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 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 KaplowitzYes
Jonathan McDowellYes
Bdale GarbeeYes
Michael Schultheiss Yes
Martin Zobel-HelasYes
Joerg JaspertYes
Robert BrockwayAbstain

Motion passed with a vote of 6 yes, 1 abstain, 0 missing.

2011-08-10.bg.1: Drizzle as associated project

Vote on 2011-08-10.bg.1: Drizzle as associated project

Jimmy KaplowitzYes
Jonathan McDowellYes
Bdale GarbeeYes
Michael Schultheiss Yes
Martin Zobel-HelasYes
Joerg JaspertYes
Robert BrockwayYes

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 KaplowitzYes
Jonathan McDowellYes
Bdale GarbeeYes
Michael Schultheiss Yes
Martin Zobel-HelasYes
Joerg JaspertYes
Robert BrockwayYes

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 KaplowitzYes
Jonathan McDowellYes
Bdale GarbeeYes
Michael Schultheiss Yes
Martin Zobel-HelasYes
Joerg JaspertYes
Robert BrockwayYes

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 electedNameRole
July 2010
Bdale GarbeePresident
July 2010
Joerg JaspertVice President
July 2009
Jonathan McDowellSecretary
July 2009
Michael SchultheissTreasurer
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

   http://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

   http://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.