21:00 < schultmc> *GAVEL* 21:00 < schultmc> [item 1, Opening] 21:00 < schultmc> Welcome to today's Software in the Public Interest Board Meeting, which 21:00 < schultmc> is now called to order. Today's agenda can be found on the web at: 21:00 < schultmc> https://www.spi-inc.org/meetings/agendas/2020/2020-06-08/ 21:01 < schultmc> [item 2, Roll Call] 21:01 < schultmc> Directors, please state your name 21:01 < Snow-Man> Stephen Frost 21:01 < schultmc> Guests, please /msg your names to me if you wish your attendance to be 21:01 < schultmc> recorded in the minutes of this meeting. 21:01 < fsf> Forrest Fleming 21:01 < schultmc> . 21:01 < schultmc> tpot sent regrets. I'm not aware of any others. 21:01 < lamby> Chris Lamb 21:01 < schultmc> Michael Schultheiss 21:01 < tridge> Andrew Tridgell 21:02 < Snow-Man> I ping'd luca on signal.. 21:02 < luca> Luca Filipozz 21:02 < Snow-Man> :) 21:02 < luca> Luca Filipozzi, even 21:02 < zumbi> Héctor Orón MArtínez 21:02 < schultmc> we're quorate - others can join if available 21:02 < Snow-Man> +1 21:02 < schultmc> [item 3, President's Report] 21:02 < schultmc> Continued thanks to SPI Vice President, Stephen Frost, for handling 21:02 < schultmc> contracting with SPI's current and potential contractors. Stephen 21:02 < schultmc> continues to do a fantastic job working with our contractors and 21:02 < schultmc> legal counsel. As I understand it, we are close to resolving the 21:02 < schultmc> contract issues with our pending contractors. 21:02 < schultmc> . 21:02 < schultmc> I'll be reaching out to Stephen Frost and Timothy Potter this week 21:03 < schultmc> to finalize the setup of our Merrill Lynch account. 21:03 < Snow-Man> I can provide a bit of additional comments on that 21:03 < schultmc> +1 21:03 < luca> to be clear, this includes contractors for projects, where they've asked 21:03 < luca> and also for SPI itself... IT contractor 21:04 < Snow-Man> We're working with our proposed IT contractor to get them on-board, with an expectation to have something signed this week (it's been reviewed by both sides and is at least notionally acceptable, though of course nothing is final without signatures :) 21:04 < lamby> Do we have an ETA on the IT contractor at all? I think we have had two entirely (?) separate pings on this in the past week so it would be nice ... ahh nice 21:04 -!- JamesPattison <~auturgy@2001:8003:1901:c00:29c3:854:497:1f46> has joined #spi 21:04 < luca> thanks 21:04 < lamby> Can I followup to the two tickets mentioning that this is very much in progress? Naturally with no promise, as you imply. 21:05 < luca> if we mentioned it here, it can go in the ticket 21:05 < Snow-Man> We're also working with counsel to customize our MSA to fit the needs of one of the projects who has approached us about hiring contractors and are actively working with counsel and the project. Hopefully we'll have an agreement regarding the MSA changes this week and will be able to bring those contractors on soon after. 21:05 < Snow-Man> Those are the updates I have regarding contractors. 21:05 < schultmc> excellent news. Thank you again for spearheading this process 21:05 < lamby> MSA = Master service agreement. 21:06 < Snow-Man> yes. :) 21:06 < lamby> Inclusive language, of all forms. ^_^ 21:06 < luca> mass storage array 21:06 < schultmc> [item 4, Treasurer's Report] 21:06 < schultmc> zobel isn't currently here. 21:06 < schultmc> . 21:06 < schultmc> Thank you to Héctor Orón Martínez (zumbi) for stepping up as Assistant Treasurer. 21:06 < schultmc> zumbi has processed a large portion of the backlog. 21:06 < schultmc> . 21:06 < schultmc> I had a conference call with SPI's new business representative at Chase bank. 21:06 < schultmc> She will be our point of contact for issues with the bank going forward. She'll 21:06 < luca> thanks, zumbi 21:06 < schultmc> reach out to various departments internally so we don't have to wait on hold 21:06 < schultmc> for hours to reach those departments via the public phone tree. 21:06 < schultmc> . 21:06 < schultmc> The SPI treasury team is continuing to process requests and is striving for 21:06 < schultmc> more timely ticket handling. The backlog is being processed but if there are 21:06 < schultmc> any board members who would like to assist with treasury tasks, additional 21:06 < schultmc> help is always welcome. 21:06 < schultmc> . 21:07 < schultmc> Additionally, we are in the process of working on auditing SPI's 2019 books and completing our 2019 tax filings with the IRS and New York State. 21:07 < Snow-Man> schultmc: can you articulate what's needed from a board member in the way of assisting with the backlog..? 21:07 < lamby> ++zumbi 21:07 < schultmc> Snow-Man: reviewing tickets and making sure they have the needed information for reimbursement is extremely helpful 21:08 < Snow-Man> schultmc: isn't that something tbm's already doing..? 21:08 < Snow-Man> or which we could have someone who isn't a board member do? 21:09 < schultmc> tbm's been doing that but if someone else could assist or take over that task, tbm could focus on other items such ad gathering data for the audit 21:09 < Snow-Man> If tbm's busy with other tasking then we should get the MSA to Sabrina (?) perhaps? 21:09 < zobel> Martin Zobel-Helas 21:09 < zobel> sorry for being late. 21:09 < Snow-Man> zobel: no worries at all. 21:09 < schultmc> no problem - welcome 21:09 < lamby> hey zobel 21:10 < schultmc> The auditing firm did suggest we have an audit committee. I recommend myself, zobel, and zumbi to start 21:10 < zumbi> Welcome Martin! 21:10 < Snow-Man> wfm 21:10 < zobel> wfm 21:10 < lamby> +1 21:10 < zumbi> +1 21:10 < Snow-Man> Another option would be to perhaps prioritize tbm's efforts differently, if it would mean we're then being more responsive to our projects. 21:10 < luca> the audit committee is meant to provide oversight to treasury? 21:11 < schultmc> luca: oversight of the audit process 21:11 < Snow-Man> I'm guessing the audit committee would be the folks to get the audit report and would be responsible for actually looking at it, so, yes 21:11 < zumbi> .. or, I understand, finding the runes and info for the auditor to do the job? 21:13 < schultmc> tbm is doing that part 21:13 < luca> in governance, the doers aren't also the watchers 21:13 < Snow-Man> (hopefully) 21:14 < schultmc> any other treasury tasks to cover? 21:15 < zumbi> nothing from me 21:15 < schultmc> [item 5, Secretary's report] 21:15 < schultmc> tpot isn't here. 21:15 < schultmc> [item 6, Outstanding minutes] 21:15 < schultmc> The minutes for the 2020-05-11 require approval 21:15 < schultmc> . 21:15 < schultmc> They can be found at 21:15 < schultmc> https://www.spi-inc.org/meetings/minutes/2020/2020-05-11/ 21:15 < schultmc> Please take a moment to go over the minutes. 21:16 < Snow-Man> lgtm 21:16 < lamby> . 21:16 < schultmc> Voting started, 8 people (lamby,snow-man,fsf,tridge,zumbi,schultmc,luca,zobel) allowed to vote on Accept minutes for meeting Monday 13th April 2020. - You may vote yes/no/abstain only, type !vote $yourchoice now. 21:17 < zumbi> there are some typos, not sure if it's wortht to fix 21:17 < lamby> !yes 21:17 < zobel> !vote abstain 21:17 < schultmc> !vote yes 21:17 < Snow-Man> !vote yes 21:17 < luca> !vote yes 21:17 < tridge> !vote yes 21:17 < fsf> !vote yes 21:17 < zumbi> !vote yes 21:17 < zobel> lamby: fix your vote? 21:17 < Snow-Man> lamby: (pls try again ;) 21:17 < lamby> !vote yes 21:17 < schultmc> I don't have the bot - syntax is optional ;) 21:17 < schultmc> Voting closed. 21:17 < Snow-Man> hah 21:18 < schultmc> [item 7, Items up for discussion] 21:18 < lamby> (Huh, I did not notice you were the bot until you mentioned.. kinda creepy..) 21:18 < zobel> schultmc: we voted on the May meeting minutes, right? not on the april ones? 21:18 < Snow-Man> well, considering he copied the wrong date and asked us to vote.. 21:18 < schultmc> yes, may meeting minutes 21:18 < schultmc> see, totally not a bot 21:18 < Snow-Man> haha 21:18 < zobel> because your text said April 21:19 < schultmc> I copied it from the april meeting log :) 21:19 < schultmc> the URL was at least correct 21:20 < schultmc> [Item 7.1 - DebConf and SPI 5%] 21:21 < schultmc> I haven't had a chance to draft a formal resolution for this. 21:21 < Snow-Man> schultmc: would you mind doing so now, while I explain things? 21:21 < schultmc> sure 21:21 < Snow-Man> ok 21:21 < Snow-Man> As discussed a bit at the last board meeting, DebConf has approached us regarding the 5% fee we've charged on their sponsorships the past couple of years. 21:22 < Snow-Man> Now, years prior to that, we hadn;t 21:22 < Snow-Man> and there was some confusion about the change that happened with some folks being unaware of it and others knowing about it but not telling everyone else 21:22 < Snow-Man> where those people were in terms of orgs and such doesn't much matter- it was muddled 21:23 < Snow-Man> but there wasn't anything actually written down saying one way or the other 21:23 < zobel> i had told pollo about that years ago. 21:23 < Snow-Man> but for years there wasn't a charge, then there was for a couple years 21:23 < Snow-Man> let's consider that all water under the bridge at this point for the most part 21:23 < Snow-Man> they've asked us about waiving it moving forward 21:23 < luca> zobel: that knowledge did not get absorbed into DebConf orga 21:24 < Snow-Man> and there's possibly interest from other projects about maybe waiving similar charges for their sponsorship efforts where they do the work to raise the funds 21:24 < luca> Snow-Man: they've also asked for the few years where it was charged to be refunded 21:24 < Snow-Man> yes 21:24 < Snow-Man> I've tried to look into what our actual costs are 21:24 < zobel> Snow-Man: i disagree on that. then we need to waive that for all conferences sponsorships. and given the overhead we have with expenses AND tbm doing the accounting, i would strongly vote against doing so. 21:24 < Snow-Man> but haven't gotten great answers as yet, which is unfortunate, but it's relatively new that we've been having outside contractors help us with these things 21:25 < Snow-Man> and it's always challenging to figure out what our volunteer time costs 21:25 < Snow-Man> zobel: hang a second, please. 21:25 < zobel> sure 21:25 < luca> $0, by definition :) 21:25 < Snow-Man> luca: *smirk 21:25 < lamby> I was not aware until now that there was a request for previous years to be refunded. 21:25 < fsf> It seems to me that waiving charges (or not) could easily lead to accusations of 'playing favorites' with projects. If we do decide to wave some charges, I think it would be good to be very clear about under what conditions we do so 21:26 < Snow-Man> fsf: indeed 21:26 < Snow-Man> which leads to my proposal 21:26 < Snow-Man> (which folks are welcome to shoot down, but give me a moment to write it out) 21:27 < Snow-Man> At the moment we don't have a good answer regarding what our costs are, and currently DebConf has approached us with this request, and it was confused, clearly when things changed and that's seeming, at least to the current debconf folks, to be a bit of a bait-and-switch, regardless of what happened 21:28 * zobel waites 21:29 < Snow-Man> So, I'm proposing that we address the issues raised by debconf by: 1) refunding what they've asked, on the good faith that there was some kind of miscommunication that the fee was going to start being charged, 2) agreeing to waive the fee for a virtual debconf, should that happen (as our costs would be rather low anyway), and the next in-person debconf (assuming that happens..), with the 21:29 < Snow-Man> understanding that we will more carefully track our expenses related to the conference and discuss if we will waive the fee for future events, or address those costs in some other fashion, once we have a better sense of what those costs actually are. 21:30 < Snow-Man> (sorry, wall of text and such takes a moment to type out) 21:31 < lamby> Not that it affects the principle at all, but do we have an approximate amount of what this refund would be? 21:31 < Snow-Man> we do have that number 21:31 < Snow-Man> one sec 21:31 < luca> while he's looking... 21:32 < luca> the justification for the refund is that DCorga made statements to donors regarding 'no administrative fees' 21:32 < zobel> i would not recommend doing so. we will have a lot of paper work todo, in case sponsors are going do want a refund for DebConf 2020, because they eg. have no booth... 21:32 < luca> and they would like to not be in a position to have misled spnsors 21:32 < luca> s/donors/sponsors/ 21:32 < zobel> luca: tbh: their problem. 21:33 < zobel> tbh i would even consider doing the same as SFC, taken even higher percentage on conference sponsorship, given the amount of time this takes the contractor for all the work. 21:33 < luca> zobel: that's a different question, i think; specifically, we need better written agreements i suspect 21:33 < luca> zobel: maybe 21:33 < luca> zobel: i'm just articulating their concern 21:34 < zumbi> an estimate for SPI costs would be nice to have, before adding or substracting, even waiving fees 21:34 < Snow-Man> We don't actually have a good estimate of those costs to have any idea if the 5% is too much, not enough, whatever. 21:35 < Snow-Man> yea, what zumbi said :) 21:35 < Snow-Man> but we also need to be responsive 21:35 < luca> Snow-Man: hence your "let's gather data" approach? 21:35 < Snow-Man> which we haven't been 21:35 < Snow-Man> luca: yes 21:35 < zobel> given that a lot of the time of the treasurer sprint of the SPI f2f in the past years what tracking down DebConf stuff, we should calculate that into the costs. 21:35 < luca> i would prefer consistency to be addressed 21:35 < Snow-Man> and I'm not finding how much it was currently, tho I don't recall it being a terribly large amount 21:36 < luca> if we're going to gather data in the debconf case, then we should do so for other conference sponsorships for other projects 21:36 < luca> and we should ensure that differentiate between donation and sponsorship 21:36 < zumbi> I think we are talking in the order of 20k 21:36 < zobel> per year, yes. 21:36 < luca> then have on sponsorship fee for a year; then decide after that 21:36 < zobel> maybe even more. 21:36 < Snow-Man> ah-hah 21:36 < luca> meaning, no favourites 21:37 < luca> it also means introducing time cards :) 21:38 < zobel> please don't 21:38 < Snow-Man> zumbi: yea, I think it was like 23k 21:38 < Snow-Man> if I'm reading this note correctly. 21:38 -!- jg <~jg@2601:18f:900:c8::bd0> has quit (Ping timeout: 480 seconds) 21:38 < Snow-Man> zobel: that was for 4 years... not per year 21:39 < zobel> Snow-Man: how much of that is hotel costs for 1 day per f2f? 21:39 < zobel> per year? 21:39 < Snow-Man> luca: I agree entirely that we should gather data for all cases, but I do think we can accept that we didn't have this kind of confusion in the other cases. 21:39 < Snow-Man> zobel: I don't know and I'm don't see how it's relevant. 21:39 < zumbi> zobel: we are talking the fee DC is asking to waive, around 23k for the past 4y 21:39 < luca> Snow-Man: agreed; the confusion (and the previous benefit) only applied to DebConf IIRC 21:40 < zobel> it is. a lot of the time of the treasurer sprint in the past years was tracking down DC stuff. 21:40 < zumbi> Snow-Man: I think zobel is thinking on the SPI costs 21:40 < Snow-Man> I don't think there's really a doubt that SPI has had a variety of costs for a variety of things 21:41 < schultmc> resolution has been posted for board review - I'll add it to the agenda shortly 21:41 < Snow-Man> ultimately, I'm trying to work through to a reasonable answer for both sides 21:41 < Snow-Man> it's up to the board to decide tho 21:41 < Snow-Man> for my part, at least, I'd rather we not drag it out tho 21:42 < Snow-Man> schultmc: thanks 21:42 < zobel> Snow-Man: can you point me to the mail where DebConf asked for that refund? i do not find it 21:42 < Snow-Man> zobel: there was a call which everyone on the board was invited to 21:43 < Snow-Man> luca, schultmc and I were on it, along with a couple of DC folks 21:43 < zobel> but no minutes? 21:43 < luca> zobel: after that call, i made two ticketsin Board queue: one for the refund and one for the go-forward policy 21:43 < Snow-Man> it was discussed quite a bit during the last call, plus a couple of tickets were created by luca.. 21:43 < Snow-Man> s/call/board meeting/ 21:44 < Snow-Man> schultmc: kinda like the way you handled my unclear-ness on the resolution contents. :) 21:45 < zumbi> was the resolution text posted somewhere else besides this IRC channel? 21:46 < luca> either way, we need to respond to the two requests 21:46 < zobel> at least it is not in todays agenda 21:46 < luca> schultmc: two resolutions or one? 21:46 < luca> schultmc: i suggest one for the go-forward policy, obv; do we need one for the refund question, too? 21:47 < zumbi> ah! there you go, it shows in the agenda now 21:47 < luca> i think schultmc just made the resolution in the last 3 minutes 21:47 < Snow-Man> yes :) 21:47 < schultmc> I need to edit it - please hold :) 21:47 < lamby> :) 21:50 < luca> i'll take board resolutions for $200, alex 21:51 < zobel> i would like to suggest to not vote on that resolution during todays meetings 21:52 < zumbi> may I ask why do you suggest so? 21:52 < Snow-Man> for my 2c, I feel like pushing it off isn't going to particularly improve things 21:52 < Snow-Man> and it'd mean that we didn't get it done when we had agreed to do so. 21:52 < zobel> for the reason this resolution was not on spi-discuss@ and not officialy on todays invite for todays board meeting. 21:52 < Snow-Man> I disagree with those being particularly good reasons. 21:52 < Snow-Man> Isn't the first time we've drafted and done a resolution in the same meeting. 21:52 < Snow-Man> We have quorum 21:52 < zumbi> It was discussed on the previous board meeting as well 21:52 < Snow-Man> indeed. 21:53 < zobel> having resolutions not on spi-disucss is a VERY bad idea IHO. 21:53 < zobel> IMHO 21:53 < Snow-Man> considering what it's about, it doesn't strike me as terribly likely to draw much fire. 21:53 < Snow-Man> it's up to the board tho 21:54 < luca> it's more appropriate to post in advance 21:54 < fsf> would it make sense to hold an out-of-cadence meeting in a week or two so that we can vote on it? 21:54 < fsf> that way we could publicize to spi-discuss without having to slow things down by a month 21:54 < lamby> wfm 21:54 < zobel> this resolution will get us into the position that also other projects will ask for that. 21:54 < luca> i mean, we're on a roll so let's get the looked at now 21:54 < luca> 6 more minutes 21:54 < Snow-Man> other projects didn't have a case where the fee was waived, ever, and didn't argue about it 21:55 < Snow-Man> the resolution also says that we will waive for all 2020 confs, so they're getting a discount already. 21:55 < fsf> yeah, i'm not too worried about slippery slope here 21:55 < Snow-Man> informal vote on if we should vote? 21:55 < tridge> pt 1 is a bit vague, I'm guessing it is meant to be only for sponsorship money transferred into SPI bank account? 21:55 < schultmc> yes 21:55 < zobel> luca: and in 6 minutes we will receive a review on spi-discuss? 21:56 < luca> zobel: you are misunderstanding me 21:56 < luca> if they were posted on -discuss and we wanted to provide immediate feedback here, we have a few minutes left 21:56 < zobel> Snow-Man: other projects had. we started 2017 to charge 5%. conferences before that also had it waived. 21:56 < luca> i already said the vote should not happen to day (by saying it's approprate to post in advance) 21:57 < zobel> luca: sorry, yes, then i miss-understood you. 21:57 < Snow-Man> zobel: evidently they didn't have the same confusion 21:57 < luca> zobel: you are bring forth some knowledge not previously shared: that pollo knew and that other conferences were not charged either 21:58 < zumbi> who is pollo? 21:58 < Snow-Man> zobel: will you take this on then and explain to the DC folks that they were informed, and knew about it? 21:58 < Snow-Man> and then figure out what to do wrt past and going forward? 21:58 < tridge> how many $ are we talking for pt 2? 21:58 < Snow-Man> tridge: 23k 21:58 < Snow-Man> is 21:58 < Snow-Man> ish 21:58 < luca> fish 21:58 < tridge> for 2016 to 2019? 21:58 < schultmc> yes 21:58 < zobel> zumbi: Louis-Philippe Véronneau 21:58 < Snow-Man> I'm happy to get stop being involved, heh. 21:58 < tridge> 23k is the 5% or 23k is the total? 21:59 < schultmc> ~23k is the 5% that was charged over 2016-2019 21:59 < luca> zumbi: debconf local orga montreal 2017 21:59 < luca> zumbi: debconf global orga too iirc 21:59 < luca> zumbi: certainly debconf video team 22:00 < zumbi> ah! right - thanks 22:00 < schultmc> I'll send out the proposed resolution to -general after the meeting. 22:01 < schultmc> [item 8, Any other business] 22:01 < schultmc> Anything to discuss? 22:01 < luca> fosshost 22:02 < luca> we should evaluate whether we want to use them 22:02 < Snow-Man> let's get our IT contractor on board first 22:02 < luca> put it under the IT bucket 22:02 < luca> that's all i had to say 22:02 < Snow-Man> sure, I agree we should evaluate them 22:03 < schultmc> [item 9, Next board meeting] 22:03 < schultmc> A special meeting for the purpose of voting on resolution 2020-06-08.mcs.1 22:03 < schultmc> is scheduled for: June 22, 2020 at 20:00 UTC. 22:03 < schultmc> Any objections? 22:03 < fsf> No objections from me 22:03 < luca> might be challenging; vet appointment 22:04 < lamby> wfm 22:04 < Snow-Man> looks alright for me 22:04 < luca> don't move on my account 22:04 < lamby> Ah, one small thing - not sure what the latest is with the Matanel contract. I will assume that nobody has heard anything and that the next action is on DebConf's part as I wrote last to board 22:04 -!- lamby <~lamby@cpc91204-cmbg18-2-0-cust10.5-4.cable.virginm.net> has quit (Quit: Leaving) 22:04 < schultmc> The next board meeting (2020 SPI Annual General Meeting (AGM)) is scheduled for: 22:04 < schultmc> July 13, 2020 at 20:00 UTC 22:04 < schultmc> Any objections? 22:04 -!- lamby <~lamby@cpc91204-cmbg18-2-0-cust10.5-4.cable.virginm.net> has joined #spi 22:04 < schultmc> lamby: 22:04 < schultmc> The next board meeting (2020 SPI Annual General Meeting (AGM)) is scheduled for: 22:04 < schultmc> July 13, 2020 at 20:00 UTC 22:04 < schultmc> Any objections? 22:04 < Snow-Man> wf 22:04 < Snow-Man> m 22:05 < lamby> ^ wfm 22:05 < schultmc> I'll be travelling 2020-07-06 and 2020-07-13 22:05 < schultmc> you can meet without me or we can reschedule 22:05 < zobel> both should work for me. 22:07 < schultmc> Snow-Man: can you chair 2020-07-13 or would you prefer to reschedule? 22:07 < Snow-Man> schultmc: I can chair it 22:07 < luca> "travel" seems so strange 22:08 < schultmc> thank you 22:08 < Snow-Man> luca: agreed. :) 22:08 < schultmc> *GAVEL*