Board Meeting, August 19th, 2009

Board members present

  • Bdale Garbee (bdale) (President)
  • Joerg Jaspert (Ganneff) (Vice President)
  • Michael Schultheiss (schultmc) (Treasurer)
  • Jimmy Kaplowitz (Hydroxide) (Secretary)
  • Martin Zobel-Helas (zobel)
  • David Graham (cdlu)
  • Joshua D. Drake (linuxpoet)
  • Jonathan McDowell (Noodles)

Board members partially present

  • None

Board members absent with regrets

  • Luk Claes (luk)

Board members absent

  • None

Board advisors present

  • None

Registered guests present

  • Kåre Thor Olsen (Kaare)
  • MJ Ray (slef)
  • Moray Allan (moray)

These are the draft minutes for the August 19th, 2009 SPI Annual Board meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG

President's Report

Bdale Garbee provided the following president's report:

Last month, I spent two weeks in Spain and Portugal, attending DebConf9 and DebianDayPT with my daughter Elizabeth.  We had what I think was a very successful SPI BOF at DebConf, and it was good seeing the other SPI board members who were present there again in person.  Joerg, is there video of that BOF available?  If so, perhaps we can point to it.  I don't believe any action items worthy of report here came out of that BOF, though.  Before our next meeting, my only travel related to Free Software will be a brief appearance at the RH Summit in Chicago to speak on behalf of HP.  I've also had various emails back and forth with representatives of potential associated projects this month, but nothing worth reporting here yet.

Jimmy Kaplowitz provided a link to the DebConf9 videos including both high-quality and low-quality Ogg Theora versions of the SPI BOF.

Treasurer's Report

Michael Schultheiss provided the following financial report for July 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 July 01, 2009 - July 31, 2009                                    

 Income                                                                         
   Ordinary Income                                                              
        Debian                           5,852.53                               
        Freedesktop.org                     15.00                               
        Gallery                             40.00                               
        Madwifi-project.org                127.00                               
        OpenOffice.org                     867.26                               
        Open Voting Foundation               2.00                               
        PostgreSQL                         795.26                               
        SPI General                        212.00                               
        SPI 5%                             196.40                               
        The HeliOS Project               1,799.00                               

        Total Ordinary Income            9,906.45                               
                                         --------                               

   Interest Income                                                              
        Key Bank Money Mkt Savings          40.31                               

        Total Interest Income               40.31                               
                                            -----                               

   Gross Income                          9,946.76                               
                                         --------                               

 Expenses                                                                       
  Ordinary Expenses                                                             

        Debian                                                                  
          Currency Exchange Fees   63.89                                        
          Office supplies (DC9)   112.25                                        
          Processing Fees          54.18                                        
          Promo cards (DC10)       38.32                                        
          Reimbursement         4,813.27                                        
          SPI 5%                   46.63                                        
          Travel Reimbursement 12,712.51                                        
          Wire Transfer (ffis) 12,899.90                                        

          Total Debian Exp     30,740.95                                        
                               ---------                                        

        Freedesktop.org                                                         
          Processing Fees           0.60                                        
          SPI 5%                    0.75                                        

          Total FD.o Exp            1.35                                        
                                    ----                                        

        Gallery                                                                 
          Processing Fees           1.60                                        
          SPI 5%                    2.00                                        

          Total Gallery Exp         3.60                                        
                                    ----                                        

        Madwifi-project.org                                                     
          Processing Fees           5.08                                        
          SPI 5%                    6.35                                        

          Total Madwifi Exp        11.43                                        
                                   -----                                        

        OpenOffice.org (OO.o)                                                   
          Processing Fees          31.29                                        
          SPI 5%                   43.36                                        

          Total OO.o Exp           74.65                                        
                                   -----                                        

        Open Voting Foundation (OVF)                                            
          Processing Fees           0.08                                        
          SPI 5%                    0.10                                        

          Total OVF Exp             0.18                                        
                                    ----                                        

        PostgreSQL                                                              
          Processing Fees           5.81                                        
          SPI 5%                    7.26                                        

          Total PostgreSQL Exp     13.07                                        
                                   -----                                        

        SPI                                                                     
          Office Supplies         213.99                                        
          PaySimple Monthly Fee    29.95                                        
          Transaction Fees         25.15                                        

          Total SPI Exp           269.09                                        
                                  ------                                        

        The HeliOS Project                                                      
          Exp Reimbursements    1,206.30                                        
          Processing Fees          71.96                                        
          SPI 5%                   89.95                                        

          Total HeliOS Exp      1,368.21                                        
                                --------                                        

        Total Expenses         32,472.53                                        
                               ---------                                        

        Net Income            (22,535.77)                                       
                              ===========                                       



Balance Sheet as of July 31, 2009                                               

   ASSETS                                                                       
     Current Assets                                                             
        Key Business Reward Checking                      12,479.72             
        Key Business Signature Money Market Savings      182,460.83             
        Ameriprise Cash Mgmt Acct                         13,389.51             

     Total Current Assets                                208,330.06             

   TOTAL ASSETS                                          208,330.06             


   LIABILITIES & EQUITY                                                         

     General and current liabilities                           0.00             

     Equity                                                                     
        Reserves held in trust                                                  
           Debian Earmark                   117,926.18                          
           Drupal Earmark                     2,650.00                          
           Freedesktop.org Earmark            1,480.53                          
           Gallery Earmark                    6,105.88                          
           GNU TeXmacs Earmark                    9.70                          
           Madwifi.org Earmark                1,364.47                          
           OpenOffice.org Earmark             4,887.32                          
           Open Voting Foundation Earmark        67.34                          
           Plan 9 Earmark                     6,500.00                          
           PostgreSQL Earmark                31,245.62                          
           Privoxy Earmark                       40.00                          
           Tux4Kids Earmark                   1,865.05                          
           The HeliOS Project                    34.56                          

        Total held in trust                              174,176.65             

        General reserves                                  34,153.41             

     Total Equity                                        208,330.06             

   TOTAL LIABILITIES & EQUITY                            208,330.06             

Michael stated his pleasure at Debian having spent a good portion of its funds, and encouraged other projects not to hoard funds. He stated he is still considering a switch to accrual-basis accounting but has not had time to do so yet. After a few board members expressed their views on this, it was decided that the topic would be good to discuss via email.

Secretary's Report

Jimmy Kaplowitz provided the following secretary's report.

Michael Schultheiss was re-elected and Jonathan McDowell was newly elected to the SPI Board of Directors last month. Congratulations to them both. Thanks to Greg Sabino Mullane for running. Neil McGovern has completed his term on the Board. Thanks to him for his service, and for running the 2009 SPI Board elections.

Due to unforseen logistical delays, OSUNIX will not be able to have a letter from their lawyer at the Software Freedom Law Center in time for this meeting which explains the resolution of their licensing issues. Therefore, they have agreed to delay revisiting their request to become an SPI associated project until the September board meeting.

Outstanding Minutes

Jimmy Kaplowitz presented the June, July, and August 2008 minutes for approval, as well as the July 2009 minutes, leaving no outstanding minutes yet to be approved.

Vote to approve June 2008 minutes

Joerg JaspertYes
Jimmy KaplowitzAbstain
Martin Zobel-HelasYes
Jonathan McDowellAbstain
Bdale GarbeeAbstain
Michael SchultheissYes
Joshua D. DrakeAbstain
David GrahamYes

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

Vote to approve July 2008 minutes

Joerg JaspertYes
Jimmy KaplowitzYes
Martin Zobel-HelasYes
Jonathan McDowellAbstain
Bdale GarbeeAbstain
Michael SchultheissYes
Joshua D. DrakeAbstain
David GrahamYes

Motion passed with a vote of Yes: 5, No: 0, Abstain: 3. These minutes were approved subject to a correction noting that Jimmy Kaplowitz was present.

Vote to approve August 2008 minutes

Joerg JaspertYes
Jimmy KaplowitzYes
Martin Zobel-HelasYes
Jonathan McDowellAbstain
Bdale GarbeeAbstain
Michael SchultheissYes
Joshua D. DrakeAbstain
David GrahamYes

Motion passed with a vote of Yes: 5, No: 0, Abstain: 3

These minutes were approved subject to a correction noting that Joshua D. Drake was absent.

Vote to approve July 2009 minutes

Joerg JaspertYes
Jimmy KaplowitzAbstain
Martin Zobel-HelasYes
Jonathan McDowellYes
Bdale GarbeeYes
Michael SchultheissYes
Joshua D. DrakeAbstain
David GrahamAbstain

Motion passed with a vote of Yes: 6, No: 0, Abstain: 2.

SPI Board Elections

During this meeting, new SPI officers were elected for the 2009-2010 term by the board which resulted from the 2009 SPI board elections. For the offices of President, Vice President, and Treasurer, the incumbents were the sole candidates seeking re-election. These three were voted on together.

Vote to approve Bdale Garbee as President, Joerg Jaspert as Vice President, and Michael Schultheiss as Treasurer:

Bdale GarbeeYes
Jimmy KaplowitzYes
Martin Zobel-HelasYes
Jonathan McDowellYes
Joerg JaspertYes
Michael SchultheissYes
Joshua D. DrakeYes
David GrahamYes

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

The incumbent Secretary wished to step down in that role, while remaining an SPI director. After much discussion, it was agreed that Martin Zobel-Helas would serve as Secretary through November 30 and that Jonathan McDowell would take over that role beginning December 1.

Vote to approve Martin Zobel-Helas as Secretary through November 30 and Jonathan McDowell as Secretary starting December 1:

Bdale GarbeeYes
Jimmy KaplowitzYes
Martin Zobel-HelasYes
Jonathan McDowellYes
Joerg JaspertYes
Michael SchultheissYes
Joshua D. DrakeYes
David GrahamYes

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

Other Business

In response to an inquiry from Joshua D. Drake, Jimmy Kaplowitz informed the board that the website overhaul was stalled due to a lack of available man-hours. Joshua agreed to find willing people with sufficient time. He also asked that the board set goals for the following year; it was decided that this discussion should occur via email. David Graham asked for feedback on a proposed resolution of his and was directed to the mailing lists for that purpose.

Adjournment

The meeting was adjourned until Wednesday, September 16th, 2009 at 20:00 UTC in #spi on irc.oftc.net. The board tentatively decided that the default meeting time should thereafter switch to the second Wednesday of each month. This decision is to be finalized at the September meeting.

Appendix A: Current Board Membership

Last electedNameRole
July 2007Bdale GarbeePresident
July 2007Joerg JaspertVice President
July 2008Jimmy Kaplowitz Secretary
July 2009Michael SchultheissTreasurer
July 2007Martin Zobel-Helas
July 2008David Graham
July 2007Luk Claes
July 2007Joshua D. Drake
July 2009Jonathan McDowell

Appendix B: Approved Resolutions

(none, but Martin Zobel-Helas was chosen as Secretary through November 30, effective at the close of this meeting; on December 1 Jonathan McDowell will replace Martin Zobel-Helas as Secretary.)