Board Meeting, September 19th, 2006

Board members present

  • Bdale Garbee (bdale) (President)
  • Michael Schultheiss (schultmc) (Vice President)
  • Neil McGovern (Maulkin) (Secretary)
  • Josh Berkus (jberkus) (Treasurer)
  • Ian Jackson (Diziet)
  • David Graham (cdlu)
  • Branden Robinson (Overfiend)
  • Martin Schulze (Joey)

Board members absent with regrets

  • Jimmy Kaplowitz (Hydroxide)

Board members absent

  • None

Board advisors present

  • Anthony Towns (aj) (Debian)

Registered guests present

  • Joe Brockmeier (jzb)
  • Josh Drake (linuxpoet)
  • Thijs Kinkhorst (kink)
  • John Goerzen (CosmicRay)

These are the draft minutes for the September 19th, 2006 SPI Board meeting, held at 19:00 UTC in #spi on irc.spi-inc.org. LOG

President's Report

I have little to report today.  I took an action item at our last meeting to
contact Greg Pomerantz, which I have not completed yet.  I hope to catch up
with him later this week.

While it has been a while since SPI used Freenode services on a regular basis,
I note for the record my dismay at learning of the untimely passing of Rob
Levin.

Treasurer's Report

Treasurer reports from January 2006 to April 2006 (inclusive) were submitted, and were called to be approved by the board:

Motion to accept Jan to April 2006 treasurer reports, moved by David Graham, seconded by Neil McGovern.

Bdale Garbee:Yes
Michael Schultheiss:Yes
Neil McGovern:Yes
Josh Berkus:Yes
Ian Jackson:Yes
David Graham:Yes
Branden Robinson:Yes
Martin Schulze:Abstain

Vote passes with: Yes: 7, No: 0, Abstain: 1

Josh has posted account balances for May to August 2006, inclusive. These are not full financial statements, which need to be constructed.

Outstanding Minutes

Current status: August 1st, 2006 is ready to be voted on and approved this meeting. David Graham is processing the previous unapproved minutes, which will be presented next meeting for approval. Josh plans to get all activity back to 1/1/06 loaded into LedgerSMB.

We hold approximately $80,000 USD in the account, which is mostly Debian funds. Branden Robinson felt that we should move some of that to the Ameriprise account, and notes:

Our original resolution that authorized change of banks to FirstIB pledged the
Treasurer's effort keep the balance below $5,000
I have two observations on that
1) We've certainly not been doing that
2) That ceiling is probably too low given the magnitude of some transactions
   we're asked to handle

Our current bookkeeping service is extremely noncommunicative, partly because they are cheap. They also do not have a CPA and so do not prepare taxes. Within the next two years, we are looking at having more than a dozen associated projects and a budget up to $200,000 USD per year.

Josh has talked to three agencies that were recommended to him. Rich and Bander in NY were extremely responsive, but expensive on first estimate. Josh has been talking to them about reducing the scope of services to reduce the total cost.

Josh interviewed a second firm in Oregon which is very eager to help us but may not be able to deal with NY taxes.

The third firm, from NY, has not been very responsive, and has yet to give Josh an estimate after 3 weeks of phone conversations, so are not going to be pursued. Josh asks the board what it would be willing to consider for paying for a good bookkeeper, which will cost at least $3000 USD.

Josh expects to bring this issue to an email vote before the next meeting.

Outstanding Minutes

Current status: July 1st 2006, July 11th 2006 and August 15th 2006 minutes have been raised for approval of the board.

Motion to accept the July 1st minutes, moved by Neil McGovern, seconded by David Graham.

Bdale Garbee:Abstain
Michael Schultheiss:Yes
Neil McGovern:Yes
Josh Berkus:Abstain
Ian Jackson:Yes
David Graham:Yes
Branden Robinson:Abstain
Martin Schulze:Abstain

Motion passes with a vote of Yes: 4, No: 0, Abstain: 4.

Motion to accept the July 11th minutes, moved by Neil McGovern, seconded by David Graham.

Bdale Garbee:Yes
Michael Schultheiss:Yes
Neil McGovern:Abstain
Josh Berkus:Yes
Ian Jackson:Yes
David Graham:Yes
Branden Robinson:Yes
Martin Schulze:Yes

Motion passes with a vote of Yes: 7, No: 0, Abstain: 1.

Motion to accept the August 15th minutes, moved by Neil McGovern, seconded by David Graham.

Bdale Garbee:Yes
Michael Schultheiss:Yes
Neil McGovern:Yes
Josh Berkus:Abstain
Ian Jackson:Yes
David Graham:Yes
Branden Robinson:Yes
Martin Schulze:Yes

Motion passes with a vote of Yes: 7, No: 0, Abstain: 1.

Resolution 2006-04-03.jfsp.1: Debian trademark in Spain

Bdale raises that further action on this is pending information from Greg that he hopes to get when he catches up with him.

Resolution 2006-08-07-dbg.2: Attendance Policy

Ian Jackson raised an amendment to the resolution:

Replace paragraph 12 with:
    If a board member is (a), (b) or (c), the Secretary will put onto the
    agenda for the next Board meeting a motion to ask the board member to
    resign.
substituting (a), (b) and (c) with the appropriate terms

Motion to accept amendment from Ian Jackson, moved by Bdale Garbee, seconded by Martin Schulze.

Bdale Garbee:Yes
Michael Schultheiss:Yes
Neil McGovern:No
Josh Berkus:Yes
Ian Jackson:Yes
David Graham:No
Branden Robinson:Yes
Martin Schulze:Abstain

Motion passes with a vote of Yes: 5, No: 2, Abstain: 1.

Motion to accept Resolution 2006-08-07-dbg.2.iwj.1, moved by Neil McGovern, seconded by Bdale Garbee.

Bdale Garbee:Yes
Michael Schultheiss:Yes
Neil McGovern:Yes
Josh Berkus:Yes
Ian Jackson:Yes
David Graham:Yes
Branden Robinson:Yes
Martin Schulze:Abstain

Motion passes with a vote of Yes: 7, No: 0, Abstain: 1.

Resolution 2006-09-19.mcs.2: Accepting Gallery as Associated Project

Motion to accept Resolution 2006-09-19.mcs.2, moved by Bdale Garbee, seconded by Neil McGovern.

Bdale Garbee:Yes
Michael Schultheiss:Yes
Neil McGovern:Yes
Josh Berkus:Yes
Ian Jackson:Yes
David Graham:Yes
Branden Robinson:Yes
Martin Schulze:Yes

Motion passes with a vote of Yes: 8, No: 0, Abstain: 0.

FirstIB form

A form is required by FirstIB to update who can sign items with our bank.

Bdale proposed a motion to approve Josh's proposed signatories to the account, seconded by Martin Schulze:

Bdale Garbee:Yes
Michael Schultheiss:Yes
Neil McGovern:Yes
Josh Berkus:Yes
Ian Jackson:Yes
David Graham:Yes
Branden Robinson:Yes
Martin Schulze:Yes

Motion passes with a vote of Yes: 8, No: 0, Abstain: 0.

Items from the DPL

Some items on this are pending Bdale's discussion with Greg.

Meeting times

Not enough responses were received to change the time of the monthly board meetings.

Adjournment

The meeting was adjourned until Tuesday, October 17th, 2006 at 19:00 UTC.

Appendix A: Current Board Membership

Date electedNameRole
[2004-07-29]Bdale GarbeePresident
[2006-07-31]Michael SchultheissVice President
[2006-07-31]Neil McGovernSecretary
[2006-07-31]Josh BerkusTreasurer
[2004-07-29]Branden Robinson
[2004-02-20]Jimmy Kaplowitz
[2003-11-29]David Graham
[2003-11-29]Ian Jackson
[2003-11-29]Martin "Joey" Schulze

2006-08-07.dbg.2.ijw.1

This resolution supersedes 2001-09-17.br

  • WHEREAS the Board of Directors of Software in the Public Interest is responsible for the operation of the organisation;
  • and WHEREAS the Board of Directors performs its business at its meetings;
  • and WHEREAS Board members are expected to attend all meetings;
  • and WHEREAS Board members who do not attend a reasonable number of meetings can prevent the Board from carrying out its duties;

The Board of Directors hereby resolves that:

  • The Accounting Period for this Attendance Policy shall be one year, ending with the most recent Board meeting, including any meeting in session;
  • All Board members shall be recorded in the meeting minutes of all board meetings while they are members as having an attendance status that is one of:
    1. Absent,
    2. Absent, with regrets,
    3. Present, with exception,
    4. Present;
  • A Board member who fails to attend a valid Board meeting, and who has not sent the Board regrets for the meeting at least twenty-four (24) hours prior to the scheduled start of the meeting, shall be marked as: "Absent", but may, by a vote of the Board at the time the Minutes are being approved for that meeting be marked as "Absent, with regrets" without notice having been received should the Board be satisfied that reasonable notice was not possible;
  • A Board member who fails to attend a valid Board meeting, but who has sent the Board regrets at least twenty-four (24) hours prior to the scheduled start of the meeting, shall be marked as: "Absent, with regrets";
  • A Board member who attends a valid Board meeting shall be marked as "Present", but shall be marked as "Present, with exception" if he does not:
    1. Register as present during Roll Call, and
    2. Participate or actively abstain in all votes, and
    3. Respond to all Quorum Calls called for by the meeting Chair;
  • A Quorum Call may be called by the meeting Chair at any time during meeting if he reasonably believes that the number of members still attending are insufficient to retain Quorum, and all members present must respond in acknowledgement of their presence. Such Quorum calls and their results shall be recorded in the meeting Minutes;
  • All Board members shall be considered "Present" for all meetings for the year prior to their first appointment to the Board;
  • If a board member is:
    1. marked as "Absent" for the greater of 20% or three Board meetings during the accounting period, or
    2. marked as "Absent, with regrets" for the greater of 40% or five Board meetings during the accounting period, or
    3. not marked as "Present" for the lesser of 50% or seven Board meetings during the accounting period; the Secretary will put onto the agenda for the next Board meeting a motion to ask the board member to resign.
  • This resolution and all its effects shall take place effective with the passage of this resolution, with no action being taken for attendance records prior to its implementation.

2006-09-19.mcs.2: Accepting Gallery as Associated Project

WHEREAS

  1. Gallery is a substantial and significant Free Software project.

  2. The Gallery developers would like SPI's support and assistance, including taking donations.

THE SPI BOARD RESOLVES THAT

  1. Gallery is formally invited to become an SPI Associated Project, according to the SPI Framework for Associated Projects, SPI Resolution 1998-11-16.iwj.1-amended-2004-08-10.iwj.1
  2. Currently, Bharat Mediratta is recognised by SPI as the current authoritative decisionmaker for Gallery.
  3. This invitation will lapse, if not accepted, 60 days after it is approved by the SPI Board.