2006-08-15

This is the proposed agenda for the Annual Board meeting of August 15th, 2006, to be held at 19:00 UTC in #spi on irc.spi-inc.org.

Opening
Roll call
1. Apologies received from Josh Berkus and Bdale Garbee
President's report (Bdale Garbee)
Treasurer's report (Josh Berkus)
Outstanding minutes
Items up for discussion:
1. Further on Debian trademark in Spain? (Resolution 2006-04-03.jfsp.1)
2. Attendance Policy (Resolution 2006-08-07.dbg.2)
3. Accepting freedesktop.org as Associated Project (Resolution 2006-08-15.bg.1)
4. Tax filing and book keeping status? (Jimmy)
5. Website rebuild
6. Items requesting comment from the DPL - see discussion
Next board meeting - Tuesday, September 19th, 2006

President's Report

(none)

Treasurer's Report

(none)

Discussion appendix

Since there's a new board, I thought it might be a reasonable time to
go back over some of the issues that Debian would appreciate SPI input on:

    1) Response to concerns related to the acceptance of Sun Java into
       non-free, see:
           From: John Goerzen <jgoerzen@complete.org>
           Date: Wed, 7 Jun 2006 18:28:22 -0500
           Subject: Questions about Java license and related questions
           Message-ID: <20060607232822.GA31686@katherina.lan.complete.org>

    2) Response to concerns related to interaction between Debian developers
       and citizens of embargoed countries, see:
           From: Anthony Towns <aj@azure.humbug.org.au>
           Date: Fri, 9 Jun 2006 17:47:49 +1000
           Subject: Debian in embargoed countries
           Message-ID: <20060609074749.GB1408@azure.humbug.org.au>

    3) Response to concerns related to online harassment, see:
           From: Steve Langasek <vorlon@debian.org>
           Date: Fri, 9 Jun 2006 17:04:51 -0700
           Subject: request for assistance with ongoing harassment
               [debianwomenpassaway@yahoo.com: Debian women: please pass away.]
           Message-ID: <20060610000450.GN13192@mauritius.dodds.net>

    4) Precise accounting of funds held for the benefit of the Debian
       project (my imprecise estimate is $0, split between -$50,000 for
       debconf, and +$50,000 for misc debian use, which will obviously
       only be useful when the HP money makes its way in)

    5) Is there any sort of online/electronic report of donations from
       Click & Pledge that can be made available?

    6) I think Debian would appreciate it if SPI would formally comment
       on the asset handling changes proposed on debian-vote, to ensure we
       can maintain a friendly and consultative relationship. (Even if the
       comment is just "yup, that's fine by us!" or whatever) See the threads
       related to:
           From: Manoj Srivastava <srivasta@debian.org>
           Date: Thu, 20 Jul 2006 20:12:54 -0500
           Subject: Constitutional Amendment GR: Handling assets for the project
           Message-id: <87r70f92w9.fsf@glaurung.internal.golden-gryphon.com>

           http://lists.debian.org/debian-vote/2006/07/msg00005.html

Resolutions

Resolution 2006-04-03.jfsp.1: Debian trademark in Spain

WHEREAS

1. The Debian trademark in Spain is currently held by Jesus Martinez which
  has no association with either the Debian project or SPI Inc.

2. The SPI trademark committee wants to register the Debian trademark EU-wide
  and any registration in an EU country will stall the process

3. Mr. Martinez has been contacted by the "Debian Spain" association and
  by Javier de la Cueva and has rejected to transfer the trademark over to
  SPI unless the following terms are met:
      * Deletion of all Internet web pages with prior references to
        Mr. Martínez trademark appropriation.
      * Payment of 3,000 Euros as a fee for having made the defense of
        the trademark and the costs.
      * SPI letter granting him the rights to use perennially the trademark
        "Debian".

4. The SPI Board considers the transfer term unacceptable.

THE SPI BOARD RESOLVES THAT

5. SPI will initiate legal actions against Mr. Martinez.

6. SPI will provide a notarized and apostilled Power of Attorney to
  the Spanish lawyer Javier de la Cueva, who will act in a Pro Bono basis,
  and will litigate on behalf of SPI.

7. SPI will provide certificates of the trademark registry and any other
  relevant documents to Javier de la Cueva needed to provide
  documentary evidences necessary to defend the case.

Resolution 2006-08-07.dbg.2

This resolution supersedes 2001-09-17.br.

1. WHEREAS the Board of Directors of Software in the Public Interest is
responsible for the operation of the organisation;

2. and WHEREAS the Board of Directors performs its business at its
meetings;

3. and WHEREAS Board members are expected to attend all meetings;

4. and WHEREAS Board members who do not attend a reasonable number of
meetings can prevent the Board from carrying out its duties;

The Board of Directors hereby resolves that:

5. The Accounting Period for this Attendance Policy shall be one year,
ending with the most recent Board meeting, including any meeting in
session;

6. All Board members shall be recorded in the meeting minutes of all board
meetings while they are members as having an attendance status that is one
of:
  a. Absent,
  b. Absent, with regrets,
  c. Present, with exception,
  d. Present;

7. A Board member who fails to attend a valid Board meeting, and who has
not sent the Board regrets for the meeting at least twenty-four (24) hours
prior to the scheduled start of the meeting, shall be marked as: "Absent",
but may, by a vote of the Board at the time the Minutes are being approved
for that meeting be marked as "Absent, with regrets" without notice having
been received should the Board be satisfied that reasonable notice was not
possible;

8. A Board member who fails to attend a valid Board meeting, but who has
sent the Board regrets at least twenty-four (24) hours prior to the
scheduled start of the meeting, shall be marked as: "Absent, with
regrets";

9. A Board member who attends a valid Board meeting shall be marked as
"Present", but shall be marked as "Present, with exception" if he does
not:
  a. Register as present during Roll Call, and
  b. Participate or actively abstain in all votes, and
  c. Respond to all Quorum Calls called for by the meeting Chair;

10. A Quorum Call may be called by the meeting Chair at any time during a
meeting if he reasonably believes that the number of members still
attending are insufficient to retain Quorum, and all members present must
respond in acknowledgement of their presence. Such Quorum calls and their
results shall be recorded in the meeting Minutes;

11. All Board members shall be considered "Present" for all meetings for
the year prior to their first appointment to the Board;

12. A Board member shall be asked to resign from the Board, and may be
subject to a removal hearing if the Board member is
  a. marked as "Absent" for the greater of 20% or three Board meetings
during the accounting period, or
  b. marked as "Absent, with regrets" for the greater of 40% or five Board
meetings during the accounting period, or
  c. not marked as "Present" for the lesser of 50% or seven Board meetings
during the accounting period;

13. This resolution and all its effects shall take place effective with
the passage of this resolution, with no action being taken for attendance
records prior to its implementation.

SPI resolution 2006-08-15.bg.1

WHEREAS

 1. Freedesktop.org is a substantial and significant Free Software project,
    that also offers services to a number of other substantial and significant
    Free Software projects, including X.org and Mesa.

 2. The Freedesktop.org developers would like SPI to take donations for
    purposes related to Freedesktop.org activities.

THE SPI BOARD RESOLVES THAT

 3. Freedesktop.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 https://www.spi-inc.org/corporate/resolutions/2004/2004-08-10.iwj.1

 4. Keith Packard is recognised by SPI as the current authoritative
    decisionmaker in the Freedesktop.org project.

 5. This invitation will lapse, if not accepted, 60 days after it is
    approved by the SPI Board.