Board Meeting, August 10th, 2004

Attending:

  • Bdale Garbee
  • Benj. Mako Hill
  • Branden Robinson
  • Bruce Perens
  • David Graham
  • Ian Jackson
  • Jimmy Kaplowitz (Treasurer at start of meeting)
  • John Goerzen (Vice President at start of meeting)
  • Martin Schulze

Invitees present:

  • Christian T. Steigies
  • Drew Scott Daniels
  • Joseph Nahmias
  • MJ Ray
  • Matt Kraai
  • Phil Brooke

Agenda:

  1. Opening
  2. Roll call
  3. Introduction of New Board Members
  4. Selection of Officers
  5. Outstanding Resolutions
  6. Next meeting
  7. Next meeting

Recorder: David Graham (Secretary)

The following minutes were adopted by the Board of Directors on September 7th, 2004:

Meeting opened 19:00:02 UTC on August 10th, 2004 and took place in #spi on irc.spi-inc.org.

Introduction of New Board Members

John Goerzen introduced Bdale Garbee and Branden Robinson to the board. They were elected to the board on July 29th, 2004.

The sitting board thanked Wichert Akkerman and Ean Schuessler for their years of service to the Board of Directors, and to Michael Greb for running in the election.

Selection of Officers

John Goerzen noted that the positions of President and Secretary were unfilled, however due to resolution 2004-06-01.dbg.2, all officer positions were up for election at this meeting.

The following candidates sought positions on the executive:

  • President: John Goerzen
  • Vice President: Bdale Garbee, Benj. Mako Hill, Branden Robinson
  • Treasurer: Jimmy Kaplowitz
  • Secretary: David Graham

The positions of President, Treasurer, and Secretary were not contested, however they were put to a vote.

On the motion of making John Goerzen the President, Jimmy Kaplowitz the Treasurer, and David Graham the Secretary:

Name Vote
Bdale Garbee Yes
John Goerzen Abstain
David Graham Yes
Benj. Mako Hill Yes
Ian Jackson Yes
Jimmy Kaplowitz Abstain
Bruce Perens Yes
Branden Robinson Yes
Martin Schulze Yes

Result 7 in favour, none against, 2 abstentions. The motion is approved.

After much discussion, it was agreed to hold a run-off vote for Vice President.

Round 1, Bdale Garbee, Benj. Mako Hill, Branden Robinson as candidates for VP.

Name Vote
Bdale Garbee Bdale Garbee
John Goerzen Branden Robinson
David Graham Benj. Mako Hill
Benj. Mako Hill Benj. Mako Hill
Ian Jackson Bdale Garbee
Jimmy Kaplowitz Benj. Mako Hill
Bruce Perens Benj. Mako Hill
Branden Robinson Branden Robinson
Martin Schulze Bdale Garbee
  • Branden Robinson: 2
  • Bdale Garbee: 3
  • Benj. Mako Hill: 4

Branden Robinson concedes defeat.

Round 2, Bdale Garbee, Benj. Mako Hill for VP.

Name Vote
Bdale Garbee Bdale Garbee
John Goerzen Abstain
David Graham Benj. Mako Hill
Benj. Mako Hill Benj. Mako Hill
Ian Jackson Bdale Garbee
Jimmy Kaplowitz Benj. Mako Hill
Bruce Perens Benj. Mako Hill
Branden Robinson Abstain
Martin Schulze Bdale Garbee
  • Bdale Garbee: 3
  • Benj. Mako Hill: 4

Bdale Garbee concedes defeat and Benj. Mako Hill is elected Vice President.

Outstanding Resolutions

Three resolutions were outstanding at the start of the meeting. Resolution 2004-08-10.dbg.2: Annual meeting board member elections.

This resolution supersedes; 2004-06-01.dbg.2

All discussion took place prior to the meeting.

Name Vote
Bdale Garbee Yes
John Goerzen Yes
David Graham Yes
Benj. Mako Hill Yes
Ian Jackson Yes
Jimmy Kaplowitz Yes
Bruce Perens Yes
Branden Robinson Yes
Martin Schulze Yes

Yes: 9, No: 0, Abstain: 0. Resolution adopted.

Amendment resolution 2004-08-10.iwj.1: Project Framework (to 1998-11-16.iwj.1).

All discussion took place prior to the meeting.

Name Vote
Bdale Garbee Yes
John Goerzen Yes
David Graham Yes
Benj. Mako Hill Yes
Ian Jackson Yes
Jimmy Kaplowitz Yes
Bruce Perens Yes
Branden Robinson Abstain
Martin Schulze Abstain

Yes: 7, No: 0, Abstain: 2. Amendment resolution adopted.

Resolution 2004-08-10.iwj.dbg.3: Board Advisors.

This resolution supersedes: 2003-07-26.bmh.1, 2002-05-07.mgs.3.br, 2001-05-16.nl, 1999-08-12.iwj.1 & 1998-09-25.nl.1.

Discussion:

  • Joseph Nahmias inquired as to the purpose of Advisors.
  • Ian Jackson explained that Advisors have no power, but do have influence and can see what the Board is doing.
  • Branden Robinson pointed out that if the Board is deceptive, the Advisors can report this fact to member projects.
  • Bdale Garbee stated that as an advisor, he felt his role was to make a pain of himself on issues the board was not adequately addressing.
  • Martin Schulze suggested that the resolution include text saying that the removal of a projected-appointed advisor should be explicitly an exception, or have its need defined.
  • Ian Jackson proposed an amendment (see below).
  • Branden Robinson noted that the purpose of the paragraph in the first place is to allow the board to remove a disruptive advisor over the wishes of a member project.
  • Bruce Perens forced a call to vote on the amendment.

Ian Jackson proposed an amendment to paragraph 7:

7. The SPI Board reserves the right to vary the number of
   Representative Advisor seats it offers to a particular Associated
   Project. The SPI Board also reserves the right to reject,
   remove, or replace a Project's nominee(s), should the need arise.

The amendment would replace "should the need arise" with "(but the Board hopes not to feel the need to do so)".

On the amendment:

Name Vote
Bdale Garbee No
John Goerzen Abstain
David Graham No
Benj. Mako Hill No
Ian Jackson Yes
Jimmy Kaplowitz Abstain
Bruce Perens No
Branden Robinson No
Martin Schulze Abstain

Yes: 1, No: 5, Abstain: 3. Amendment defeated.

On the resolution:

Name Vote
Bdale Garbee Yes
John Goerzen Yes
David Graham Yes
Benj. Mako Hill Yes
Ian Jackson Yes
Jimmy Kaplowitz Yes
Bruce Perens Yes
Branden Robinson Yes
Martin Schulze Abstain

Yes: 8, No: 0, Abstain: 1. Resolution adopted.

Next meeting

Next meeting scheduled for September 7th, 2004 at 19:00 UTC in #spi on irc.spi-inc.org.

The meeting was adjourned at 19:45 on August 10th, 2004

Appendix A: The Current Board as of the end of the meeting

Name Role
John Goerzen President
Benj. Mako Vice President
David Graham Secretary
Jimmy Kaplowitz Treasurer
Bdale Garbee  
Ian Jackson  
Bruce Perens  
Branden Robinson  
Martin "Joey" Schulze