Board meeting, December 11th, 2023
Board members present
- Michael Schultheiss (schultmc) (President)
- Héctor Orón Martínez (zumbi) (Treasurer)
- Zach van Rijn (zv) (Secretary)
- Joe Conway (jconway)
- Forrest Fleming (fsf)
- Milan Kupcevic (milan)
- Jonatas L. Nogueira (jesusalva)
- Jeremy Stanley (fungi)
Board members partially present
- None
Board members absent with regrets
- Stephen Frost (Snow-Man) (Vice-President)
Board members absent
- None
Registered guests present
- Alex Fabijanic
- Célestin Matte
- William Pine (Liaison, The Mana World)
These are the minutes for the December 11th, 2023 SPI Board Meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG.
President's report
Martin, Héctor and I worked with our auditor to get our 2022 financial statements audited. The 2022 audited financial statements are available at https://www.spi-inc.org/treasurer/2022-financial-statements.pdf We also with the auditing firm on filing our New York State and Federal annual filings. The federal filing has been submitted and accepted and we are finalizing the filing of the New York State 2022 filing. New York State informed us of a technical issue with the filing of our 2021 New York State filing which has been successfully resolved. I am working with our broker at Merrill Lynch to establish the recommended investment strategy we discussed at the last in person meeting. They drafted new paperwork for myself and Stephen Frost to sign and we should have that paperwork signed and submitted shortly. Thank you to SPI Director Jonatas L. Nogueira for helping track outstanding tasks. Continued thanks to SPI Vice President, Stephen Frost, for handling contracting with SPI's contractors. Stephen continues to do a fantastic job working with our contractors and legal counsel.
Vice President's report
- None
Treasurer's report
Payments are being processed, there has been a big backlog as few conferences have been asking for reimbursements. There are pending payments for BRL and INR, but it should be paid before end of year. Treasurer reports have been out now, apologies for the delays, https://www.spi-inc.org/treasurer/reports/, big thanks to tbm. SPI is setting up Debian reimbursement system and it should be usable (for test) starting next year. We'll keep you updated.
Secretary's report
If you receive an email from me about your Conflict of Interest form, please address it as soon as possible. I am hoping to have more clarity on a face-to-face meeting soon. Please try to be concise when proposing items for the Agenda.
Vote On Minutes For Previous Meetings
Vote on minutes for meeting Monday November 13th 2023
| Joe Conway | Yes |
| Forrest Fleming | Abstain |
| Milan Kupcevic | Yes |
| Héctor Orón Martínez | Yes |
| Jonatas L. Nogueira | Yes |
| Michael Schultheiss | Abstain |
| Jeremy Stanley | Yes |
| Zach van Rijn | Yes |
Vote passed with 6 yes, 2 abstain, 0 no.
Items up for discussion
SPI Administrative Overhead Fee Resolution
Vote on resolution 2023-12-07.jln.1: Formalize SPI 5% fee
| Joe Conway | Yes |
| Forrest Fleming | Yes |
| Milan Kupcevic | Yes |
| Héctor Orón Martínez | Yes |
| Jonatas L. Nogueira | Yes |
| Michael Schultheiss | Yes |
| Jeremy Stanley | Yes |
| Zach van Rijn | Yes |
Vote passed with 8 yes, 0 abstain, 0 no.
NTPSEC/ARDC refund of grants
Agreement was reached that money donated by ARDC to the NTPsec Project under the SPI should be returned to the ARDC.
C++ Portable Components (POCO) as an associated project
Vote on resolution 2023-12-11.js.1: POCO as an associated project
| Joe Conway | Yes |
| Forrest Fleming | Yes |
| Milan Kupcevic | Yes |
| Héctor Orón Martínez | Yes |
| Jonatas L. Nogueira | Yes |
| Michael Schultheiss | Yes |
| Jeremy Stanley | Yes |
| Zach van Rijn | Yes |
Vote passed with 8 yes, 0 abstain, 0 no.
Other business
Secretary will compile a list of cities and associated costs for a face-to-face meeting and send details to the Board.
Brief discussion about whether Directors are in favor of grants; general consensus is that grants, while possible, will be reserved for exceptional or emergency purposes.
Due to a change in billing, SPI will cover a domain-related expense (<$100) for OFTC.
Adjournment
The meeting was adjourned until Monday January 8th, 2024 at 20:00 UTC in #spi on irc.spi-inc.org.
Appendix A: Current Board Membership
| Last elected | Name | Role |
|---|---|---|
| July 2021 | Michael Schultheiss | President |
| July 2021 | Stephen Frost | Vice President |
| July 2022 | Héctor Orón Martínez | Treasurer |
| July 2022 | Zach van Rijn | Secretary |
| July 2023 | Joe Conway | |
| July 2022 | Forrest Fleming | |
| July 2021 | Milan Kupcevic | |
| July 2022 | Jonatas L. Nogueira | |
| July 2022 | Jeremy Stanley |
Appendix B: Resolutions
Resolution 2023-12-07.jln.1: Formalize SPI 5% fee
WHEREAS
1. SPI has a non zero upkeep, and
2. SPI has historically charged a 5% fee to cover its upkeep, which however is not
properly documented, even if it is well known,
THE SPI BOARD RESOLVES THAT
1. SPI will charge all project donations and conference sponsorships a 5%
administrative fee, as is SPI's current practice. The fee is calculated
and collected before the transaction costs (such as wire transfer fees).
2. SPI will not charge the fee on transfer of existing funds.
3. SPI will not charge the fee twice, such when a project sells an asset purchased
with the project funds.
4. When non-cash donations are made, such as securities or goods, the fee will be
charged at the fair market value of the asset. If the fair market value increase,
SPI will also collect the fee over the increase.
5. If the collection of the fee for any reason would cause the project balance to
go negative, the collection may be postponed or waived by SPI.
6. SPI may, at its sole discretion, waive the fee. Such waiver shall not affect
SPI's capabilities to resume the fee collection in the future.
7. Interest over unspent project cash will be collected to the General Fund, however
dividends over securities owned by projects will instead be subject to the fee.
8. Donation of materials and services ("in kind donation") directly related to SPI
goals and mission and which are not meant to be sold will not be subject to the fee.
9. Omissions and questions in this resolution shall be decided by the treasurer
and the president (or vice president) of SPI.
This resolution supersedes resolution 2020-06-22.mcs.1
Resolution 2023-12-11.js.1: POCO as an associated project
WHEREAS 1. C++ Portable Components (POCO) is a substantial and significant free/libre open source software project providing libraries used in the creation of other software projects and included in popular distributions. 2. POCO's developers would like SPI's support and assistance, including accepting donations, holding funds, paying for project expenses, signing contracts, and legal assistance. THE SPI BOARD RESOLVES THAT 3. POCO is formally invited to become an SPI Associated Project, according to the SPI Framework for Associated Projects, SPI Resolution 1998-11-16.iwj.1-amended-2004-08-10.iwj.1, a copy of which can be found at https://www.spi-inc.org/corporate/resolutions/2004/2004-08-10.iwj.1/ 4. Aleksandar Fabijanic is recognised by SPI as the authoritative decision maker and SPI liaison for POCO. Successors will be appointed by by the outgoing liaison or, failing that, by the members of POCO's Technical Steering Committee. 5. If the last known SPI liaison for POCO is unreachable and no new SPI liaison is appointed for two consecutive years, the associated project is deemed defunct. 6. In such a circumstance, the SPI Board will, in its good-faith discretion, proceed as follows: the Board will identify one or more other SPI associated projects or 501(c)(3) charities which can accept the project's assets and use them for a similar purpose, and transfer the assets to the identified destination or destinations as feasible. Assets for which no such transfer can be arranged within a reasonable time will become part of the SPI general fund. 7. This invitation will lapse, if not accepted, 60 days after it is approved by the SPI Board.