Board Meeting, April 12th, 2005

Board members present

  • John Goerzen (CosmicRay) (President)
  • Benj. Mako Hill (mako) (Vice-President)
  • David Graham (cdlu) (Secretary)
  • Jimmy Kaplowitz (Hydroxide) (Treasurer)
  • Branden Robinson (BrandenRobinson)
  • Ian Jackson (IanJackson)
  • Bruce Perens (BrucePerens)
  • Martin Schulze (Joey)

Board members absent without regrets

  • Bdale Garbee (bdale)

Registered guests present

  • Antti-Juhani Kaijanaho (ibid)
  • Michael Schultheiss (schultmc)
  • Bill Allombert (yp17)
  • MJ Ray (slef)
  • Jeroen van Wolffelaar (jvw)
  • Christian T. Steigies (cts)
  • Steve Bibayoff (sbibayoff)

Recorder: David Graham (Secretary)

Agenda

  1. Opening
  2. Roll call
    • Regrets received from (noone)
  3. President's update (John Goerzen)
  4. Treasurer's report (Jimmy Kaplowitz)
  5. Outstanding minutes (David Graham)
    • March 1st, 2005
    • March 15th, 2005 (not available yet)
  6. Items up for discussion:
    • Disposition of Purcel (inaccurate motion passed March 15; correction needed)
    • Tax filing status (Jimmy Kaplowitz)
    • Adopting the BBB Wise Giving standards (Ian Jackson)
    • XEtrade (see below) (Jimmy Kaplowitz)
  7. Next meeting: May 17th, 2005 (John Goerzen)

These are the draft minutes for the April 12th, 2005 Board meeting held at 19:00 UTC in #spi on irc.spi-inc.org.

President's update (John Goerzen)

No update was presented by the president.

Treasurer's report (Jimmy Kaplowitz)

On approving the Treasurer's Report (see Appendix D):

Branden Robinson:Yes
Jimmy Kaplowitz:Yes
John Goerzen:Yes
Ian Jackson:Yes
David GrahamYes
Benjamin Mako Hill:Yes
Bruce Perens:Yes
Martin Schulze:Abstain

The March, 2005 Treasurer's Report was approved by a vote of: Yes: 7, No: 0, Abstain: 1, Did not vote: 0

Outstanding minutes (David Graham)

On approving the minutes for March 1st, 2005:

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

The March 1st, 2005 minutes were accepted by a vote of: Yes: 7, No: 0, Abstain: 1, Did not vote: 0

Items up for discussion:

Purcel: Our motion last month to dispose of purcel was slightly inaccurate. A revised one, 2005-04-12.jpg.1, is attached to the agenda.

Discussion:

10:33  <IanJackson> Is Wichert happy with this ?
10:36  <cdlu> yes
10:39  <cdlu> he asked for it in the first place
10:58  <IanJackson> Good, OK.  Can the minutes show that I asked and what
                    the answer was, please.  In that case I'm happy :-).

On 2005-04-12.jpg.1 (see Appendix B)

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

Resolution 2005-04-12.jpg.1 was approved by a vote of: Yes: 8, No: 0, Abstain: 0, Did not vote: 0

Tax filing

We have been advised that we may need to file in New York state this year, and possibly also last year. Mako has been checking out some options for accounting firms.

Discussion:

Jimmy reports that Mako has found a place in NYC, http://reidtax.com/, that has experience in small NY tax-exempt orgs

Motion from the floor, designated 2005-04-12.jpg.2

Moved by John Goerzen, seconded by Ian Jackson and David Graham:

   "That the Board of SPI makes a one-time authorization to the treasurer to
   spend the funds reasonably necessary to ensure that SPI's taxes are filed
   on time and in compliance with the law."

Vote on the motion:

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

Motion 2005-04-12.jpg.2 was approved by a vote of: Yes: 8, No: 0, Abstain: 0, Did not vote: 0

Motion from the floor, designated 2005-04-12.iwj.1

Moved by Ian Jackson, seconded by Branden Robinson:

   "The Board expects, at our meeting in two weeks time, that the Treasurer
   will have provided a report showing how, and that, SPI will meet the tax
   filing deadline."

Vote on the motion:

David Graham:No
Ian Jackson:Yes
Benjamin Mako Hill:Yes
Jimmy Kaplowitz:No
Martin Schulze:Yes
John Goerzen:Abstain
Branden Robinson:Abstain
Bruce Perens:Abstain

Motion 2005-04-12.iwj.1 was approved by a vote of: Yes: 3, No: 2, Abstain: 3, Did not vote: 0

This motion implicitly creates a special-purpose meeting on April 26th, 2005.

XEtrade

Jimmy sent an item regarding foreign currency donations and XEtrade.

Discussion

Jimmy is seeking opinions on whether to use XEtrade for international donations.

It is agreed to refer to the matter to mailing lists for a period of one week, following which the Treasurer is free to act without explicit Board decisions.

Next meeting

The next meeting is a special-purpose meeting on the subject of tax filing and will take place on April 26th, 2005 at 19:00 UTC.

Closing

The meeting closed at 19:48, having lasted 48 minutes and 43 seconds.

Appendix A: Current Board Membership

Date electedNameRole
[2003-03-11]John GoerzenPresident
[2003-03-11]Benjamin Mako HillVice President
[2003-11-29]David GrahamSecretary
[2004-02-20]Jimmy KaplowitzTreasurer
[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

Resolution 2005-04-12.jpg.1

This resolution supersedes 2005-03-15.dbg.3.

1. WHEREAS SPI no longer has a use for the server purcel;

The board resolves that:

2. SPI would like to have its disks wiped and the machine donated to a
   non-profit. SPI hereby authorizes Brainfood wipe the disks and deliver
   the machine to Heart House, a Dallas non-profit.

Appendix C: Approved Motions

Motion 2005-04-12.jpg.2:

That the Board of SPI makes a one-time authorization to the treasurer to
spend the funds reasonably necessary to ensure that SPI's taxes are filed
on time and in compliance with the law.

Motion 2005-04-12.iwj.1:

The Board expects, at our meeting in two weeks time, that the Treasurer will
have provided a report showing how, and that, SPI will meet the tax filing
deadline.

Appendix D: 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 listed in a separate column,
because they have already been factored into the earmarked
donation amounts proportionally to each different earmark.
Thus they are not subtracted a second time when calculating
total donation income. This is an improvement from last
month.

This month, the Known Debian Earmark line is negative. This
should not be cause for alarm; Debian definitely has a good
deal more money in the Earmark to be Determined line, as
well as in the AmEx Financial Advisors account (for which we
have not yet received the 2005 first-quarter statement and
which therefore is not listed here). Instead of alarm, this
should be an impetus to do research into our historical
transactions and break out more of our Earmark to be
Determined line into its component parts. However, most of
my Treasurer time in the next month or so will be concerned
with sorting out our tax filing situation, ensuring that I
have enough help now that Branden is DPL-elect, and
continuing to work on setting up a merchant account. If you
want to help do this historical research, talk to me.

Profit/Loss Mar 1 2005 - Mar 31 2005

   Ordinary Income/Expense
      Income
        Donations
          Debian                                     414.20
          Unrestricted                               833.90
                  Network for Good Fees           (8.40)
        Total Donations                            1,248.10

      Total Income                                 1,248.10

      Expense
            Debian
                  DebConf Travel Reimbursements           (1,137.92)
                  Hardware Reimbursements                   (300.00)
                  GNU FDL Talks Travel Reimbursements       (290.00)
                SPI
                  First IB Maintenance Fee                   (10.00)
      Total Expense                               (1,737.92)

   Net Ordinary Income                              (489.82)

   Net Income                                       (489.82)

Balance Sheet as of Mar 31, 2005

   ASSETS
     Current Assets
            First IB Checking
                  Known Debian Earmark                      (853.41)
                  Known GNOME Earmark                         20.00
                  Known Unrestricted Earmark                 985.57
                  Earmark to be Determined                12,258.78
        Total First IB Checking                   12,410.94

        AmEx Cash Mgmt Acct
                  Earmark to be Determined                39,697.42
                Total AmEx Cash Mgmt Acct                 39,697.42

     Total Current Assets                         52,108.36

   TOTAL ASSETS                                   52,108.36

   LIABILITIES & EQUITY
     Equity
        Retained Earnings                         52,598.18
        Net Income                                  (489.82)
     Total Equity                                 52,108.36

   TOTAL LIABILITIES & EQUITY                     52,108.36

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

Appendix E: Meeting log