Board Meeting, August 11th, 2016

Board members present

  • Bdale Garbee (bdale) (President)
  • Joerg Jaspert (Ganneff) (Vice President)
  • Michael Schultheiss (schultmc) (Treasurer)
  • Martin Michlmayr (tbm) (Secretary)
  • Luca Filipozzi (luca)
  • Jimmy Kaplowitz (Hydroxide)
  • Dimitri John Ledkov (xnox)
  • Andrew Tridgell (tridge)
  • Valerie Young (spectranaut)
  • Martin Zobel-Helas (zobel)

Board members partially present

  • None

Board members absent with regrets

  • None

Board members absent

  • None

Board advisors present

  • None

Registered guests present

  • Mark Atwood (MarkAtwood)
  • Peter Eisentraut (petere)
  • Jonathan McDowell (Noodles)
  • H W Tovetjärn (totte)

These are the minutes for the August 11th, 2016 SPI Board Meeting, held at 20:30 UTC in #spi on irc.spi-inc.org. LOG.

President's Report

As previously indicated, Bdale Garbee decided not to stand for re-election this year after 12+ years on the board and 10 as President.

Treasurer's report

Martin Zobel-Helas volunteers to continue to serve as assistant treasurer. Michael Schultheiss and Zobel-Helas continue to work on getting financial data into ledger-cli. Presently the February and March 2016 reports have been completed and work for later months is ongoing.

The IRS tax filing is due on August 15 and Schultheiss states he is presently finalizing them.

Secretary's report

Martin Michlmayr states all new directors have been added to the board list and all directors have submitted their conflict of interest declarations.

Outstanding minutes

Vote on Meeting Minutes for 7th July 2016:

Luca FilipozziYes
Joerg JaspertYes
Jimmy KaplowitzYes
Dimitri John LedkovYes
Martin MichlmayrYes
Michael SchultheissYes
Andrew TridgellYes
Valerie YoungAbstain
Martin Zobel-HelasYes

Motion passed with a vote of 8 yes, 0 no, 1 abstain, 0 missing.

Outstanding actions

No outstanding actions of note.

Items up for discussion

Directors and officers liability insurance

Martin Michlmayr remarks on the previous general consensus to seek discounted liability insurance through membership with the Nonprofit Coordinating Committee of New York (NPCC). Michlmayr volunteers to make a concrete proposal on this issue.

Michael Schultheiss points out the NPCC supports only non-profits in the NYC metropolitan area. Kaplowitz recommends SPI change the official NY office county from Albany to a NYC as NPCC.

SPI business contacts (PO box vs real address; virtual PBX)

Luca Filipozzi describes an email thread between Debian and SPI regarding a preference for physical address that is not a PO Box and a phone number that is not a individual's private phone number.

The physical address might take the form of a virtual office mail-drop address, potentially with opening/scanning and check deposit features. Filipozzi will make a concrete proposal.

Jimmy Kaplowitz notes this address should be in NYC for the benefit of NPCC.

Voting algorithm review

Luca Filipozzi would like the board to discuss and publicly acknowledge the email thread regarding the voting algorithms. Discussion of the email thread is postponed to the next board meeting due to lack of urgency.

Enumeration of open issues

Luca Filipozzi asks for an overview of all ongoing work of the board. Martin Michlmayr supplies the two biggest on going projects:

  • Finalizing newly proposed bylaws
  • Moving accounting to ledger based accounting system

Michlmayr also offer to follow up with other outstanding tasks in an email to the board list.

New directors' orientation

Andrew Tridgell and Martin Michlmayr will work together to create new director orientation documentation. Tridgell will report on the progress of this work next board meeting.

SPI in Canada

Luca Filipozzi states there are two motivations for having an SPI organization/branch in Canada:

  • Debian has a lot of equipment at the University of British Columbia.
  • DebConf17 needs an organization to marshal Canadian funds.

The general consensus is to move this discussion to the board email list.

The discussion continues briefly: Jimmy Kaplowitz states his belief that an additional Canadian SPI organization is unnecessary and will follow up with more details in an email. Dimitri John Ledkov notes a UK version of SPI might be useful in the UK / EU for tax-efficient donations.

Appointment of board officers

Martin Michlmayr received the following nominations for SPI officers:

NameRole
Martin MichlmayrPresident
Joerg JaspertVice President
Valerie YoungSecretary
Michael SchultheissTreasurer

Vote to appoint officers as proposed:

Luca FilipozziYes
Joerg JaspertYes
Jimmy KaplowitzYes
Dimitri John LedkovYes
Martin MichlmayrYes
Michael SchultheissYes
Andrew TridgellYes
Valerie YoungYes
Martin Zobel-HelasYes

Motion passed with a vote of 9 yes, 0 no, 0 abstain, 0 missing.

Any other business

Martin Michlmayr remarks there has been some discussion of having a second face-to-face board meeting in 2016, or a video conference, but no conclusion has been reached.

Adjournment

The meeting was adjourned until Thursday, September 8th, 2016 at 20:30 UTC in #spi on irc.spi-inc.org.

Appendix A: Current Board Membership

Last electedNameRole
July 2014
Martin MichlmayrPresident
July 2016
Joerg JaspertVice President
July 2015
Michael SchultheissTreasurer
July 2016
Valerie YoungSecretary
July 2016
Luca Filipozzi
July 2016
Jimmy Kaplowitz
July 2015
Dimitri John Ledkov
July 2016
Andrew Tridgell
July 2016
Martin Zobel-Helas