2006-09-19

This is the proposed agenda for the Annual Board meeting of August 15th, 2006, to be held at 19:00 UTC in #spi on irc.spi-inc.org.

  1. Opening
  2. Roll call
    1. Apologies received from Jimmy Kaplowitz
  3. President's report (Bdale Garbee)
  4. Treasurer's report (Josh Berkus)
  5. Outstanding minutes
    1. August 16th, 2005
    2. October 4th, 2005
    3. October 18th, 2005
    4. November 15th, 2005
    5. December 13th, 2005
    6. July 1st, 2006
    7. July 11th, 2006
    8. August 1st, 2006
  6. Items up for discussion:
    1. Further on Debian trademark in Spain? (Resolution 2006-04-03.jfsp.1)
    2. Attendance Policy (Resolution 2006-08-07-dbg.2)
    3. Accepting Gallery as Associated Project (Resolution 2006-09-19.mcs.2)
    4. Moving board meeting date/time
    5. FirstIB form
    6. Items requesting comment from the DPL - see discussion
  7. Next board meeting - Tuesday, October 17th, 2006

President's Report

(none)

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. Income from our Ameriprise
Financial account (with income from the RVS Cash Management
fund) for the statement period ending January 16 is included
in January's report despite it covering a period of three
months.

Profit/Loss January 1 2006 - January 31 2006

   Ordinary Income/Expense
      Income

        RVS Cash Management Fund                     350.80[1]

      Total Income                                   350.80[2]

      Expense
      Total Expense                                    0.00

   Net Ordinary Income                               350.80

   Net Income                                        350.80

Balance Sheet as of January 31, 2006

   ASSETS
     Current Assets
        First IB Checking
          Known Debian Earmark (non-DebConf)       1,301.09
          Known DebConf Earmark                   13,258.30
          Known GNOME Earmark                         20.00
          Known GNU TeXmacs Earmark                    9.70
          Known Unrestricted Earmark                 574.86
          Earmark to be Determined                12,258.78
        Total First IB Checking                   27,422.73

        Ameriprise Financial Acct
          Earmark to be Determined                40,744.06
        Total Ameriprise Financial Acct           40,744.06

     Total Current Assets                         68,166.79

   TOTAL ASSETS                                   68,166.79

   LIABILITIES & EQUITY
     Equity
        Retained Earnings                         67,815.99
        Net Income                                   350.80
     Total Equity                                 68,166.79

   TOTAL LIABILITIES & EQUITY                     68,166.79

- Jimmy Kaplowitz, SPI Treasurer
treasurer@spi-inc.org

[1] This is current as of January 16, the closing date of our most recent
Ameriprise statement, and covers the period from October 14, 2005, through
then.
[2] Again, keep in mind that the lack of donations listed only means we did
not deposit any donations in January, not that we received none. Reread the
first paragraph of this report if this is unclear.
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 February 1 2006 - February 28 2006

   Ordinary Income/Expense
      Income

        Donations
            Debian                                   425.00
            SPI                                       60.00
        Total Donations                              485.00

      Total Income                                   485.00

      Expense
        Misc Mailing Expenses                          0.59[1]
      Total Expense                                    0.59

   Net Ordinary Income                               484.41

   Net Income                                        484.41

Balance Sheet as of February 28, 2006

   ASSETS
     Current Assets
        First IB Checking
          Known Debian Earmark (non-DebConf)       1,726.09
          Known DebConf Earmark                   13,258.30
          Known GNOME Earmark                         20.00
          Known GNU TeXmacs Earmark                    9.70
          Known Unrestricted Earmark                 634.27
          Earmark to be Determined                12,258.78
        Total First IB Checking                   27,907.14

        Ameriprise Financial Acct
          Earmark to be Determined                40,744.06
        Total Ameriprise Financial Acct           40,744.06

     Total Current Assets                         68,651.20

   TOTAL ASSETS                                   68,651.20

   LIABILITIES & EQUITY
     Equity
        Retained Earnings                         68,166.79
        Net Income                                   484.41
     Total Equity                                 68,651.20

   TOTAL LIABILITIES & EQUITY                     68,651.20

- Jimmy Kaplowitz, SPI Treasurer
treasurer@spi-inc.org

[1] Our records don't make clear what this expense is, although Branden might
possibly remember. Regardless, the only fair thing to do is treat this as SPI
earmark.
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 March 1 2006 - March 31 2006

   Ordinary Income/Expense
      Income

        PGConference Sponsorship                   3,976.00

      Total Income                                 3,976.00

      Expense
        Refund of Erroneous Debian Donation           44.97
        Debian Travel Reimbursements               2,028.22
      Total Expense                                2,073.19

   Net Ordinary Income                             1,902.81

   Net Income                                      1,902.81

Balance Sheet as of February 28, 2006

   ASSETS
     Current Assets
        First IB Checking
          Known Debian Earmark (non-DebConf)        (347.10)[1]
          Known DebConf Earmark                   13,258.30
          Known GNOME Earmark                         20.00
          Known GNU TeXmacs Earmark                    9.70
          Known PGConference Earmark               3,976.00
          Known Unrestricted Earmark                 634.27
          Earmark to be Determined                12,258.78
        Total First IB Checking                   29,809.95

        Ameriprise Financial Acct
          Earmark to be Determined                40,744.06
        Total Ameriprise Financial Acct           40,744.06

     Total Current Assets                         70,554.01

   TOTAL ASSETS                                   70,554.01

   LIABILITIES & EQUITY
     Equity
        Retained Earnings                         68,651.20
        Net Income                                 1,902.81
     Total Equity                                 70,554.01

   TOTAL LIABILITIES & EQUITY                     70,554.01

- Jimmy Kaplowitz, SPI Treasurer
treasurer@spi-inc.org

[1] Debian does not actually have a negative amount of funds; this number
doesn't include DebConf-earmarked funds or any funds in the Ameriprise
account. Additionally, most of the funds whose earmarks remain to be
determined are Debian's.
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. Income from our Ameriprise
Financial account (with income from the RVS Cash Management
fund) for the statement period ending April 16 is included
in April's report despite it covering a period of three
months.

Profit/Loss April 1 2006 - April 30 2006

   Ordinary Income/Expense
      Income

        RVS Cash Management Fund                     372.66[1]
        Ameriprise -> FirstIB Transfer            29,000.00[2]

        Donations
            SPI                                    1,042.75
            Debian                                   490.82
            PostgreSQL                                48.50
            PGConference Sponsorship              10,000.00
        Total Donations                           11,582.07

      Total Income                                40,954.73

      Expense
        Ameriprise -> FirstIB Transfer            29,000.00[2]
        Ameriprise Commission (DebConf earmark)       25.00
        DebConf6 Venue Fee Payment                29,000.00
        DebConf6 Wire Transfer Costs                  50.00
        PGConference Venue Fee Payment             1,532.72
        PGConference Faxing Costs                      2.14
        PGConference Wire Transfer Costs              50.00
        Deposit Mailing Costs (SPI earmark)            0.08
      Total Expense                               59,659.94

   Net Ordinary Income                           (18,705.21)

   Net Income                                    (18,705.21)

Balance Sheet as of April 30, 2006

   ASSETS
     Current Assets
        First IB Checking
          Known Debian Earmark (non-DebConf)         143.72
          Known DebConf Earmark                   13,208.30
          Known GNOME Earmark                         20.00
          Known GNU TeXmacs Earmark                    9.70
          Known PGConference Earmark              12,391.14
          Known PostgreSQL Earmark                    48.50
          Known Unrestricted Earmark               1,676.94
          Earmark to be Determined                12,258.78
        Total First IB Checking                   39,757.08

        Ameriprise Financial Acct
          Earmark to be Determined                12,091.72
        Total Ameriprise Financial Acct           12,091.72

     Total Current Assets                         51,848.80

   TOTAL ASSETS                                   51,848.80

   LIABILITIES & EQUITY
     Liabilities
        DebConf (all owed to Debian)              29,025.00[3]
     Total Liabilities                            29,025.00

     Equity
        Retained Earnings                         70,554.01
        Net Income                               (18,705.21)
        Debian (all owed by DebConf)              29,025.00[3]
     Total Equity                                 80,873.80

   TOTAL LIABILITIES & EQUITY                     51,848.80

- Jimmy Kaplowitz, SPI Treasurer
treasurer@spi-inc.org

[1] This is current as of April 16, the closing date of our most recent
Ameriprise statement, and covers the period from January 17 through then.

[2] I am mainly listing this so that it's clear that the FirstIB and
Ameriprise account values are changing and why, not because it's any net
change in SPI assets; it's not. This was related to DebConf6.

[3] This is to be repaid (at 0% interest) automatically as soon as DebConf
has sufficient funds.

Discussion appendix

Since there's a new board, I thought it might be a reasonable time to
go back over some of the issues that Debian would appreciate SPI input on:

    1) Response to concerns related to the acceptance of Sun Java into
       non-free, see:
           From: John Goerzen <jgoerzen@complete.org>
           Date: Wed, 7 Jun 2006 18:28:22 -0500
           Subject: Questions about Java license and related questions
           Message-ID: <20060607232822.GA31686@katherina.lan.complete.org>

    2) Response to concerns related to interaction between Debian developers
       and citizens of embargoed countries, see:
           From: Anthony Towns <aj@azure.humbug.org.au>
           Date: Fri, 9 Jun 2006 17:47:49 +1000
           Subject: Debian in embargoed countries
           Message-ID: <20060609074749.GB1408@azure.humbug.org.au>

    3) Response to concerns related to online harassment, see:
           From: Steve Langasek <vorlon@debian.org>
           Date: Fri, 9 Jun 2006 17:04:51 -0700
           Subject: request for assistance with ongoing harassment
               [debianwomenpassaway@yahoo.com: Debian women: please pass away.]
           Message-ID: <20060610000450.GN13192@mauritius.dodds.net>

    4) Precise accounting of funds held for the benefit of the Debian
       project (my imprecise estimate is $0, split between -$50,000 for
       debconf, and +$50,000 for misc debian use, which will obviously
       only be useful when the HP money makes its way in)
None
    5) Is there any sort of online/electronic report of donations from
       Click & Pledge that can be made available?

    6) I think Debian would appreciate it if SPI would formally comment
       on the asset handling changes proposed on debian-vote, to ensure we
       can maintain a friendly and consultative relationship. (Even if the
       comment is just "yup, that's fine by us!" or whatever) See the threads
       related to:
           From: Manoj Srivastava <srivasta@debian.org>
           Date: Thu, 20 Jul 2006 20:12:54 -0500
           Subject: Constitutional Amendment GR: Handling assets for the project
           Message-id: <87r70f92w9.fsf@glaurung.internal.golden-gryphon.com>

           http://lists.debian.org/debian-vote/2006/07/msg00005.html

Resolutions

Resolution 2006-04-03.jfsp.1: Debian trademark in Spain

WHEREAS

1. The Debian trademark in Spain is currently held by Jesus Martinez which
  has no association with either the Debian project or SPI Inc.

2. The SPI trademark committee wants to register the Debian trademark EU-wide
  and any registration in an EU country will stall the process

3. Mr. Martinez has been contacted by the "Debian Spain" association and
  by Javier de la Cueva and has rejected to transfer the trademark over to
  SPI unless the following terms are met:
      * Deletion of all Internet web pages with prior references to
        Mr. Martínez trademark appropriation.
      * Payment of 3,000 Euros as a fee for having made the defense of
        the trademark and the costs.
      * SPI letter granting him the rights to use perennially the trademark
        "Debian".

4. The SPI Board considers the transfer term unacceptable.

THE SPI BOARD RESOLVES THAT

5. SPI will initiate legal actions against Mr. Martinez.

6. SPI will provide a notarized and apostilled Power of Attorney to
  the Spanish lawyer Javier de la Cueva, who will act in a Pro Bono basis,
  and will litigate on behalf of SPI.

7. SPI will provide certificates of the trademark registry and any other
  relevant documents to Javier de la Cueva needed to provide
  documentary evidences necessary to defend the case.
Resolution 2006-08-07.dbg.2

This resolution supersedes 2001-09-17.br.

1. WHEREAS the Board of Directors of Software in the Public Interest is
responsible for the operation of the organisation;

2. and WHEREAS the Board of Directors performs its business at its
meetings;

3. and WHEREAS Board members are expected to attend all meetings;

4. and WHEREAS Board members who do not attend a reasonable number of
meetings can prevent the Board from carrying out its duties;

The Board of Directors hereby resolves that:

5. The Accounting Period for this Attendance Policy shall be one year,
ending with the most recent Board meeting, including any meeting in
session;

6. All Board members shall be recorded in the meeting minutes of all board
meetings while they are members as having an attendance status that is one
of:
  a. Absent,
  b. Absent, with regrets,
  c. Present, with exception,
  d. Present;

7. A Board member who fails to attend a valid Board meeting, and who has
not sent the Board regrets for the meeting at least twenty-four (24) hours
prior to the scheduled start of the meeting, shall be marked as: "Absent",
but may, by a vote of the Board at the time the Minutes are being approved
for that meeting be marked as "Absent, with regrets" without notice having
been received should the Board be satisfied that reasonable notice was not
possible;

8. A Board member who fails to attend a valid Board meeting, but who has
sent the Board regrets at least twenty-four (24) hours prior to the
scheduled start of the meeting, shall be marked as: "Absent, with
regrets";

9. A Board member who attends a valid Board meeting shall be marked as
"Present", but shall be marked as "Present, with exception" if he does
not:
  a. Register as present during Roll Call, and
  b. Participate or actively abstain in all votes, and
  c. Respond to all Quorum Calls called for by the meeting Chair;

10. A Quorum Call may be called by the meeting Chair at any time during a
meeting if he reasonably believes that the number of members still
attending are insufficient to retain Quorum, and all members present must
respond in acknowledgement of their presence. Such Quorum calls and their
results shall be recorded in the meeting Minutes;

11. All Board members shall be considered "Present" for all meetings for
the year prior to their first appointment to the Board;

12. A Board member shall be asked to resign from the Board, and may be
subject to a removal hearing if the Board member is
  a. marked as "Absent" for the greater of 20% or three Board meetings
during the accounting period, or
  b. marked as "Absent, with regrets" for the greater of 40% or five Board
meetings during the accounting period, or
  c. not marked as "Present" for the lesser of 50% or seven Board meetings
during the accounting period;

13. This resolution and all its effects shall take place effective with
the passage of this resolution, with no action being taken for attendance
records prior to its implementation.
Resolution 2006-09-19.mcs.2

Accepting Gallery as Associated Project

WHEREAS

1. Gallery is a substantial and significant Free Software project.

2. The Gallery developers would like SPI's support and assistance, including taking donations.

THE SPI BOARD RESOLVES THAT

3. Gallery is formally invited to become an SPI Associated Project, according
   to the SPI Framework for Associated Projects, SPI Resolution
   1998-11-16.iwj.1-amended-2004-08-10.iwj.1,
   a copy of which can be found at http://www.spi-inc.org/corporate/resolutions/2004-08-10-iwj.1

4. Currently, Bharat Mediratta is recognised by SPI as the current
   authoritative decision maker for Gallery.

5. This invitation will lapse, if not accepted, 60 days after it is approved
   by the SPI Board.