Board meeting, August 11th, 2025

Board members present

Milan Kupcevic (milan)
Joe Conway (jconway)
Jonatas L Nogueira (jesusalva) (Vice-President)
Michael Schultheiss (schultmc) (President)
Katie McMillan (mappx)
Jeremy Stanley (fungi) (Secretary)
Forrest Fleming (fsf)
Borden Rhodes (borden)
Héctor Orón Martínez (zumbi) (Treasurer)

Board members partially present

None

Board members absent with regrets

None

Board members absent

None

Registered guests present

Célestin Matte (Perdu), contractor

These are the minutes for the August 11th, 2025 SPI Board Meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG.

President's report

Martin, Héctor and I have been working with our auditor to get our 2024
financial statements audited. We are also working with the auditing firm
on filing our New York State and Federal annual filings. We have received
a 6 month extension for the time to file and are confident the filings will
be completed by the November 15, 2025 deadline.

I've worked with our insurance broker to update our general liability
policy and am working with our associated projects and their conference
vendors to assure the necessary insurance clauses are in place for
upcoming conferences.

Thank you for all  of our officers and directors who have served SPI for the
past several years. Best wishes to those officers and directors who are leaving
the SPI board and welcome to all new and continuing directors.

Election Results:
Count of first choices. Candidates Forrest Fleming and Héctor Orón Martínez have
reached the threshold and are elected. Candidates Borden, Jeremy Stanley, and
Jonatas Luis Nogueira are elected.
All newly elected board members must, according to
[Resolution 2016-02-10.djl.1](https://www.spi-inc.org/corporate/resolutions/2016/2016-02-10.djl.1/),
send their Conflicts of Interest statement to secretary@spi-inc.org. As per
N-PCL 715-A (6)(c) the form is submitted prior to the initial election of a
director.
In case of conflict, N-PCL 715-A prevails over current SPI Bylaws.

Treasurer's report

The Treasury team is continuing to work on the treasury task queue.

Secretary's report

Office is currently vacant and will be filled later this meeting.

Vote On Minutes For Previous Meetings

Minutes for prior meetings are not yet published.

Items up for discussion

Outstanding Minutes

It was noted that in the absence of a secretary, any board member present for a meeting can push a log of the meeting for publication.

Bylaws amendment result

There are 148 eligible voters, and as such, the quorum defined on Bylaws is of 99 votes. 82 votes were received. The amendment has therefore failed.

Vote for Resolution 2025-08-11.jln.1: OpenSSL as an associated project

It was noted that this is a Model C sponsorship, so it is different from Model A we usually do. No specific concerns were raised.

https://spi-inc.org/meetings/agendas/2025/OpenSSL_Activities.pdf
https://spi-inc.org/meetings/agendas/2025/FSA_OpenSSL.pdf

Héctor Orón Martínez	Yes
Jeremy Stanley	Yes
Borden Rhodes	Yes
Katie McMillan	Yes
Joe Conway	Yes
Milan Kupcevic	Yes
Forrest Fleming	Yes
Michael Schultheiss	Yes
Jonatas Luis Nogueira	Yes