Board Meeting, November 11th, 2009

Board members present

  • Luk Claes (luk)
  • David Graham (cdlu)
  • Joerg Jaspert (Ganneff) (Vice President)
  • Jimmy Kaplowitz (Hydroxide)
  • Jonathan McDowell (Noodles)
  • Michael Schultheiss (schultmc) (Treasurer)

Board members partially present

  • None

Board members absent with regrets

  • Martin Zobel-Helas (zobel) (Secretary)

Board members absent

  • Joshua D. Drake (linuxpoet)
  • Bdale Garbee (bdale) (President)

Board advisers present

  • None

Registered guests present

  • Bill Allombert (yp17)
  • Joe Nahmias (jello)
  • Kåre Thor Olsen (Kaare)
  • MJ Ray (slef)

These are the draft minutes for the November 11th, 2009 SPI Board meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG

President's Report

(none)

Treasurer's Report

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

 Income
   Ordinary Income
        Debian                             900.76
        Freedesktop.org                     70.00
        OpenOffice.org                     771.78
        PostgreSQL                          60.78
        Privoxy                             25.00
        SPI General                        478.44
        SPI 5%                             156.02
        The HeliOS Project               1,292.00

        Total Ordinary Income            3,754.78
                                         --------

   Interest Income
        Key Bank Money Mkt Savings          24.30

        Total Interest Income               24.30
                                            -----

   Dividend Income
        Ameriprise Cash Mgmt Fund            3.98 [1]

        Total Dividend Income                3.98
                                             ----

   Gross Income                          3,783.06
                                         --------

 Expenses
  Ordinary Expenses

        Debian
          Processing Fees          30.35
          SPI 5%                   45.04
          Travel Reimbursement  6,498.17

          Total Debian Exp      6,573.56
                                --------


        Freedesktop.org
          Processing Fees           2.80
          SPI 5%                    3.50

          Total Freedesktop.org Exp 6.30
                                    ----

        OpenOffice.org (OO.o)
          Processing Fees          29.47
          SPI 5%                   38.59

          Total OO.o Exp           68.06
                                   -----

        PostgreSQL
          Processing Fees           2.43
          SPI 5%                    3.04
          Travel Expenses       1,400.00

          Total PostgreSQL Exp  1,405.47
                                --------

        Privoxy
          Processing Fees           1.00
          SPI 5%                    1.25

          Total Privoxy Exp         2.25
                                    ----

        SPI
          PaySimple Monthly Fee    29.95
          Transaction Fees         16.58
          Registered Agent Fee    341.00

          Total SPI Exp           387.53
                                  ------

        The HeliOS Project
          Expense reimbursement 1,676.16
          Processing Fees          31.68
          SPI 5%                   64.60

          Total HeliOS Exp      1,772.44
                                --------

        Total Expenses         10,215.61
                               ---------

        Net Income             (6,432.55)
                               ==========

[1] This dividend income includes all dividend income since the last
time the Ameriprise Cash Mgmt Fund balance was reconciled and was not
all earned during this period


Balance Sheet as of October 31, 2009

   ASSETS
     Current Assets
        Key Business Reward Checking                      34,159.22
        Key Business Signature Money Market Savings      107,541.51
        Ameriprise Cash Mgmt Acct                         13,401.62

     Total Current Assets                                155,102.35

   TOTAL ASSETS                                          155,102.35


   LIABILITIES & EQUITY

     General and current liabilities                           0.00

     Equity
        Reserves held in trust
           Debian Earmark                    68,848.87
           Drupal Earmark                     2,650.00
           Freedesktop.org Earmark            1,544.23
           Gallery Earmark                    6,419.70
           GNU TeXmacs Earmark                    9.70
           Madwifi.org Earmark                1,390.88
           OpenOffice.org Earmark             6,953.59
           Open Voting Foundation Earmark        67.34
           Plan 9 Earmark                     6,500.00
           PostgreSQL Earmark                23,848.74 
           Privoxy Earmark                       62.75
           Tux4Kids Earmark                   1,865.05
           The HeliOS Project                  (761.49)

        Total held in trust                              119,399.36

        General reserves                                  35,702.99


     Total Equity                                        155,102.35

   TOTAL LIABILITIES & EQUITY                            155,102.35

Once again the subject of accrual based accounting came up, partly due to the apparent negative balance for the Helios project. It was suggested that rather than the current practice of treating credit card donations only when the cheque is received from the card processor that we should recognise credit card donations at the point they are received by the processor.

Secretary's Report

Jonathan McDowell provided the following secretary's report:

Zobel apologises; is extremely busy with preparations for the new baby/work.

He will sort out the 2 outstanding sets of minutes. I'll do todays.

We have outstanding requests for associated project status from Sidux and YafaRay which just need resolutions drafted. I'll do this for the next meeting.

Items up for discussion

Resolution 2009-11-04.jmd.1: Contributing membership expiry

Jonathan McDowell presented this resolution, intended to formally state the process by which no longer active contributing members will downgraded to non-contributing status. It was pointed out that this will only come into action next July/August (ie after the next board election).

Vote on resolution 2009-11-04.jmd.1: Contributing membership expiry

Luk ClaesYes
David GrahamYes
Joerg JaspertYes
Jimmy KaplowitzYes
Jonathan McDowellYes
Michael SchultheissYes

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

Other Business

(none)

Adjournment

The meeting was adjourned until Wednesday, December 9th, 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 2008Martin Zobel-HelasSecretary
July 2009Michael SchultheissTreasurer
July 2009Jonathan McDowell
July 2008David Graham
July 2007Luk Claes
July 2007Joshua D. Drake
July 2008Jimmy Kaplowitz

Appendix B: Approved Resolutions

SPI Resolution 2009-11-04.jmd.1: Contributing membership expiry

WHEREAS

1. Article 3 of the corporate by-laws state: "If a contributing 
   membership is not renewed, the member's status will be downgraded to 
   a non-contributing member.";

2. Voter turnout and quorum is measured as a function of 
   contributing membership;

3. There is no existing practical measure of a member's activity;

4. Elections are the most effective means of verifying a member's 
   activity and our electoral system does not require a voting member 
   to express an opinion on their ballot

THE SPI BOARD RESOLVES THAT

5. Be it resolved that any contributing member who does not cast a ballot
   in an annual Board member election shall be considered potentially
   inactive. Any contributing member considered potentially inactive shall
   be contacted after the election to confirm their status; if no response
   is received within 4 weeks of this initial contact they shall be deemed
   inactive and downgraded to a non-contributing member. However no such
   downgrading shall preclude any member from restoring their contributing
   membership status at any later date;   

6. In the event that no annual Board member election takes place, 
   regardless of reason, the membership list will not be affected 
   until the next such election takes place;

7. Any contributing membership that exists under any other resolutions
   or clauses that is not subject to expiry will not expire.