Board Meeting, August 16th, 2005

Board members present

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

Board members absent with regrets

  • Bruce Perens (BrucePerens)

Board members absent

  • Bdale Garbee (bdale)

Registered guests present

  • MJ Ray (slef)
  • Louis B. Moore (lostinfog)
  • Michael Banck (azeem)
  • Gregory Pomerantz (gmp)
  • Michelle Ribeiro (michelle)

These are the draft minutes for the August 16th, 2005 SPI Board meeting.

President's report

No president's report was delivered.

Debian Core Consortium issues

This issue is discussed out of order.

Benjamin Mako Hill states, "some folks in debian are concerned about the use of the word Debian in the name DCC Alliance which is a recent debian based project by Progeny and a whole bunch of others"

It is noted that decisions relating to the trademark of Debian are made by the Debian Project Leader, who, at this time, is an employee of a company starting the DCC.

Branden Robinson assures all that no conflict exists as Progeny has made no request of him and he is ensuring any decisions are well vetted within Debian.

Some question is brought up as to why DCC's name is an issue. Greg Pomerantz, legal counsel, notes that:

  DCC still stands for "Debian Common Core"
  So, they are using the name to create a product that appears to be a part of
  Debian (unlike DebianHelp etc. which are discussion fora, not operating
  systems)

The discussion continues for another 20 minutes with the conclusion that the Board needs to monitor the situation.

Treasurer's Report

The Treasurer's Report is tabled and voted on, moved by Branden Robinson, seconded by David Graham.

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

The Treasurer's report is approved by a vote of: Yes: 7, No: 0, Abstain: 0

Outstanding minutes

Minutes are presented for the meetings of April 12th, 26th, and May 17th, 2005.

Moved by Jimmy Kaplowitz, seconded by Benj. Mako Hill, the three sets of minutes are voted on together.

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

The three sets of minutes are approved by a vote of: Yes: 5, No: 0, Abstain: 2.

Tax filing/bookkeeping status

Jimmy Kaplowitz reports that progress is being made. See Appendix B for details.

Next meeting

The next meeting is scheduled for September 20th, 2005 at 19:00 UTC.

Appendix A: Current Board Membership

Date elected NameRole
[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

   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 no longer listed, both to avoid
confusion and since they are already subtracted out from our
check before we ever receive it. The specifics of the income
and expenses summarized here will be detailed in one or more
separate "BANK:" mails or snail mail reports.
Profit/Loss July 1 2005 - July 31 2005
   Ordinary Income/Expense
      Income
        Donations
          Unrestricted                                10.00
        Total Donations                               10.00
      Total Income                                    10.00
      Expense
        DebConf5 Reimbursement                    (8,741.70)[1]
        Purchase of SPI Checks                       (26.62)
      Total Expense                               (8,768.32)
   Net Ordinary Income                            (8,758.32)
   Net Income                                     (8,758.32)
Balance Sheet as of July 31, 2005
   ASSETS
     Current Assets
        First IB Checking
          Known Debian Earmark (non-DebConf5)      2,262.15
          Known DebConf5 Earmark                  13,258.30
          Known GNOME Earmark                         20.00
          Known Unrestricted Earmark               1,213.07
          Earmark to be Determined                12,258.78
        Total First IB Checking                   29,012.30
        AmEx Financial Advisors Acct
          Earmark to be Determined                39,882.62
        Total AmEx Financial Advisors Acct        39,882.62
     Total Current Assets                         68,894.92
   TOTAL ASSETS                                   68,894.92
   LIABILITIES & EQUITY
     Equity
        Retained Earnings                         77,653.24
        Net Income                                (8,758.32)
     Total Equity                                 68,894.92
   TOTAL LIABILITIES & EQUITY                     68,894.92
- Jimmy Kaplowitz, SPI Treasurer
treasurer@spi-inc.org
[1] According to our online banking information, $2,813.80 of this was
withdrawn from our account in July and $5,927.90 of this was withdrawn in
August. All of these reimbursements were distributed as US checks during
DebConf5 (quite an improvement from past years!), and so are listed in the
July report in accordance with the paragraph at the top of this message.
Bookkeeping update:
Quick update on the bookkeeping situation: Mako has now sent me and
Branden the new client checklist, which I will forward to the Board in a
separate mail. Branden will work on locating the needed documents (which
would be in his possession) within the next week or so, and he'll let me
know about any that are missing.
I happen, coincidentally, to be going to NYC later this week, and Mako
and I took advantage of this opportunity to have a three-way in-person
meeting with Frank of Mark's Bookkeeping on Friday the 19th. There we
will hand over the signed letter of engagement and the $1000 deposit
check, as well as those few relevant documents that are in my
possession, and try to set up mechanisms to pass data back and forth
between Mark's and SPI.
I expect that Branden will mail the relevant documents in his possession
to Mark's within the next several weeks, although we'll see what is
discussed on Friday. All in all, things seem like they are about to
start moving forward in a useful way.
Here's what we need to mail (if they are at all applicable):
1) Filing Receipt of Business
   - Type of Business i.e. Corporation, Partnership, LLC, and/or Sole
     Proprietorship
   - Confirmation of S Corporation (if any) from State and Federal
2) Proof of Federal Tax ID# - (may use a confirmed copy of SS-4,
   letter from IRS, 8109 coupon)
3) Employer Registration number and rate if this has been assigned by
   the Dept. of Labor
4) Copy of Sales Tax Certificate
5) Copy of Federal, State and City Tax Returns i.e., income tax, sales
   tax, and payroll tax
6) Bank Account(s) Information including on-line access
7) Credit Card Account(s) Information including on-line access
8) If outside payroll service is used - including payroll journals
10) Client Information (name, address, phone, open balances, terms)
11) Vendor Information (name, address, phone open balances, terms)
12) Inventory List of packing slips and invoices for inventory
13) Physical Inventory On-Hand Count (Actual Manual Count)
  6-7: Should also include bank statements for all periods that should
       be worked on.