Board Meeting, June 21st, 2005

Board members present

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

Board members absent with regrets

  • Martin Schulze (Joey)

Board members absent without regrets

  • Bdale Garbee (bdale)

Registered guests present

  • Michael Schultheiss (schultmc)
  • Graham Wilson (gram)

Recorder: David Graham (Secretary)

Agenda

  1. Opening
  2. Roll call
  3. President's update (John Goerzen)
  4. Treasurer's report (Jimmy Kaplowitz)
  5. Outstanding minutes (David Graham)
    • April 12th, 2005 (log only at this time)
    • April 26th, 2005 (log only at this time)
    • May 17th, 2005 (log only at this time)
  6. Items up for discussion:
    • Tax filing status (Jimmy Kaplowitz)
    • Membership committee -- all members have resigned. Approve new membership.
      • Graham Wilson
      • Luk Claes
      • Michael Schultheiss
  7. BBB report (Ian Jackson)
  8. Annual meeting preparation (John Goerzen)
  9. Next meeting: ANNUAL MEETING: Friday, July 1st, 2005 (John Goerzen)
  10. Next board meeting: Tuesday, July 19th, 2005 (John Goerzen)

_ Annual meeting information and preparation_

  • We need to create an agenda for the annual meeting
  • No board members terms are expiring for this year, but 6 members do for the 2006 meeting
  • Officer election and board member election as per: 2004-08-10.dbg.2

These are the draft minutes for the June 21st, 2005 Board meeting, held at 19:00 UTC in #spi on irc.spi-inc.org.

President's update (John Goerzen)

John Goerzen stated

"The annual meeting is coming up on July 1.  I will be
releasing the SPI annual report for that date.  I have received very few
contributions thus far, and would still appreciate anything that people
may have to contribute.  Also, at the first board meeting after July 1 (or
the first one after elections, should we hold them), the Board will need
to appoint the officers for the coming year."

Treasurer's report (Jimmy Kaplowitz)

Jimmy Kaplowitz referred to the reports attached in the appendices to these minutes.

Moved by David Graham, seconded by Branden Robinson, a motion to approve the Treasurer's Reports as delivered was voted on:

Jimmy Kaplowitz:Yes
David Graham:Yes
Bruce Perens:Yes
John Goerzen:Yes
Ian Jackson:Yes
Branden Robinson:Yes
Benj. Mako Hill:Yes

The Treasurer's Reports for April and May 2005 were approved by a vote of:

Yes: 7, No: 0, Abstain: 0, Did not vote: 0.

Outstanding Minutes (David Graham)

No minutes were presented.

Items up for discussion

Tax Filing Status (Jimmy Kaplowitz/Benj. Mako Hill)

Benj. Mako Hill explained that there are two main issues with bookkeeping.

The first issue is ensuring that we're caught up on this year's paperwork. Hill recommends sending everything with a number on it to Mark's Book Keeping every 1-2 weeks. They can produce monthly reports for us and produce the paperwork needed for an accountant to do SPI's taxes. Member project information would need to be separated out. SPI would still be responsible for writing and depositing its own cheques.

Branden Robinson noted that sending all paperwork to Mark's as well as depositing and writing cheques himself does not make his life any easier.

Further discussion centered around having Mark's deposit and cut SPI's cheques on behalf of SPI.

Motion 2005-06-21.jrk.1, moved by Jimmy Kaplowitz, seconded by Benj. Mako Hill and Branden Robinson authorises $1000 of SPI funds to pay Mark's Book Keeping a downpayment on future activity relating to on-going and tax-related paperwork.

Branden Robinson:Yes
Jimmy Kaplowitz:Yes
John Goerzen:Yes
Benj. Mako Hill:Yes
Ian Jackson:Yes
David Graham:Yes
Bruce Perens:Yes

Motion 2005-06-21.jrk.1 was approved by a vote of:

Yes: 7, No: 0, Abstain: 0, Did not vote: 0.

Membership Committee Membership

John Goerzen reports that Graham Wilson, Luk Claes, and Michael Schultheiss have volunteered to staff this committee.

Additional items

Branden Robinson reported that SPI received "an invoice dated 2005-06-09 from Corporation Service Company.

If you recall, this is our new Registered Agent in New York State...
We were expecting to be invoiced sooner.
A Registered Agent is where service of process (legal subpoenas,
notices of lawsuit, etc.) go. The invoice is for USD 171.20. Unless [Jimmy
Kaplowitz] would rather take care of it, I'd like authorization to pay it
out of the general fund. We were waived the "state fee" and "service fee -
file change of agent" and received a "20% discount." Without those, the
total would have been +55+90+42.80" more."

As per resolution 2004-10-04.bmh.1, this fee is approved and Branden Robinson will pay it.

Annual Meeting

The Annual Meeting must be held on the 1st of every July. The meeting is set for July 1st, 2005 at 19:00 UTC.

David Graham states that there are no board members up for election at this year's Annual Meeting, however the board is required to select its officers from among its ranks. As such anyone interested in an officer position from the board should advise the board list prior to the Annual Meeting.

The next monthly Board meeting is scheduled for July 26th, 2005 due to numerous conflicts with the normal date of July 19th.

Better Business Bureau Report

Ian Jackson tabled his report on SPI's compliance with Better Business Bureau standards.

There was no disagreement on his recommendations from those who read it. The recommendations are to be implemented as practical.

Adjournment

The next meeting is scheduled for July 1st, 2005 at 19:00 UTC.

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: Treasurer's Report(s)

Treasurer's report(s)

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 no longer listed, to avoid confusion
as happened last time, and since they are already subtracted
out from our check before we ever receive it. We now have Q1
2005 data for our AmEx Financial Advisors account (with income
from the AXP Cash Management fund), which is included in
April's report despite it covering a period of three months.
Donations received in April will be in June's report, since
they were deposited then.

Profit/Loss Apr 1 2005 - Apr 30 2005

   Ordinary Income/Expense
      Income
        Donations
          Debian                                     531.30[1]
          Unrestricted                                29.10
        Total Donations                              560.40

        FirstIB Bank Credit                           15.00
        AXP Cash Management Fund Income              185.20[2]

      Total Income                                   760.60

      Expense
        SPI
          First IB Bank Fees                         (25.00)
          Returned Canadian Check                    (50.00)
      Total Expense                                  (75.00)[3]

   Net Ordinary Income                               685.60

   Net Income                                        685.60

Balance Sheet as of Apr 30, 2005

   ASSETS
     Current Assets
        First IB Checking
          Known Debian Earmark                      (322.11)
          Known GNOME Earmark                         20.00
          Known Unrestricted Earmark                 954.67
          Earmark to be Determined                12,258.78
        Total First IB Checking                   12,911.34

        AmEx Financial Advisors Acct
          Earmark to be Determined                39,882.62
        Total AmEx Financial Advisors Acct        39,882.62

     Total Current Assets                         52,793.96

   TOTAL ASSETS                                   52,793.96

   LIABILITIES & EQUITY
     Equity
        Retained Earnings                         52,108.36
        Net Income                                   685.60
     Total Equity                                 52,793.96

   TOTAL LIABILITIES & EQUITY                     52,793.96

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

[1] This includes the full face value of a CAN$50 check, which was adjusted
several times, ending in us receiving USD$50 minus the difference in exchange
rate between the two currencies during the month of June 2005.

[2] This is current as of April 13, the closing date of our most recent AmEx
statement, and covers the period from January 14 through then.

[3] All of these fees are explained in Branden's BANK: mail sent to spi-private
with Message-ID: <20050620083344.GA31302@redwald.deadbeast.net>.

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 no longer listed, to avoid confusion
as happened last time, and since they are already subtracted
out from our check before we ever receive it. Donations
received in May will be in June's report, since they were
deposited then.

Profit/Loss May 1 2005 - May 31 2005

   Ordinary Income/Expense
      Income
      Total Income                                     0.00

      Expense
        SPI
          First IB Bank Maintenance Fee              (10.00)[4]
      Total Expense                                  (10.00)

   Net Ordinary Income                               (10.00)

   Net Income                                        (10.00)

Balance Sheet as of May 31, 2005

   ASSETS
     Current Assets
        First IB Checking
          Known Debian Earmark                      (322.11)
          Known GNOME Earmark                         20.00
          Known Unrestricted Earmark                 944.67
          Earmark to be Determined                12,258.78
        Total First IB Checking                   12,901.34

        AmEx Financial Advisors Acct
          Earmark to be Determined                39,882.62
        Total AmEx Financial Advisors Acct        39,882.62

     Total Current Assets                         52,783.96

   TOTAL ASSETS                                   52,783.96

   LIABILITIES & EQUITY
     Equity
        Retained Earnings                         52,793.96
        Net Income                                   (10.00)
     Total Equity                                 52,783.96

   TOTAL LIABILITIES & EQUITY                     52,783.96

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

[4] This has since been reversed, as explained in Branden's BANK: mail sent to
spi-private with Message-ID: <20050620083344.GA31302@redwald.deadbeast.net>.

Appendix C: Approved Motions

Motion 2005-06-21.jrk.1, moved by Jimmy Kaplowitz, seconded by Benj. Mako Hill and Branden Robinson authorises $1000 of SPI funds to pay Mark's Book Keeping a downpayment on future activity relating to on-going and tax-related paperwork.