Meeting agenda for Monday 11th August, 2025

This is the proposed agenda for the SPI board Meeting of Monday, August 11th 2025, to be held at 20:00 UTC in #spi on irc.spi-inc.org.

  1. Opening
  2. Roll Call
  3. President's report
    1. Election Results
  4. Treasurer's report
  5. Secretary's report
  6. Outstanding minutes
  7. Items up for discussion
    1. Bylaws Amendment Result
    2. OpenSSL as an associated project
  8. Officer Elections
  9. Any other business
  10. Next board meeting: September 8, 2025, 20:00 UTC

President's report

pending

Election Results

Count of first choices. Candidates Forrest Fleming and Héctor Orón Martínez have
reached the threshold and are elected. Candidates Borden, Jeremy Stanley, and
Jonatas Luis Nogueira are elected.

All newly elected board members must, according to
[Resolution 2016-02-10.djl.1](https://www.spi-inc.org/corporate/resolutions/2016/2016-02-10.djl.1/),
send their Conflict of Interests statement to secretary@spi-inc.org. As per
N-PCL 715-A (6)(c) the form is submitted prior to the initial election of a
director.

In case of conflict, N-PCL 715-A prevails over current SPI Bylaws.

Treasurer's report

pending

Secretary's report

pending

Items up for Discussion

Outstanding Minutes

Minutes still pending. Membership reported missing some recent logs as well. Given the need of logs in the absence of minutes, any board member present on the meetings for which no minutes or logs were produced gently requested to publish the logs in the Secretary's stead for the 2024-2025 cycle.

Bylaws Amendment Result

There are 148 eligible voters, and as such, the quorum defined on Bylaws is of 99 votes.

82 votes were received.

The amendment has therefore failed.

OpenSSL as an associated project

(From Jonatas)

# SPI resolution 2025-XX-XX.jln.1: OpenSSL as an associated project

WHEREAS

1. OpenSSL is a substantial and significant component for publicly available
   software, providing a safe internet to the general public[1].

2. SPI purposes include aid, assistance, cooperation and co-sponsoring with
   organizations and association on all issues and matters concerning the use
   of computers and computer software, insofar as aligned with SPI charitable
   goals.

3. OpenSSL Foundation would like SPI's support and assistance,
   including accepting donations, holding funds, and paying for project
   expenses, under a Model C sponsorship.

THE SPI BOARD RESOLVES THAT

4. OpenSSL is formally invited to become an SPI Associated Project,
   and this fiscal sponsorship will be made according to the appended document[2],
   which will constitute the **entire** agreement between OpenSSL Foundation and
   Software in the Public Interest, Inc.

THE SPI BOARD ALSO INFORMS FOR SAKE OF CLARITY THAT, ACCORDING TO THE AGREEMENT:

5. The OpenSSL Foundation will appoint a SPI Liaison and all successors
   to maintain contact. Failure from OpenSSL in appointing a liaison,
   or if the last known SPI Liaison for OpenSSL is unreachable and
   no new SPI Liaison is appointed for two consecutive years, is a cause
   which prevent SPI from accomplishing the objectives of the project, and
   cause termination of the agreement under section 7(b)(i) of the agreement.

6. In the event of OpenSSL Foundation being declared defunct, bankrupt, facing
   insolvency, or in any event on which OpenSSL Foundation continuity could
   be reasonably questioned or ceases to exist, including by it being absorbed by
   a for-profit corporation, SPI shall exert its variance power as reasonable,
   to ensure the restricted funds remain in the charitable assets flow and in use
   of the charitable project to which they were restricted to, as defined
   in section 3 of the agreement; and nothing shall prevent SPI from deeming that
   continued sponsorship of the Project is inconsistent with SPI's tax-exempt
   status, causing termination of the agreement under section 7(b)(ii) of the
   agreement.

7. In the event the agreement and any SPI resolution contradicts each other,
   including this resolution, the agreement itself shall prevail.

THE SPI BOARD ALSO RESOLVES THAT

8. This invitation will lapse, if not accepted, 60 days after it is
   approved by the SPI Board. The invite will be considered accepted once the
   contract is signed by an authorized representative of both parties.

[1]: https://spi-inc.org/meetings/agendas/2025/OpenSSL_Activities.pdf
[2]: https://spi-inc.org/meetings/agendas/2025/FSA_OpenSSL.pdf

Officer Elections

Officers are elected for one year, with their term starting and ending in August.

Other Business

This is a list of anything marked as "outstanding" or "in progress" in the spi-board in the previous month. Things in progress from before this month are not present, unless they were bumped. Not everything is present. These items are only discussed if a director asks about them; otherwise they're here for transparency only. (Some of these are from August).

  • Windows Code Signing Certificate
  • Communication Committee and Secretary
  • Difficulties reaching out to MinGW
  • More pending association requests, from oldest to newest: iCn3D, OSHIE, CoMaps, U-boot.
    • iCn3D: Waiting for reply from project
    • Open Source Heathcare Integration Engine: Waiting for SPI
    • CoMaps: Waiting for SPI
    • U-boot: Waiting for SPI
    • Work Rooms Project: Misreceived via membership application #3310
  • Pending membership requests (due to membership vote restrictions)
  • Need to better specify how membership votes are done
  • Reported difficulty from CMs in accessing spi-private
  • Reported difficulty from "IRC registration instructions" concerning elections
  • Possible contradictions between Resolution 2004-08-10.dbg.2/, SPI By-laws, current practice and possibly the applicable law given its age.
  • Treasurer reports, graphs balances, and other stuff Héctor is working on
  • STF sponsorship to associated project, and Kassia as point-of-contact
  • General discussion about TDF new Conflict of Interest policy and Code of Ethics, and what SPI can learn or improve from it
  • Removal of Yourcause UK, as deliberated in the previous meeting and advised by accounting team
  • Malpractice: Replies to spi-announcement should go to spi-general (need to document this better)
  • Apple Developer Program successful renewal
  • X.Org grant letter pending (Necessary to finish deboarding; Jonatas is waiting for the exact value to send the minute to the SPI Treasury Team)
  • Lack of policy regarding "late invoices". Specially after calendar year closes, but in some cases it makes difficult to do proper accrual of expenses on the date they were incurred as mandated by IASB.
  • Lack of a written, adequate and comprehensive accounting policies by SPI.
  • Board is supposed to periodically redo the due diligence on associated projects. Right now, Board's periodic diligence happens during the annual report preparation, but it is undocumented and might not be sufficient to address all compliance concerns, specially given currently, not all directors participate.
  • Donor restricted funds and the accounting challenges concerning them
  • Audit 2024 currently in progress, check treasurer report
  • SPI Privacy Policy is ready but remains unpublished (does this needs Board?)
  • No progress on arbitral clauses question (Jonatas forgot to send the email)