20:11 < schultmc> *GAVEL*
20:11 < schultmc> [item 1, Opening]
20:11 < schultmc> Welcome to today's Software in the Public Interest Board Meeting, which 
20:11 < schultmc> is now called to order. Today's agenda can be found on the web at: 
20:11 < schultmc> https://www.spi-inc.org/meetings/agendas/2023/2023-06-12/
20:11 < milan> Milan Kupcevic
20:11 < schultmc> [item 2, Roll Call]
20:11 < schultmc> Directors, please state your name
20:12 < schultmc> Guests, please /msg your names to zv if you wish your attendance to be
20:12 < fsf> Forrest Fleming
20:12 < jconway> Joe Conway
20:12 < schultmc> recorded in the minutes of this meeting.
20:12 < schultmc> .
20:12 < schultmc> zv, do we have any regrets?
20:12 < schultmc> .
20:12 < zv> Zach van Rijn
20:12 < schultmc> Michael Schultheiss
20:12 < Snow-Man> Stephen Frost
20:12 < jesusalva> Jonatas L. Nogueira
20:12 < zv> regrets only from fungi today
20:12 < schultmc> That's quorum - we can continue regardless of regrets/absences
20:12 < schultmc> [item 3, President's Report]
20:12 < schultmc> Stephen Frost and I are completing the paperwork for our newest Merrill account,
20:13 < schultmc> we will implement the tiered Certificate of Deposit (CD) and investment strategy we discussed
20:13 < schultmc> with our financial advisor.
20:13 < schultmc> .
20:13 < schultmc> Continued thanks to SPI Vice President, Stephen Frost, for handling contracting 
20:13 < schultmc> with SPI's contractors. Stephen continues to do a fantastic job working with our 
20:13 < schultmc> contractors and legal counsel.
20:13 < schultmc> .
20:13 < schultmc> </done>
20:13 < schultmc> Snow-Man: do you have anything to add?
20:13 < schultmc> .
20:13 < Snow-Man> Not at the moment.  Thanks to folks for stepping up to help.
20:14 < schultmc> [item 4, Treasurer's Report]
20:14 < schultmc> zumbi isn't currently here.
20:14 < schultmc> .
20:14 < schultmc> The SPI treasury team is continuing to process requests and is striving for
20:14 < schultmc> more timely ticket handling. The backlog is being processed but if there are
20:14 < schultmc> any board members who would like to assist with treasury tasks, additional
20:14 < schultmc> help is always welcome.
20:14 < schultmc> sorry - my paste buffer seems wonky today
20:14 < schultmc> [item 5, Secretary's report]
20:14 < schultmc> zv?
20:15 < zv> I will defer to fsf for any immediate points, otherwise add my $0.02 after.
20:15 < fsf> Thank you, zv, for your continued support. After this meeting, zv will take over secretarial duties. Please ensure he receives all conflict of interst forms that have not yet been sent to secretary@. Many of those are still outstanding - please complete them.
20:15 < fsf> eom
20:16 < zv> I have nothing to add to this, other than that I will be sending mail around soon to coordinate a face-to-face meeting.
20:16 < schultmc> [item 6, Outstanding minutes]
20:16 < schultmc> The minutes for the 2023-05-08 meeting need to be approved.
20:16 < schultmc> They are available at
20:16 < schultmc> https://www.spi-inc.org/meetings/minutes/2023/2023-05-08/
20:17 < fsf> Voting started, 7 people (schultmc,snow-man,fsf,milan,zv,jconway,jesusalva) allowed to vote on Meeting minutes for Monday, 8 May, 2023. - You may vote yes/no/abstain only, type !vote $yourchoice now.
20:17 < zv> !vote yes
20:17 < jconway> !vote yes
20:17 < schultmc> !vote yes
20:17 < jesusalva> !vote yes
20:17 < fsf> !vote yes
20:17 < milan> !vote abstain
20:18 < Snow-Man> !vote yes
20:18 < Snow-Man> (think I was there 'enough', lol)
20:18 < fsf> Current voting results for "Meeting minutes for Monday, 8 May, 2023": Yes: 6, No: 0, Abstain: 1, Missing: 0 ()
20:18 < fsf> Voting for "Meeting minutes for Monday, 8 May, 2023" closed.
20:18 < schultmc> [item 7, Items up for discussion]
20:18 < schultmc> [item 7.1, Interim replacement secretary]
20:18 < schultmc> fsf/zv?
20:18 < schultmc> .
20:19 < fsf> I think we're all aligned, but to make it official:
20:19 < fsf> Voting started, 7 people (schultmc,snow-man,fsf,milan,zv,jconway,jesusalva) allowed to vote on Confirm Zach van Rijn as Secretary. - You may vote yes/no/abstain only, type !vote $yourchoice now.
20:19 < fsf> !vote yes
20:19 < zv> !vote abstain
20:19 < schultmc> !vote yes
20:19 < jesusalva> !vote yes
20:19 < milan> !vote yes
20:19 < jconway> !vote yes
20:19 < Snow-Man> !vote yes
20:19 < fsf> Current voting results for "Confirm Zach van Rijn as Secretary": Yes: 6, No: 0, Abstain: 1, Missing: 0 ()
20:19 < fsf> Voting for "Confirm Zach van Rijn as Secretary" closed.
20:19 < schultmc> [item 7.2, Proposal for communication committee]
20:19 < schultmc> .
20:20 < jesusalva> Some members have been demanding more transparency and communication from SPI Board. I've drafted a minute also available at https://paste.debian.net/hidden/1a4104e2/
20:20 < Snow-Man> ... we'd love to have more involvement in the board from projects :)
20:21 < jesusalva> It was sent past month to board list. We can also forward this to spi-general so membership can see the minute and comment.
20:21 < zv> I would personally like to see some of the language simplified/clarified.
20:22 < zv> (We can discuss that in other venues.)
20:22 < schultmc> [item 7.3, Decide How to Handle 2019 By-Laws Revision]
20:23 < jesusalva> It is not like it could not be reformed anyway.
20:23 -!- WildX [~Wilpy@2a00:23c7:dc9e:3201:110b:1c1d:62e6:9b85] has joined #spi
20:23 < jesusalva> Ideally those whom have been around the 2019 draft have insight to offer. Anything we do will require work. Whatever we do, wherever we go, we must go together, or we'll only waste each other's time.
20:23 < jesusalva> We can keep handling all omissions via resolutions, we can try a new bylaws, we can submit 2019 bylaws back to membership for comments (or even for vote), but we must be united as one.
20:24 < schultmc> Revising the bylaws has been a goal for as long as I can remember. IIRC, the last change failed due to voting quorum issues.
20:24 < schultmc> The bylaws deficiencies still need addressed
20:24 < Snow-Man> agreed
20:24 < jconway> maybe f2f meeting is good place to attempt that?
20:24 < jesusalva> Wait, before that, on the earlier point. Everyone is fine in submitting https://paste.debian.net/hidden/1a4104e2/ to spi-general appraisal? I assume this passed as consensus but if there were objections...
20:25 < Snow-Man> wrt the committee proposal, just as a side-note, imv it'd be good clarify that the committee is not to have signing authority for the org (that is, it's not a committee of the board)
20:25 < fsf> jesusalva: I believe it needs some workshopping wrt. language, but I don't think there are objections to the idea
20:25 -!- danvet_ [~Daniel@212-51-149-33.fiber7.init7.net] has quit [Ping timeout: 480 seconds]
20:25 < Snow-Man> I tend to agree that it's ok in principal but may need some workshopping and clarification
20:25 < zv> +1
20:25 < Snow-Man> the secretary can't delegate their signing authority to the committee, imv, as an example
20:25 < jesusalva> fsf: Okay, good. In this case, I'll add it to a google doc and share the link later. We can then nitpick language, ask input, and if approved have it on July's AGM.
20:26 < fsf> I agree that the bylaw deficiencies need to be fixed; IIRC at the last f2f we tried to brainstorm ways to do that and didn't get anywhere. We couldn't figure out a way to change the bylaws without running into the same quorum issues. Doesn't mean that we shouldn't try again though!
20:26 < fsf> also +1 to Snow-Man's re: signing
20:27 < Snow-Man> There was at least some feedback from membership regarding the last attempt that we didn't communicate clearly enough the quorum issue.. so we could try to harp on that more while going through the same process..
20:27 < Snow-Man> might work, heh.
20:27 < fsf> Can't hurt, at least
20:27 < Snow-Man> indeed
20:28 < jesusalva> Okay, so will we discuss this at F2F, or should we see about poking membership about it?
20:28 < zv> +1 to discussing f2f as well as informing membership about our intentions
20:28 < schultmc> +1
20:28 < jesusalva> wfm
20:28 < jesusalva> works for me
20:28 < fsf> +1
20:29 < schultmc> [item 8, Any other business]
20:29 < fsf> I don't think we need a formal vote for this - correct me if y'all want one
20:29 < schultmc> Arch Linux needs follow up on a prospective contractor.
20:29 < zv> Ticket 6282, https://rt.spi-inc.org/Ticket/Display.html?id=6282
20:29 < jesusalva> Not only Arch Linux
20:29 < jesusalva> Arch Linux, Ardupilot, The Mana World and The Battle For Wesnoth have all filled complains through different means.
20:29 < jesusalva> From those I'm aware of
20:29 < jesusalva> Not to mention that Debconf and Systemd sent contracts earlier this morning, so... it's not just them either >_>
20:30 < jesusalva> I've been revising contracts as they arrive to the best of my abilities, but I am  an accountant, not a lawyer, nor was I explicitly trusted for this, so I expect the presidency to step up.
20:30 < jesusalva> As the last meeting we assigned both Arch Linux's as Ardupilot's and not much got done
20:30 < jesusalva> Keep in mind that while most are on RT, some aren't. I can add them to if convenient.
20:30 < jesusalva> (Also: some are on treasurer queue. I can't edit that one.)
20:31 < zv> should they be added? formally where do they belong?
20:31 < Snow-Man> Provided the contract is the one we've had reviewed and the questionaire responses look reasonable, we should be able to move forward.  I'm happy with others reviewing these and signing them as long as they've done a review and made sure that there haven't been changes from the contract we've had reviewed and it is in a country we have contracted through before.
20:31 < Snow-Man> Everything really should go through RT so we have a record of it.
20:32 < zv> jesusalva: please add to RT
20:32 < schultmc> +1 on utilizing RT for tracking purposes
20:32 < jesusalva> Except for Arch Linux's request, I have reviewed every other contract and they looked OK. Some are going to board@ and others to treasurer@, but where should they be?
20:32 < Snow-Man> idk about going through treasurer RT... feel like board would be the more appropriate one
20:32 < fsf> +1 to that - I wonder how many complaints could be forestalled with better "please use RT for this" messaging (to be clear, the number may be 0)
20:32 < jesusalva> Snow-Man: +1, I think board@rt.spi-inc.org would be the proper place too
20:32 < Snow-Man> imv treasurer is a double-check on board
20:32 < schultmc> board@ seems appropriate
20:32 < Snow-Man> so they should go through board@
20:32 < Snow-Man> but any officer is able to sign contracts for SPI
20:33 < jesusalva> Okay, I'll make sure those not on RT are on board@rt and I count on someone else moving the contract tickets from treasurer@ to board@
20:33 < Snow-Man> I do hope that our officers are cognizant of the requisite caution they should have regarding using that, but if things are stalled..
20:33 < jesusalva> Again, I have revised all of them, so any officer can double check if they wish and sign.
20:33 < zv> Snow-Man: to be explicit, "using that" means?
20:33 < Snow-Man> revised them ... how?  Again, we should be using the contracts that we have gone over with our corporate lawyer
20:34 < Snow-Man> using their signing authority
20:34 < zv> ack
20:34 < jesusalva> Snow-Man: revised as in proof read for anything outstanding.
20:34 < jesusalva> Systemd however is the master contract, so it doesn't really needed a review :P
20:34 < fsf> Ah I think 'reviewed' might be what you meant - "revised" usually means you changed them while reviewing
20:35 < Snow-Man> as long as the contract is basically the one we have had reviewed, the questionaire comes back reasonable clean, and the rates are reasonable for the work being contracted, we should be able to move forward...
20:35 < Snow-Man> indeed, revised implies some change, imv, which is a flag for concern
20:36 < jesusalva> No, I think the only change which was ever needed was one about Covid-19 procedures (which... is not really a concern?)
20:36 < anthraxx> I'd like to add some thoughts related to the Arch Linux case. I'm also a bit loosing the overview if you are currently discussing anything that really applies to Ticket 6282, or just about the other issues.
20:36 < Snow-Man> then why would it be in the contract if it isn't a concern..?
20:36 < jesusalva> Snow-Man: The original minute was before the WHO declared the end of the pandemic, so the laws changed on the meanwhile.
20:36 < jesusalva> Between first draft and final draft I mean
20:37 < jesusalva> anthraxx: From what I gathered, you needed Snow-Man or schultmc to set up an account with you after this meeting?
20:38 < jesusalva> Is that correct?
20:38 < anthraxx> jesusalva: that is step 1) and for step 2) we need to align on the actual details you or we should submit to Fastly.
20:39 < Snow-Man> jesusalva: I'm a bit confused as to what change is being suggested wrt our regular contracting agreement...
20:39 < jesusalva> Snow-Man: No, the Covid thing was from... Debconf I think. It is a presencial event, so the venue contract had it mentioned.
20:39 < Snow-Man> oh, I was referring to contracting agreements with bringing on contractors and not talking about venue contracts, the latter is a whole different thing...
20:40 < jesusalva> Yes. It is also the only venue one
20:40 < jesusalva> Systemd is SPI's standard SOW
20:40 < jesusalva> Battle for Wesnoth and The Mana World is with Valve, so neither
20:40 < Snow-Man> an SOW is an attachment to our contract, not a thing itself..
20:40 < jesusalva> Snow-Man: Yes, the MSC and SOW I meant
20:40 < Snow-Man> We need our services agreement signed and then a reasonable SOW included with appropriate rates
20:41 < jesusalva> ArduPilot I forgot, and Arch Linux is what anthraxx just mentioned ─ not a contractor, a sponsorship agreement
20:41 < Snow-Man> Again, provided it's our reviewed services agreement, unchanged, and the SOW is reasonable with reasonable rates, then I don't see an issue moving forward with those.
20:41 < Snow-Man> wrt venue agreements, those are definitely more involved and need to be reviewed more carefully
20:42 < Snow-Man> They may also rise to the level of needing to be reviewed by our lawyer, but it depends.
20:42 < anthraxx> jesusalva: its a sponsorship with a high volume commitment, but a contract after all in case certain ingress volumes are exceeded.
20:42 < anthraxx> We never got an update and while reading the April board meeting logs we noticed SPI was aiming to apply Fastly on a broader scale instead.
20:43 < Snow-Man> (also, wrt our services agreement, that's a per-country thing, for the country the contractor is in ... if we have a new country that we're hiring a contractor in, then that's another thing altogether)
20:43 < jesusalva> Snow-Man: That solves it for systemd. There are four others: The venue is on board for ~1 month, I commented about Covid-19 and they changed it, there's a new version essentially unchanged there. Steamworks one is sitting for two months in board@ as well. Like Arch Linux, it needs someone to interactively make accounts and stuff.
20:43 < anthraxx> While trying to solve the needs of one project, we feel like SPI is losing sight of what actually benefits said project for the sake of trying to apply a benefit for everyone else instead.
20:43 < jesusalva> And the last one is Ardupilot, which you disagreed with the questionnarie, ArduPilot replied and it got stale for ~2 months as well.
20:43 < Snow-Man> The Fastly agreement is another thing and I think it's definitely an interesting opportunity for us and generally speaking am in support of it.  I'd intended to work on that but haven't had opportunity to.  If someone is available to do so though, that would be great, and I'd support it.
20:43 < anthraxx> Ultimately the project that has an actual need is effectively thrown under the bus. I respect the strive for applying benefits for a broader spectrum, but that should be aside and not instead of focusing on an individual project.
20:44 < Snow-Man> Any officer is able to make accounts and such, but please be sure to save credentials in the appropriate places.
20:44  * jesusalva issue right now is that contracts have been piling up faster than Snow-Man and schultmc alone can review.
20:45 < Snow-Man> hrmpf.  I don't think I disagreed with the ardupilor questionnaire so much as was a bit concerned about it... but my recollection is that we can probably move forward with it.
20:45 < jesusalva> In this case, we could get a volunteer to see Fastly with anthraxx right after meeting ends, and someone else to see Steamworks thing?
20:45 < anthraxx> jesusalva: the frustrating part is that the actual contract hasn't even been sent to SPI because that depends on SPI and Arch Linux agreeing on how to setup the account, and forward information to Fastly. Which we are sitting on for months.
20:46 < jesusalva> Snow-Man: Given schultmc is on the clinic, can you solve this with anthraxx after the meeting is dismissed?
20:47 < Snow-Man> ... that
20:47 < Snow-Man> that's very open-ended :)
20:47 < Snow-Man> I'll be around for a bit post-meeting
20:48  * schultmc has some time after 00:00 UTC 
20:48 < jesusalva> Okay, so... That would say that #6372 (systemd), #6244 (ArduPilot), and the Steamworks one (not on RT yet) are ready to move on. Arch Linux sets the account after meeting is dismissed with Snow-Man, if it does not work, then anthraxx go after schultmc after 0000 UTC.
20:48 < jesusalva> Debconf venue... I'm not sure, I reviewed it, looked OK, but I assume Snow-Man has to forward the email to legal counsel
20:48 < jesusalva> Did I forget anyone?
20:49 < Snow-Man> jesusalva: if you'd like it reviewed, I'm not against having you send it to counsel and for you to work with them on it
20:49 < Snow-Man> if there's questions about it, lmk
20:49 < jesusalva> I can do it, although I never contacted counsel before.
20:49 < Snow-Man> I don't feel like that overlaps anything currently, so I don't think it's an issue
20:49 < anthraxx> jesusalva: that sounds fantastic
20:50 < Snow-Man> (I'd be mostly concerned with confusing counsel if there's multiple people trying to engage them on the same thing)
20:50 < Snow-Man> please do CC board tho
20:50 < jesusalva> Alright.
20:51 < jesusalva> I vaguely sense there were other business from WIPO, RT Backups and RT bounced messages, but I think all three are more "I want Snow-Man input" things
20:51 < schultmc> Looks to me like we have a handle on how to move forward with the outstanding items.
20:51 < jesusalva> These have arrived earlier so it doesn't seems to make sense to include on today's meeting.
20:51 < schultmc> [item 9, Next board meeting]
20:51 < schultmc> The next board meeting is scheduled for: July 10, 2023 at 2000 UTC.
20:51 < schultmc> Any objections?
20:51 < Snow-Man> sigh.  the RT backups thing is frustrating- I don't care that they want to move us to RDS ... and feel like they're also moving us to a shared PG instance, which I also don't like
20:52 < jesusalva> schultmc: That's the AGM, right?
20:52 < Snow-Man> wrt RT bounces.. we've tried to improve that situation
20:52 < schultmc> jesusalva: yes, typically July is our AGM
20:53 < jesusalva> So zv will got to manage the election for jconway chair?
20:53 < jesusalva> I wanted to ask earlier if a director were to resign and candidate right after, if that would fix the chair term as well so we have staged elections as originally planned.
20:54 < jesusalva> But might be easier to just take advantage of only one chair in the election and go ahead with F2F and Bylaws plan instead.
20:54 < jesusalva> s/easier/make more sense/
20:54 < jesusalva> So... I guess the date works for me. Sorry if I've been disruptive today.
20:55 < jesusalva> Snow-Man: Also: I meant https://rt.spi-inc.org/Transaction/Display.html?id=130276 about bouncing
20:55 < schultmc> we had 3 current members elected in 2021, 5 in 2022, and 1 in 2020
20:55 < schultmc> so we'd need 2 people to resign/rerun to fix the stairstepping issue
20:56 < schultmc> regardless, july 10 works for me and I have another appointment to get to at 2130
20:56 < zv> +1 on july 10
20:56 < jesusalva> Yes. If someone else is up to it, I can do it, but it could make slightly harder to plan the F2F in case there are more candidates. We can continue this discussion privately I think.
20:57 < schultmc> continuing the discussion elsewhere seems prudent
20:57 < schultmc> *GAVEL*