Meeting agenda for Monday 10th April, 2023

This is the proposed agenda for the SPI board meeting of Monday, April 10th 2023, to be held at 20:00 UTC in #spi on irc.spi-inc.org.

  1. Opening
  2. Roll Call
  3. President's report (Michael Schultheiss)
  4. Treasurer's report (Héctor Orón Martínez)
  5. Secretary's report (Forrest Fleming)
  6. Outstanding minutes
  7. Items up for discussion
    1. Amendment of resolution 2009-11-04.jmd.1
    2. Compile Farm as an Associated Project
    3. Conflict of Interests
    4. Steamworks Account
    5. Dissolve defunct committees
    6. Contract questions/discussion
  8. Any other business
  9. Next board meeting: May 8, 2023, 20:00 UTC

President's report

pending

Treasurer's report

pending

Secretary's report

Thank you to everyone who has provided your conflict of interest form. If you have not yet done so, please provide your CoI form to fsf. Thank you to Jonatas, Zach, and others for your continued support with secretarial duties.

Outstanding minutes

pending

Items up for Discussion

Amendment of resolution 2009-11-04.jmd.1

“Whereas Consideration #3 has been false since at least 2015, update the procedures as the election is no longer strictly required for contributing membership expiry.”

Compile Farm as an Associated Project

SPI resolution 2023-03-31.zv.1

WHEREAS

1. Compile Farm is a substantial and significant Free Software project.
   The Compile Farm project helps free software developers to build,
   test, and debug their code. To this end, the project maintains
   machines with a wide variety of architectures and operating systems.

2. Compile Farm developers would like SPI's support and assistance, including
   accepting donations and holding funds, holding substantial and intangible assets,
   and legal assistance.

THE SPI BOARD RESOLVES THAT

3. Compile Farm 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. Zach van Rijn is recognised by SPI as the authoritative decision maker
   and SPI liaison for Compile Farm.  Successors will be appointed by vote
   by the core team. The SPI Board reserves the right to break ties.

5. If the last known SPI liaison for Compile Farm is missing in action,
   and no new SPI liaison is appointed for two consecutive years the
   associated project is deemed defunct.

6. In such a circumstance, the SPI Board will, in its good-faith discretion,
   proceed as follows: the Board will identify one or more other SPI associated
   projects or 501(c)(3) charities which can accept the project's assets and
   use them for a similar purpose, and transfer the assets to the identified
   destination or destinations as feasible. Assets for which no such transfer
   can be arranged within a reasonable time will become part of the SPI general
   fund.

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

Conflict of Interests

There are questions regarding whether the N-PCL Modernization Act, or any applicable New York law, requires special handling of Compile Farm's Application to become an Associated Project, due to a potential Conflict of Interest. Details regarding this matter may be found here:

https://gitlab.com/spi-inc/website/-/merge_requests/25

Additional documentation has been shared on the Board mailing list, in particular the message "Navigating Possible CoI w.r.t. Compile Farm", proposing mitigation strategies to avoid an appearance/actual Conflict.

Steamworks Account

The Battle for Wesnoth and The Mana World have both requested a SPI controlled Steamworks account. This requires signing a Non Disclosure Agreement, and after this, a few confidential contracts such as the Developers Agreement.

I would like to request SPI to assign someone to review these contracts and sign them on SPI's behalf, or relay them to the Board for deliberation if they contain problematic clauses, through the private lists due to the sensitive nature of the Non Disclosure Agreement.

Dissolve defunct committees

The By-Law Committee, the Trademark Committee and the Open Source Committee have been defunct for the past two decades and are not mandated by the By-Laws.

Two of them have an upkeep to keep mailing lists around which have not seen activity from ten to twenty years, which would be better archived.

It is resolved that:

The By-Law Committee, the Trademark Committee, and the Open Source Committee
charters be revoked and the committee be abolished.

Contracts questions/decisions

How can we best unblock the following?