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General Meeting, July 1st, 2005

Board members present
  • John Goerzen (CosmicRay) (President)
  • Benj. Mako Hill (mako) (Vice-President)
  • David Graham (cdlu) (Secretary)
  • Jimmy Kaplowitz (Hydroxide) (Treasurer)
  • Branden Robinson (Overfiend)
  • Ian Jackson (IanJackson)

Board members absent with regrets
  • Martin Schulze (Joey)

Board members absent
  • Bdale Garbee (bdale)
  • Bruce Perens (BrucePerens)

Registered guests present
  • MJ Ray (slef)
  • Romain Francoise (ore)
  • Luk Claes (luk)
  • Bill Allombert (yp17)
  • Antti-Juhani Kaijanaho (ibid)
  • Michael Banck (azeem)
  • Neil McGovern (Maulkin)
  • Rene Engelhard (_rene_)

  1. Opening
  2. Roll call
    • Regrets received from Martin Schulze
  3. President's annual report (John Goerzen)
  4. Board membership and executive election
    • No board members terms have expired
    • No interim board members have been added
    • Board membership to select its executive officers - see below for declared candidates
  5. Items up for discussion:
    • This space available. Inquire at board@spi-inc.org.
  6. Next board meeting: Tuesday, July 26th, 2005 (John Goerzen)


Recorder:
David Graham (Secretary)

These are the draft minutes for the July 1st, 2005 SPI Annual meeting, held at 19:00 UTC in #spi on irc.spi-inc.org.



President's annual report

See Appendix C for the content of this report.
Following a 36 minute long discussion around details of the report, Branden Robinson, seconded by Jimmy Kaplowitz moved that the report be adopted.
Jimmy Kaplowitz:yes
Ian Jackson:yes
David Graham:yes
John Goerzen:yes
Branden Robinson:yes
Benj. Mako Hill:yes

Annual Board Member Elections

No board member terms are up for election this year.
No interim board members have been added.

The following board members have presented themselves as candidates for officer positions:
President:John Goerzen
Vice President:Benj. Mako Hill
Treasurer:Jimmy Kaplowitz
Secretary:David Graham

None of the positions are contested, but it is agreed to affirm each anyway.

Motion 2005-07-01.iwj.1: John Goerzen as president for the 2005-2006 term.

moved by Ian Jackson, seconded by Branden Robinson.

Ian Jackson:Yes
Branden Robinson:Yes
David Graham:Yes
Jimmy Kaplowitz:Yes
Benj. Mako Hill:Yes
John Goerzen:Abstain

Motion 2005-07-01.iwj.1 passes with: Yes: 5, No: 0, Abstain: 1

Motion 2005-07-01.iwj.2: Benjamin Mako Hill as vice president for 2005-2006 term.

moved by Ian Jackson, seconded by Branden Robinson.

Branden Robinson:Yes
Ian Jackson:Yes
John Goerzen:Yes
David Graham:Yes
Jimmy Kaplowitz:Yes
Benj. Mako Hill:Yes

Motion 2005-07-01.iwj.2 passes with: Yes: 6, No: 0, Abstain: 0

Motion 2005-07-01.iwj.3: Jimmy Kaplowitz as treasurer for 2005-2006 term.

moved by Ian Jackson, seconded by Benj. Mako Hill.

Branden Robinson:Yes
Jimmy Kaplowitz:Yes
Ian Jackson:Yes
David Graham:Yes
John Goerzen:Yes
Benj. Mako Hill:Yes

Motion 2005-07-01.iwj.3 passes with: Yes: 6, No: 0, Abstain: 0

Motion 2005-07-01.iwj.4: David Graham as secretary for 2005-2006 term.

moved by Ian Jackson, seconded by Branden Robinson.

Ian Jackson:Yes
Branden Robinson:Yes
Benj. Mako Hill:Yes
Jimmy Kaplowitz:Yes
David Graham:Yes
John Goerzen:Yes

Motion 2005-07-01.iwj.4 passes with: Yes: 6, No: 0, Abstain: 0

Adjournment

The next meeting is scheduled for July 26th, 2005 at 19:00 UTC in #spi on irc.spi-inc.org.

Appendix A: Current Board Membership

Date electedNameRole
[2003-03-11]John GoerzenPresident
[2003-03-11]Benjamin Mako HillVice President
[2003-11-29]David GrahamSecretary
[2004-02-20]Jimmy KaplowitzTreasurer
[2004-07-29]Bdale Garbee
[2004-07-29]Branden Robinson
[2003-11-29]Ian Jackson
[2003-03-11]Bruce Perens
[2003-11-29]Martin "Joey" Schulze

Appendix B: Approved Resolutions

Motion 2005-07-01.iwj.1: John Goerzen as president for the 2005-2006 term.
Motion 2005-07-01.iwj.2: Benjamin Mako Hill as vice president for 2005-2006 term.
Motion 2005-07-01.iwj.3: Jimmy Kaplowitz as treasurer for 2005-2006 term.
Motion 2005-07-01.iwj.4: David Graham as secretary for 2005-2006 term.

Appendix C: President's Annual Report

Software in the Public Interest, Inc.
2005 Annual Report

Prepared for
July 1, 2005 Annual Meeting

To the membership, Board, and friends of Software in the Public
Interest, Inc.:


As mandated by Article 8 of the SPI Bylaws, I respectfully submit this
annual report on the activities of Software in the Public Interest,
Inc., and extend my thanks to all those that contributed to the
mission of SPI in the past year.


- John Goerzen, SPI President

Contents

1 [1]President's Welcome
2 [2]Committee Reports
2.1 [3]Membership Committee
2.1.1 [4]Statistics
2.1.2 [5]Open Questions
2.1.3 [6]To-Do List
3 [7]Board Report
3.1 [8]Board Members
3.2 [9]Board Changes
3.3 [10]Elections
4 [11]Treasury Report
4.1 [12]Accounting & Taxes
4.2 [13]Account Balances
5 [14]Member Project Reports
5.1 [15]Debian Project
A [16]About SPI

Chapter 1
President's Welcome

"What does SPI do?"

That's a question I hear frequently. I have a standard answer:
Software in the Public Interest, Inc. (SPI) holds assets on behalf of
various Free Software projects. But I think that is not the question,
or the answer, that is most interesting.

"Why does SPI do this?"

This is a much more interesting question. SPI, at its very core, is
about freedom. There are many organizations out there that promote
freedom. SPI promotes freedom through software. This is not an
abstract academic notion. By promoting freedom through software, SPI
is on the leading edge of an ongoing battle. SPI believes in freedom
to share ideas, freedom to modify something one owns, and most
importantly, freedom to develop new technologies by standing on the
shoulders of giants. Many forces seek to restrict these freedoms.
Proprietary software licensing agreements often prohibit users not
just from modifying the software they have purchased, but from even
attempting to learn how it works.

We believe that the world would be better served by preserving the
freedoms of an earlier era in this digital age. We believe that Free
Software holds great benefits in terms of quality, education, and
price.

I believe SPI, and the greater Free Software community, are powerful
forces for good. I would like to personally invite you to become
involved with SPI if you aren't already. Almost all of our activities
are handled and managed by volunteers, and we are always seeking to
expand participation and interest in SPI.

Thank you all for your hard work in this cause.


Submitted by John Goerzen, SPI President

Chapter 2
Committee Reports

SPI has the following chartered committees:
* Open Source Committee, chartered by [17]2001-04-26.nl
* Membership Committee, chartered by [18]2001-08-06.nl. This is a
permanent committee per Article 10 of the SPI Bylaws.
* Trademark Committee, chartered by [19]2003-06-03.bmh.1
* Bylaws Committee, chartered by [20]2003-01-06.wta.2 , extended by
[21]2003-06-27.jpg.1 and made a standing committee by
[22]2004-01-05.dbg.1

Additionally, SPI has one unchartered permanent committee mandated by
Article 10 of the SPI Bylaws: the administration committee.

On May 17, the Board abolished the Projects committee, which had been
inactive for some time.


Committee summary submitted by John Goerzen


The following reports were submitted by or about SPI committees:

2.1 Membership Committee

Craig Small originally built the web site based on his scripts for
Debian's NM process. Later, Martin Michlmayr and Peter Palfrader took
over; little modifications to the system itself were made but Peter
added support for handling votes. In April 2005, they indicated their
interest to step down and in May Graham Wilson, Luk Claes and Michael
Schultheiss became the new Membership Committee.

2.1.1 Statistics

Here are some statistics from the membership committee:
_________________________________________________________________
_________________________________________________________________

NC Applicants Pending E-mail Approval 31
_________________________________________________________________
_________________________________________________________________

Non-Contributing Members 282
_________________________________________________________________
_________________________________________________________________

Contributing Membership Applications 8
_________________________________________________________________
_________________________________________________________________

Contributing Members 313
_________________________________________________________________
_________________________________________________________________

Application Managers 6
_________________________________________________________________
_________________________________________________________________

2.1.2 Open Questions

In the past, Martin Michlmayr (head of the Membership Committee at
that time) became an adviser to the SPI board. It is not clear whether
the new head should become an adviser too since this is not the case
with other groups within SPI. This is something the SPI Board has to
decide.

2.1.3 To-Do List

* Move the PHP code from CVS to SVN
* Check all the scripts into SVN as well, and re-structure the
layout (move the *.php scripts in a sub-directory)
* Create an archive for the Membership Committee alias.
* membership@spi-inc.org should probably just be an alias to
members@members.spi-inc.org so the SPI admin doesn't have to be
bothered when changes are needed.

Submitted by Martin Michlmayr, outgoing chair of the Membership
Committee

Chapter 3
Board Report

3.1 Board Members

Board members as of July 1, 2004:
* Ean Schuessler (President) (term expires July 1, 2004)
* John Goerzen (Vice-President)
* Wichert Akkerman (Secretary) (term expires July 1, 2004)
* Jimmy Kaplowitz (Treasurer)
* Branden Robinson
* Ian Jackson
* Martin "Joey" Schulze
* Bruce Perens
* Benjamin Mako Hill
* David Graham

Board members as of June 30, 2005:
* John Goerzen (President)
* Benjamin Mako Hill (Vice-President)
* David Graham (Secretary)
* Jimmy Kaplowitz (Treasurer)
* Bdale Garbee
* Branden Robinson
* Ian Jackson
* Bruce Perens
* Martin "Joey" Schulze

Advisors to the board as of June 30, 2005:
* Gregory Pomerantz, legal counsel
* Jeff Waugh, GNOME Foundation Board representative

3.2 Board Changes

Changes that occurred during the year:
* The terms for Wichert Akkerman and Ean Schuessler expired on July
1, 2004. Neither sought re-election.
* Bdale Garbee and Branden Robinson were elected to the board on
July 29, 2004.
* On August 10, 2004, the Board selected the following officers for
the coming year:
+ President: John Goerzen
+ Vice-President: Benjamin Mako Hill
+ Secretary: David Graham
+ Treasurer: Jimmy Kaplowitz

3.3 Elections

One membership election for board seats was conducted in the past
year. It ended in August 2004, selecting Bdale Garbee and Branden
Robinson for seats on the board.

In August 2004, the Board approved [23]2004-08-10.dbg.2, with provided
a regular framework for Board member elections.


This report submitted by John Goerzen, Chair of the Board

Chapter 4
Treasury Report

4.1 Accounting & Taxes

SPI's 2004 annual report reflected a desire to improve the timeliness
of processing financial documents, as well as the implementation of
procedures to make sure we provide the best possible service in the
future. Over the course of the past year, much progress has been made
on this task, and it has been the task receiving the single greatest
attention of the Board over the past year. It is clear that SPI still
needs to improve.

The Board and SPI Treasurer have taken the following actions over the
past year to improve the situation:
* Switched to a more responsive bank, First Internet Bank of
Indiana, in December
* Established a permanent legal address with a registered agent in
the State of New York
* On October 28, established a regular budget for the Treasurer,
providing for any expenses necessary to carry out work related to
the organizations finances without obtaining Board approval each
time
* The SPI Treasurer began issuing regular monthly income, expense,
and balance reports
* On June 21, authorized a contract with Mark's Bookkeeping Service
in Manhattan to help get our existing books in proper order and
assist with day-to-day financial management and future reports
* Also on June 21, authorized retaining an CPA for advice on tax
filing requirements in the State of New York


Submitted by John Goerzen

4.2 Account Balances

2005 balances are current as of May 30, 2005.
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________

Description Balance in 2004 AR 2005 Balance
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________

AmEx Bank, FSB Checking, Debian account $568.64 n/a
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________

AmEx Bank, FSB Checking, SPI account $238.27 n/a
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________

AmEx Financial Advisors AXP Cash Mgmt. Fund $39,504.43 $39,882.62
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________

First Internet Bank of Indiana, Checking n/a $12,901.34
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________

Totals $40,311.34 $52,783.96
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________

Unfortunately, a detailed financial report was not available for this
year's annual report.


Submitted by John Goerzen based on the 2004 Annual Report and the
Treasurer's latest report

Chapter 5
Member Project Reports

During the past year, Drupal and GNUstep joined SPI as member
projects.

The following report was received from an SPI member project:

5.1 Debian Project

The Debian Project is an association of individuals who have made
common cause to create a free operating system. This operating system
that we have created is called Debian GNU/Linux, or simply Debian for
short. Debian is by far the most significant SPI project and
represents the majority of SPI's membership and financial
transactions.


Submitted by Ean Schuessler

Appendix A
About SPI

SPI is a non-profit organization which was founded to help
organizations develop and distribute open hardware and software. We
encourage programmers to use the GNU General Public License or other
licenses that allow free redistribution and use of software, and
hardware developers to distribute documentation that will allow device
drivers to be written for their product.

SPI was incorporated as a non-profit organization on June 16, 1997 in
the state of New York. Since then, it has become an umbrella
organization for projects from the community.

In 1999, the Internal Revenue Service (IRS) of the United States
government determined that under section 501 (a) of the Internal
Revenue Code SPI qualifies for 501 (c) (3) (non- profit organization)
status under section 509 (a) (1) and 170 (b) (1) (A) (vi). This means
that donations made to SPI and its supported projects should be tax
deductible for the American donor.

References

1. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-20001
2. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-30002
3. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-40002.1
4. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-50002.1.1
5. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-60002.1.2
6. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-70002.1.3
7. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-80003
8. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-90003.1
9. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-100003.2
10. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-110003.3
11. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-120004
12. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-130004.1
13. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-140004.2
14. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-150005
15. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-160005.1
16. http://www.spi-inc.org/president/ar/ar2005/spi2005.html#x1-17000A
17. http://www.spi-inc.org/corporate/resolutions/resolution-2001-04-26.nl
18. http://www.spi-inc.org/corporate/resolutions/resolution-2001-08-06.nl
19. http://www.spi-inc.org/corporate/resolutions/resolution-2003-06-03.bmh.1
20. http://www.spi-inc.org/corporate/resolutions/resolution-2003-01-06.wta.2
21. http://www.spi-inc.org/corporate/resolutions/resolution-2003-06-27.jpg.1
22. http://lists.spi-inc.org/pipermail/spi-announce/2004/000067.html
23. http://www.spi-inc.org/corporate/resolutions/resolution-2004-08-10.dbg.2
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