Annual General Meeting, July 1st, 2005

Board members present

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

Board members absent with regrets

  • Martin Schulze (Joey)

Board members absent

  • Bdale Garbee (bdale)
  • Bruce Perens (BrucePerens)

Registered guests present

  • MJ Ray (slef)
  • Romain Francoise (ore)
  • Luk Claes (luk)
  • Bill Allombert (yp17)
  • Antti-Juhani Kaijanaho (ibid)
  • Michael Banck (azeem)
  • Neil McGovern (Maulkin)
  • Rene Engelhard (rene)

Agenda

  1. Opening
  2. Roll call
    • Regrets received from Martin Schulze
  3. President's annual report (John Goerzen)
  4. Board membership and executive election
    • No board members terms have expired
    • No interim board members have been added
    • Board membership to select its executive officers - see below for declared candidates
  5. Items up for discussion:
    • This space available. Inquire at board@spi-inc.org.
  6. Next board meeting: Tuesday, July 26th, 2005 (John Goerzen)

Recorder: David Graham (Secretary)

These are the draft minutes for the July 1st, 2005 SPI Annual meeting, held at 19:00 UTC in #spi on irc.spi-inc.org.

President's annual report

See Appendix C for the content of this report.

Following a 36 minute long discussion around details of the report, Branden Robinson, seconded by Jimmy Kaplowitz moved that the report be adopted.

Jimmy Kaplowitz:yes
Ian Jackson:yes
David Graham:yes
John Goerzen:yes
Branden Robinson:yes
Benj. Mako Hill:yes

Annual Board Member Elections

No board member terms are up for election this year.

No interim board members have been added.

The following board members have presented themselves as candidates for officer positions:

President:John Goerzen
Vice President:Benj. Mako Hill
Treasurer:Jimmy Kaplowitz
Secretary:David Graham

None of the positions are contested, but it is agreed to affirm each anyway.

Motion 2005-07-01.iwj.1: John Goerzen as president for the 2005-2006 term.

moved by Ian Jackson, seconded by Branden Robinson.

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

Motion 2005-07-01.iwj.1 passes with: Yes: 5, No: 0, Abstain: 1

Motion 2005-07-01.iwj.2: Benjamin Mako Hill as vice president for 2005-2006 term.

moved by Ian Jackson, seconded by Branden Robinson.

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

Motion 2005-07-01.iwj.2 passes with: Yes: 6, No: 0, Abstain: 0

Motion 2005-07-01.iwj.3: Jimmy Kaplowitz as treasurer for 2005-2006 term.

moved by Ian Jackson, seconded by Benj. Mako Hill.

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

Motion 2005-07-01.iwj.3 passes with: Yes: 6, No: 0, Abstain: 0

Motion 2005-07-01.iwj.4: David Graham as secretary for 2005-2006 term.

moved by Ian Jackson, seconded by Branden Robinson.

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

Motion 2005-07-01.iwj.4 passes with: Yes: 6, No: 0, Abstain: 0

Adjournment

The next meeting is scheduled for July 26th, 2005 at 19:00 UTC in #spi on irc.spi-inc.org.

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

Motion 2005-07-01.iwj.1: John Goerzen as president for the 2005-2006 term.

Motion 2005-07-01.iwj.2: Benjamin Mako Hill as vice president for 2005-2006 term.

Motion 2005-07-01.iwj.3: Jimmy Kaplowitz as treasurer for 2005-2006 term.

Motion 2005-07-01.iwj.4: David Graham as secretary for 2005-2006 term.

Appendix C: President's Annual Report

Software in the Public Interest, Inc.
2005 Annual Report

   Prepared for
   July 1, 2005 Annual Meeting

   To the membership, Board, and friends of Software in the Public
   Interest, Inc.:


   As mandated by Article 8 of the SPI Bylaws, I respectfully submit this
   annual report on the activities of Software in the Public Interest,
   Inc., and extend my thanks to all those that contributed to the
   mission of SPI in the past year.


   - John Goerzen, SPI President

Contents

   1 President's Welcome
   2 Committee Reports
    2.1 Membership Committee
     2.1.1 Statistics
     2.1.2 Open Questions
     2.1.3 To-Do List
   3 Board Report
    3.1 Board Members
    3.2 Board Changes
    3.3]Elections
   4 Treasury Report
    4.1 Accounting & Taxes
    4.2 Account Balances
   5 Member Project Reports
    5.1 Debian Project
   A About SPI

Chapter 1
President's Welcome

   "What does SPI do?"

   That's a question I hear frequently. I have a standard answer:
   Software in the Public Interest, Inc. (SPI) holds assets on behalf of
   various Free Software projects. But I think that is not the question,
   or the answer, that is most interesting.

   "Why does SPI do this?"

   This is a much more interesting question. SPI, at its very core, is
   about freedom. There are many organizations out there that promote
   freedom. SPI promotes freedom through software. This is not an
   abstract academic notion. By promoting freedom through software, SPI
   is on the leading edge of an ongoing battle. SPI believes in freedom
   to share ideas, freedom to modify something one owns, and most
   importantly, freedom to develop new technologies by standing on the
   shoulders of giants. Many forces seek to restrict these freedoms.
   Proprietary software licensing agreements often prohibit users not
   just from modifying the software they have purchased, but from even
   attempting to learn how it works.

   We believe that the world would be better served by preserving the
   freedoms of an earlier era in this digital age. We believe that Free
   Software holds great benefits in terms of quality, education, and
   price.

   I believe SPI, and the greater Free Software community, are powerful
   forces for good. I would like to personally invite you to become
   involved with SPI if you aren't already. Almost all of our activities
   are handled and managed by volunteers, and we are always seeking to
   expand participation and interest in SPI.

   Thank you all for your hard work in this cause.


   Submitted by John Goerzen, SPI President

Chapter 2
Committee Reports

   SPI has the following chartered committees:
     * Open Source Committee, chartered by 2001-04-26.nl
     * Membership Committee, chartered by 2001-08-06.nl. This is a
       permanent committee per Article 10 of the SPI Bylaws.
     * Trademark Committee, chartered by 2003-06-03.bmh.1
     * Bylaws Committee, chartered by 2003-01-06.wta.2, extended by
       2003-06-27.jpg.1 and made a standing committee by
       2004-01-05.dbg.1

   Additionally, SPI has one unchartered permanent committee mandated by
   Article 10 of the SPI Bylaws: the administration committee.

   On May 17, the Board abolished the Projects committee, which had been
   inactive for some time.


   Committee summary submitted by John Goerzen


   The following reports were submitted by or about SPI committees:

  2.1 Membership Committee

   Craig Small originally built the web site based on his scripts for
   Debian's NM process. Later, Martin Michlmayr and Peter Palfrader took
   over; little modifications to the system itself were made but Peter
   added support for handling votes. In April 2005, they indicated their
   interest to step down and in May Graham Wilson, Luk Claes and Michael
   Schultheiss became the new Membership Committee.

    2.1.1 Statistics

   Here are some statistics from the membership committee:
     _________________________________________________________________
     _________________________________________________________________

   NC Applicants Pending E-mail Approval 31
     _________________________________________________________________
     _________________________________________________________________

   Non-Contributing Members 282
     _________________________________________________________________
     _________________________________________________________________

   Contributing Membership Applications 8
     _________________________________________________________________
     _________________________________________________________________

   Contributing Members 313
     _________________________________________________________________
     _________________________________________________________________

   Application Managers 6
     _________________________________________________________________
     _________________________________________________________________

    2.1.2 Open Questions

   In the past, Martin Michlmayr (head of the Membership Committee at
   that time) became an adviser to the SPI board. It is not clear whether
   the new head should become an adviser too since this is not the case
   with other groups within SPI. This is something the SPI Board has to
   decide.

    2.1.3 To-Do List

     * Move the PHP code from CVS to SVN
     * Check all the scripts into SVN as well, and re-structure the
       layout (move the *.php scripts in a sub-directory)
     * Create an archive for the Membership Committee alias.
     * membership@spi-inc.org should probably just be an alias to
       members@members.spi-inc.org so the SPI admin doesn't have to be
       bothered when changes are needed.

   Submitted by Martin Michlmayr, outgoing chair of the Membership
   Committee

Chapter 3
Board Report

  3.1 Board Members

   Board members as of July 1, 2004:
     * Ean Schuessler (President) (term expires July 1, 2004)
     * John Goerzen (Vice-President)
     * Wichert Akkerman (Secretary) (term expires July 1, 2004)
     * Jimmy Kaplowitz (Treasurer)
     * Branden Robinson
     * Ian Jackson
     * Martin "Joey" Schulze
     * Bruce Perens
     * Benjamin Mako Hill
     * David Graham

   Board members as of June 30, 2005:
     * John Goerzen (President)
     * Benjamin Mako Hill (Vice-President)
     * David Graham (Secretary)
     * Jimmy Kaplowitz (Treasurer)
     * Bdale Garbee
     * Branden Robinson
     * Ian Jackson
     * Bruce Perens
     * Martin "Joey" Schulze

   Advisors to the board as of June 30, 2005:
     * Gregory Pomerantz, legal counsel
     * Jeff Waugh, GNOME Foundation Board representative

  3.2 Board Changes

   Changes that occurred during the year:
     * The terms for Wichert Akkerman and Ean Schuessler expired on July
       1, 2004. Neither sought re-election.
     * Bdale Garbee and Branden Robinson were elected to the board on
       July 29, 2004.
     * On August 10, 2004, the Board selected the following officers for
       the coming year:
          + President: John Goerzen
          + Vice-President: Benjamin Mako Hill
          + Secretary: David Graham
          + Treasurer: Jimmy Kaplowitz

  3.3 Elections

   One membership election for board seats was conducted in the past
   year. It ended in August 2004, selecting Bdale Garbee and Branden
   Robinson for seats on the board.

   In August 2004, the Board approved 2004-08-10.dbg.2, with provided
   a regular framework for Board member elections.


   This report submitted by John Goerzen, Chair of the Board

Chapter 4
Treasury Report

  4.1 Accounting & Taxes

   SPI's 2004 annual report reflected a desire to improve the timeliness
   of processing financial documents, as well as the implementation of
   procedures to make sure we provide the best possible service in the
   future. Over the course of the past year, much progress has been made
   on this task, and it has been the task receiving the single greatest
   attention of the Board over the past year. It is clear that SPI still
   needs to improve.

   The Board and SPI Treasurer have taken the following actions over the
   past year to improve the situation:
     * Switched to a more responsive bank, First Internet Bank of
       Indiana, in December
     * Established a permanent legal address with a registered agent in
       the State of New York
     * On October 28, established a regular budget for the Treasurer,
       providing for any expenses necessary to carry out work related to
       the organizations finances without obtaining Board approval each
       time
     * The SPI Treasurer began issuing regular monthly income, expense,
       and balance reports
     * On June 21, authorized a contract with Mark's Bookkeeping Service
       in Manhattan to help get our existing books in proper order and
       assist with day-to-day financial management and future reports
     * Also on June 21, authorized retaining an CPA for advice on tax
       filing requirements in the State of New York


   Submitted by John Goerzen

  4.2 Account Balances

   2005 balances are current as of May 30, 2005.
     _________________________________________________________________
     _________________________________________________________________
     _________________________________________________________________

   Description Balance in 2004 AR 2005 Balance
     _________________________________________________________________
     _________________________________________________________________
     _________________________________________________________________
     _________________________________________________________________
     _________________________________________________________________
     _________________________________________________________________

   AmEx Bank, FSB Checking, Debian account $568.64 n/a
     _________________________________________________________________
     _________________________________________________________________
     _________________________________________________________________

   AmEx Bank, FSB Checking, SPI account $238.27 n/a
     _________________________________________________________________
     _________________________________________________________________
     _________________________________________________________________

   AmEx Financial Advisors AXP Cash Mgmt. Fund $39,504.43 $39,882.62
     _________________________________________________________________
     _________________________________________________________________
     _________________________________________________________________

   First Internet Bank of Indiana, Checking n/a $12,901.34
     _________________________________________________________________
     _________________________________________________________________
     _________________________________________________________________

   Totals $40,311.34 $52,783.96
     _________________________________________________________________
     _________________________________________________________________
     _________________________________________________________________

   Unfortunately, a detailed financial report was not available for this
   year's annual report.


   Submitted by John Goerzen based on the 2004 Annual Report and the
   Treasurer's latest report

Chapter 5
Member Project Reports

   During the past year, Drupal and GNUstep joined SPI as member
   projects.

   The following report was received from an SPI member project:

  5.1 Debian Project

   The Debian Project is an association of individuals who have made
   common cause to create a free operating system. This operating system
   that we have created is called Debian GNU/Linux, or simply Debian for
   short. Debian is by far the most significant SPI project and
   represents the majority of SPI's membership and financial
   transactions.


   Submitted by Ean Schuessler

## Appendix A

About SPI

   SPI is a non-profit organization which was founded to help
   organizations develop and distribute open hardware and software. We
   encourage programmers to use the GNU General Public License or other
   licenses that allow free redistribution and use of software, and
   hardware developers to distribute documentation that will allow device
   drivers to be written for their product.

   SPI was incorporated as a non-profit organization on June 16, 1997 in
   the state of New York. Since then, it has become an umbrella
   organization for projects from the community.

   In 1999, the Internal Revenue Service (IRS) of the United States
   government determined that under section 501 (a) of the Internal
   Revenue Code SPI qualifies for 501 (c) (3) (non-profit organization)
   status under section 509 (a) (1) and 170 (b) (1) (A) (vi). This means
   that donations made to SPI and its supported projects should be tax
   deductible for the American donor.