Board Meeting, May 4th, 2004

Attending:

  • Benj. Mako Hill
  • Branden Robinson
  • Bruce Perens
  • David Graham
  • Ean Schuessler
  • Ian Jackson
  • Jimmy Kaplowitz
  • John Goerzen
  • Martin Schulze
  • Wichert Akkerman

Absent:

  • Drew Streib

Invitees present:

  • Ben Armstrong
  • Bill Allombert
  • Christian T. Steigies
  • Dale Martin
  • David Schleef
  • Giacomo Catenazzi
  • Gustavo Noronha Silva
  • Laurent Fousse
  • Mark J Ray
  • Matthew Vernon
  • Michael Schultheiss
  • Pierre Machard
  • Remi Vanicat
  • Stefan Gybas
  • Stephen Frost
  • Stephen Stafford
  • Steve Langasek

Agenda:

  1. Opening at 18:30 on irc.spi-inc.org, channel #spi
  2. Roll call
  3. Trademark resolutions
  4. Report by the Treasurer
  5. Financial Resolutions
  6. Date for next meeting

Recorder: Wichert Akkerman (Secretary)

SPI board meeting, May 4, 2004, meeting opened: 18:33 UTC, meeting closed: 19:24 UTC.

Trademark resolutions

Mako Hill proposed resolution 2004-05-04.bmh.1 to regulate transfer ownership of the Debian trademark in Spain to SPI, as offered by the current owner. Javier de la Cueva offered to represent SPI on a pro bono basis for this purpose. A vote is called for:

Branden in favour
Bruce in favour
David in favour
Ean in favour
Ian in favour
Jimmy in favour
Joey in favour
John in favour
Mako in favour

The resolution is passed with nine votes in favour and none against.

Since SPI currently only has a trademark for the name DEBIAN in the USA, but Debian is frequently used in Europe Mako also proposed resolution 2004-05-04.bmh.2 which initiate registration of a European-wide Debian trademark. David asked if the estimated expenses of 2000 tot 3000 euro are really needed, and John asked if Debian had approved use of its funds for this purpose. Mako mentioned that Martin Michlmayr had taken part in the discussions leading to this proposal. He explained that the filing would probably cost 975 euros, with 1100 for the registration, but since it is EU-wide it would probably save money in the long run. Chris Rourk mentioned the fee seems rather high, to which Mako answers that the fee is determined by what the EU charges. Ean calls for a vote on the resolution:

Branden abstains
Bruce in favour
David in favour
Ean in favour
Ian in favour
Jimmy in favour
Joey abstains
John in favour
Mako in favour

The resolution is accepted with seven votes in favour and none against.

Report by the Treasurer

Jimmy:

"Well, as I see it, we're at the stage where apology letter to those donors whose checks were never cashed. We are working on this, with the letter written Ean wants to use volunteers to do this who have no connection to SPI and Brainfood. I agree it's a lot of work, so I thought it would be fine to do, if they are contractually bound to protect the confidentiality of our donor information. We may potentially be ready to proceed with that, depending on today's votes. I think that we're actually able to do this now, without resolutions, if Ean and I cooperate.

Later this week, pending board approval today, I will open a P.O. box to engage in correspondence as Treasurer and to provide to the banks as an address. I will also contact Branden and Centurion Bank and work on getting my name onto the accounts.

Last item: we need to resolve where snail mail donations should go, but I think that depends on other resolutions pending today."

Branden mentioned Jimmy should be registered with NY state as well; they still have an old Boston address on file for SPI.

Bruce said he would vote against treasury micro-management by the board since Jimmy and Ean can enact the necessary steps without the board being involved, as long as Jimmy and Ean agree on the motion. Ian agreed with Bruce. John asked what the status of the valid unexpired checks which Brainfood received from Branden is. Jimmy said the only ones he was aware of expired soon after their receipt so nothing could be done with them. David asked if no checks have been sent in the last six months. Jimmy replied that they are still send to Branden.

John asked if anyone had a figure of the present balances of SPI's various accounts. Jimmy answered that Anita Schuessler at Brainfood made an approximate summary of what she received from Branden, but since he did not send the most recent documents she could not give current numbers.

David asked Branden how much paperwork he had accrued that needed to be send on. Branden replied that he had two or three dozen items, half of which was junk mail. David asked if there were any checks in there. Branden said there are a few big ones in there which he would like to deposit as soon as possible: one check for USD 4500, one for USD 2000 and a few small ones. Jimmy asked Branden if he had deposited the checks he authorised him to deposit a few weeks earlier, to which Branden replied he had not since he sent the check-books with deposit slips to Brainfood. He has asked Ean to send a few back so he can make deposits again.

John suggested making arrangement for Branden to forward correspondence on for at least six months since his address has been widely publicised.

Financial Resolutions

2004-05-03.ers.1: Expedite accounting apology letters

Jimmy said he believed this resolution is unnecessary, and also that item 6 can be interpreted to cut him out of the loop entirely with regard to resolving the accounting issues. Ean replied that this resolution was the only thing allowing him to complete communication with SPI's donors without further delay. Jimmy said that was not true since as treasurer he had already authorised Ean to take the necessary steps. Ean called for a vote:

Branden against
Bruce against
David against
Ean abstains
Ian against
Jimmy against
Joey in favour
John against
Mako in favour

The resolution is rejected with six votes against and two in favour.

2004-05-04.ers.1: Short term process for managing monies 1

Ian mentioned this resolution is unnecessary since Jimmy's approval as treasurer is enough and no board action is required. Ean called for a vote:

Bruce against
David against
Ean abstains
Ian against
Joey in favour
Jimmy against
John against
Mako against

The resolution is rejected with six votes against and one in favour.

2004-05-04.ers.2: Short term process for managing monies 2

Ean called for a vote on 2004-05-04.ers.2:

Bruce against
David against
Ean in favour
Ian against
Jimmy against
Joey against
John against

The resolution is rejected with six votes against and one in favour.

2004-05-03.bp.2: Affirmation of officers, delegation of financial tasks upon them

David thought this resolution is already covered by the by-laws. John agreed and added that it only documents what should already be happening. Ian thought it is an excellent reaffirmation: it does not change anything but makes clear what is expected of Ean and Jimmy. Bruce added it affirms the by-laws and thus makes the sentiments of the board known. Ean called for a vote:

Branden against
Bruce in favour
David against
Ean abstains
Ian in favour
Jimmy in favour
Joey abstains
John against
Mako in favour

The motion is accepted with four votes in favour and three against.

2004-05-04.dbg.2: Expedited financial problems solving

Ian wanted to strike clauses one and three. Jimmy wanted to strike clauses three and five because both are already provided for by the boards ability to pass resolutions. Ian proposed to amend the resolution by striking clauses 1, 3 and 5. Branden, Jimmy and Wichert second the amendment. David noted this resolution only provides an expiring budget for the treasurer. Ean asked where the part of the resolution is that lets him take action on correspondence, to which Ian replied Jimmy only needed to authorise Ean to do that without needing a board resolution. Ean complained Jimmy wanted to specify process even when it doesn't agree with professional bookkeeping advice and he would not agree with that. Jimmy added he only wanted Brainfood-affiliated volunteers to sign a NDA because they otherwise have no enforceable reason to keep SPI information confidential. Branden mentioned he thought agreement had be reached on the NDAs for volunteers. Vote on Ian's amendment:

Branden in favour
Bruce in favour
David against
Ean in favour
Ian in favour
Jimmy in favour
John abstains
Mako abstains
Wichert in favour

The amendment is accepted with six votes in favour and one against. Votes on the resulting 2004-05-04.dbg.2.iwj.1:

Branden in favour
Bruce in favour
David in favour
Ean in favour
Jimmy in favour
Joey in favour
John in favour
Mako in favour
Wichert in favour

The resolution is accepted with nine votes in favour and none against.

2004-05-04.jrk.1: Purchase of Treasurer P.O. Box

Jimmy withdrew this resolution since 2004-05-04.dbg.2.iwj.1 already provides the necessary resources. He added he might reintroduce it in six months if 2004-05-04.dbg.2.iwj.1 expires.

Date for next meeting

The date for the next meeting is set at June 1, 19:00 UTC.