Board Meeting, March 18th, 2009

Board members present

  • Bdale Garbee (bdale) (President)
  • Joerg Jaspert (Ganneff) (Vice President)
  • Jimmy Kaplowitz (Hydroxide) (Secretary)
  • Michael Schultheiss (schultmc) (Treasurer)
  • David Graham (cdlu)
  • Luk Claes (luk_)
  • Joshua D. Drake (linuxpoet)

Board members partially present

  • None

Board members absent with regrets

  • Martin Zobel-Helas (zobel)
  • Neil McGovern (Maulkin)

Board members absent

  • None

Board advisors present

  • None

Registered guests present

  • MJ Ray (slef)
  • Kåre Thor Olsen (Kaare)
  • Joe Nahmias (jello)
  • Rico Gloeckner (mc)
  • Bill Allombert (yp17)
  • Julien Cristau (jcristau)
  • Phil Brooke (philb208)

These are the minutes for the March 18th, 2009 SPI Board meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG

President's Report

Bdale congratulated Tim Golden for winning election to, and Larry Augustin for winning re-election to, the Linux Foundation board, and announced his intention to attend both the CELF Embedded Linux Conference and LF Collaboration Summit in San Francisco in April.

Treasurer's Report

Michael Schultheiss provided the following financial report for February 2009.

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).                                                                      

Income Statement                                                                
for the Period February 01, 2009 - February 28, 2009                            

 Income                                                                         
   Ordinary Income                                                              
        Debian                          30,950.53                               
        Gallery                            140.00                               
        Madwifi.org                         50.00                               
        OpenOffice.org                       5.26                               
        PostgreSQL                      16,949.26                               
        SPI General                        110.00                               
        SPI 5%                             104.75                               
        Tux4Kids                           415.00                               

        Total Ordinary Income           48,724.80                               
                                        ---------                               

   Interest Income                                                              
        Key Bank Money Mkt Savings          48.94                               

        Total Interest Income               48.94                               
                                            -----                               

   Gross Income                         48,773.74                               
                                        ---------                               

 Expenses                                                                       
  Ordinary Expenses                                                             
        Debian                                                                  
          Processing Fees          30.17                                        
          SPI 5%                   47.53                                        

          Total Debian Exp         77.70                                        
                                   -----                                        

        Gallery                                                                 
          Processing Fees           5.08                                        
          SPI 5%                    7.00                                        

          Total Gallery Exp        12.08                                        
                                   -----                                        

        Madwifi.org                                                             
          Processing Fees           2.00                                        
          SPI 5%                    2.50                                        

          Total Madwifi.org Exp     4.50                                        
                                    ----                                        
        OpenOffice.org                                                          
          Processing Fees           0.21                                        
          SPI 5%                    0.26                                        

          Total OpenOffice.org Exp  0.47                                        
                                    ----                                        

        PostgreSQL                                                              
          Processing Fees           2.75                                        
          SPI 5%                   47.46                                        
          Travel Reimbursement    228.41                                        

          Total PostgreSQL Exp    278.62                                        
                                  ------                                        

        SPI                                                                     
          PaySimple Monthly Fee    29.95                                        
          Postage                  19.70                                        
          PO Box Renewal Fee       70.00                                        
          Transaction Fees         49.42                                        

          Total SPI Exp           169.07                                        
                                  ------                                        

        Total Expenses            542.44                                        
                                  ------                                        

        Net Income             48,231.30                                        
                               =========                                        



Balance Sheet as of February 28, 2009                                           

   ASSETS                                                                       
     Current Assets                                                             
        Key Business Reward Checking                       5,820.17             
        Key Business Signature Money Market Savings      193,034.06             
        Ameriprise Cash Mgmt Acct                         13,389.51             

     Total Current Assets                                212,243.74             

   TOTAL ASSETS                                          212,243.74             


   LIABILITIES & EQUITY                                                         

     General and current liabilities                           0.00             

     Equity                                                                     
        Reserves held in trust                                                  
           Debian Earmark                   127,934.92                          
           Drupal Earmark                     2,650.00                          
           Freedesktop.org Earmark            1,666.83                          
           Gallery Earmark                    5,729.14                          
           GNU TeXmacs Earmark                    9.70                          
           Madwifi.org Earmark                1,185.20                          
           OpenOffice.org Earmark             1,327.32                          
           Open Voting Foundation Earmark       392.67                          
           Plan 9 Earmark                     6,500.00                          
           PostgreSQL Earmark                30,851.23                          
           Tux4Kids Earmark                   1,865.05                          

        Total held in trust                              180,112.06             

        General reserves                                  32,131.68             

     Total Equity                                        212,243.74             

   TOTAL LIABILITIES & EQUITY                            212,243.

Some discussion ensued regarding the growth in funds held by SPI. Michael encouraged SPI associated projects to use funds that have been donated for their intended purpose rather than building up reserves. Bdale emphasized that only about $32,000 of funds held by SPI are on its own behalf and not in trust for associated projects. Contributing member Joe Nahmias asked about reducing the 5% fee which SPI levies on incoming donations since SPI already has a sizable reserve; it was agreed to discuss this via email. Several board members congratulated Michael once again on having regular reports each months.

Secretary's Report

Jimmy Kaplowitz provided the following secretary's report.

  • Within 40 minutes of the conclusion of the February 11 board meeting, the Board and I received an email from Ken Starks of HeliOS accepting SPI's offer of associated project status for HeliOS, thus making it official.

  • Also, I finally made the promised typo fix to the May 2008 minutes (removing a duplicated occurrence of the word "announced").

  • Lastly, the information in Appendix A has been changed slightly, showing the date of last election to the board instead of the date of first election, and reducing the granularity of the displayed date to the month level. This is more useful for planning future election cycles and had been requested for some time by David Graham. Thanks to him for the idea.

Outstanding Minutes

Jimmy Kaplowitz presented the minutes from December 2008, January 2009, and February 2009 for approval.

Vote to approve December 2008 minutes

Joerg JaspertYes
Jimmy KaplowitzYes
Joshua D. DrakeYes
David GrahamYes
Luk ClaesYes
Bdale GarbeeYes
Michael SchultheissYes

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

Vote to approve January 2009 minutes

Joerg JaspertYes
Jimmy KaplowitzYes
Joshua D. DrakeYes
David GrahamYes
Luk ClaesYes
Bdale GarbeeAbstain
Michael SchultheissAbstain

Motion passed with a vote of Yes: 5, No: 0, Abstain: 2.

Vote to approve February 2009 minutes

Joerg JaspertYes
Jimmy KaplowitzYes
Joshua D. DrakeYes
David GrahamAbstain
Luk ClaesYes
Bdale GarbeeYes
Michael SchultheissYes

Motion passed with a vote of Yes: 6, No: 0, Abstain: 1.

Jimmy indicated that he would finish preparation of the March 2008 minutes (other than HTML formatting) and check with Martin Zobel-Helas on the status of the other pending minutes in advance of the April meeting.

Items up for discussion

Resolution 2009-03-18.mcs.1: Update Ameriprise's owner list

Michael Schultheiss presented this resolution, needed to reflect changes in SPI's board makeup in financial records with Ameriprise.

Vote on Resolution 2009-03-18.mcs.1: Update Ameriprise's owner list

Joerg JaspertYes
Jimmy KaplowitzYes
Joshua D. DrakeYes
David GrahamYes
Luk ClaesYes
Bdale GarbeeYes
Michael SchultheissYes

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

Resolution 2009-03-18.jrk.1: OpenWRT as associated project

Jimmy Kaplowitz presented a resolution to admit OpenWRT as associated project, originally numbered 2009-03-16.jrk.1.iwj.1. After much discussion, it was agreed that the board wanted OpenWRT to have a single liaison with SPI instead of the two they had originally requested, and the board named Gregers Petersen for that purpose due to his having been SPI's sole contact with OpenWRT up to this point.

The resolution as finally approved, based on a proposal by Ian Jackson, was given the number 2009-03-18.jrk.1 and is included in Appendix B of these minutes. Jimmy agreed to notify Gregers of the invitation.

Vote to approve Resolution 2009-03-18.jrk.1: OpenWRT as associated project

Joerg JaspertYes
Jimmy KaplowitzYes
Joshua D. DrakeYes
David GrahamYes
Luk ClaesYes
Bdale GarbeeYes
Michael SchultheissYes

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

Other Business

Joshua D. Drake asked for objections regarding soliciting help from the members with fixing the membership application on the website. Jimmy requested that the SPI membership committee and systems administrators be kept in the loop but otherwise had no objection. Joshua also asked about the status of the new SPI website; Jimmy replied that nobody had had time to work on it since the last meeting, and that the status was therefore unchanged since then.

Adjournment

The meeting was adjourned until Wednesday, April 15th, 2009 at 20:00 UTC in #spi on irc.oftc.net.

Appendix A: Current Board Membership

Last electedNameRole
July 2007Bdale GarbeePresident
July 2007Joerg JaspertVice President
July 2008Jimmy KaplowitzSecretary
July 2006Michael SchultheissTreasurer
July 2007Martin Zobel-Helas
July 2008David Graham
July 2007Luk Claes
July 2007Joshua D. Drake
July 2006Neil McGovern

Appendix B: Approved Resolutions

Resolution 2009-03-18.mcs.1: Update Ameriprise's owner list

SPI resolution 2009-03-18.mcs.1                                                 

WHEREAS                                                                         

 1. Ameriprise Financial ("Ameriprise") currently holds funds in an             
    account for Software in the Public Interest, Inc. ("SPI");                  

 2. Ameriprise's list of account owners for SPI's account is out of             
    date, listing only Branden Robinson (a former SPI board member) and         
    James R. Kaplowitz;                                                         

 3. Ameriprise requires a Board resolution or meeting minutes                   
    enumerating those who should be listed as account owners for a              
    corporation;                                                                

THE SPI BOARD RESOLVES THAT                                                     

 3. The account owners for SPI's Ameriprise account should be updated to        
    include Michael C. Schultheiss, remove Branden Robinson, and retain         
    James R. Kaplowitz;                                                         

 4. This resolution supersedes resolution 2006-04-18.br.1

Resolution 2009-03-18.jrk.1: OpenWRT as associated project

 1. OpenWRT is a substantial and useful open source project.

 2. OpenWRT would like SPI's support and assistance, including taking
    donations.

THE SPI BOARD RESOLVES THAT

 3. OpenWRT 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, a
    copy of which can be found at
    http://www.spi-inc.org/corporate/resolutions/2004/2004-08-10.iwj.1

 4. SPI recognises that OpenWRT is governed by the Charter available at
    [https://dev.openwrt.org/wiki/NonProfit](https://dev.openwrt.org/wiki/NonProfit)
    as modified from time to time via the processes in the Charter itself.

 5. SPI understands that Gregers Petersen has been
    appointed according to the Charter by OpenWRT as the liaison to SPI.

 6. This invitation will lapse, if not accepted, 60 days after it is
    approved by the SPI Board.