Board meeting, August 10th, 2011
Board members present
- Bdale Garbee (bdale) (President)
- Joerg Jaspert (Ganneff) (Vice President)
- Michael Schultheiss (schultmc) (Treasurer)
- Jonathan McDowell (Noodles) (Secretary)
- Jimmy Kaplowitz (Hydroxide)
- Robert Brockway (Solver)
- Martin Zobel-Helas (zobel)
Board members partially present
- None
Board members absent with regrets
- Clint Adams (Clint)
Board members absent
- Joshua D. Drake (linuxpoet)
Board advisors present
- None
Registered guests present
- Henrik Ingo (hingo)
- Pace Willisson (pacew)
These are the minutes for the August 10th, 2011 SPI Board Meeting, held at 20:30 UTC in #spi on irc.spi-inc.org. LOG.
President's Report
Bdale reported that there had been a well-attended SPI BOF during DebConf11 in Banja Luka. A video recording of the meeting is available at http://meetings-archive.debian.net/pub/debian-meetings/2011/debconf11/low/703_SPI_BOF.ogv. He also congratulated and welcomed our new/returning board members, as well as thanking David Graham for his many years of service to the board.
Treasurer's report
This report uses a cash-based method of accounting, recording donations
when deposited (not when the check was written or received by us) and
recording expenses when sent or scheduled for payment (not when
incurred).
Income Statement
for the Period July 01, 2011 - July 31, 2011
Income
Ordinary Income
Debian 315.01
DebConf 11 12,135.00
FreeDesktop.org 15.00
OpenOffice.org 51.00
PostgreSQL 600.00
SPI General 5,118.00
SPI 5% 62.89
The HeliOS Project 276.85
Total Ordinary Income 18,573.75
---------
Interest Income
Key Bank Money Mkt Savings 1.53
Chase BusinessClassic Checking 0.60
Chase Bus Select High Yield Savings 3.27
Total Interest Income 5.40
----
Gross Income 18,579.15
---------
Expenses
Ordinary Expenses
Debian
Processing Fees 15.40
SPI 5% 15.75
Trademark Registration 3,080.16
Travel (GSoC DC11) 605.73
Total Debian Exp 3,717.04
--------
DebConf 11
Processing Fees 64.40
Total DC11 Exp 64.40
-----
FreeDesktop.org
Processing Fees 0.95
SPI 5% 0.75
Total fd.o Exp 1.70
----
OpenOffice.org (OO.o)
Processing Fees 1.54
SPI 5% 2.55
Total OO.o Exp 4.09
----
PostgreSQL
Accommodation 681.94
Poster design 100.00
Processing Fees 15.95
SPI 5% 30.00
Travel Reimbursement 891.42
Total PostgreSQL Exp 1,719.31
--------
SPI
Office Supplies 33.95
PaySimple Monthly Fee 29.95
Transaction Fees 1,482.22
Total SPI Exp 1,546.12
--------
The HeliOS Project
Expense Reimbursement 401.83
Processing Fees 9.12
SPI 5% 13.84
Total HeliOS Exp 424.79
------
Total Expenses 7,477.45
--------
Net Income 11,101.70
=========
Balance Sheet as of July 31, 2011
ASSETS
Current Assets
Chase BusinessClassic Checking with Interest 77,370.30
Chase Business Select High Yield Savings 27,577.69
Key Business Reward Checking 81,734.99
Key Business Signature Money Market Savings 36,013.84
Ameriprise Cash Mgmt Acct 13,401.62
Total Current Assets 236,098.44
TOTAL ASSETS 236,098.44
LIABILITIES & EQUITY
General and current liabilities 0.00
Equity
Reserves held in trust
aptosid Earmark 66.94
Debian Earmark 51,997.80
DebConf 11 Earmark 35,853.93
Freedesktop.org Earmark 12,844.90
Gallery Earmark 7,410.80
GNU TeXmacs Earmark 63.60
LibreOffice Earmark 12,000.00
Madwifi.org Earmark 1,454.09
OpenOffice.org Earmark 21,012.24
OpenVAS 45.71
OpenWrt 891.70
Open Voting Foundation Earmark 153.65
OSUNIX 0.56
Path64 9.31
Plan 9 Earmark 6,500.00
PostgreSQL Earmark 35,763.16
Privoxy Earmark 446.50
The HeliOS Project 71.26
Tux4Kids Earmark 8,788.85
YafaRay Earmark 4,897.20
Total held in trust 200,272.20
General reserves 35,826.24
Total Equity 236,098.44
TOTAL LIABILITIES & EQUITY 236,098.44
There was some discussion about getting close to the $250k assets level and whether this would mean we'd need a formal CPA audit under NY/IRS rules. Michael reported that we were currently exempt from this requirement and that it was related to how much was collected from NY sources.
Secretary's report
Nothing much to report; Tux4Kids had been missing from our projects list, but this has been corrected. There was some discussion about keeping an up-to-date list of contact details for our project representatives, and whether it was acceptable to do so on the project pages. It was agreed the representatives should contacted about whether it was ok to list their email addresses publicly.
Outstanding minutes
Vote on Meeting Minutes for 13th July 2011:
| Jimmy Kaplowitz | Yes |
| Jonathan McDowell | Yes |
| Bdale Garbee | Yes |
| Michael Schultheiss | Yes |
| Martin Zobel-Helas | Yes |
| Joerg Jaspert | Yes |
| Robert Brockway | Abstain |
Motion passed with a vote of 6 yes, 1 abstain, 0 missing.
Items up for discussion
2011-08-10.bg.1: Drizzle as associated project
Vote on 2011-08-10.bg.1: Drizzle as associated project
| Jimmy Kaplowitz | Yes |
| Jonathan McDowell | Yes |
| Bdale Garbee | Yes |
| Michael Schultheiss | Yes |
| Martin Zobel-Helas | Yes |
| Joerg Jaspert | Yes |
| Robert Brockway | Yes |
Motion passed with a vote of 7 yes, 0 abstain, 0 missing.
2011-08-10.bg.2: Arch Linux as associated project
Vote on 2011-08-10.bg.2: Arch Linux as associated project
| Jimmy Kaplowitz | Yes |
| Jonathan McDowell | Yes |
| Bdale Garbee | Yes |
| Michael Schultheiss | Yes |
| Martin Zobel-Helas | Yes |
| Joerg Jaspert | Yes |
| Robert Brockway | Yes |
Motion passed with a vote of 7 yes, 0 abstain, 0 missing.
Appointment of board officers
Self nominations had been received before the meeting from Bdale, Jonathan and Michael to continue in their current posts (President, Treasurer + Secretary). Joerg nominated himself to continue as Vice President. There were no other nominations.
Vote on Reappoint Bdale, Michael, Jonathan and Joerg in their board officer positions.
| Jimmy Kaplowitz | Yes |
| Jonathan McDowell | Yes |
| Bdale Garbee | Yes |
| Michael Schultheiss | Yes |
| Martin Zobel-Helas | Yes |
| Joerg Jaspert | Yes |
| Robert Brockway | Yes |
Motion passed with a vote of 7 yes, 0 abstain, 0 missing.
Any other business
Henrik Ingo from Drizzle was present at the meeting and accepted the associated project status offer on behalf of the project.
There was some query about which email address our SFLC representative should have subscribed to our board list; a generic role address or a specific individual. It was agreed that for legal representatives a specific address made more sense.
Jimmy reported that we'd heard back from Mishi at SFLC confirming that WIPO had given us a certification of registration of the Debian trademark under the Madrid Protocol, covering the EU, China, Japan and the UK.
Adjournment
The meeting was adjourned until Wednesday, September 14th, 2011 at 20:30 UTC in #spi on irc.spi-inc.org.
Appendix A: Current Board Membership
| Last elected | Name | Role |
|---|---|---|
| July 2010 | Bdale Garbee | President |
| July 2010 | Joerg Jaspert | Vice President |
| July 2009 | Jonathan McDowell | Secretary |
| July 2009 | Michael Schultheiss | Treasurer |
| July 2010 | Joshua D. Drake | |
| July 2010 | Martin Zobel-Helas | |
| July 2011 | Clint Adams | |
| July 2011 | Robert Brockway | |
| July 2011 | Jimmy Kaplowitz |
Appendix B: Resolutions
Resolution 2011-08-10.bg.1: Drizzle as associated project
WHEREAS 1. Drizzle is a substantial and significant Free Software project. 2. The Drizzle developers would like SPI's support and assistance, including legal help, holding property, and taking donations. THE SPI BOARD RESOLVES THAT 3. Drizzle 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. Henrik Ingo is recognised by SPI as the authoritative decision maker and SPI liaison for Drizzle. Successors will be appointed by simple majority vote of the Drizzle SPI Council. The Drizzle SPI Council will initially consist of Brian Aker, Lee Bieber, Stewart Smith, Monty Taylor, and Henrik Ingo, and may fill vacancies on the Council by majority vote of the remaining Council members on resignation or absence of any Council member. 5. This invitation will lapse, if not accepted, 60 days after it is approved by the SPI Board.
Resolution 2011-08-10.bg.2: Arch Linux as associated project
WHEREAS 1. Arch Linux is a substantial and significant Free Software project. 2. The Arch Linux developers would like SPI's support and assistance, including legal help, holding property, and taking donations. THE SPI BOARD RESOLVES THAT 3. Arch Linux 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. Aaron Griffin is recognised by SPI as the authoritative decision maker and SPI liaison for Arch Linux. Successors will be appointed in turn by the sitting project liaison, or by a simple majority of existing Arch Linux developers. 5. This invitation will lapse, if not accepted, 60 days after it is approved by the SPI Board.