL Trust Fund

Paul Grosvenor (PG) opened the meeting by saying that the APL trust fund being championed by Gitte Christensen (GC) closely matched the aims and objectives of the BAA. He asked GC to explain the purpose of the APL Trust Fund.

GC outlined that the initiative had begun a couple of years before and stated that: 

“The Charity’s objects are restricted specifically for the public benefit, to promote the advancement of education and research in the fields of science and mathematics, particularly by raising awareness of the programming language know as ‘APL’ and funding related research”.

GC asked Jada Andrade (JA) to describe the proposed set up.

JA explained that the legal environment in the UK is now more restrictive since Brexit. The aim now is to set up the charity based in an EU country and establish a ‘friends of that organisation’ in the US. These would be two distinct and independent entities but would work closely together working under the same umbrella but make their own decisions. JA was currently researching options.

GC added the intension is that the founding members would form the board of the charity and make decisions on what to fund and what to support. Everyone who donates to the fund would have the option of becoming a member and have insight into the dealings of the fund and would be allowed to make proposals, but the decisions would be made by the board.

The discussion

Michael Hughes (MH) asked about the initial composition of the board, he was concerned that the BAA likes to stay vendor in supporting APL be that Dyalog, APL2000 or ‘Bob Smith’s APL’. Mike asked if this would be Dyalog centric Charity rather than a general one.

GC said not. One of the founding members will indeed be Bob Smith who has been very supportive with the US side of things. all the other founding members have been using all the available APLs. However, it could be said that it might be Dyalog centric in that this is the only serious company providing APL left on the scene. It is not the intention that the fund will support Dyalog but will support APL as the idea and concept that it is, and to try and spread the knowledge of APL as an array language.

JA clarified that in drafting the incorporation documents it was made sure that it would be open as to who could be a member so you could have individuals or corporate entities.

PG asked if the BAA were to contribute to the fund would a member of the BAA sit on the board and what level of control would that person have of the way money was spent. GC replied that decisions would be made by the board as a whole.

MH was concerned about handing money over without knowing what it would be used for and would rather contribute to a specific project as against an unspecified purpose also the BAA already aims to support APL.

Ray Polivka (RP) asked what is the definition of parallelism in this process. There are several activities and other groups.

GC said if RP was thinking of dividing into Dyalog, APL2 and NARS etc. they hadn’t thought of that. Dyalog could propose projects, but the fund is to become independent of Dyalog and support APL as such, not all array languages look like APL, but we wouldn’t care if someone doing a project was using one of the other variants of APL.

Stewart asked if it would be up to the board to decide what was an APL language? GC said yes.

MH was still concerned that the charity wasn’t incorporated so the structure and effectively the constitution and set up of the charity isn’t arranged yet, we don’t actually know who the board is going to be and he was a little worried that we were being asked to give money to an organisation before it’s been set up but it’s not yet and he’d rather be asked when it is set up and we know the structure.

GC said we’re not actually asking for you donate any money right now.

MH said he thought we were being asked to donate money now.

GC said not unless the BAA wants to be a founding member of course in which case you can pledge an amount now and be taken into consideration and looks like we are going to need at least two boards anyway.

JA added that’s the case if we are going to need at least two separate organisations we will certainly need more members so that they can operate independently but together.

MH surely you are going to need to build in safeguards, I know it will depend on who donates, but if say there were fifty people from one field of APL that would skew the decisions so there ought to be some way to ensure that the board isn’t dominated by one area of APL or another.

JA clarified that as things stand in the incorporation documents Dyalog as an entity could be an establishing member Dyalog but in terms of the board and how they would vote Dyalog as an entity would have a singular vote. Similarly, three individual APLers from three different implementations as individuals would have three votes. In that case if those three agreed on a particular project to fund they might out vote Dyalog.

MH said that that was the sort of thing he wanted to hear.

JA added that it would be one Dyalog representative that had a vote if Dyalog were to be an initial member. MH liked the sound of that. Stewart asked if board decisions were by majority – JA yes for normal resolutions and for special resolutions it would be 80%.

MH asked How large would the board be JA answered three to eight members.

Bob Therriault (BT) asked if there are limits the number on the board? JA said currently but that could be changed. BT asked if that would be a special resolution, JA was unsure but probably. MH thought that three was too few. GC they were aiming for five but that more would be needed to create a second board.

Stewart took a different angle stating that it was not cheap to set up a not-for-profit organisation in the US and there is a continuation of who is going to run it. Those costs would take a lot and asked if there were sufficient funds for this.

JA had investigated this for the state of New York and the cost for filing was circa $395-720 and that pure paper cost and not the human cost. For this reason, as much of the work as possible was being done in house to reduce the scary initial costs. RP said that a lot of organisations would set up in Delaware. JA said they had looked at that, but Brian Becker was based in New York and that would help a lot. Also, for New York there was no requirement to hire a registered agent and that would save a few thousand dollars.

Stewart repeated that the filing cost tended to be small compared to the cost in relation to the lawyer fees. GC said that is why they have an indoor lawyer doing a lot of the work.

JA said that is why she is hoping to lay a lot of the ground work and reduce the work for whoever is used to do the US incorporation. JA had looked into this and there are companies that offer competitive rates for this kind of work.

RP asked what the organisation would do when it was established and what would it do with the money it gathered. JA responded that the general vision has been left vague so as no to restrict what people can do provide grants and funding for APL and APL adjacent research and projects, anything that’s going to enhance not just the language itself but getting more people aware of it.

RP suggested providing funds for college “profs” to spend time with Dyalog or other parallel organisations. JA said that was a really good suggestion. GC thought that maybe companies that were using APL would provide that, we might be able to provide sponsorship for travel costs or living expenses for unpaid apprenticeship or something like that.

RP pointed out that in the states there was the ACM that was the focal point for computer science. Have we addressed them with what we are trying to do? JA not yet but the ACM is a huge organisation, and she frequently accesses their website, and it would be amazing to work with them.

MH pointed out that the BAA had been associated with the British Computer Society (BCS) and we got our fingers very seriously burned when we tried to separate ourselves from them. RP outlined how for a long time there was a special APL interest group that ran alongside other special interest groups. Eventually the ACM cut the APL group out because it was too specific and we lost about $29,000 because of that. MH said the same thing happened in the UK to the BAA with the BCS.

JA thought that we wouldn’t be looking to support the ACM but rather that they would help us out. Stewart supported RP’s comment in that as Vice President of the SigAPL of the ACM for one term he confirmed that they took a lot of money from the SigAPL group.

MH said the BAA had the same experience in the UK. John Jacob (JJ) added that the relationship with the BCS was a one-way street, and the disaffiliation cost the BAA a lot of money.

GC said this was from as time when there was active campaign against APL. JA thought that is why it would be great to have the BAA on the board to bring that experience and insight.

BT observed that the composition of the initial board would be key to the future and establishing diversity here would influence the composition of future board.

GC said we have two Europeans and three Americans so far, but we will need to look at that in the light of the need for two different organisations.

BT asked if the two legal entities would be in two different countries would they be drawing from the same fund. GC said no there would have two separate funds but there’s nothing to stop both funds contributing to the same project. JA there would be nothing to stop one fund from giving to the other.

PG asked how the organisation might operate going forward. JA said that in terms of getting together, making decisions and accepting funding we would have an ongoing process. People would be able to apply to the Trust with their applications and the trust would discuss amongst themselves via email, over Zoom or in person. There would also be the general meetings required by the establishing documentation. There would be nothing to stop the board have meetings as frequently as they deemed necessary.

MH asked what the minimum amount it would be if the BAA wanted to become a founding member itself? GC minimum donation of £100 as a single person, there is no lower limit for companies or associations. MH asked that to become a founding member and become a member of the board what would the BAA need to donate. GC said that so far donations from the founding members are in the region of €50,000.

PG speaking from the perspective of the BAA, said he hadn’t had any particular amount of money in mind but that an amount that the BAA deemed appropriate, bearing in mind the level of funds we have, would be a good way of utilising our funds.

GC apart from the associated costs and the workload on JA, Dyalog has pledged £5000 each year. That being the minimum sum that had to come in for it to be considered a fund in England.

JA clarified that no legal transaction could take place at the moment. You would be able to give once everything is established. There are no lower limits on what you can donate. In terms of actual grants that we would make we are looking at anywhere between £1000 to £50,000. 

JJ asked what would do about monitoring these projects that were funded. JA said that there a lot of regulatory requirements defined by the Charities Commission and as long as we stick to these, we would be fine.

JJ said he was thinking more in terms of if we’ve agreed to fund a specific project then what are the deliverable of that project and how do we know they are there.

JA said that would be up to the board and the members to decide. But she would expect for example that if we were to fund an application then we would expect that it would be done by a certain date; contain certain features; and that it worked. Most likely it would be decided on a project-by-project basis as to what would be required and checking in on the beneficiary and how they are getting along with the project. Also, that’s why we need a wide set of members who have that skill set and know what they are looking for.          

JJ said we do need some criteria to justify the funding would be worthwhile and he could see that those goals and deliverable would change from project to project.

GC said they had talked about having special committees working on areas where there is a need within science or mathematics for a particular application. We would have committees putting out bounties that one could deliver against and win.

PG said presumably where there was a particularly large project there would be staged payments. GC it would be staged and monitored with milestones and follow up.

JA said there would be other limitations for example not allowing an individual to receive more that one grant in a twelve-month span, or until one project was completed. There would be a lot of checks and balances put into place.

GC added that we would also want to be as lean as possible and not drown the fund in administrative work but without losing control.

PG speaking personally and not as a member of the BAA committee he had had in his mind a figure of around £5,000 to £10,000 as an affordable amount from the BAA’s point of view. If we were to put in that amount would that get us on the board? GC would think the chance of that very high.

JJ thought that was a lot of money. He added that he thought that the goals as outlined were absolutely laudable, and to a large extent mirrored what the BAA is supposed to be doing and feel that we could be devoting a lot of effort in the BAA along these lines.

MH felt the same way. JJ said it felt like we would be outsourcing our duties.  

Ray Cannon (RC) pointed out that the BCS still hold a large amount of money that came from the BAA. BCS still hold that money for use in terms of APL use. RC believed that we had received money from that fund in the past. He went on to suggest that the BAA put in a request to the BCS for some of that extant money to put it into the APL Trust going through the BAA rather that from the BCS. This is money the BCS is holding for the BAA to use if we give them a good reason to supply it.

PG wasn’t sure to what extent the BCS would see that as APL money. RC said that at the time he seemed to remember that the BCS specified that this money was BAA money which they hold, and it is reserved for APL purposes. The APL Trust is for APL purposes in the broadest sense.

MH thought that the ‘broadest sense’ would be the issue. He suspected that if the APL Trust had a specific project it wanted to fund, and the BAA said it wanted to co-sponsor it the BCS would probably release the money for that.

JA said she had just checked the initial incorporating documents and wanted to correct some earlier comments she had made.

• In terms of a normal resolution an ordinary majority was required i.e. more thatn 50%
• For a special resolution 75% majority was required
• Electing a new director can be done by an ordinary resolution for which members can vote so not just the directors.

PG began summing up. Further discussion and consideration would be needed before the committee could decide.

JA added that having checked the articles of association. If you were to apply to be a member and one of the requirements was to donate, then the money would be taken once you were approved as a member and had voting rights as a member.

Further information

Mike Mingard ( MM) posted a link in the chat where one can sign up for updates on the APL Trust.

That is included here. https://theapltrust.org/