Board Meeting, February 12th, 2016

Board members present

  • Bdale Garbee (bdale) (President)
  • Joerg Jaspert (Ganneff) (Vice President)
  • Michael Schultheiss (schultmc) (Treasurer)
  • Martin Michlmayr (tbm) (Secretary)
  • Joshua D. Drake (linuxhiker)
  • Dimitri John Ledkov (xnox)
  • Martin Zobel-Helas (zobel)

Board members partially present

  • None

Board members absent with regrets

  • None

Board members absent

  • Robert Brockway (Solver)
  • Gregers Petersen (glp)

Board advisors present

  • None

Registered guests present

  • Jonathan McDowell (Noodles)

These are the minutes for the February 12th, 2016 SPI Board Meeting, held at 21:00 UTC in #spi on irc.spi-inc.org. LOG.

President's Report

Bdale Garbee reported, "A subset of the board are currently meeting in the SFLC offices in New York City. This is an extremely rare in-person SPI board meeting. We are making rapid progress through our agenda, and will report actions taken to our contributing members."

Treasurer's report

Michael Schultheiss sent out the December and January treasurer's reports.

haskell.org has started its own 501(c)3 organization and has requested the transfer of a portion of its funds to that new organization.

Secretary's report

Martin Michlmayr has completed all outstanding minutes and worked on the logistics for the board meeting in New York.

Outstanding minutes

Vote on Meeting Minutes for 14th January 2016:

Joshua D. DrakeAbstain
Bdale GarbeeYes
Joerg JaspertYes
Dimitri John LedkovYes
Martin MichlmayrYes
Michael SchultheissYes
Martin Zobel-HelasYes

Motion passed with a vote of 6 yes, 1 abstain, 0 missing.

Items up for discussion

Resolution 2016-02-05.mm.1: X.Org as associated project

Martin Michlmayr presented resolution 2016-02-05.mm.1 to accept X.Org as an associated project.

Vote on resolution 2016-02-05.mm.1:

Joshua D. DrakeYes
Bdale GarbeeYes
Joerg JaspertYes
Dimitri John LedkovYes
Martin MichlmayrYes
Michael SchultheissYes
Martin Zobel-HelasYes

Motion passed with a vote of 7 yes, 0 abstain, 0 missing.

Resolution 2016-02-10.djl.1: Conflict of Interest Policy

Dimitri John Ledkov presented resolution 2016-02-10.djl.1 to adopt a Conflict of Interest Policy for SPI.

Vote on resolution 2016-02-10.djl.1:

Joshua D. DrakeYes
Bdale GarbeeYes
Joerg JaspertYes
Dimitri John LedkovYes
Martin MichlmayrYes
Michael SchultheissYes
Martin Zobel-HelasYes

Motion passed with a vote of 7 yes, 0 abstain, 0 missing.

Any other business

No one had any other items to discuss.

Adjournment

The meeting was adjourned until Thursday, March 10th, 2016 at 20:30 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 2014
Martin MichlmayrSecretary
July 2015
Michael SchultheissTreasurer
July 2013
Joshua D. Drake
July 2013
Martin Zobel-Helas
July 2014
Robert Brockway
July 2014
Gregers Petersen
July 2015
Dimitri John Ledkov

Appendix B: Resolutions

Resolution 2016-02-05.mm.1: X.Org as associated project

WHEREAS

1. The X.Org Foundation is an existing 501(c)3 corporation, incorporated
in the state of Delaware: http://www.x.org/foundation/irs-form-1023/5-ExhibitD.pdf

2. The bylaws the X.Org foundation (http://www.x.org/foundation/irs-form-1023/6-ExhibitE.pdf) state:

  The purpose of the X.Org Foundation shall be to:
  (i)   research, develop, support, organize, administrate,
        standardize, promote and defend the X Window System,
  (ii)  support, educate, organize and participate in the community of
        developers of the X Window System, and
  (iii) support and educate the general community of users of the X
        Window System.

3. The board of the X.Org Foundation has voted to request SPI's support
and assistance, including taking donations and holding funds and
intangible assets. If approved, the X.Org corporation would be
dissolved and all assets transferred to SPI.

THE SPI BOARD RESOLVES THAT

4. X.Org 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

5. The X.Org Secretary is recognised by SPI as the current SPI liaison
for X.Org. The X.Org Secretary is elected by the X.Org board, who are
in turn elected by the members of X.Org.

6. This invitation will lapse, if not accepted, 180 days after it is
approved by the SPI Board.

Resolution 2016-02-10.djl.1: Conflict of Interest Policy

WHEREAS

1. Software in the Public Interest, Inc. was formed under Section 402
   of the Not-For-Profit Corporation Law of the State of New York.

2. The New York State legislature unanimously passed The Non-Profit
   Revitalization Act of 2013 which became effective July 1, 2014.

3. The Not-For-Profit Corporation Law of the State of New York now
   mandates that Not-For-Profit Corporations adopt Conflict of
   Interest policies.

THE SPI BOARD RESOLVES THAT

1. The following Conflict of Interest policy is adopted:

SPI Conflict of Interest Policy
========================================================

== Purpose

The purpose of this conflict of interest policy (``Policy'') is to protect
Software in the Public Interest, Inc (``SPI'') and its Associated Projects
when SPI contemplates entering into a transaction or arrangement that might
benefit the private interest of a Director, or might otherwise result in a
possible excess benefit transaction.  This Policy is intended to supplement
but not replace any applicable state and federal laws governing conflict of
interest applicable to nonprofit and charitable organizations.


== SPI Directors

Directors of SPI (``directors'') each have a duty to protect SPI and its
Associated Projects from violating New York State and USA federal laws --
and to avoid any appearance of impropriety. SPI directors serve the public
interest and are to have a clear understanding of SPI's charitable mission.
All decisions made by SPI directors are to be made solely on the basis of a
desire to promote the best interests of SPI and the public good.


=== Defining a Conflict of Interest for a director

In general, directors should avoid making decisions on matters where their
personal interests are at odds with the SPI's interests. In particular, the
following scenarios are to be identified as conflicts of interest:

* A director (or his or her family member) is a party to a contract, or
involved in a transaction with SPI for goods or services.

* A director (or his or her family member) is a director, officer, agent,
partner, associate, employee, trustee, personal representative, receiver,
guardian, custodian, legal representative or in some other way has a
fiduciary duty to an entity involved in a transaction with SPI.

* A director (or his or her family member) is engaged in a substantial
capacity or has a material financial interest in a for-profit enterprise
that competes with SPI or an Associated Project.

SPI acknowledges that other situations may create the appearance of a
conflict, or present a duality of interests. All such circumstances should
be disclosed to the Board, as appropriate, and the Board shall make a
decision as to what (if any) course of action SPI or relevant directors
should take so that SPI's best interests are not compromised by personal
interests.


=== General Policies for directors

* *No Personal Profit or Gain.* No director (or family member) shall derive
any personal profit or gain, directly or indirectly, by reason of his or
her participation with SPI. Personal profit or gain does not include
compensation approved by the Board for paid employees, or reimbursement of
legitimate SPI expenses.

* *Disclosure and Abstention when Conflicted.* Each director shall disclose
to SPI's Board any conflict of interest which he or she may have in any
matter pending before SPI and shall refrain from participation in any
decision on such matter.

* *SPI Conflict Disclosure Form.* Each director shall submit to the
Secretary prior to initial election to the board, and annually
thereafter, the SPI Conflict Disclosure form <<Exhibit-A,attached as
Exhibit A>>. The Secretary must provide a copy of the completed
statements to the board.


=== Conflict Resolution Procedures for directors

* *Disclosure of Conflict When Present.* Prior to any Board or Board
Committee action on a matter or transaction involving a conflict of
interest, a director having a conflict of interest and who is in attendance
at the meeting shall disclose all facts material to the conflict. Such
disclosure shall be reflected in the minutes of the meeting. If board
members are aware that Staff or other volunteers have a conflict of
interest, relevant facts should be disclosed by the board member or by the
interested person him/herself if invited to the Board meeting as a guest for
purposes of disclosure.

* *Disclosure of Conflict When Absent.* A director who plans not to attend a
meeting at which he or she has reason to believe that the Board or Board
Committee will act on a matter in which he or she is conflicted shall
disclose to the Chair of the meeting all facts material to the conflict of
interest. The Chairperson shall report the disclosure at the meeting and the
disclosure shall be reflected in the minutes of the meeting.

* *Participation in Discussions and Votes Regarding Conflicted Matter.* On a
matter in which a director has a conflict of interest, the conflicted
director must abstain from, and must not hear nor read the pre-vote
discussions of the matter by the Board or Board Committee, except to
disclose material facts and to respond to questions. The conflicted director
shall not attempt to exert his or her personal influence with respect to the
matter, either at or outside the meeting. The Conflicted Director may read
minutes and/or logs of the matter's discussion after voting is complete.

* *Participation in Votes Regarding Conflicted Matter.* A conflicted
director may not vote on the Board action with which he or she has a
conflict of interest. His or her ineligibility to vote shall be reflected in
the minutes of the meeting.

* *Conflicted Directors Cannot Establish Quorum.* A conflicted SPI Director
shall not be determining the presence of a quorum for purposes of a vote
on the matter where he or she has a conflict of interest.

* *Managing an Officer's Conflict of Interest.* If a director is an Officer
involved in a decision, matter or transaction in which he or she has a
conflict of interest, he or she must immediately disclose all facts material
to the conflict to the Chair of the Board (or the Chair's designee). The
Board must then approve any future decisions, negotiations, and/or other
actions taken by the Officer regarding the conflicted matter, and include
the person's disclosure of the conflict and the Board's subsequent actions
in the minutes of the next meeting.

* *Confidentiality of Conflict Disclosures.* Each director shall exercise
care not to disclose confidential information acquired in connection with
disclosures of conflicts of interest or potential conflicts, which might be
adverse to SPI's interests.

== Board Advisors, SPI members and volunteers

The work accomplished by SPI and its Associated Projects would not be
possible without the generous donation of time, funds, and support of
Community Members -- including participating corporations, sponsors, and
volunteers alike. Community members are not traditionally considered to be
``interested persons,'' and all decision-making authority rests with the SPI
Board.

* *Community Members Cannot Direct Funds.* Community Members are free to
offer suggestions and engage in open dialogue with SPI board and
Associated Projects. Community Members who make financial donations do not
receive any additional control over SPI or Associated Projects direction
beyond what is available to other vocal, active, and contributing community
members.


[[Exhibit-A]]

== Exhibit A: SPI Conflict Disclosure Form

Directors of SPI each have a duty to protect SPI and its Associated Projects
from violating state and federal laws -- and to avoid any appearance of
impropriety. directors serve the public interest and are to have a clear
understanding of SPI's charitable mission. All decisions made by directors
are to be made solely on the basis of a desire to promote the best interests
of SPI and the public good.

This Form is to be completed every twelve months and submitted to the
Secretary of SPI's Board.

Date: +++__________________________+++

Next Form to be completed by (twelve months from now):
      +++__________________________+++

Name: +++__________________________+++

I affirm the following:

* I have received a copy of the SPI Conflict of Interest Policy.
+++_________+++ (initial)

* I have read and understand the policy. +++_________+++ (initial)

* I agree to comply with the policy. +++_________+++ (initial)

* I understand that SPI is a public charity and in order to maintain its
federal tax exemption it must engage primarily in activities which
accomplish one or more of tax-exempt purposes. +++_________+++ (initial)

.Disclosures:

Please describe below any relationships, transactions, positions you (or
your family member) hold, or any other circumstances that you believe could
cause a conflict of interest as defined by the Policy between your duty to
SPI and your personal interests, financial or otherwise:

+++________+++ I have no conflicts to report

+++________+++ I have the following conflicts and/or potential conflicts to
report:

+++_____________________________________________________________________+++

+++_____________________________________________________________________+++

+++_____________________________________________________________________+++

+++_____________________________________________________________________+++

+++_____________________________________________________________________+++

I hereby certify that the information set forth is true and complete to the
best of my knowledge.

Signature: +++______________________________________+++
Date: +++_________________+++