Board Meeting, September 12th, 2016

Board members present

  • Martin Michlmayr (tbm) (President)
  • Joerg Jaspert (Ganneff) (Vice President)
  • Michael Schultheiss (schultmc) (Treasurer)
  • Valerie Young (spectranaut) (Secretary)
  • Luca Filipozzi (luca)
  • Jimmy Kaplowitz (Hydroxide)
  • Dimitri John Ledkov (xnox)
  • Andrew Tridgell (tridge)
  • 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)
  • Jonathan McDowell (Noodles)

These are the minutes for the September 12th, 2016 SPI Board Meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG.

President's Report

Onboarding material has been created for new directors. See onboarding.

Treasurer's report

Michael Schultheiss and Martin Zobel-Helas hope to be caught up on outstanding reports by next meeting. Federal and NYS taxes were filed before the August 15th deadline.

Secretary's report

Valerie Young had nothing to report.

Outstanding minutes

Vote on Meeting Minutes for 11th August 2016:

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.

Items up for discussion

Directors and officers liability insurance update

Martin Michlmayr sent an email to the Nonprofit Coordinating Committee of New York (NPCC) to clarify whether member non-profits must be located in specific counties of New York State. He hopes to hear back by next meeting.

Voting algorithm review

Martin Michlmayr suggest we revisit the question of voting algorithm at the next face-to-face board meeting.

Onboarding material update

On boarding material has been created for new directors and project liaisons. Andrew Tridgell will expand the project liaison onboarding with information about PayPal and the donation process. See onboarding for project liaisons.

Assignment of a new sponsor for the Open Fashion Foundation

Martin Michlmayr volunteered to be the sponsor of Open Fashion Foundation's application to SPI.

Resolution 2016-09-12.jrk.1: Canadian bank account for SPI

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

Motion passed with a vote of 7 yes, 0 no, 2 abstain, 0 missing.

Any other business

Jimmy Kaplowitz will revise bylaws based on member feedback and report on changes next meeting. Valerie Young will create a Doodle poll regarding a potential face-to-face board meeting.

Adjournment

The meeting was adjourned until Monday, October 10th, 2016 at 20:00 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

Appendix B: Resolutions

Resolution 2016-09-12.jrk.1: Canadian bank account for SPI

WHEREAS

1. Debian has expressed multiple needs for a Canadian dollar account with a
Canadian bank, including a time-sensitive need for the 2017 Debian conference;

2. Such an account could be useful to other SPI projects once it exists;

3. Preliminary explorations specific to Canada indicate that the way to
accomplish this with the least hassle is for SPI to open the Canadian bank
account directly, rather than creating a separate legal entity;

4. Preliminary explorations further indicate that SPI can rely on the US-Canada
tax treaty to file for exemption from Canadian income tax;

5. At the August 11, 2016 SPI board meeting, SPI directors generally expressed
a consensus that having a presence in Canada would be useful;

6. Jimmy Kaplowitz and Luca Filipozzi are the SPI directors who have expressed
the most interest in having this account exist;

THE SPI BOARD RESOLVES THAT

1. Subject to paragraphs 2 through 4 below, Jimmy Kaplowitz and Luca Filipozzi,
acting jointly on SPI's behalf, are authorized and directed to:

a) Gather any needed professional advice and informal information on what time
commitment, obligations, and expenses would be incurred by SPI increasing its
nexus with Canada through the opening of a Canadian bank account;

b) Gather the corresponding answers with respect to Quebec specifically, since
Quebec is the only province in Canada that operates its own separate tax
authority, and since DebConf17 will be taking place in that province;

c) If the answers seem acceptable to them, consult with the Treasurer (and
preferably Martin Zobel-Helas as Assistant Treasurer) to ensure that the
Treasurer is okay with the answers;

d) If the answers seem acceptable to the Treasurer as well as them, file any
necessary paperwork with the Canadian and Quebec tax authorities to claim
exemption from income tax, and identify one or more suitable Canadian bank
account options denominated in Canadian dollars;

e) If subparagraph d) has been completed, consult with the Treasurer (and
preferably the Assistant Treasurer) to make a choice of one or more bank
account(s);

f) Once the choice of bank account(s) has been agreed with the Treasurer, open
the bank account(s), with each of them individually, as well as the Treasurer
and Assistant Treasurer individually, having signing authority.

2. The authorization from paragraph 1 shall expire on August 31, 2017. It shall
allow expenditure from SPI general funds of up to 2000 US dollars for purposes
such as professional advice and government filing fees. The existing practice
of reimbursing reasonable administrative expenses such as postage and
photocopying shall not count against the $2000 limit. Any other authorities for
expenditure shall remain similarly undisturbed and separate, including
Resolution 2004-05-04.dbg.2.iwj.1: Expedited financial problems solving.

3. Since the current needs are exclusively for the Debian project, Jimmy
Kaplowitz and/or Luca Filipozzi will ask Debian if it would be willing to
reimburse SPI's general fund for some of the above expenses, accepted at the
discretion of the Treasurer or Assistant Treasurer. The account will
nevertheless be useful enough to SPI projects broadly that this is not a
prerequisite to proceed.

4. The new Canadian bank account will be opened with such SPI general funds as
the Treasurer or Assistant Treasurer deems appropriate, and with such
associated project funds (likely Debian) as the corresponding project liaisons
deem appropriate.