Face-to-face Meeting Meeting in New York, February 24-25, 2017

These minutes are a draft and require review and approval by the board.

The SPI board met in New York in February 2017 to discuss a number of topics. The meeting was held at Software Freedom Law Center (SFLC). Eben Moglen and Mishi Choudhary from SFLC were available to answer legal questions.

Board members present

  • Martin Michlmayr (tbm) (President)
  • Michael Schultheiss (schultmc) (Treasurer)
  • Valerie Young (spectranaut) (Secretary)
  • Luca Filipozzi (luca)
  • Jimmy Kaplowitz (Hydroxide)
  • Dimitri John Ledkov (xnox)
  • Martin Zobel-Helas (zobel)

Board members partially present

  • None

Board members absent with regrets

  • Joerg Jaspert (Ganneff) (Vice President)
  • Andrew Tridgell (tridge)

Board members absent

  • None

Board advisors present

  • None

Registered guests present

  • Eben Moglen
  • Mishi Choudhary

Summary

Governance

  • Jurisdiction

    • DISCUSSION: Individual Directors of the Board are concerned about the possible impact of the tone of civil discourse in the United States on SPI. Recall that SPI, while being a US-registered entity, has both members and Directors from countries other than the US.
    • DECISION: As there is no impact, currently, to SPI's 501(c)(3) status, it is decided that the Board will take no position on said civil discourse.
    • ACTION ITEM: No specific action item.
  • Review with SFLC

    • DISCUSSION: The Board is concerned that SPI's overall governance would merit some reflection and improvement. A discussion with SFLC addressed various points but most prominently the By-Laws and the Associated Project Agreements.
    • DECISION: It is decided that the Board will undertake the SFLC-recommended actions regarding improvements to SPI governance.
    • ACTION ITEM: Jimmy Kaplowitz to draft documentation of the legal relationship between SPI and Associated Projects, including the service we can offer them, what legal advice they can expect from us and how to handle defunct projects.
    • OBSERVATION: SPI should have a Privacy and Data Retention Policy.
  • Mission Statement

    • DISCUSSION: SPI's purpose, as presented on the web site and Certificate of Incorporation, features many aspects including outreach. At present, the Board feels that SPI is not adequately meeting its core obligations relating to financial operations (accounts payable and accounts receivable processing) and risk mitigation (membership management; financial management, reporting and auditing; directors insurance).
    • DECISION: To refine the lens through which the Board will make decisions, it is decided that the Board will operate under the premise of a more restrictive mission statement until improvements in financial operations and risk mitigation are achieved. Specifically:
      • SPI helps genuine, substantial, and significant free and open source software projects by handling their non-technical administrative tasks so that they aren't required to operate their own legal entity.
    • ACTION ITEM: Valerie Young to update the website to reflect this restricted mission statement.
    • OBSERVATION: As mentioned, the Board recognizes that our corporate purposes are broader, but the restricted mission statement is the most effective way to direct our resources in the short and medium term in order to 'get the basics right'.
  • By-Laws

    • DISCUSSION: The Board has prepared proposed revisions to the SPI By-Laws.
    • DECISION: It is decided that the Board is satisfied with the proposed revisions and that they are ready for SFLC's review.
    • ACTION ITEM: Martin Michlmayr to submit proposed By-Laws to Board for ratification (triggering review with Mishi).
    • OBSERVATION: The Board is concerned about meeting the 67% threshold for approving the new By-Laws.
  • Board Composition

    • DISCUSSION: The Board discussed whether the proposed revisions to the SPI By-Laws should include a mechanism by which Board seats are set aside for Affiliated Projects other than Debian.
    • DECISION: So as to not further delay the adoption of the proposed revisions to the SPI By-Laws, it is decided to not include a potentially controversial by-law setting aside seats. Also, there was no clear consensus among the Board that this was necessary.
    • ACTION ITEM: No specific action item.
  • Board Seats

    • DISCUSSION: The Proposed By-Laws include a mechanism that sees the nine seats structured in three blocks of three seats. Each block is elected for three years, but offset by one year each resulting in three seats being up for election each year. Rather than wait for the By-Laws to be approved by the membership, which would cause a realignment of seats into block starting in 2018, it would be useful for two Directors to resign their seats early (Martin Michlmayr's term is due).
    • DECISION: To realign the seats into three blocks of three as quickly as possible, it is recommended that
      • two Directors (other than Martin Michlmayr whose term ends in 2017) vacate their seats in 2017
      • two Directors (other than those re/elected in 2017 and Michael Schultheiss whose term ends in 2018) vacate their seats in 2018
    • ACTION ITEM: No specific action items.
    • OBSERVATION:
      • Dimitri Ledkov has formally indicated that he will vacate his seat in 2017.
      • Joerg Jaspert has indicated that he may, also (see http://www.spi-inc.org/meetings/logs/2016/2016-06-09-log.txt at 2256Z).
  • Board Voting Algorithm

    • DISCUSSION: On the #spi-general mailing list, the membership undertook a healthy and vigorous discussion regarding the appropriateness of using the unique-to-SPI almost-Condorcet voting algorithm for the election of Board members.
    • DECISION: It is decided that the current voting algorithm is not appropriate and to invite Ian Jackson to draft a resolution for the introduction of a more appropriate algorithm. The draft is to be introduced at the MAR-2017 meeting and is to be voted upon at the APR-2017 meeting, offering the membership almost a month to provide additional feedback on it(MAR to APR) and the Board almost three months (APR to JUN) to implement it.
    • ACTION ITEM: Dimitri Ledkov to invite Ian Jackson to draft a resolution.
  • General Membership

    • DISCUSSION: SPI's handling of the membership roster could be improved; the status quo of "all members of the Board" being responsible for membership processing has not worked.
    • DECISION: It is decided to strike a Membership Committee and to establish criteria for membership continuance.
    • ACTION ITEM: Valerie Young to draft a resolution that defines criteria for membership continuance.
    • ACTION ITEM: Valerie Young to draft a a resolution to strike a Membership Committee of the Board with responsibility to process membership requests and apply criteria for membership continuance. The chair of the committee will report to the Board on a monthly basis.
  • Financial Auditing

    • DISCUSSION: SPI has never undertaken year-end audit. That said, the Board feels that SPI is not sufficiently organized for an audit of SPI's 2016 finances. The Board views this as a clear governance deficiency that needs addressing.
    • DECISION: It is decided that SPI will engage an accountant with 501(c)(3) specialization to provide an opinion on the organization of our chartfield of accounts, workflow, compensating controls, etc. so that the new accounting procedures may be implemented in 2017.
    • DECISION: It is decided that SPI will seek guidance on the steps the Board must undertake in order to appropriately satisfy the conditions of an audit of SPI's 2017 finances.
    • ACTION ITEM: Martin Michlmayr will engage an accounting professional to provide an action plan to ameliorate our accounting practices including compensating controls (present plan of action at the MAR meeting; present the report at the APR meeting).
  • Annual Board Meeting

    • DISCUSSION: The Board typically meets in person, once per year, in NYC (where SPI is incorporated) at the offices of SPI's attorneys (SFLC). The Board feels that it would be appropriate to have this 'annual board meeting' as soon as practicable after the annual election so that (1) the signing authorities on accounts may be changed and (2) so that the newly composed board has the opportunity to set direction / assign actions for the remainder of the year.
    • DECISION: It is decided that the Board will have an annual meeting, in NYC at SFLC, two months after the election (i.e., late September or early October). This means that the Board will meet in person twice in 2017.
    • ACTION ITEM: No specific action items.
  • Roles & Responsibilities

    • DISCUSSION: The Board has identified a lack of clarity with respect to the roles and responsibilities of officers (President/Chair, Vice-President/System Administrator), Treasurer) and sub-officers (Assistant Treasurer(s), Internal Auditor(s), Assistant System Administrator(s)).
    • DECISION: It is decided that the Board will develop, approve and publish a matrix of roles and responsibilities of officers and sub-officers.
    • ACTION ITEM: Luca Filipozzi will propose such a matrix.

Operations

  • TDF Advisory Board

    • DISCUSSION: Dimitri Ledkov is unable to continue attending TDF Advisory Board meetings on behalf of SPI.
    • DECISION: It is decided that Valerie Young will assume this responsibility.
    • ACTION ITEM: Valerie Young will attend instead of Dimitri Ledkov.
  • NYC Mail Address and Phone Number

    • DISCUSSION: On multiple occasions, SPI has needed to demonstrate that it is a NY entity beyond the business registration and the post office box. Additionally, SPI receives physical mail, typically donation checks, at its infrequently-visited post office box in Indianapolis IN. In order to reduce the burden of handling physical mail handling and obtain a NY mailing address, the following services are under consideration: * Traveling Mailbox: (12mo * ($25/mo + $5/mo (NYC surcharge)) + ($5/checks * 240 checks/yr) = $1560/yr * USPS Forwarding: $50/mo * 12mo = $600/yr (1st year only) * Google Voice: free
    • DECISION: It is decided that the SPI engage the services of a mail redirection service to receive and process SPI's mail at a NYC address with cost of said service to be charged against SPI's general operating fund. It is estimated that the cost will be USD 2200 in the first year and USD 1600 in subsequent years.
    • ACTION ITEM: Michael Schultheiss to sign SPI with Traveling Mailbox.
      • Signed up on 2017-02-25.
      • Software in the Public Interest, Inc.
      • 1732 1st Ave #20327
      • New York, NY 10128
    • ACTION ITEM: Michael Schultheiss to sign SPI with USPS for Premium Forwarding ServiceĀ® to redirect mail from current PO BOX to Traveling Mailbox.
    • ACTION ITEM: Michael Schultheiss to sign SPI with Google Voice.
  • Responding to Inquiries

    • DISCUSSION: SPI's handling of inquiries could be improved. Unfortunately, it is difficult to delegate this task as it often relates to reimbursements (see other items for proposed actions) or to Affiliate Project admission.
    • DECISION: No specific decision. Further discussion required (such as: use RT to capture inquiries; use the proposed contractor to follow up with Board members for answers; etc.).
    • ACTION ITEM: No specific action items.
  • Reimbursement Process

    • DISCUSSION: The Board agrees that SPI requires a more efficient reimbursement process, ideally supported by a re-imagined process (including technical implementation) that correctly models our workflow. Options include:
      • 1: use Expensify or alternative online commercial solution
      • 2: use an open source BPM solution such as BonitaSoft
      • 3: use a form and RT queues/workflow
      • 4: wait for Software Conservancy's /reimbursorator/, to which we've already contributed USD 10000
    • DECISION: It is decided to proceed with option 3 subject to infrastructure concerns (see OBSERVATIONS, below) and evaluate switching to option 4 when it's available. While option 1 is appealing, the Board felt that it does not match SPI's principles. Option 2 is of interest but requires more investigation and a longer implementation timeline (likely).
    • ACTION ITEM: Valerie Young (VY), Michael Schultheiss (MS), Luca Filipozzi (LF), Dimitri Ledkov (DL), and Martin Zobel-Helaz (MZ) to design, develop, deploy and operate a new reimbursement mechanism:
      • functional aspects
        • MS/DL/MZ (with input from the accountancy consultant engaged by Martin Michlmayr) to develop an accounting structure (chartfields)
        • MS/DL/MZ to define reimbursement process (data requirements, workflow requirements, approval steps and authorities, etc.)
      • technical aspects
        • MZ/LF (with Joerg Jaspert) to deploy an SPI-specific two-node ganetic cluster at UBC for SPI to house a new instance of RT
        • DL/VY to develop a web from that injects form data into RT tickets
        • MZ/LF to develop the RT queues, custom fields, etc. to receive injected tickets and implement
      • timeline:
        • by MAR meeting, MS/DL/MZ to provide process plan and MZ/LF/DL/VY to provide technical plan
        • by APR meeting, MS/DL/MZ/DL/VY to present alpha release of solution
        • by MAY meeting, MS/DL/MZ/DL/VY to present beta release of solution
    • OBSERVATIONS:
      • The Board feels that the existing RT environment is insufficient (version, processing power, storage, etc.) for this project.
      • Where are spending our time:
        • 90% on reimbursements since we perform many reimbursements (20% FTE)
          • all workflow steps are manual:
            • identify type of transaction
            • identify project and applying project policies
            • substantiating documentation verification
            • obtaining approval from project liaison
            • re-obtaining data (esp. banking details)
            • executing the payment
            • could an expensing system address the above:
        • 10% on book keeping
          • importing data
        • tagging data to the appropriate category
      • SPI should discuss the DC17 reimbursement process with DebConf organizers.
  • Resources

    • DISCUSSION: The Board agrees that SPI requires a more efficient reimbursement process. While the above re-imagined process (including technical implementation) will address a number of pain points (inadequate initial data, no tie-in between PDF forms and action steps), the Board feels that additional resources are required. Options include:
      • 1: issue a contract for services to one or more former colleague of Luca Filipozzi's from UBC ECE (who are all familiar with reimbursement processing and with RT)
      • 2: contract with SFC to use their resources
      • 3: pay the Treasurer for services rendered
    • DECISION: It is decided to proceed with option 1 subject subject to legal considerations (see OBSERVATIONS, below).
    • ACTION ITEM: Luca Filipozzi to ask SFLC the parameters by which SPI can let contracts for services. - DONE
    • OBSERVATIONS:
      • Can SPI engage a Canadian resident as a contractor? - SFLC: yes, just structure the contract appropriately; we can help
  • Budget

    • DISCUSSION: The Board notes that in the above noted decisions, recurring financial encumbrances (always subject to service termination) are proposed to be undertaken. For clarity and transparency, they are, specifically:
      • proposed recurring expenses:
        • mail processing: USD 2200 for first year; USD 1600 for subsequent years
        • resources: USD 10400 (52 weeks * 4 hours/week * USD 40/hour)
        • face-to-face: USD 8000
        • accountant (consultant): TBD
        • financial audit: TBD
      • typical recurring income: USD 30000
    • DECISION: It is decided that these expenditures will be reviewed annually and evaluated against their effectiveness.
    • ACTION ITEM: No specific action item.
  • Realigning Signing Authorities

    • DISCUSSION: The Board recognizes that SPI has multiple bank accounts but not all have up-to-date signing authorities.
    • DECISION: It is decided that all accounts' signing authorities will be brought up-to-date by the 2017 Board election and that the process pertaining thereto be documented.
    • ACTION ITEM: Michael Schultheiss to enumerate all accounts and realign signing authorities to current officers.
    • ACTION ITEM: Martin Michlmayr to document the process to update signing authorities.