Secretary Duties

The role of the Secretary is to:

  • Maintain records
  • Ensure meetings are conducted and recorded
  • Ensure that legal requirements are met

Record keeping

SPI's records are all in electronic form, with the majority of records available to the public. Records include meeting minutes, tax documents (annual filings and other documents), conflict of interest declarations and more.

Legal requirements

SPI is incorporated in the state of New York (NYS). As such, New York Not-For-Profit Corporation Law has to be followed. SPI also has to operate according to its by-laws.

The Secretary can contact SPI's legal advisors if there are questions about SPI's operations or legal requirements.

Announcing SPI board meetings

A meeting notice should be sent approximately 10 days before the meeting to announce the meeting. A meeting reminder should be sent approximately two or three days before the meeting.

At the moment, SPI board meetings are conducted on the second Monday of the month. A meeting notice should be posted on Thursday or Friday two weeks before the board meeting. The reminder should be posted on Thursday or Friday in the week before the board meeting.

The meeting in July is the Annual General Meeting (AGM). At this meeting, the annual report is presented. While the monthly board meetings on IRC are open to guests and guests are encouraged to participate, the AGM is an opportunity for SPI members and other interested parties to ask questions about SPI and its operations.

Voting during meetings

The SPI Board meets on IRC once per month to conduct board meetings.

During board meetings, votes are cast to approve past minutes and to vote on resolutions. An irssi helper script can be used to conduct the votes. The script can be found in the board repository.

Load the script:

/load ~/.irssi/vote.pl

Start a vote:

/vote_start Meeting minutes for Thursday XX XXXXXXXX 2016:Hydroxide,luca,ganneff,tbm,schultmc,spectranaut,tridge,zobel,xnox

Board members can now vote:

!vote yes
!vote no
!vote abstain

When everyone has voted, stop the vote:

/vote_stop

The results of the vote will be shown.

Meeting notes

After each board meeting, minutes should be carefully prepared and the meeting summarized in a neutral manner. The minutes do not have to contain every detail from the meeting (especially since the full IRC log is available) but they should contain the key topics discussed, decisions taken by the board and actions to be followed up upon. The minutes are the record of the meeting.

The minutes should be posted to the web site as a draft and the board informed so they can review them. Minutes are approved by the board in the following meeting.

Resolutions

When a new resolution is adopted, it should be posted to spi-announce in addition to the web site.

New associated projects

When a resolution is passed to accept a project as an associated project, the Secretary should contact the project liaison to extend the invitation. If the invitation is accepted, file a ticket in the sysadmin queue to get the project liaison added to the spi-projects lists. The Secretary should also work with the project liaison to get the project added to the list of projects.

Board elections

Board elections are governed by resolution 2004-08-10.dbg.2. In June, the Secretary should post an overview of the upcoming SPI board election to spi-announce. The timeframe of the actual election (call for nominations, call for votes, etc) is described in the resolution.

Officer elections

Since board elections are carried out in July, the officer election is done in the August board meeting. The secretary should email the board list in advance to seek nominations. After the new officers are elected, the secretary should update the board as well as the by-laws pages, announce the new officers on the spi-announce list and inform our legal counsel at SFLC.

Annual report

The by-laws say that SPI will publish an annual report before the SPI General Meeting. Technically, the President will produce the report but in reality it's prepared by the Secretary. This involves getting updates from the President, Treasurer and all committees. Additionally, new associated projects should be highlighted. Finally, project liaisons should be asked to submit brief updates from their projects.

Conflict of interest

All directors have to submit conflict of interest declarations before appointment and annually thereafter. The secretary has to ensure that annual declarations are filed by all directors and stored. They are stored in the board-private repository.

Trademarks

SPI holds a number of trademarks on behalf of associated projects. Trademarks have to be maintained so they are not lost. In the US, renewal is required on a regular basis.

The Secretary should, at least on an annual basis (for example in preparation for the AGM), review all trademarks held by SPI. There is a script in the board repository that can be used to check renewal deadlines for US trademarks. SPI's legal advisors, Software Freedom Law Center (SFLC), will also make us aware of filing and renewal deadlines but we should not rely on them.