These are the draft minutes for the July 26th, 2005 SPI Board meeting, held at 19:00 UTC in #spi on irc.spi-inc.org. =================================================== 1. Opening delayed 11 minutes due to lack of quorum ============ 2. Roll call Board members present John Goerzen (CosmicRay) (President) David Graham (cdlu) (Secretary) Jimmy Kaplowitz (Hydroxide) (Treasurer) Branden Robinson (Overfiend) Ian Jackson (IanJackson) Martin Schulze (Joey) (late) Board members absent with regrets Benj. Mako Hill (mako) (Vice-President) Bdale Garbee (bdale) Board members absent Bruce Perens (BrucePerens) Registered guests present Michael Schultheiss (schultmc) Antti-Juhani Kaijanaho (ibid) ===================== 3. Treasurer's Report LinuxFund has offered to donate $500 per month for 12 months, starting in August, to the Debian project. Accepting the donation is left to the Debian project. Motion to accept the treasurer's report moved by Jimmy Kaplowitz, seconded by David Graham. Vote: David Graham: Yes Branden Robinson: Yes Jimmy Kaplowitz: Yes John Goerzen: Yes Ian Jackson: Yes Martin Schulze: Yes ============================================= 4. Resolution 2005-07-26.bp.1: Opensource.org Resolution 2005-07-26.bp.1: Open Source Initiative domain transfer 1. WHEREAS The historical reasons for SPI holding the opensource.org domain no longer apply; 2. The board resolves that the opensource.org domain be transferred to the Open Source Initiative Inc. Ian Jackson states the reason that he objects to this resolution is that "SPI is a membership controlled organisation and OSI is a self-perpetuating board. I don't think a self-perpetuating board is an appropriate structure for this." David Graham states that this is just where SPI was three years ago. Branden Robinson states that "I for one am pleased to see that OSI has suddenly realized that license proliferation is bad thing, after spending so many years being the single biggest cause of it, but IMO it's not enough." Jimmy Kaplowitz moves for a vote on the resolution, seconded by David Graham. Vote: Jimmy Kaplowitz: Yes David Graham: Yes Ian Jackson: No Branden Robinson: No John Goerzen: Abstain Martin Schulze: Abstain Resolution 2005-07-26.bp.1 fails with a vote of: Yes: 2, No: 2, Abstain: 2. ==================== 5. Tax Filing Status No real progress is reported. ============== 6. Adjournment The meeting is adjourned until August 16th, 2005 at 19:00 UTC The meeting closes at 19:34. ==================================== Appendix A: Current Board Membership Date elected Name Role [2003-03-11] John Goerzen President [2003-03-11] Benjamin Mako Hill Vice President [2003-11-29] David Graham Secretary [2004-02-20] Jimmy Kaplowitz Treasurer [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: Treasurer's report Treasurer's Report Software in the Public Interest Financial Data ============================================== This report uses a cash-based method of accounting, recording donations when deposited (not when the check was written or received by us) and recording expenses when sent or scheduled for payment (not when incurred). Network for Good processing fees are no longer listed, both to avoid confusion and since they are already subtracted out from our check before we ever receive it. Profit/Loss June 1 2005 - June 30 2005 Ordinary Income/Expense Income Donations DebConf5 Sponsorship 22,000.00 Debian (except DebConf5 Sponsorship) 2,724.60[1] Unrestricted 225.02 Total Donations 24,949.62 First IB Fee Reversals (SPI) 60.00[2] Total Income 25,009.62 Expense LinuxWorld Reimbursement (Debian earmark) (110.25) Canadian Exchange Rate Adjustments (Debian) (30.09) Total Expense (140.34) Net Ordinary Income 24,869.28 Net Income 24,869.28 Balance Sheet as of June 30, 2005 ASSETS Current Assets First IB Checking Known Debian Earmark (non-DebConf5) 2,262.15 Known DebConf5 Earmark 22,000.00 Known GNOME Earmark 20.00 Known Unrestricted Earmark 1,229.69 Earmark to be Determined 12,258.78 Total First IB Checking 37,770.62 AmEx Financial Advisors Acct Earmark to be Determined 39,882.62 Total AmEx Financial Advisors Acct 39,882.62 Total Current Assets 77,653.24 TOTAL ASSETS 77,653.24 LIABILITIES & EQUITY Equity Retained Earnings 52,783.96 Net Income 24,869.28 Total Equity 77,653.24 TOTAL LIABILITIES & EQUITY 77,653.24 - Jimmy Kaplowitz, SPI Treasurer treasurer@spi-inc.org [1] This includes the full face value of our first-ever Canadian check received, which was originally deposited in April and redeposited after bank hassles in June, as well as the full face value of our second-ever Canadian check received, which seems to have been handled smoothly by FirstIB. [2] These fees are as explained in Branden's BANK: mail sent to spi-private with Message-ID: <20050620083344.GA31302@redwald.deadbeast.net>. ======================= Appendix C: Meeting log 00:15 *GAVEL* 00:21 [item 1, opening] This meeting of the Board of Software in the Public Interest, Inc., is called to order. 00:21 PLEASE NOTE: Our agenda for today, AND all the resolutions and minutes we will be voting on, are online at: 00:21 http://www.spi-inc.org/secretary/agenda/ 00:21 [item 2, roll call] Board members, please state your name for the record. Others present may /msg cdlu with your full name if you wish to be listed in the records. 00:21 We have 9 board members, so quorum for today is 6. 00:37 David Graham 00:37 http://www.debian.org/partners/ has a lot of buttons, including Freenode and Black Cat and OSUOSL etc 00:40 Jimmy Kaplowitz 00:40 cdlu: so I was 9 seconds late... ;-) 00:42 John Goerzen 00:47 15 ;) 00:50 Ian Jackson 01:16 this is not good. 01:19 4... 01:23 overfiend, atten-HUT! 01:39 cdlu: we left HUT about a week ago :P 01:59 Branden Robinson 01:59 cdlu: we have regrets from bdale and mako, yes? 02:06 yes we do 02:07 from bdale, not sure about mako 02:12 cdlu: scroll up 02:17 mako just messaged me he won't be able to make it for the meeting - the network at What the Hack is not up yet 02:22 ah, from azeem 02:22 k 02:29 wonder why he didn't message the secretary. :) 02:35 so we need one more... 02:38 maybe he didn't know that much 02:41 yeah, but no more are logged in 02:53 actually 02:53 Joey is 02:56 just not on this channel 02:56 cdlu: I don't think the attendancy policy mandates contacting the sec'y specifically, just "the board" 02:57 and not idle 02:58 yeah, just checked that 03:06 (re Joey, not re the policy) 03:07 everyone, all at once, /msg Joey SPI meeting 03:16 I'll let you all do that :) 03:20 Overfiend, right, though azeem is neither :) 03:23 "Achtung" was effective ;-) 03:30 heh 03:47 yeah, I don't think the policy covers proxies :) 03:52 * cdlu wonders if we have SJOIN ... 04:00 force people to join a channel they did not request to join.. 04:02 dancer has that 04:04 well folks, even if we don't make quorum we should still check in on the status of a few things 04:06 one of many.. interesting features 04:11 CR, here here 04:21 (or hear hear. damned if I know which it is supposed to be) 04:34 We can't really approve the treasurer's report, but I heard some questions about it... 04:48 cdlu: it's "hear hear" 04:50 k 04:56 OF, my other thought was "hear here" 05:01 :) 05:01 such as where the $22,000 came from 05:03 oyez oyez oyez 05:11 CosmicRay: Linspire and NetApp and IBM 05:13 yeah, I'm wondering where 1/3 of our entire budget suddenly plopped out of the sky from :) 05:22 Overfiend: You're just a SCOTUS fanboy 05:24 it's DC5 money 05:26 CosmicRay: they were wires for DebConf5 sponsorship 05:33 (or, IBM's was a check, but still) 05:35 ok, very nice. 05:42 any other questions about the treasurer's report? 05:44 where is debconf next year? 05:48 cdlu: mexico 05:49 Mexico. 05:49 cdlu: Mexico City 05:53 k 06:01 Overfiend: not exactly, but near there 06:05 * cdlu would like to attend if he can find a way. only one I've been to was 40 minutes up the road. 06:19 Hydroxide: by that reasoning DC5 wasn't in Helsinki, either :) 06:22 cdlu: should be easier than Finland, price wise, for both you and me :) 06:45 Overfiend: true enough :P well, although, Espoo is part of the greater Helsinki metro area, whereas I don't think ... never mind :) 06:46 Hydroxide, well, I could probably get work to pay if I cover it as a journalist... 06:54 cdlu: cool 06:59 there were also some discussions going on about the LinuxFund thing. Anything more to talk about on that? 06:59 at least part of i 07:01 it 07:02 have to try 07:06 are we quorate? 07:09 Overfiend: no 07:09 no 07:10 Overfiend: no 07:14 fuck 07:17 Overfiend, yes 07:17 1 person short. 07:29 anyone absent without regrets forfeits all rights to bitch about the bookkeeping/accounting/etc., FOREVER 07:34 Overfiend: we need one of Bruce, Joey, Bdale, and Mako, and those last two have given regrets 07:38 however strictly speaking it's not thad big a deal, seeing as we've already had one board meeting this calendar month 07:59 s/thad/that/ 08:05 so, about the LinuxFund thing 08:29 the plan is to give us US$500/month for the next twelve months (starting in August), for a total of US$6000 over the course of the year 08:36 I believe it is earmarked for Debian 08:41 I move we thank LinuxFund for their generous offer and hope they renew it annually 08:43 rockin'. 08:46 cdlu: seconded 08:50 I would really prefer to have Debian folks talk to them about it 08:50 with guaranteed funding like that, we can allocate the entire thing to proper bookkeeping 08:55 it's good to see LinuxFund actually doing something with its money 08:59 they've been around for *YEARS* 09:06 in exchange, they want a bit of publicity ... such as a button on the SPI or Debian website, and the ability to be quoted in a press release about it 09:11 I remember hanging around Ben when they were getting off the ground at ALS 1999 09:17 I'm not sure that it's our place to be accepting agreements on behalf of our member projects 09:17 they're giving $6000 to Debian, WikiPedia, and PDPC (Freenode) 09:43 CosmicRay, overfiend seconding it is rather significant, considering his role in the member project 09:48 yup. 09:53 I forwarded their original email to the board a few days ago, and I forwarded his followup just as 1900 UTC was happening (so check your email board members) 10:03 the followup has the specifics of what they want from us 10:10 cdlu: er, when I second, I second as a Director of SPI 10:20 cdlu: I take your point, but don't get carried away, please :) 10:24 oh, they also want one or two reports over the course of the year on what we/Debian are doing with the money 10:41 Overfiend, have to be careful. ;) 10:46 so, people think that we need to check with Overfiend in his capacity as DPL? 10:49 We should be sure to try to actually spend this money, or it will definitely look bad. FSVO we. 10:49 see, I think Debian ought to be doing that, and Debian ought to be agreeing to it and taking appropriate responsibility for it. 10:52 Hydroxide, I should point out that they want accounting of how we're using the money 10:57 I wonder if they will accept "we're not"? 10:59 what is SPI to do if Debian doesn't actually buy anything with it? 11:07 SPI doesn't need the DPL's permission to accept a donation to Debian 11:22 the publicity bits probably do need a decision from the member project 11:34 Overfiend: right, but we don't spend that donation on behalf of Debian without Debian's request 11:41 CosmicRay: cash is fungible 11:43 whee! 11:44 QUORUM 11:45 quorum! 11:46 thanks Joey 11:56 Need to scan mail. 12:03 ok, shall we restart from the top? 12:11 CosmicRay: what ever SPI spends for Debian over the next 12 months, we can legimately say LinuxFund helped us with 12:50 Whyere are you? 12:55 might as well finish this topic while we're here (LinuxFund) 13:06 Joey, lacking quorum, we're technically at roll call. 13:21 Ok. 13:24 Please go on. 13:32 I see Martin Schulze here, so let's discuss LinuxFund. 13:46 for the minutes. ;-) 14:22 someone want to cut and paste from above? I don't feel like repeating myself 14:25 Overfiend: I don't see a problem with what we're doing in this case. I just think that if a donation comes with strings, and it's for a member project, that project should decide whether or not to accept it, *and* have the responsibility of sticking to the strings. 14:35 Joey: LinuxFund, a U.S. credit card company established several years ago to benefit Linux-related FLOSS projects, has announced that they will give each of the Debian Project, Wikipedia, and PDPC (a.k.a. Freenode) $500/month for the next 12 months, starting in August. 14:50 OK, so we should ask the DPL - hello Overfiend - to say they accept it and will try to spend it ? 15:10 CosmicRay: agreed. But I don't recall that these are "strings" per se. Just a very sweetly-phrased request. 15:26 lemme review the mail 15:26 It's a very reasonable request and we should accede. 15:27 IanJackson: exactly, and that they will do whatever linuxfund asks regarding the press release, buttons/links, reports, etc. 15:34 Right. 15:35 they don't sound like they'll try retrieving the money if it doesn't get spent, they'll just stop sending more 15:37 Overfiend: right 16:13 cdlu: Yes. The onus is on Debian to spend the money in a way LinuxFund finds worthy. Same as all our donors, really. 16:16 Can we try to speed this meeting up a bit ? 16:44 Overfiend, right. So now that we're quorate, can we vote on my motion? :) 16:50 Overfiend: would you like to state for the record that Debian accepts the donation and responsibility to handle the pr/reports/whatever per the request? 16:50 Overfiend: I know that, I've even responded to Jimmy's mail. 16:52 Tue Jul 26 19:08:41 2005 | I move we thank LinuxFund for their generous offer and hope they renew it annually 17:05 This is an unrestricted grant, but we will expect a detailed 17:05 write up at the end of the year showing why we should renew the grant and 17:05 what you did to earn it. 17:22 We don't need a motion to thank them. Let's just get on with it. 17:23 ok. 17:25 We 17:26 would ask that you do give us your normal recognition for this amount of a 17:26 grant (A link to our website with a write up about the grant would be 17:26 cool), and that you are willing to be quoted in a press release about the 17:26 grant. 17:32 Overfiend: We should send out a press release on this (Debian should, with information and thanks and $whatnot) 17:36 fine, but the motion provides us a way to get on with it. since we're not. :) 17:40 another couple of URLs are http://www.debian.org/partners/partners and http://www.debian.org/partners/ 17:43 Joey: Agreed. 17:49 CosmicRay: I do so state. 17:58 OK. I think that finishes this topic then. 18:03 Any other comments before we move on? 18:19 Hearing none.... 18:21 No, no, carry on ... 18:22 [item 4, treasurer's report] Jimmy, you have the floor. (Note, the tax filing status is on the agenda for later) 18:46 The report was submitted last night to the board and spi-private lists. Any comments? 18:54 Comment: Thanks. 18:57 It looks like a report to me. 18:58 * Overfiend holds his breath 19:05 OK :) then I move we approve it 19:08 Hydroxide, I was surprised by the $22,000 donation but other than that, no technical problems 19:09 * cdlu seconds 19:20 ok, this vote is on approving the treasurer's report as sent. 19:21 !vote start 19:22 cdlu: the DC5 budget was about $150k USD total 19:24 !vote yes 19:24 I'm going to get Luc to quibble about your display of the earmark status but that can wait for another time ... 19:25 !vote yes 19:26 !vote yes 19:27 !vote yes 19:27 * cdlu serves as vote bot 19:27 !vote yes 19:40 * cdlu sees 5 yes, 0 no, 0 abstain, 1 unvoted 19:41 !vote yes 19:46 * cdlu sees unanimous consent 19:54 * Overfiend slaps Hydroxide on the back 19:55 ok, moving on... 20:01 ok, that was about as quick as we've ever approved one of those ;) 20:08 Hydroxide: amazing, wasn't it? :) 20:10 Overfiend: Carefull, that might not be how they do it in Europe ;-) 20:13 [item 5, OSI resolution] Resolution 2005-07-26.bp.1 has been proposed. 20:13 Hydroxide, far cry from the 45-minutes to approve one :) 20:24 I'm not familiar with it 20:25 My views on this are well known, but I would like to state them for the record - and for the minutes. 20:29 is it linked from the agenda? 20:31 Bruce isn't here to discuss his resolution but I think we all know about it 20:33 ... or not 20:34 Resolution 2005-07-26.bp.1: Open Source Initiative domain transfer 20:34 1. WHEREAS The historical reasons for SPI holding the opensource.org domain no longer apply; 20:34 2. The board resolves that the opensource.org domain be transferred to the Open Source Initiative Inc. 20:36 Overfiend: yes, it's on the agenda 20:39 that's the entire text of the resolution 20:44 reading.... 20:44 Overfiend: it basically turns opensource.org over to OSI 20:53 Overfiend: it's included in the agenda, as well, although not linked from it (as if that matters). 20:58 I have no objections to it. I think we should bury this hatchet. 21:05 oh, that 21:08 The reason, according to me, is that SPI is a membership controlled organisation and OSI is a self-perpetuating board. I don't think a self-perpetuating board is an appropriate structure for this. 21:12 cdlu: ... in Bruce's back, for not showing up? 21:20 So I will be voting against. 21:27 CosmicRay, heh 21:33 On the other hand, I don't expect to convince anyone so I don't feel the need to discuss it. 21:36 * Hydroxide thanks IanJackson for putting his views on the record, and moves to vote. 21:46 Ian, that's your right, however I believe that opensource.org is merely where SPI was 3 years ago 21:49 is there a second? 21:54 * cdlu seconds 21:59 This vote is on 2005-07-26.bp.1. 22:01 !vote start 22:02 !vote yes 22:04 cdlu: Let's take that offline :-). 22:04 !vote yes 22:06 !vote no 22:07 I for one am pleased to see that OSI has suddenly realized that license proliferation is bad thing, after spending so many years being the single biggest cause of it, but IMO it's not enough. 22:11 !vote no 22:20 !vote abstain 22:28 2 yes, 2 no, 1 abstain, deciding vote hasn't 22:41 * Overfiend watches the power go to Joey's head 22:42 Joey: ?? your vote decides the issue this time 22:50 unless someone wants to change his vote 23:10 IanJackson: While I agree with you, SPI has not done anything useful with the domain in the past, so it does not exactly make sense to bunker it. 23:13 * Joey abstains 23:16 * Overfiend watches Joey's quivering thumb as he eats grapes 23:17 oy 23:20 2 yes, 2 no, 2 abstain 23:20 ok, so it fails 23:22 and KEEPS eating grapes! 23:23 this motion is defeated 23:27 * Overfiend laughs his ass off 23:31 * Joey sighs 23:32 I'm sure Bruce regrets not being here now :) 23:34 That'll teach Bruce not to turn up. 23:40 cdlu: however, outcome may be different next month, so maybe put it on the agenda for August again 23:45 * Overfiend cackles with deep schadenfreude 23:52 * Joey couldn't wholehartly approve it either *sigh* 23:53 [item 5, tax filing status] Jimmy/Mako, you have the floor for an update. 23:54 CosmicRay, if it is resubmitted 24:00 cdlu: fair enough. 24:06 how about 24:15 CosmicRay: if Bruce wants it, let him push for it and bother to show up to speak in favor of it 24:19 * cdlu moves that we offer opensource.org to opensource.org in exchange for quid pro quo. 24:23 and see what they come up with? :) 24:25 heh 24:34 cdlu: huh? 24:48 so what's happening with our tax filing stuff, Mark's Bookeeping, and the associated issues? 24:49 hy: Please ignore cdlu and give us your info ... 24:52 CosmicRay: I don't have much to say here. Mako has been traveling to lots of conferences and hasn't gotten around to things like sending Mark's new client checklist to me or the board, and I'm not 100% sure if he signed their letter of engagement (though I think he did) 25:06 Hydroxide: Mako told me at DC5 that he did sign that letter of engagement. 25:09 Hydroxide: could you contact Mark's directly and handle that yourself? 25:10 Overfiend: okay. 25:35 I am awaiting instructions on what specifically to ship, and where. 25:40 but I'm ready to go 25:43 CosmicRay: okay 26:15 I appreciate the effort to do all of this. please let me know if I can help with anything. 26:30 it is a ridiculously bad time for Mako, he's away from home for like 5 solid weeks or something 26:32 it would be very good to have Mark's all set to be doing stuff for us by next board meeting 26:38 yeah 27:03 Hydroxide: call my cell phone anytime day or night once you have something for me to do 27:29 doesn't EVERYONE look forward to a fresh round of the "nag Branden to ship a box" game? 27:32 Hydroxide: do you think we can have them up and running by the August meeting? 27:33 I know I do! :-P 27:46 Overfiend: oh yes, and let's just get you that Fedex account number... ;-) 27:53 heh, I still have it 28:12 It *would* be amusing to use it again, and ask Ean if he wants to "donate" the shipping cost :) 28:17 or wait to be cut a check again :) 28:34 * cdlu coughs 28:39 * Overfiend asks cdlu to exclude those last 3 lines from me from the transcript :) 29:07 Hydroxide? still with us? 29:11 More seriously, I was just gonna mail it USPS 29:18 Overfiend, I think procedure would require us to get the permission of all present to amend the log :) 29:20 they have tracking services 29:24 yes, I am still here. sorry, I'm in an office where my office mate was asking me questions 29:28 cdlu: good lord :) 29:50 Hydroxide: ok, I was just wondering if you thought we could have everythign arranged by MBS by the August meeting. 29:56 when is the august meeting? 29:59 August 16 30:04 3rd Tuesday of the month, presumably 30:07 eh? 30:08 My last day at nCipher. 30:18 August 2005 30:18 Su Mo Tu We Th Fr Sa 30:18 1 2 3 4 5 6 30:18 7 8 9 10 11 12 13 30:18 14 15 16 17 18 19 20 30:19 So um, I might be unavailable due to alcohol. 30:20 21 22 23 24 25 26 27 30:23 28 29 30 31 30:25 huh, yeah 30:28 Overfiend, yes, I referred to that. :) 30:54 I think we have segued ourselves into the last agenda tiem 30:57 item 30:58 mm. I'd say we can definitely get it done in August, but I'm not sure how much free time I'll have in the next three weeks. I might be able to do it 31:11 ok. I'd really appreciate it if that could happen. 31:15 moving on... 31:20 [item 6, next meetings] The next regular meeting would be August 16 at 31:20 Hydroxide: if you feel things slipping away, call me and/or John 31:21 19:00 UTC. Any objections? 31:25 I'll definitely be working on it in the next three weeks, in any case, and I do think it can be done in August 31:26 Can you give us an update in a week or to so we know roughly what to expect ? And if you need any help ? 31:27 if I can't do it, I'll call John 31:28 Overfiend: ok 31:37 IanJackson: good suggestion 31:42 let's make our President earn his salary for a change 31:44 IanJackson: I'll try to keep the board informed, yes 31:46 Not anything long, just a quick thing to let us know you're still there and give us an idea whether to be optimistic or pessimistic. 31:47 Thanks. 32:01 Err, I mean a week or two. 32:06 IanJackson: I figured 32:09 Overfiend: my grandmother isn't getting paid by SPI, either! ;-) 32:28 CosmicRay, well I'm sure we could adopt PDPC's constitution and have you earn a healthy salary :) 32:28 anyway, meeting date. august 16. good? 32:32 hehe 32:32 yes, good 32:34 no objections 32:37 Is there any other business? 32:45 going once... 32:47 twice... 32:47 CosmicRay, any news from DebConf that is relevant? 32:54 cdlu: note in the agenda that we had regrets from Mako 32:56 cdlu: dunno... overfiend? 32:57 how would *he* know? 33:02 the bastage didn't show up! 33:08 There was an SPI round table than Mako ran 33:11 Overfiend: bastage? 33:13 it was pretty uneventful 33:19 hy: Like of chickens. 33:21 Hydroxide: bastardization of "bastard" 33:26 ah 33:31 no real whining about SPI 33:31 anything else? 33:41 nothing from me 33:41 k 33:43 cdlu: thanks 33:47 You get a brush or a spoon and cover the target object in oil/juice/whatever. 33:57 well. 33:57 Excuse me. 34:00 [closing] We are adjourned until August 16 at 19:00 UTC. 34:00 * cdlu warns CR to close this before it degenerates 34:00 *GAVEL*