Board Meeting, February 16th, 2007

Board members present

  • Bdale Garbee (bdale) (President)
  • Michael Schultheiss (schultmc) (Vice President)
  • Neil McGovern (Maulkin) (Secretary)
  • Josh Berkus (jberkus) (Treasurer)
  • Ian Jackson (IanJackson)
  • David Graham (cdlu)
  • Jimmy Kaplowitz (Hydroxide)
  • Branden Robinson (Overfiend)

Board members partially present

  • None

Board members absent with regrets

  • Martin Schulze (Joey)

Board members absent

  • None

Board advisors present

  • Robert Treat - PostgreSQL (xzilla)

Registered guests present

  • Joerg Jaspert (Ganneff)
  • Kaare Thor Olsen (Kaare)
  • MJ Ray (slef)
  • Julien Cristau (jcristau)
  • John Goerzen (CosmicRay)

These are the draft minutes for the February 16th, 2007 SPI Board meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG

President's Report

Nothing significant to report this month.

Treasurer's Report

Account Balances
-------------------
As of 2007-01-31
FirstIB Checking: $93,361.78
Key Bank Checking: $30,058.20
Ameriprise Financial (2006-12-31): $12,372.69

Banking Status
-------------------
We have opened an account at Key Bank, which hopefully will suit our needs
better than FirstIB did.  After 90 days, if we are happy with Key Bank and
have cleared all checks from FirstIB, we will close the FirstIB account.

We should consider transferring the bulk of the Debian funds to the
investment account so they will earn interest if not being spent.

We have also opened an account with XETrade.   This will allow us to do
foreign-current wire transfers for between $10 and $25 and much faster
than via our bank.  XETrade services should be available by 2/16.

Data Entry Status
---------------------
After several OSS options failed for bulk data entry, with the help of a
consultant we constructed an ad-hoc data entry interface for donations and
expenses in PHP+PostgreSQL on one of my development servers.  Current
status of data entry backlog is:
2006 Donations: 100% entered, 70% deposit dated, 30% checked, 0% reconciled
2007 Donations: 0% entered
2006 Expenses: 95% entered, 30% checked, 0% reconciled
2007 Expenses: entered to 2007-01-31

Income Report by received date and organization
2006 (Draft)
   designation   | expense  |  income  |   net
-----------------+----------+----------+----------
 Debian          | 41432.44 | 91816.15 | 50383.71
 Drupal          |          |  6650.00 |  6650.00
 Freedesktop.org |          |  1900.00 |  1900.00
 Gallery         |          |   395.76 |   395.76
 OVF             |     1500 |  1696.16 |   196.16
 PostgreSQL      | 19187.92 | 40207.37 | 21019.45
 SPI General     |  2655.08 |  3218.48 |   563.40
 %5 Commission   |          |  7396.79 |  7396.79
totals:          | 64755.44 |153280.71 | 88525.27

January draft income report:
   project   | expenses |  income  |   net
-------------+----------+----------+----------
 Debian      |          | 11129.97 | 11129.97
 Gallery     |          |   242.88 |   242.88
 OVF         |   374.18 |   111.44 |  -262.74
 PostgreSQL  |   475.00 |  1121.21 |   646.21
 SPI 5%      |     0.00 |   571.44 |   571.44
 SPI General |    55.52 |  1985.48 |  1929.96

However, this income report rests on an important question of how we book
money for fundraising purposes.

Each donation has up to four dates associated with it: the date it is
donated (check date or book date for credit cards), the date it is sent to
us, the date it is received and the date it is deposited in an SPI bank
account.

We have no current guidelines on when we should book income for fundraising
purposes, that is, when it should be available for the projects to use.
While book date for the IRS is deposit date, I'm reluctant to use that for
the income date because our deposits for some kind of income (such as
credit cards) can be as much as 6 weeks after the donor makes the gift.  I
don't want to tell a project they can't write checks if I know they have
$4000 on the way.

The above income statement ... and the one for 2006 ... were based on the
somewhat complex calculation of mailbox receipt date for checks and cc book
date for credit cards.   I don't know if this is misleading and if I
should be doing it this way.


Outstanding issues:
Still need detail on $29,000 sent to Mexico for DebConf6 and one $500
travel compensation, plus about $3000 in donations whose designation is
being reviewed.
There are some discrepancies between our and FirstIB's accounts totalling
about $900 which we are still resolving.

Once data entry is completed, I'll be discussing with financial officers
whether or not to move to LedgerSMB1.2 or to wait for 1.3 which will have
resolved a number of issues which make it currently cumbersome for us to
use.

Other Notes
---------------
The treasurer again points out that SPI, particularly Debian, is
accumulating large amounts of cash.   This is not what 501(c)3s are
supposed to do; we should come up with some plans for spending it or put
it into an endowment.

Maybe it's time for a legal defense fund, or the E&O insurance we talked
about?  Or can I at least fund major work in accounting software?

I will be working with the CPA, schultmc and other relevant parties about how
to get this into a proper accounting system for our 2006 taxes and beyond.

Motion to accept treasurer's report, moved by Jimmy Kaplowitz, seconded by Branden Robinson.

Bdale GarbeeYes
Michael Schultheiss:Yes
Neil McGovern:Yes
Josh BerkusYes
Ian Jackson:Yes
David Graham:Yes
Jimmy Kaplowitz:Yes
Branden RobinsonYes

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

Secretary's Report

I've received one mail to secretary@spi-inc.org, which was carbon-copied to
spi-general. All other communication has been resolutions on public SPI mailing
lists.

All other communication has been resolutions on public SPI mailing lists.

Spanish Trademark Report

The current PoA form is progressing a little slower than I first envisioned,
which is due to myself misplacing a email from Greg asking some questions about
the form. This has now been forwarded to Javier for clarification, and I hope
to have affirmative action to report by next board meeting.

Outstanding Minutes

Current status: January 16th 2007 minutes have been raised for approval of the board.

David Graham moved, seconded by Bdale Garbee that Josh Berkus should be marked absent with regrets for the January 16th 2007 meeting.

Motion to mark Josh Berkus absent with regrets for January 16th 2007 meeting

Bdale Garbee:Yes
Michael Schultheiss:Yes
Neil McGovern:Yes
Josh BerkusAbstain
Ian Jackson:Yes
David Graham:Yes
Jimmy Kaplowitz:Yes
Branden Robinson:Yes

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

Motion to accept the January 16th minutes, moved by David Graham, seconded by Branden Robinson.

Bdale Garbee:Yes
Michael Schultheiss:Yes
Neil McGovern:Yes
Josh BerkusAbstain
Ian Jackson:Yes
David Graham:Yes
Jimmy Kaplowitz:Yes
Branden Robinson:Yes

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

Items up for discussion

Resolution 2007-01-16.iwj.5 / 2006-12-18.mjr.iwj.1 : Member communications

Motion to approve amendment 2007-01-16.iwj.5: Member communications, moved by Neil McGovern, seconded by David Graham.

Bdale Garbee:Yes
Michael Schultheiss:Yes
Neil McGovern:Yes
Josh BerkusYes
Ian Jackson:Yes
David Graham:Yes
Jimmy Kaplowitz:Yes
Branden Robinson:Abstain

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

Motion to approve resolution 2007-01-16.iwj.5 (as amended from 2006-12-18.mjr.iwj.1): Member communications, moved by Neil McGovern, seconded by Michael Schultheiss.

Bdale Garbee:Yes
Michael Schultheiss:Yes
Neil McGovern:Abstain
Josh BerkusYes
Ian Jackson:Yes
David Graham:No
Jimmy Kaplowitz:Abstain
Branden Robinson:Abstain

Motion passes with a vote of Yes: 4, No: 1, Abstain: 3.

Items from the DPL

The two remaining items on this list have been covered in conversation with the DPL since the agenda was posted, and/or as part of the Treasurer's report earlier in this meeting. This item is therefore closed.

Opensource.org report

There has been a request that the discussion that took place on the list spi-board is released to the membership. For this, we plan to release the mailbox to the membership, and a summary of the discussion publicly to follow.

Ian Jackson moved to release the mbox, including only specifically-intended relevant headers, to the members, seconded by Branden Robinson.

Bdale Garbee:Yes
Michael Schultheiss:Yes
Neil McGovern:Yes
Josh BerkusYes
Ian Jackson:Yes
David Graham:Yes
Jimmy Kaplowitz:Yes
Branden Robinson:Yes

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

Adjournment

The meeting was adjourned until Friday March 16th, 2007, 20:00 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

Appendix B: Approved Resolutions

Resolution 2007-01-16.iwj.5: Member Communications