Board Meeting, May 8th, 2014

Board members present

  • Bdale Garbee (bdale) (President)
  • Joerg Jaspert (Ganneff) (Vice President)
  • Michael Schultheiss (schultmc) (Treasurer)
  • Jonathan McDowell (Noodles) (Secretary)
  • Clint Adams (Clint)
  • Robert Brockway (Solver)
  • Jimmy Kaplowitz (Hydroxide)
  • Martin Zobel-Helas (zobel)

Board members partially present

  • None

Board members absent with regrets

  • Joshua D. Drake (linuxhiker)

Board members absent

  • None

Board advisors present

  • None

Registered guests present

  • Martin Michlmayr (tbm)
  • Ben Longbons (o11c)
  • Edward Pasek (wushin)
  • H W Tovetjärn (totte)

These are the minutes for the May 8th, 2014 SPI Board Meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG.

President's Report

Bdale had nothing of interest to report.

Treasurer's report

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 January 01, 2014 - January 31, 2014

 Income
   Ordinary Income
        0 A.D.                             287.00
        aptosid                              6.67
        Arch Linux                         464.11
        DebConf 14                         250.00
        Debian                           4,889.79
        FFmpeg                             185.00
        freedesktop.org                     10.00
        Haskell.org                         75.00
        LibreOffice                      2,938.00
        MinGW                               35.00
        OpenWrt                             85.00
        PostgreSQL                      25,455.00
        Privoxy                             25.00
        SPI General                     25,817.00
        SPI 5%                             365.05
        The HeliOS Project                  10.00
        TideSDK                             86.00

        Total Ordinary Income           60,983.62
                                        ---------

   Interest Income
        Key Business Platinum MM Savings     2.77
        Chase BusinessClassic Checking       0.44
        Chase Bus Select High Yield Savings 26.55

        Total Interest Income               29.76
                                            -----

   Gross Income                         61,013.38
                                        ---------

 Expenses
  Ordinary Expenses

        0 A.D.
          Processing Fees            10.63
          SPI 5%                     14.35

          Total 0 A.D. Exp           24.98
                                     -----
        aptosid
          Processing Fees             0.44
          SPI 5%                      0.33

          Total aptosid Exp           0.77
                                      ----

        Arch Linux
          Processing Fees            25.91
          SPI 5%                     23.21

          Total Arch Linux Exp       49.12
                                     -----

        Debian
          Debit Card Fee              3.00
          Processing Fees           107.96
          SPI 5%                    131.96

          Total Debian Exp          242.92
                                    ------

        FFmpeg
          Processing Fees             8.99
          SPI 5%                      9.25

          Total FFmpeg Exp           18.24
                                     -----

        freedesktop.org
          Processing Fees             0.49
          SPI 5%                      0.50

          Total fd.o Exp              0.99
                                      ----

        Haskell
          Hosting Fees              162.63
          Processing Fees             3.42
          SPI 5%                      3.75

          Total Haskell Exp         169.80
                                    ------

        LibreOffice
          Processing Fees            30.59
          SPI 5%                    146.90
          Travel Reimbursement    3,269.78

          Total LibreOffice Exp   3,447.27
                                  --------

        MinGW
          Processing Fees             2.10
          SPI 5%                      1.75

          Total MinGW Exp             3.85
                                      ----

        Open Bioinformatics Foundation
          Amazon Hosting          2,214.65
          Domain Renewals            30.00

          Total OBF Exp           2,244.65
                                  --------

        OpenWrt
          Processing Fees             4.37
          SPI 5%                      4.25

          Total OpenWrt Exp           8.62
                                      ----

        PostgreSQL
          GSoC Travel             1,062.56
          Processing Fees            10.62
          SPI 5%                     22.75

          Total PostgreSQL Exp    1,095.93
                                  --------

        Privoxy
          Processing Fees             1.09
          SPI 5%                      1.25

          Total Privoxy Exp           2.34
                                      ----

        SPI
          Bookkeeping Fee         1,287.50
          PaySimple Monthly Fee      29.95
          Transaction Fees           72.49

          Total SPI Exp           1,389.94
                                  --------

        The HeliOS Project
          Processing Fees            10.70
          SPI 5%                      0.50
          Vehicle repair          1,000.00

          Total HeliOS Exp        1,011.20
                                  --------

       TideSDK
         Processing Fees              3.69
         SPI 5%                       4.30

         Total TideSDK Exp            7.99
                                      ----


        Total Expenses            9,718.61
                                  --------

        Net Income               51,294.77
                                 =========


Balance Sheet as of January 31, 2014

   ASSETS
     Current Assets
        Chase BusinessClassic Checking with Interest      53,627.40
        Chase Business Select High Yield Savings         208,887.30
        KeyBank Basic Business Checking                    1,033.73
        Key Business Reward Checking                     197,758.15
        Key Business Platinum Money Market Savings       162,821.52
        Key Express Checking                               5,496.72
        Ameriprise Cash Mgmt Acct                         13,406.15
        Debian Debit Card                                    245.00

     Total Current Assets                                643,275.97


   TOTAL ASSETS                                          643,275.97


   LIABILITIES & EQUITY

     General and current liabilities                           0.00

     Equity
        Reserves held in trust
           0 A.D. Earmark                    33,821.43
           ankur.org.in                       2,811.13
           aptosid Earmark                      186.96
           Arch Linux Earmark                12,819.19
           Debian Earmark                   194,994.13
           DebConf 14 Earmark                12,269.11
           Drizzle                            6,333.99
           FFmpeg                             2,917.99
           Fluxbox                              995.00
           Freedesktop.org Earmark           16,802.24
           FreedomBox Foundation Earmark     24,442.67
           Gallery Earmark                    8,271.00
           GNU TeXmacs Earmark                  323.54
           Haskell Earmark                   23,664.33
           Jenkins Earmark                   11,038.84
           LibreOffice Earmark               84,823.87
           madwifi-project.org Earmark        1,494.90
           MinGW Earmark                      1,248.06
           OpenVAS                               56.21
           OpenWrt                            3,329.23
           Open Bioinformatics Earmark       37,131.43
           Open Voting Foundation Earmark       158.74
           OSUNIX                                 2.92
           Path64                                18.60
           Plan 9 Earmark                     6,500.00
           PostgreSQL Earmark                44,150.30
           Privoxy Earmark                    1,001.86
           Swathanthra Malayan Comp Earmark   2,328.05
           The HeliOS Project Earmark           350.28
           TideSDK Earmark                      522.55
           Tux4Kids Earmark                  16,277.50
           YafaRay Earmark                    4,663.42

        Total held in trust                              555,803.47

        General reserves                                  87,472.50

     Total Equity                                        643,275.97

   TOTAL LIABILITIES & EQUITY                            643,270.97
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, 2014 - February 28, 2014

 Income
   Ordinary Income
        0 A.D.                             310.00
        aptosid                              6.67
        Arch Linux                         564.65
        DebConf 14                      12,000.00
        Debian                             683.33
        FFmpeg                              10.00
        Haskell.org                      2,051.00
        Jenkins                             35.00
        LibreOffice                        121.00
        MinGW                               10.00
        PostgreSQL                       1,020.00
        Privoxy                             10.00
        SPI General                      1,114.67
        SPI 5%                             214.70
        The HeliOS Project                  25.00
        TideSDK                             12.00

        Total Ordinary Income           18,188.02
                                        ---------

   Interest Income
        Key Business Platinum MM Savings     2.50
        Chase BusinessClassic Checking       0.42
        Chase Bus Select High Yield Savings 23.98

        Total Interest Income               26.90
                                            -----

   Gross Income                         18,214.92
                                        ---------

 Expenses
  Ordinary Expenses

        0 A.D.
          Processing Fees            13.92
          SPI 5%                     15.50

          Total 0 A.D. Exp           29.42
                                     -----
        aptosid
          Processing Fees             0.44
          SPI 5%                      0.33

          Total aptosid Exp           0.77
                                      ----

        Arch Linux
          Processing Fees            30.29
          SPI 5%                     28.23

          Total Arch Linux Exp       58.52
                                     -----

        DebConf 14
          Conference deposit     12,144.00
          Expedited payment fee       9.95
          Wire Fee                   25.00

          Total DC14 Exp         12,178.95
                                 ---------

        Debian
          Debit Card Fee              3.00
          Processing Fees            32.45
          SPI 5%                     34.17

          Total Debian Exp           69.62
                                     -----

        FFmpeg
          Processing Fees             0.49
          SPI 5%                      0.50

          Total FFmpeg Exp            0.99
                                      ----

        Haskell
          Hosting Fees              162.41
          Processing Fees            83.79
          SPI 5%                    102.55

          Total Haskell Exp         348.75
                                    ------

        Jenkins
          Processing Fees             2.10
          SPI 5%                      1.75

          Total Jenkins Exp           3.85
                                      ----

        LibreOffice
          Processing Fees             4.01
          SPI 5%                      6.05
          Travel Reimbursement      985.08

          Total LibreOffice Exp     995.14
                                    ------

        MinGW
          Processing Fees             0.75
          SPI 5%                      0.50

          Total MinGW Exp             1.25
                                      ----

        PostgreSQL
          Processing Fees            24.09
          SPI 5%                     51.00

          Total PostgreSQL Exp       75.09
                                     -----

        Privoxy
          Processing Fees             0.49
          SPI 5%                      0.50

          Total Privoxy Exp           0.99
                                      ----

        SPI
          Accounting Software
            Grant - SFC          10,000.00
          Bookkeeping Fee           480.00
          PaySimple Monthly Fee      29.95
          PO Box Renewal             92.00
          Postage                     9.80
          Transaction Fees           32.48

          Total SPI Exp          10,644.23
                                 ---------

        The HeliOS Project
          Processing Fees             1.35
          SPI 5%                      1.25

          Total HeliOS Exp            2.60
                                      ----

       TideSDK
         Processing Fees              0.62
         SPI 5%                       0.60

         Total TideSDK Exp            1.22
                                      ----


        Total Expenses           24,411.39
                                 ---------

        Net Income               (6,196.47)
                                 ==========


Balance Sheet as of February 28, 2014

   ASSETS
     Current Assets
        Chase BusinessClassic Checking with Interest      57,020.37
        Chase Business Select High Yield Savings         208,911.28
        KeyBank Basic Business Checking                    1,028.73
        Key Business Reward Checking                     188,106.46
        Key Business Platinum Money Market Savings       162,824.02
        Key Express Checking                               5,489.72
        Ameriprise Cash Mgmt Acct                         13,406.15
        Debian Debit Card                                    242.00

     Total Current Assets                                637,028.73


   TOTAL ASSETS                                          637,028.73


   LIABILITIES & EQUITY

     General and current liabilities                           0.00

     Equity
        Reserves held in trust
           0 A.D. Earmark                    34,102.01
           ankur.org.in                       2,811.13
           aptosid Earmark                      192.86
           Arch Linux Earmark                13,325.32
           Debian Earmark                   195,607.84
           DebConf 14 Earmark                12,090.16
           Drizzle                            6,333.99
           FFmpeg                             2,981.00
           Fluxbox                              995.00
           Freedesktop.org Earmark           16,802.24
           FreedomBox Foundation Earmark     24,442.67
           Gallery Earmark                    8,271.00
           GNU TeXmacs Earmark                  323.54
           Haskell Earmark                   25,366.58
           Jenkins Earmark                   11,069.99
           LibreOffice Earmark               83,949.73
           madwifi-project.org Earmark        1,494.90
           MinGW Earmark                      1,256.81
           OpenVAS                               56.21
           OpenWrt                            3,329.23
           Open Bioinformatics Earmark       37,131.43
           Open Voting Foundation Earmark       158.74
           OSUNIX                                 2.92
           Path64                                18.60
           Plan 9 Earmark                     6,500.00
           PostgreSQL Earmark                45,095.21
           Privoxy Earmark                    1,010.87
           Swathanthra Malayan Comp Earmark   2,328.05
           The HeliOS Project Earmark           372.68
           TideSDK Earmark                      533.33
           Tux4Kids Earmark                  16,277.50
           YafaRay Earmark                    4,663.42

        Total held in trust                              558,894.96

        General reserves                                  78,133.77

     Total Equity                                        637,028.73

   TOTAL LIABILITIES & EQUITY                            637,028.73

Michael publicly thanked the Craigslist Foundation for their unsolicited donations of $25,000 to SPI and $25,000 to PostgreSQL in January. He also stated that he'd reached out to the bookkeeper about obtaining timely reports of their work. He expects future reports to be available by the 10th of a given month.

Secretary's report

Jonathan reported that all of the previous SPI vote details and meeting agendas had been moved over from the old SPI website to the current ikiwiki based site. Some other minor items had also been moved as part of that work. He said there was very little outstanding to be moved and he'd be looking at what was left.

Outstanding minutes

Vote on Meeting Minutes for 10th April 2014 board meeting:

Clint AdamsYes
Robert BrockwayYes
Bdale GarbeeYes
Joerg JaspertYes
Jimmy KaplowitzYes
Jonathan McDowellYes
Michael SchultheissYes
Martin Zobel-HelasYes

Motion passed with a vote of 8 yes, 0 missing.

Items up for discussion

Resolution 2014-05-06.jrk.1: Martin Michlmayr as interim director

There had been a note of concern from Gregers Petersen. Martin Zobel-Helas indicated he understood the concerns raised. Jimmy stated that it would have been ideal to have had a more proactive selection process for the interim director position but the intent was to ensure that the upcoming board elections in July were more inclusive.

(It should also be noted that it had been pointed out in response to Gregers' email of concern that when the call for potential candidates had gone out Martin was the only person to come forward, and he has been widely recognised as well qualified for the role.)

Clint AdamsYes
Robert BrockwayYes
Bdale GarbeeYes
Joerg JaspertYes
Jimmy KaplowitzAbstain
Jonathan McDowellAbstain
Michael SchultheissYes
Martin Zobel-HelasYes

Motion passed with a vote of 6 yes, 2 abstain, 0 missing.

Chakra as associated project

Robert brought up the issue of the resolution for the Chakra project as an SPI Associated Project. This resolution had had some outstanding discussion at the point of the previous board meeting and had not been resubmitted (unmodified or otherwise) for this meeting. There are some ongoing requests for SPI to both provide more details about projects in the resolutions for their inclusion under the SPI umbrella, and also to some of the language used around the interaction between the project and SPI. Bdale indicated he was working on a resolution for another project that he would run by counsel for review. It was decided to see the outcome of that and whether it could then be used as a template for future resolutions.

Any other business

Robert indicated a dislike of 2009-11-04.jmd.1 (Contributing member expiry) and suggested we throw it out and replace it with something simpler. He said he would start a list thread on the topic and had some thoughts about the matter.

Adjournment

The meeting was adjourned until Thursday, June 12th, 2014 at 20:00 UTC in #spi on irc.spi-inc.org.

Appendix A: Current Board Membership

Last electedNameRole
July 2013
Bdale GarbeePresident
July 2013
Joerg JaspertVice President
July 2012
Jonathan McDowellSecretary
July 2012
Michael SchultheissTreasurer
July 2013
Joshua D. Drake
July 2013
Martin Zobel-Helas
July 2011
Clint Adams
July 2011
Robert Brockway
July 2011
Jimmy Kaplowitz

Appendix B: Resolutions

Resolution 2014-05-06.jrk.1: Martin Michlmayr as interim director

WHEREAS

1. A vacancy on the SPI board of directors will exist as of the conclusion of
the May 2014 SPI board meeting, unless an interim director is appointed to fill
it;

2. Martin Michlmayr has sufficient time, interest, motivation, and experience
to usefully assist SPI over the remainder of the current board term, having
served as Debian Project Leader, Debian auditor, Open Source Initiative board
member, and member of the Software Freedom Conservancy evaluation committee;

3. Some of the tasks Martin is interested in addressing would be best achieved
from within the board, such as addressing any compliance needs for an upcoming
change in SPI's governing law;

4. Martin is available to attend most or all of the remaining board meetings in
the current term; and

5. Martin has confirmed that he is willing to accept this appointment;

THE SPI BOARD RESOLVES THAT

6. Martin Michlmayr is hereby appointed as an interim member of the SPI board
of directors, beginning at the conclusion of the May 2014 board meeting and
continuing until the conclusion of the July 2014 SPI board elections.