Board meeting, November 12th, 2018

Board members present

Jimmy Kaplowitz (Hydroxide) (President)
Luca Filipozzi (luca) (Vice President)
Michael Schultheiss (schultmc) (Treasurer)
Tim Potter (tpot) (Secretary)
Stephen Frost (Snow-Man)
Dimitri John Ledkov (xnox)
Martin Michlmayr (tbm)
Andrew Tridgell (tridge)

Board members partially present

None

Board members absent with regrets

Martin Zobel-Helas (zobel)

Board members absent

None

Board advisors present

None

Registered guests present

Jonathan McDowell (Noodles)
Hans Tovetjärn (totte)

These are the minutes for the November 12th, 2018 SPI Board Meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG.

President's Report

Thanks everyone for a productive face-to-face meeting in New York last month.

After that meeting, three of us attended the Debian cloud sprint in Seattle.
The main resulting work specifically for SPI will be to follow up with the
major cloud providers and SPI legal counsel in order to review their terms of
service and negotiate any specific wording we need in order to create accounts
to will hold legal ownership of Debian's resources and images there. There will
also be some IT team work, but mainly in an facilitative role as Debian's
sysadmin team integrates with each cloud.

I've been following up with two projects on three issues, which I'll report
anonymously here since none are public yet (this will change):

One SPI associated project is considering switching to Software Freedom
Conservancy. They held a conference call last week with Conservancy and me, and
I agree that for the way they see their needs evolving in the near future, they
will want a level of handholding and governance structure that is more in line
with their model than ours. They've been happy with our services so far and
they intend to say so publicly soon, as part of their own public consideration
of this switch.

Unrelated to their potential switch of organizational home, they noticed a
malware distributor squatting on a domain name using their trademark. Resolving
this should be a pretty straightforward ICANN UDRP dispute procedure, but
because they're considering the Conservancy switch, we'll discuss further with
them on whether they want to handle that process within SPI or after switching
to Conservancy.

Another SPI project has shifted staff to mostly be run by a for-profit entity,
although still as a legitimate free software project, and without any contact
with the current SPI liaisons. They've asked me privately about possibly ending
the relationship, merely due to disuse and lack of need and not due to any
problem. I'm working on getting them answers on what we can or can't do given
their lack of 501(c)(3) status, and on contacting one of our old liaisons for
the project to see if they're properly authorized to take over.

Otherwise, I've been busy dealing with a complicated several weeks of personal
life, as per my recent board email, and therefore haven't done the monthly
treasurer report work that I hoped for. I'll be discussing status and feasible
next steps with Tim Potter immediately following this meeting. I will be
starting a new job on December 4, at Plotly, but this should not cause a
conflict with SPI.

If like me you haven't yet, please submit your reimbursement request ASAP for
the recent face-to-face meeting. See you at the next one early next year!

Treasurer's report

We had a productive face-to-face meeting in NYC last month. We had both a treasurer sprint and general board meeting. We're very close to resolving the bottlenecks for getting periodic reports resumed and hope to have all remaining bottle necks resolved this month.

Our 2017 form 990 (federal tax filing) is due 2018-11-15 and will be filed shortly.

We're also planning another face-to-face meeting in February 2019 to get the 2018 annual report out much earlier.

We've also created an online form for reimbursements that makes it much easier to do timely reimbursements. We're also able to update the form to add currency specific questions (tax ids, etc.) Thank you to all associated projects that are already using the new form.

Secretary's report

Minutes for the face-to-face board meeting have been started but could
not be completed in time to give enough notice for board review before
the meeting.

Due to personal commitments the bylaw vote was unable to be scheduled
in time to avoid the holiday period and instead will be planned for
January. The time between now and then will be used to figure out (and
document) how to operate the voting infrastructure. tpot, jimmy and
noodles(?) to collaborate on this.

Secretary's TODO list for the next meeting:

* Complete minutes for face-to-face board meeting for December IRC
  meeting.

* Update resolutions votes on during face-to-face board meeting.

  * Vote to replace systemd resolution with intended one
  * Resolution 2018-10-05.mcs.1
  * Vote on authority to open and operate HSBC bank accounts

Outstanding minutes

Vote on Meeting Minutes for Tuesday, 10th September 2018

Luca Filipozzi	Yes
Stephen Frost	Yes
Jimmy Kaplowitz	Yes
Dimitri John Ledkov	Yes
Martin Michlmayr	Yes
Tim Potter	Yes
Michael Schultheiss	Yes
Andrew Tridgell	Yes

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

Items up for discussion

Follow-up and action items from face-to-face meeting

Agreement was reached to create a TODO list based on the face-to-face meeting minutes to discuss and assign responsibility. Tim Potter agreed to perform this in the next couple of days to avoid dragging things out until the next meeting.

Luca Filipozzi suggested that RT tickets be used in either the board or board-secret queues to help manage and track status.

Spring face-to-face meeting

Martin Zobel-Helas suggested at the October face-to-face meeting that an additional face-to-face meeting be held in February 2019 to capitalize on momentum generated in the previous meeting. A treasurer sprint was also proposed to work on finishing the annual report for 2018 in a timely manner.

Martin Michlmayr volunteered to send out polls to determine suitable dates and locations.

Any other business

There was no other business considered.

Adjournment

The meeting was adjourned until Monday, December 10th, 2018 at 20:00 UTC in #spi on irc.spi-inc.org.

Appendix A: Current Board Membership

Last elected	Name	Role
July 2016	Jimmy Kaplowitz	President
July 2018	Luca Filipozzi	Vice President
July 2018	Michael Schultheiss	Treasurer
July 2017	Tim Potter	Secretary
July 2018	Stephen Frost
September 2018	Dimitri John Ledkov
July 2017	Martin Michlmayr
July 2017	Andrew Tridgell
July 2016	Martin Zobel-Helas