Board meeting, April 8th, 2019

Board members present

  • Jimmy Kaplowitz (Hydroxide) (President)
  • Luca Filipozzi (luca) (Vice President)
  • Michael Schultheiss (schultmc) (Treasurer)
  • Tim Potter (tpot) (Secretary)
  • Stephen Frost (Snow-Man)
  • Dimitri John Ledkov (xnox)
  • Andrew Tridgell (tridge)
  • Martin Zobel-Helas (zobel)

Board members partially present

  • None

Board members absent with regrets

  • None

Board members absent

  • None

Board advisors present

  • None

Registered guests present

  • Larry Rosenman (ler)

These are the minutes for the April 8th, 2019 SPI Board Meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG.

President's Report

During the last month, Martin Michlmayr resigned from the board. We
thank him greatly for his service and wish him well in his future
activities. He continues to work with us as a contractor. We also
started working with Larry Rosenman (ler) as an IT contractor.

Last, I'm working with Debian to figure out AWS and Azure accounts for
cloud image publication, and with Jenkins and Linux Foundation and our
legal counsel to facilitate asset transfers to their new Continuous
Delivery Foundation in a way that meets our legal needs.

Treasurer's report

SPI released its 2018 Annual Report and monthly treasurer's reports
for January - March, 2019. Many thanks to Martin Michlmayr for
completing the reports and working on streamlining the treasury
toolset.

We have received a quote from a CPA for auditing SPI's 2018 financials
and filing our 2018 federal and New York State tax forms. The quote is
slightly higher than the original estimate but still within reason - I
can sign the engagement letter this week.

Secretary's report

Voting has concluded on the bylaws vote but I'm frustratingly unable
to see the result.

Outstanding minutes

Vote on Minutes for Monday, 11th February 2019

Luca FilipozziAbstain
Stephen FrostYes
Dimitri John LedkovYes
Jimmy KaplowitzAbstain
Tim PotterYes
Michael SchultheissYes
Andrew TridgellYes
Martin Zobel-HelasYes

Motion passed with a vote of 6 yes, 0 no, 2 abstain and 0 missing.

Items up for discussion

Resolution 2019-04-05.jrk.1: Renee Phillips as interim director

Luca FilipozziYes
Stephen FrostYes
Dimitri John LedkovAbstain
Jimmy KaplowitzYes
Tim PotterYes
Michael SchultheissYes
Andrew TridgellYes
Martin Zobel-HelasYes

Motion passed with a vote of 7 yes, 0 no, 1 abstain and 0 missing.

Resolution 2019-02-12.mm.1: Removal of Torch as an associated project

Luca FilipozziYes
Stephen FrostYes
Dimitri John LedkovYes
Jimmy KaplowitzYes
Tim PotterYes
Michael SchultheissYes
Andrew TridgellYes
Martin Zobel-HelasYes

Motion passed with a vote of 8 yes, 0 no, 0 abstain and 0 missing.

Any other business

Engagement of IT contractor

SPI has engaged the services of Larry Rosenman (ler) for migrating SPI's IT infrastructure from its current host to various cloud providers.

Resolution 2018-20-11.mm.1: Arch Linux 32 as associated project

Vote was delayed again until the next meeting in order to add sunset provision.

Adjournment

The meeting was adjourned until Monday, May 13th, 2019 at 20:00 UTC in #spi on irc.spi-inc.org.

Appendix A: Current Board Membership

Last electedNameRole
July 2016Jimmy KaplowitzPresident
July 2018Luca FilipozziVice President
July 2018Michael SchultheissTreasurer
July 2017Tim PotterSecretary
July 2018Stephen Frost
September 2018Dimitri John Ledkov
April 2019Renee Phillips
July 2017Andrew Tridgell
July 2016Martin Zobel-Helas

Appendix B: Resolutions

Resolution 2019-04-05.jrk.1: Renee Phillips as interim director

WHEREAS

1. A vacancy on the SPI board of directors exists due to the resignation
of Martin Michlmayr.

2. Renee Phillips has sufficient time, interest, motivation, and experience
to usefully assist SPI over the remainder of the current board term.

3. Renee is available to attend most or all of the remaining board
meetings in the current term; and

4. Renee has confirmed that she is willing to accept this appointment;

THE SPI BOARD RESOLVES THAT

1. Renee Phillips is hereby appointed as an interim member of the SPI
board of directors, beginning at the conclusion of the April 2019 board
meeting and continuing until the conclusion of the July 2019 SPI board
elections.

Resolution 2019-02-12.mm.1: Removal of Torch as an associated project

WHEREAS

1. Torch became an Associated Project of SPI in 2016.

2. Torch is no longer in active development and has been obsoleted by
PyTorch.

3. PyTorch is not an Associated Project of SPI.

4. SPI holds no substantial funds and no other assets on behalf of Torch.

THE SPI BOARD RESOLVES THAT

1. Torch will be removed as an SPI Associated Project.

2. SPI will no longer actively seek donations on behalf of Torch.

3. All assets, including (without limitation) money and any future
donations, held by SPI on behalf of Torch, will henceforth be moved to
SPI's general fund.

4. This is subject to any undischarged obligations Torch may have. We
are not aware of any such undischarged obligations. We ask anyone who
is aware of any to notify us within 30 days of this resolution.