Board Meeting, October 5th, 2004

Attending:

  • Bdale Garbee (bdale)
  • Benjamin Mako Hill (mako) (Vice President)
  • Branden Robinson (Overfiend)
  • Bruce Perens (BrucePerens)
  • David Graham (cdlu) (Secretary)
  • Ian Jackson (Diziet)
  • Jimmy Kaplowitz (Hydroxide) (Treasurer)
  • John Goerzen (CosmicRay) (President)
  • Martin Schulze (JoeySPI)

Invitees present:

  • Alexander R Perry (LabARP)
  • Christian T. Steigies (cts)
  • Drew Scott Daniels (mlots)
  • MJ Ray (slef)
  • Michael Banck (azeem)
  • Michael Schultheiss (schultmc)
  • Phil Brooke (philb208)
  • Romain Francoise (ore)

Agenda:

  1. Opening
  2. Roll call
  3. President's update
  4. Treasurer's report
  5. Outstanding minutes
  6. Resolution 2004-10-04.jrk.1: Begin Banking with FirstIB
  7. Resolution 2004-10-05.bmh.1: Permanent Legal Address
  8. Resolution 2004-10-04.bmh.2: Relicense Debian Logo
  9. Call for Canadian resident to re-research SPI banking possibilities in Canada
  10. Call for volunteer to moderate SPI mailing lists
  11. Web site maintenance
  12. Project support request
  13. Next meeting
  14. Extra issues

Recorder: David Graham (Secretary)

The following minutes were accepted by the Board of Directors of SPI during its meeting on November 9th, 2004.

Meeting opened at 19:00 UTC on October 5th, 2004 and took place in #spi on irc.spi-inc.org

President's update

John Goerzen stated that he plans to establish a section on the website for the president to maintain a general todo list and archive of reports.

Treasurer's report

Jimmy Kaplowitz reported that our AmEx Centurion Bank account has been closed and we will be opening an account with First Internet Bank instead.

As a result, SPI has no chequing account at this time.

Recently merged Fleet bank and Bank of America were not considered an option due to their merger and questions arising out of it, namely if Fleet's good deals would survive.

First Internet Bank has a decent non-profit deal, which is a business account minus the monthly bank fees.

Outstanding minutes

September 7th, 2004:

Ian Jackson Yes
John Goerzen Yes
Bdale Garbee Yes
Bruce Perens Yes
Jimmy Kaplowitz Yes
David Graham Yes
Martin Schulze Yes
Benjamin Mako Hill Abstain

Vote count: Yes: 7, No: 0, Abstain: 1

The minutes of September 7th, 2004 were approved.

Resolution 2004-10-04.jrk.1: Begin Banking with FirstIB

The discussion:

Ian Jackson expressed concern that the resolution requires our compliance with First Internet Bank's account agreement terms. Item 7 of the account terms, found at http://www.firstib.com/apply/pdf/corpdepapp.pdf, requires the issuing of a digital signature by the bank which could give us some liability as ostensibly authorised transactions could take place should the key get into the wrong hands.

Ian pointed out also that First Internet Bank denies all responsibility for fraudulent transactions originating on their on line services. Should the bank leak our password, we are liable, Ian argued. John Goerzen pointed that they would be liable under liability law.

Ian said he would be amenable to the account if our balance is maintained low to reduce our liability risk.

Ian expressed concern that a disgruntled Debian Developer could sneak a virus onto the treasurer's computer and send all the money to Nigeria, as an example of our risk.

Bdale Garbee pointed out that the banking system's terms of service exist within the context of the legal system.

After extensive discussion, it is agreed that the treasurer will make an effort to maintain the account balance below $5000 to limit our potential liability.

Branden Robinson noted that our remaining funds in our American Express Financial Advisors account will remain there, so this is not a problem.

The vote:

John Goerzen Yes
David Graham Yes
Ian Jackson Yes
Jimmy Kaplowitz Yes
Branden Robinson Yes
Benjamin Mako Hill Yes
Bruce Perens Yes
John Goerzen Yes
Martin Schulze Yes
Bdale Garbee Yes

Yes: 9, No: 0, Abstain: 0

Resolution 2004-10-04.jrk.1 was passed unanimously on the understanding that the Treasurer does want to restrict what he can do in unexpected circumstances, but expects the account to be under $5000 most of the time.

Resolution 2004-10-05.bmh.1: Permanent Legal Address

This matter went directly to a vote with no discussion.

Branden Robinson Yes
John Goerzen Yes
David Graham Yes
Benjamin Mako Hill Yes
Ian Jackson Yes
Jimmy Kaplowitz Yes
Bruce Perens Yes
Bdale Garbee Yes
Martin Schulze Yes

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

Resolutions 2004-10-05.bmh.1 was unanimously approved.

Resolution 2004-10-04.bmh.2: Relicense Debian Logo

This matter was deferred to the November meeting in the interests of obtaining more feedback from the membership of the members of the debian-legal Debian project mailing list.

Call for Canadian resident to re-research SPI banking possibilities in Canada

Deputy Treasurer Branden Robinson requested that a Canadian member look into opening a bank account in Canada for Canadian operations.

Branden summarised the reasons in two basic problems:

First, it is difficult to make disbursements to Canadians because of the lengthy cheque clearing time.

Second, Canadians have some difficulty making donations to SPI as they must, at present, be made in US funds.

Drew Scott Daniels of Manitoba and David Graham of Ontario volunteered to research Canadian banking options.

Call for volunteer to moderate SPI mailing lists

Branden Robinson complained about the volume of spam to SPI's public mailing lists and asked if we could have the lists be moderated.

Several ideas were put forward:

  • Making subscribers the only people able to post to lists was rejected because the board list receives much of its traffic from non-subscribed members.
  • A moderator could be assigned to the lists, however finding someone to volunteer could be difficult.
  • Only allowing PGP signed mail would reject messages from some people, such as legal advisors.
  • Spamassassin or another spam-fighting mechanism is to be considered

The matter was deferred to the spi-general mailing list for further discussion.

Web site maintenance

David Graham asked to find out who has access to update the website and is willing to make the many updates needed.

Benjamin Mako Hill volunteered to do the updates needed.

Project support request

David Graham stated that OpenC++ through Grzegorz Jakacki had sent a request to join SPI.

At the time of the meeting, no one had done any research into OpenC++ and the matter was deferred to the November meeting, with all board members asked to look into the project where possible.

Next meeting

Due to the American election on November 2nd, 2004, with 6 of 9 board members being from the United States, the meeting will be deferred until November 9th at 1900 UTC.

Extra issues

Branden Robinson advised that he had not as yet received a reply from the Indiana Attorney General in regards to our response to a complaint from earlier in the year.

The meeting closed at 19:53 UTC.

Appendix A: Current Board Membership

Date electedName Role
[2003-03-11]John Goerzen President
[2003-03-11]Benjamin Mako HillVice 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: Approved Resolutions

Appendix C: First Internet Bank Corporate Resolution

For the Corporate Authorization Resolution, please see the original minutes in the mailing list archive.

Appendix D: Meeting Log

For the meeting log, please see the original minutes in the mailing list archive.