20:01 < Hydroxide> *GAVEL*
20:01 < Hydroxide> [item 1, Opening]
20:01 < Hydroxide> Welcome to today's Software in the Public Interest annual general meeting of the members and board meeting, which is now called to order.
20:01 < tpot> Looks like the questions are answered.
20:01 < Hydroxide> Today's agenda can be found on the web at https://spi-inc.org/meetings/agendas/2019/2019-07-08/
20:01 < Hydroxide> [item 2, Roll Call]
20:01 < Hydroxide> Directors please state your name
20:01 < Hydroxide> Guests, please state your name if you wish your attendance to be recorded in the minutes of this annual general meeting.
20:01 < schultmc> Michael Schultheiss
20:01 < Hydroxide> Jimmy Kaplowitz
20:01 < tpot> Tim Potter
20:01 < tridge> Andrew Tridgell
20:01 < Nikerabbit> Niklas Laxström
20:02 < tbm> Martin Michlmayr (guest)
20:02 < Nikerabbit> (I'm guest too)
20:02 < tpot> (Snow-man says he will be a few minutes late)
20:02 < Hydroxide> count so far is 4 directors, 2 guests, 1 director arriving soon
20:03 < Hydroxide> I'll ping luca.
20:05 < luca> Luca Filipozzi
20:06 < Snow-Man> Stephen Frost
20:06 < Snow-Man> (sorry about running a bit late)
20:06 < Hydroxide> great, that's quorum for the board member aspect of this. other SPI members who wish to have their attendance recorded, feel free to /msg tpot as time permits.
20:06 < Hydroxide> [item 3, President's Report]
20:07 < Hydroxide> On the monthly scale, this month has been pretty calm with regard to president activities. Looking back at the whole year, we've done a lot: 2-3 paid contracts helping us move a lot faster, an audit, many new projects, some departing ones.
20:08 < Hydroxide> (The audit is a CPA financial audit initiated by us. No regulatory or other government agency is giving us problems.)
20:08 < Hydroxide> And yes, some director and officer turnover. I should thank tbm once again for serving as president before me, and should note here that I am stepping down from the board at the end of this month (and as president in August) due to the rest of my life getting bust.
20:09 < Hydroxide> *busy
20:09 < Hydroxide> Thanks and best wishes.
20:09 < Hydroxide> [item 4, Treasurer's Report]
20:09 < Hydroxide> err, pausing for questions if anyone has them
20:10 < Hydroxide> ok, schultmc, go ahead
20:10 < schultmc> Tremendous thanks to Martin Michlmayr (tbm) for his work on SPI's treasury processes and his work with our CPA's firm on preparing for our financial audit. The audit materials were turned over to the auditor late last month.
20:10 < schultmc> Also thank you to tbm for preparing our monthly reports and getting us caught up on reporting.
20:10 < Hydroxide> yes, bravo *clap* it's very helpful
20:11 < Hydroxide> other things to mention, schultmc?
20:11 < schultmc> Online access has been obtained for our Ameriprise account which will help with timely reporting of that account's information.
20:12 < Hydroxide> great.
20:12 < schultmc> </done>
20:12 < Hydroxide> schultmc: are the june 2019 monthly reports still being worked on?
20:13 < Hydroxide> I'm really glad tbm has caught us up so much that I'm only asking about june and not a lot of months :) 
20:13 < schultmc> Hydroxide: yes, they're still being worked on
20:13 < Hydroxide> great. other questions or comments for schultmc?
20:14 < Hydroxide> [item 5, Secretary's report]
20:14 -!- Noodles [~noodles@the.earth.li] has joined #spi
20:14 < Hydroxide> tpot, over to you
20:14 < tpot> We are in the nomination period for 3x board positions which are expiring this month.
20:14 < tpot> Have received a few nominations already.
20:15 < tpot> I just realised that my announcement message was incorrect. The positions open are President, General Director and Secretary.
20:15 < tpot> I mentioned general director twice in the email so will send out a correction.
20:15 < tpot> EOF
20:15 < luca> tpot: we don't work that way
20:15 < Snow-Man> aren't all officiers re-elected after elections..?
20:15 < Hydroxide> tpot: still not exactly right... the july elections are not about officers at all. they're just about board members whose seats are expiring. we are all elected as general directors
20:16 < Hydroxide> tpot: in august, the new board (continuing and newly elected members) elects all four officer positions for the following year
20:16 < luca> the election is for board positions; after the election, the new board elects officers
20:16 < Hydroxide> at the monthly board meeting.
20:16 < Snow-Man> yeah
20:16 < tpot> ok - some more corrections needed. )-:
20:17 < Hydroxide> normally, the old president presides over the meeting at least up to the point where the new president is elected, given the precedent of what happened when bdale stepped down from both the president and director roles. I am available to do this, though I wouldn't count toward director quorum at that point.
20:18 < Hydroxide> if I have to cancel, I think our VP will still be VP at that moment for the same reason as I'll be president.
20:18 < Hydroxide> thanks tpot for running the election, despite the corrections! any other questions or comments for tpot?
20:18 < Hydroxide> I do want to encourage any SPI contributing member who wants to run to submit a nomination as per the emailed announcement to spi-announce. it's not a problem if we have more nominations than seats, and indeed it's good.
20:19 < Hydroxide> [item 6, Outstanding minutes]
20:19 < Hydroxide> I think we have one set ready to vote on today, tpot?
20:19 < tpot> Correct, as mentioned in the agenda.
20:20 < tpot> Voting started, 6 people (tpot,tridge,schultmc,hydroxide,luca,snow-man) allowed to vote on Accept minutes for meeting on Monday 10th June 2019. - You may vote yes/no/abstain only, type !vote $yourchoice now.
20:20 < Hydroxide> any questions or comments for tpot about the minutes before he starts the vote?
20:20 < Hydroxide> ok
20:20 < Hydroxide> !vote yes
20:20 < tpot> sorry
20:20 < luca> !vote yes
20:20 < tpot> !vote yes
20:20 < Snow-Man> !vote yes
20:20 < schultmc> !vote yes
20:20 < tridge> !vote yes
20:20 < tpot> Current voting results for "Accept minutes for meeting on Monday 10th June 2019": Yes: 6, No: 0, Abstain: 0, Missing: 0 ()
20:20 < tpot> Current voting results for "Accept minutes for meeting on Monday 10th June 2019": Yes: 6, No: 0, Abstain: 0, Missing: 0 ()
20:20 < tpot> Voting for "Accept minutes for meeting on Monday 10th June 2019" closed.
20:21 < Hydroxide> ok, minutes approved
20:21 < tpot> Thanks everyone
20:21 < Hydroxide> [item 7, Items up for discussion]
20:22 < Hydroxide> Let's do this one slightly ad-hoc: first, the overlooked Translatewiki.net resolution which was determined right before this meeting to be ready for a vote and which has been deferred several times. then, give members an explicit chance to speak before we go to item 8 (AOB)
20:23 < Hydroxide> So, [item 7.1] Translatewiki.net resolution. tpot, can you take a moment to add the resolution to the agenda and tell us to refresh? we could defer yet again due to this but I hate to make Nikerabbit wait even longer on what is almost certainly a non-controversial vote. but if people want to defer we absolutely can.
20:23 < tpot> ok
20:23 < Hydroxide> thanks. while you do that, luca may be well positioned to provide context here or offer other comments, since he was the board member who sponsored this resolution
20:23 < Snow-Man> (would be really nice if there was a way to accept these things without waiting for a board meeting/vote...)
20:24 < Hydroxide> Snow-Man: if something needs a board resolution, we either need to do it at a meeting or need to do unanimous email/written votes with all 9 board members putting some legally valid signature to their affirmative consent
20:25 < Snow-Man> Hydroxide: How do we make that simpler then?
20:25 < luca> Hydroxide: i don't have additional comments regarding TranslateWiki
20:25 < Hydroxide> Snow-Man: we can't change the second one since that's a legal requirement, but that doesn't have to be a fancy e-signature app or GPG, it can probably be emails stating the name at the bottom or similar. anyway, we could make a way for a committee to accept associated projects instead of using resolutions
20:25 < Snow-Man> Committee of the board, for example, which is smaller and is delegated authority for specifically this review/action
20:26 < Hydroxide> right. that's certainly an option. I think Conservancy uses a committee for their equivalent procedure
20:26 < Snow-Man> and yes, via email would be much preferred..
20:26 < zobel> iek...
20:26 < zobel> forgot the meeting.
20:27 < Hydroxide> normally a monthly cadence works fine for our associated project volume
20:27 < zobel> Martin Zobel-Helas
20:27 < Snow-Man> Hydroxide: it's..  alright, but being more responsive would be nicer. :)
20:27 < Hydroxide> zobel: welcome. we're in item 7 on the agenda, which we're handling ad hoc as I said at :22-:23 above
20:28 < tpot> Agenda updated
20:28 < tpot> It's a bit rough - no resolution number but I will update that post-meeting
20:28 < Hydroxide> ok, everyone please refresh the agenda and take a moment to look at the translatewiki.net resolution
20:29 < Hydroxide> then if you are comfortable proceeding to a vote on it, we can do so
20:30 < Hydroxide> thanks tpot for doing that update. it looks fine to me, though let's give other directors a chance to react, and maybe proceed to a vote at :32 if nobody has concerns first
20:30 < tpot> ok - waiting for a bit
20:30 < Snow-Man> lgtm
20:30 < Hydroxide> Nikerabbit can answer any questions on behalf of translatewiki.net
20:30 < Snow-Man> (can I ask if they wanna help the PostgreSQL project? ;)
20:31 < zobel> lgtm
20:31 < Nikerabbit> Snow-Man: sure if it is something we know how to help with
20:32 < Snow-Man> Nikerabbit: maybe discuss outside of this.  We use .po files and such.
20:32 < Hydroxide> ok, ready to vote?
20:32 < tpot> Voting started, 7 people (tpot,tridge,schultmc,hydroxide,luca,snow-man,zobel) allowed to vote on Translatewiki as an associated project. - You may vote yes/no/abstain only, type !vote $yourchoice now.
20:32 < Hydroxide> !vote yes
20:32 < Snow-Man> !vote yes
20:32 < tpot> !vote yes
20:32 < zobel> !vote yes
20:32 < tridge> !vote yes
20:33 < schultmc> !vote yes
20:33 < luca> !vote yes
20:33 < tpot> Current voting results for "Translatewiki as an associated project": Yes: 7, No: 0, Abstain: 0, Missing: 0 ()
20:33 < tpot> Voting for "Translatewiki as an associated project" closed.
20:33 < tpot> hooray!
20:34 < Hydroxide> vote passes. translatewiki.net is invited to become an SPi associated project
20:34 < Snow-Man> +1
20:34 < Hydroxide> Nikerabbit: do you accept on behalf of translatewiki.net?
20:34 < Hydroxide> (you have 60 days to do so, but immediate is often convenient)
20:34 < Hydroxide> ah
20:34 < Hydroxide> the resolution requires a majority vote
20:34 < Hydroxide> of the translatewiki.net core team
20:34 < Hydroxide> Nikerabbit: so please email board@spi-inc.org to accept once that has happened
20:34 < Hydroxide> thanks, and pending that result, welcome!
20:35 < Nikerabbit> Hydroxide: yep, I will do, thanks!
20:35 < Hydroxide> great.
20:35 < Hydroxide> [item 7.2. Opportunity for member business]
20:36 < Hydroxide> Agenda item 8, Any other business, is a standard board meeting item for other director business. But since this is an annual general meeting, let's take a moment to open up the floor
20:36 < Hydroxide> Do any members in attendance want to bring up any topic, ask any questions, or similar?
20:36 < Hydroxide> Please speak up if you do.
20:37 < Hydroxide> if nobody speaks up by, say, :39, we'll proceed.
20:37 < zobel> not 100% ontopic here, but i hope to be back by now. health was a bit unsteady/shaky the last weeks.
20:37 < Snow-Man> just an fyi, but I'm on vacation next week and so won't really be around.
20:39 < Hydroxide> [item 8, Any other business]
20:39 < Hydroxide> I guess we just started this in item 7.2, but do any directors have any other topics they want to bring up?
20:39 < Hydroxide> zobel: welcome back indeed! so glad your health is recovering.
20:39 < Hydroxide> Snow-Man: enjoy the vacation :) 
20:39  * schultmc reached out to our IT contractor for a status update on our IT infrastructure migration. He's been busy with work recently but hopes to have time for SPI work in the next week.
20:40 < Hydroxide> schultmc: great. can you contact board@ this week with a proposal on what to do with his contract? my memory is that it expires at end of July
20:41 < Hydroxide> I am happy to sign some extension if it works for both you and him.
20:41 < schultmc> will do
20:41 < Hydroxide> thanks.
20:41 < Hydroxide> okay, any other business?
20:41 < Hydroxide> [item 9, Next board meeting]
20:42 < Hydroxide> The usual time would be August 12th, 2019, 20:00 UTC. This works for me. Does it work for other directors?
20:42 < schultmc> works for me
20:42 -!- tpot changed the topic of #spi to: Next SPI board meeting is on August 12th 2019, 20:00 UTC
20:42 < Snow-Man> wfm
20:42 < Hydroxide> Great, I'll see the new board at August 12th, 2019, 20:00 UTC. Thanks to everyone on the current board for your service to SPI, and to our members for your attention to SPI.
20:43 < Hydroxide> *GAVEL*