Meeting agenda for Friday 12th February, 2016

This is the proposed agenda for the SPI board meeting of Friday, February 12th, 2016, to be held at 21:00 UTC in #spi on irc.spi-inc.org. Please note that this is a different day and time than our regular board meetings because of an SPI face-to-face board meeting that day.

  1. Opening
  2. Roll Call
  3. President's report (Bdale Garbee)
  4. Treasurer's report (Michael Schultheiss)
  5. Secretary's report (Martin Michlmayr)
  6. Outstanding minutes
    1. Thursday, 14th January 2016 (Martin Michlmayr)
  7. Items up for discussion
    1. Resolution 2016-02-05.mm.1: X.Org as associated project
    2. Resolution 2016-02-10.djl.1: Conflict of Interest Policy
  8. Any other business
  9. Next board meeting: March 10th, 2016, 20:30 UTC

President's report

(none)

Treasurer's report

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).

Income Statement
for the Period December 01, 2015 - December 31, 2015

 Income
   Ordinary Income
        0 A.D.                             382.32
        Arch Linux                       1,324.00
        Chakra                              75.00
        Debian                           5,795.00
        DebConf 16                      10,002.00
        FFmpeg                             716.00
        FFmpeg OPW                         110.00
        freedesktop.org                    800.00
        FreedomBox Foundation               60.00
        GNU TeXmacs                         45.00
        haskell.org                        661.46
        Jenkins                            875.00
        LibreOffice                      2,303.00
        MinGW                               45.00
        Open Bioinformatics Foundation       8.00
        Open Voting Foundation              20.00
        OpenWrt                            490.00
        PostgreSQL                         760.00
        Privoxy                             25.00
        SPI General                      4,746.00
        SPI 5%                             739.74
        YafaRay Project                    500.00

        Total Ordinary Income           30,482.52
                                        ---------

   Interest Income
        Key Business Platinum MM Savings     2.76
        Chase Bus Select High Yield Savings 18.32
        Fifth Third Business MM 128          7.34

        Total Interest Income               28.42
                                            -----

   Gross Income                         30,510.94
                                        ---------

 Expenses
  Ordinary Expenses

        0 A.D.
          Hosting                    84.04
          Processing Fees            13.91
          SPI 5%                     14.12

          Total 0 A.D. Exp          112.07
                                    ------

        Arch Linux
          Processing Fees            64.16
          SPI 5%                     66.20

          Total Arch Linux Exp      130.36
                                    ------

        Chakra
          Processing Fees             3.38
          SPI 5%                      3.75

          Total Chakra Exp            7.13
                                      ----

        Debian
          Debit Card Fee              3.00
          Hard Drive                319.01
          Processing Fees           221.99
          pt_br sprint              280.92
          SPI 5%                    289.75
          Travel (GSoC)             778.45

          Total Debian Exp        1,893.12
                                  --------

        DebConf 15
          Donation to SFC        10,000.00
          Expense reimbursement  17,300.38
          Travel Reimbursement    5,394.33

          Total DC15 Exp         32,694.71
                                 ---------

        DebConf 16
          Processing Fees             0.26

          Total DC16 Exp              0.26
                                      ----

        FFmpeg Outreachy
          Processing Fees             4.78
          SPI 5%                      5.50

          Total FFmpeg Outreachy Exp 10.28
                                     -----

        FFmpeg
          Processing Fees            25.93
          SPI 5%                     35.80

          Total FFmpeg Exp           61.73
                                     -----

        freedesktop.org
          Processing Fees            24.55
          SPI 5%                     40.00

          Total fd.o Exp             64.55
                                     -----

        FreedomBox Foundation
          Processing Fees             2.55
          SPI 5%                      3.00

          Total FreedomBox Exp        5.55
                                      ----
        GNU TeXmacs
          Processing Fees             2.25
          SPI 5%                      2.25

          Total GNU TeXmacs Exp       4.50
                                      ----

        haskell.org
          Hosting Fees              111.40
          Transfer to
            haskell.org inc.     30,000.00


          Total haskell.org Exp  30,111.40
                                 ---------

        Jenkins
          Expense reimbursement   4,069.69
          Processing Fees            35.88
          SPI 5%                     43.75

          Total Jenkins Exp       4,149.32
                                  --------

        LibreOffice 
          Processing Fees            84.74
          SPI 5%                    110.15
          Travel Reimbursement   23,169.12

          Total LibreOffice Exp  23,364.01
                                 ---------

        MinGW
          Processing Fees             2.62
          SPI 5%                      2.25

          Total MinGW Exp             4.87
                                      ----

        OpenBioinformatics Foundation
          Domain Renewal             10.00
          Hosting                 2,177.73
          Processing Fees             0.41
          SPI 5%                      0.40

          Total OBF Exp           2,188.54
                                  --------

        Open Voting Foundation
          Processing Fees             0.83
          SPI 5%                      1.00

          Total OVF Exp               1.83
                                      ----

        OpenWrt
          Processing Fees            21.12
          SPI 5%                     24.50

          Total OpenWrt Exp          45.62
                                     -----

        PostgreSQL
          Processing Fees            19.53
          SPI 5%                     38.00
          Website design          1,463.85

          Total PostgreSQL Exp    1,521.38
                                  --------

        Privoxy
          Processing Fees             1.03
          SPI 5%                      1.25

          Total Privoxy Exp           2.28
                                      ----

        SPI
          Bookkeeping Fee           480.00
          PaySimple Monthly Fee      37.95
          Transaction Fees           55.82

          Total SPI Exp             573.77
                                    ------

        YafaRay
          Processing Fees            20.35
          SPI 5%                     25.00

          Total YafaRay Exp          45.35
                                     -----

        Total Expenses           96,992.63
                                  --------

        Net Income              (66,481.69)
                                ===========


Balance Sheet as of December 31, 2015

   ASSETS
     Current Assets
        Chase Performance Business Checking               29,987.98
        Chase Business Select High Yield Savings         269,811.83
        Fifth Third Business Money Market 128            169,765.32
        Fifth Third Business Elite Checking (SPI)             71.16
        Fifth Third Business Elite Checking (Debian)          60.58
        KeyBank Basic Business Checking                    8,928.08
        Key Business Reward Checking                     176,270.13
        Key Business Platinum Money Market Savings       162,883.89
        Key Express Checking                               5,255.72
        Ameriprise Cash Mgmt Acct                         13,406.15
        Debian Debit Card                                    176.00

     Total Current Assets                                836,616.84


   TOTAL ASSETS                                          836,616.84


   LIABILITIES AND EQUITY

     General and current liabilities                           0.00

     Equity
        Reserves held in trust
           0 A.D. Earmark                    35,216.03
           ankur.org.in                       2,811.13
           aptosid Earmark                      251.14
           Arch Linux Earmark                25,189.21
           Chakra                               551.86
           Debian Earmark                   228,390.17
           DebConf 14 Earmark                35,962.78
           DebConf 15 Earmark                74,365.43
           DebConf 16 Earmark                10,036.74
           Drizzle                            6,333.99
           FFmpeg                             9,354.99
           FFmpeg (Outreachy)                   123,85
           Fluxbox                              995.00
           Freedesktop.org Earmark           16,404.99
           FreedomBox Foundation Earmark     25,014.57
           Gallery Earmark                    8,357.71
           GNU TeXmacs Earmark                1,081.97
           Haskell Earmark                    3,282.34
           Jenkins Earmark                   23,423.62
           LibreOffice Earmark               43,747.52
           madwifi-project.org Earmark        1,494.90
           MinGW Earmark                      3,875.20
           OpenVAS                               56.21
           OpenWrt                            4,485.85
           Open Bioinformatics Earmark       49,935.64
           Open Embedded                        181.65
           Open Voting Foundation Earmark       296.81
           OSUNIX                                 2.92
           Path64                                18.60
           Plan 9 Earmark                     6,500.00
           PostgreSQL Earmark                69,483.98
           Privoxy Earmark                      191.22
           Swathanthra Malayan Comp Earmark   2,483.62
           The HeliOS Project Earmark           201.39
           TideSDK Earmark                      353.99
           Tux4Kids Earmark                  16,277.50
           YafaRay Earmark                    5,849.77

        Total held in trust                              712,584.29

        General reserves                                 124,032.55

     Total Equity                                        836,616.84

   TOTAL LIABILITIES AND EQUITY                          836,616.84
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).

Income Statement
for the Period January 01, 2016 - January 31, 2016

 Income
   Ordinary Income
        0 A.D.                             155.00
        Arch Linux                         681.00
        Debian                           2,396.00
        DebConf 16                       5,000.00
        FFmpeg                             189.00
        FFmpeg Outreachy                    50.00
        freedesktop.org                      5.00
        haskell.org                        300.00
        Jenkins                            800.00
        LibreOffice                     10,587.15
        MinGW                              100.00
        OpenWrt                            215.00
        PostgreSQL                          60.00
        SPI General                      3,469.65
        SPI 5%                             227.06
        The HeliOS Project                   3.00

        Total Ordinary Income           24,237.86
                                        ---------

   Interest Income
        Key Business Platinum MM Savings     2.76
        Chase Bus Select High Yield Savings 17.14
        Fifth Third Business MM 128          7.18

        Total Interest Income               27.08
                                            -----

   Gross Income                         24,264.94
                                        ---------

 Expenses
  Ordinary Expenses

        0 A.D.
          Hosting                    83.69
          Processing Fees             7.57
          Reimbursement           5,611.10
          SPI 5%                      7.75

          Total 0 A.D. Exp        5,710.11
                                  --------

        Arch Linux
          Processing Fees            34.87
          SPI 5%                     34.05

          Total Arch Linux Exp       68.92
                                     -----

        Debian
          Debit Card Fee              3.00
          Processing Fees            48.36
          SPI 5%                     69.80
          Trademark Registration    225.00

          Total Debian Exp          346.16
                                    ------

        DebConf 15
          Travel Reimbursement    4,622.78

          Total DC15 Exp          4,622.78
                                  --------

        FFmpeg Outreachy
          Processing Fees             2.18
          SPI 5%                      2.50

          Total FFmpeg Outreachy Exp  4.68
                                      ----

        FFmpeg
          GSoC Mentoring          3,492.26
          Processing Fees            11.97
          SPI 5%                      9.45

          Total FFmpeg Exp        3,535.68
                                  --------

        freedesktop.org
          Processing Fees             0.24
          Server Administration     120.00
          SPI 5%                      0.25

          Total fd.o Exp            120.49
                                    ------

        haskell.org
          Hosting Fees               20.00
          SPI 5%                     15.00

          Total haskell.org Exp      35.00
                                     -----

        Jenkins
          Processing Fees            32.70
          SPI 5%                     40.00

          Total Jenkins Exp          72.70
                                     -----

        LibreOffice 
          Processing Fees            10.04
          SPI 5%                     29.36
          Travel Reimbursement    4,414.07

          Total LibreOffice Exp   4,453.47
                                  --------

        MinGW
          Processing Fees             4.35
          SPI 5%                      5.00

          Total MinGW Exp             9.35
                                      ----

        OpenBioinformatics Foundation
          Domain Renewal             42.76

          Total OBF Exp              42.76
                                     -----

        OpenWrt
          Processing Fees             9.11
          SPI 5%                     10.75

          Total OpenWrt Exp          19.86
                                     -----

        PostgreSQL
          Processing Fees             2.66
          SPI 5%                      3.00

          Total PostgreSQL Exp        5.66
                                      ----

        SPI
          Bookkeeping Fee           480.00
          PaySimple Monthly Fee      37.95
          Transaction Fees           13.97

          Total SPI Exp             531.92
                                    ------

        The HeliOS Project
          Processing Fees             0.16
          SPI 5%                      0.15

          Total YafaRay Exp           0.31
                                      ----

        Total Expenses           19,579.85
                                  --------

        Net Income                4,685.09
                                  ======== 


Balance Sheet as of January 31, 2016

   ASSETS
     Current Assets
        Chase Performance Business Checking               34,958.60
        Chase Business Select High Yield Savings         269,828.97
        Fifth Third Business Money Market 128            177,920.80
        Fifth Third Business Elite Checking (SPI)             71.16
        Fifth Third Business Elite Checking (Debian)          60.58
        KeyBank Basic Business Checking                    8,928.08
        Key Business Reward Checking                     169,529.52
        Key Business Platinum Money Market Savings       162,886.65
        Key Express Checking                               5,248.72
        Ameriprise Cash Mgmt Acct                         13,406.15
        Debian Debit Card                                    173.00

     Total Current Assets                                843,012.23



   TOTAL ASSETS                                          843,012.23


   LIABILITIES AND EQUITY

     General and current liabilities                           0.00

     Equity
        Reserves held in trust
           0 A.D. Earmark                    29,660.92
           ankur.org.in                       2,811.13
           aptosid Earmark                      251.14
           Arch Linux Earmark                25,801.29
           Chakra                               551.86
           Debian Earmark                   230,440.01
           DebConf 14 Earmark                35,962.78
           DebConf 15 Earmark                69,742.65
           DebConf 16 Earmark                15,036.74
           Drizzle                            6,333.99
           FFmpeg                             6,008.31
           FFmpeg (Outreachy)                   169.17
           Fluxbox                              995.00
           Freedesktop.org Earmark           16,289.50
           FreedomBox Foundation Earmark     25,014.57
           Gallery Earmark                    8,357.71
           GNU TeXmacs Earmark                1,081.97
           Haskell Earmark                    3,547.34
           Jenkins Earmark                   24,150.92
           LibreOffice Earmark               49,881.20
           madwifi-project.org Earmark        1,494.90
           MinGW Earmark                      3,965.85
           OpenVAS                               56.21
           OpenWrt                            4,680.99
           Open Bioinformatics Earmark       49,892.88
           Open Embedded                        181.65
           Open Voting Foundation Earmark       296.81
           OSUNIX                                 2.92
           Path64                                18.60
           Plan 9 Earmark                     6,500.00
           PostgreSQL Earmark                69,538.32
           Privoxy Earmark                      191.22
           Swathanthra Malayan Comp Earmark   2,483.62
           The HeliOS Project Earmark           204.08
           TideSDK Earmark                      353.99
           Tux4Kids Earmark                  16,277.50
           YafaRay Earmark                    5,849.77

        Total held in trust                              714,077.51

        General reserves                                 128,934.72

     Total Equity                                        843,012.23

   TOTAL LIABILITIES AND EQUITY                          843,012.23

Resolution 2016-02-05.mm.1: X.Org as associated project

WHEREAS

1. The X.Org Foundation is an existing 501(c)3 corporation, incorporated
in the state of Delaware: http://www.x.org/foundation/irs-form-1023/5-ExhibitD.pdf

2. The bylaws the X.Org foundation (http://www.x.org/foundation/irs-form-1023/6-ExhibitE.pdf) state:

  The purpose of the X.Org Foundation shall be to:
  (i)   research, develop, support, organize, administrate,
        standardize, promote and defend the X Window System,
  (ii)  support, educate, organize and participate in the community of
        developers of the X Window System, and
  (iii) support and educate the general community of users of the X
        Window System.

3. The board of the X.Org Foundation has voted to request SPI's support
and assistance, including taking donations and holding funds and
intangible assets. If approved, the X.Org corporation would be
dissolved and all assets transferred to SPI.

THE SPI BOARD RESOLVES THAT

4. X.Org 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/2004/2004-08-10.iwj.1

5. The X.Org Secretary is recognised by SPI as the current SPI liaison
for X.Org. The X.Org Secretary is elected by the X.Org board, who are
in turn elected by the members of X.Org.

6. This invitation will lapse, if not accepted, 180 days after it is
approved by the SPI Board.

Resolution 2016-02-10.djl.1: Conflict of Interest Policy

WHEREAS

1. Software in the Public Interest, Inc. was formed under Section 402
   of the Not-For-Profit Corporation Law of the State of New York.

2. The New York State legislature unanimously passed The Non-Profit
   Revitalization Act of 2013 which became effective July 1, 2014.

3. The Not-For-Profit Corporation Law of the State of New York now
   mandates that Not-For-Profit Corporations adopt Conflict of
   Interest policies.

THE SPI BOARD RESOLVES THAT

1. The following Conflict of Interest policy is adopted:

SPI Conflict of Interest Policy
===============================

== Purpose

The purpose of this conflict of interest policy (``Policy'') is to protect
Software in the Public Interest, Inc (``SPI'') and its Associated Projects
when SPI contemplates entering into a transaction or arrangement that might
benefit the private interest of a Director, or might otherwise result in a
possible excess benefit transaction.  This Policy is intended to supplement
but not replace any applicable state and federal laws governing conflict of
interest applicable to nonprofit and charitable organizations.


== SPI Directors

Directors of SPI (``directors'') each have a duty to protect SPI and its
Associated Projects from violating New York State and USA federal laws --
and to avoid any appearance of impropriety. SPI directors serve the public
interest and are to have a clear understanding of SPI's charitable mission.
All decisions made by SPI directors are to be made solely on the basis of a
desire to promote the best interests of SPI and the public good.


=== Defining a Conflict of Interest for a director

In general, directors should avoid making decisions on matters where their
personal interests are at odds with the SPI's interests. In particular, the
following scenarios are to be identified as conflicts of interest:

* A director (or his or her family member) is a party to a contract, or
involved in a transaction with SPI for goods or services.

* A director (or his or her family member) is a director, officer, agent,
partner, associate, employee, trustee, personal representative, receiver,
guardian, custodian, legal representative or in some other way has a
fiduciary duty to an entity involved in a transaction with SPI.

* A director (or his or her family member) is engaged in a substantial
capacity or has a material financial interest in a for-profit enterprise
that competes with SPI or an Associated Project.

SPI acknowledges that other situations may create the appearance of a
conflict, or present a duality of interests. All such circumstances should
be disclosed to the Board, as appropriate, and the Board shall make a
decision as to what (if any) course of action SPI or relevant directors
should take so that SPI's best interests are not compromised by personal
interests.


=== General Policies for directors

* *No Personal Profit or Gain.* No director (or family member) shall derive
any personal profit or gain, directly or indirectly, by reason of his or
her participation with SPI. Personal profit or gain does not include
compensation approved by the Board for paid employees, or reimbursement of
legitimate SPI expenses.

* *Disclosure and Abstention when Conflicted.* Each director shall disclose
to SPI's Board any conflict of interest which he or she may have in any
matter pending before SPI and shall refrain from participation in any
decision on such matter.

* *SPI Conflict Disclosure Form.* Each director shall submit to the
Secretary prior to initial election to the board, and annually
thereafter, the SPI Conflict Disclosure form <<Exhibit-A,attached as
Exhibit A>>. The Secretary must provide a copy of the completed
statements to the board.


=== Conflict Resolution Procedures for directors

* *Disclosure of Conflict When Present.* Prior to any Board or Board
Committee action on a matter or transaction involving a conflict of
interest, a director having a conflict of interest and who is in attendance
at the meeting shall disclose all facts material to the conflict. Such
disclosure shall be reflected in the minutes of the meeting. If board
members are aware that Staff or other volunteers have a conflict of
interest, relevant facts should be disclosed by the board member or by the
interested person him/herself if invited to the Board meeting as a guest for
purposes of disclosure.

* *Disclosure of Conflict When Absent.* A director who plans not to attend a
meeting at which he or she has reason to believe that the Board or Board
Committee will act on a matter in which he or she is conflicted shall
disclose to the Chair of the meeting all facts material to the conflict of
interest. The Chairperson shall report the disclosure at the meeting and the
disclosure shall be reflected in the minutes of the meeting.

* *Participation in Discussions and Votes Regarding Conflicted Matter.* On a
matter in which a director has a conflict of interest, the conflicted
director must abstain from, and must not hear nor read the pre-vote
discussions of the matter by the Board or Board Committee, except to
disclose material facts and to respond to questions. The conflicted director
shall not attempt to exert his or her personal influence with respect to the
matter, either at or outside the meeting. The Conflicted Director may read
minutes and/or logs of the matter's discussion after voting is complete.

* *Participation in Votes Regarding Conflicted Matter.* A conflicted
director may not vote on the Board action with which he or she has a
conflict of interest. His or her ineligibility to vote shall be reflected in
the minutes of the meeting.

* *Conflicted Directors Cannot Establish Quorum.* A conflicted SPI Director
shall not be determining the presence of a quorum for purposes of a vote
on the matter where he or she has a conflict of interest.

* *Managing an Officer's Conflict of Interest.* If a director is an Officer
involved in a decision, matter or transaction in which he or she has a
conflict of interest, he or she must immediately disclose all facts material
to the conflict to the Chair of the Board (or the Chair's designee). The
Board must then approve any future decisions, negotiations, and/or other
actions taken by the Officer regarding the conflicted matter, and include
the person's disclosure of the conflict and the Board's subsequent actions
in the minutes of the next meeting.

* *Confidentiality of Conflict Disclosures.* Each director shall exercise
care not to disclose confidential information acquired in connection with
disclosures of conflicts of interest or potential conflicts, which might be
adverse to SPI's interests.

== Board Advisors, SPI members and volunteers

The work accomplished by SPI and its Associated Projects would not be
possible without the generous donation of time, funds, and support of
Community Members -- including participating corporations, sponsors, and
volunteers alike. Community members are not traditionally considered to be
``interested persons,'' and all decision-making authority rests with the SPI
Board.

* *Community Members Cannot Direct Funds.* Community Members are free to
offer suggestions and engage in open dialogue with SPI board and
Associated Projects. Community Members who make financial donations do not
receive any additional control over SPI or Associated Projects direction
beyond what is available to other vocal, active, and contributing community
members.


[[Exhibit-A]]

== Exhibit A: SPI Conflict Disclosure Form

Directors of SPI each have a duty to protect SPI and its Associated Projects
from violating state and federal laws -- and to avoid any appearance of
impropriety. directors serve the public interest and are to have a clear
understanding of SPI's charitable mission. All decisions made by directors
are to be made solely on the basis of a desire to promote the best interests
of SPI and the public good.

This Form is to be completed every twelve months and submitted to the
Secretary of SPI's Board.

Date: +++__________________________+++

Next Form to be completed by (twelve months from now):
      +++__________________________+++

Name: +++__________________________+++

I affirm the following:

* I have received a copy of the SPI Conflict of Interest Policy.
+++_________+++ (initial)

* I have read and understand the policy. +++_________+++ (initial)

* I agree to comply with the policy. +++_________+++ (initial)

* I understand that SPI is a public charity and in order to maintain its
federal tax exemption it must engage primarily in activities which
accomplish one or more of tax-exempt purposes. +++_________+++ (initial)

.Disclosures:

Please describe below any relationships, transactions, positions you (or
your family member) hold, or any other circumstances that you believe could
cause a conflict of interest as defined by the Policy between your duty to
SPI and your personal interests, financial or otherwise:

+++________+++ I have no conflicts to report

+++________+++ I have the following conflicts and/or potential conflicts to
report:

+++_____________________________________________________________________+++

+++_____________________________________________________________________+++

+++_____________________________________________________________________+++

+++_____________________________________________________________________+++

+++_____________________________________________________________________+++

I hereby certify that the information set forth is true and complete to the
best of my knowledge.

Signature: +++______________________________________+++
Date: +++_________________+++