Board Meeting, August 14th, 2017

These minutes are a draft and require approval from the board.

Board members present

  • Martin Michlmayr (tbm) (President)
  • Joerg Jaspert (Ganneff) (Vice President)
  • Michael Schultheiss (schultmc) (Treasurer)
  • Valerie Young (spectranaut) (Secretary)
  • Luca Filipozzi (luca)
  • Jimmy Kaplowitz (Hydroxide)
  • Tim Potter (tpot)
  • Andrew Tridgell (tridge)
  • Martin Zobel-Helas (zobel)

Board members partially present

  • None

Board members absent with regrets

  • None

Board members absent

  • None

Board advisors present

  • None

Registered guests present

  • Jonathan McDowell (Noodles)

These are the minutes for the August 14th, 2017 SPI Board Meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG.

President's Report

President's Report, as added to agenda:

I had the pleasure of attending Debian Conference (DebConf17) in Montreal last week. We held a BoF (birds of a feather) session on SPI and it was good to meet several SPI directors and members. We've also agreed on a date for a face-to-face meeting in October. There's a lot to discuss and I'm looking forward to a productive meeting.

I'd like to thank Luca Filipozzi for his work on formalizing what the reimbursement process for DebConf17 should be like and for driving on getting all the parts together to make reimbursements go smoothly.

I'd also like to thank Martin Zobel-Helas and Michael Schultheiss for their continued work on improving our bookkeeping process. I look forward to the publication of regular treasurer reports in the near future.

Treasurer's report

Michael Schultheiss, Martin Michlmayr and Martin Zobel-Helas have worked diligently to get the data in ledger-cli up to date. They are close to releasing reports for the first quarter of 2017 and the remaining 2017 reports will be ready to publish soon after. There remains only two unidentified books through March and two unprocessed checks through June.

The 990 tax return is due November 15th. Dimitri John Ledkov originally offered to draft the form but it is unclear whether he will have time. Michael Schultheiss notes the annual report data will help draft the 990. Martin Michlmayr asks for the 990 to be drafted in time for a review at the SPI Face-to-Face meeting in October.

Luca Filipozzi adds to the report: Sabrina at UBC agreed to the revised list of duties for part-time, contract work, and Mishi is presently working on a draft contract for her. At the time of the meeting there have been 15 DebConf17 reimbursement requests and they all appear to correctly follow reimbursement guidelines.

Secretary's report

Valerie Young sent out a request for the signed conflict of interest declarations and has received all but two. As soon as she receives the remain she will post to the board-private Git repository. Valerie attended the TDF (The Document Foundation) advisory board meeting and has nothing to report back to SPI, the next TDF advisory board meeting is scheduled for October 19th. Valerie welcomes Tim Potter to the board.

Outstanding minutes

Vote on Meeting Minutes for 12th June 2017:

Martin MichlmayrYes
Joerg JaspertAbstain
Michael SchultheissYes
Valerie YoungYes
Luca FilipozziYes
Jimmy KaplowitzYes
Tim PotterYes
Andrew TridgellYes
Martin Zobel-HelasAbstain

Motion passed with a vote of 7 yes, 0 no, 2 abstain, 0 missing.

Appointment of board officers

Martin Michlmayr received the following nominations for SPI officers:

NameRole
Martin MichlmayrPresident
Luca FilipozziVice President
Valerie YoungSecretary
Michael SchultheissTreasurer

Vote to appoint officers as proposed:

Martin MichlmayrYes
Joerg JaspertYes
Michael SchultheissYes
Valerie YoungYes
Luca FilipozziYes
Jimmy KaplowitzYes
Tim PotterYes
Andrew TridgellYes
Martin Zobel-HelasYes

Motion passed with a vote of 9 yes, 0 no, 0 abstain, 0 missing.

The board thanks Joerg Jasper for his great work serving as SPI Vice President since 2006!

Items up for discussion

Board meeting time and date

The present board appears to have no regular conflicts with the current meeting time, second Monday of the month at 20:00 UTC. The time and date of the meeting will remain the same going forward. Any future concerns with the present time and date can be brought up on the SPI board email list.

Resolution 2017-08-14.mm.1: Removal of FreedomBox as an associated project

Resolution 2017-08-14.mm.1 can be found in Appendix B.

FreedomBox, an SPI associate project, now has their own 501(c)(3). Tim Potter asks the board whether the resolution should specify how to handle donations after 12 months has passed. The board agrees the language should remain vague in order to not bind SPI in the future, and that any future donations accidentally sent to SPI will undoubtedly forwarded to FreedomBox.

Vote on Resolution 2017-08-14.mm.1:

Martin MichlmayrYes
Joerg JaspertYes
Michael SchultheissYes
Valerie YoungYes
Luca FilipozziYes
Jimmy KaplowitzYes
Tim PotterYes
Andrew TridgellYes
Martin Zobel-HelasYes

Motion passed with a vote of 9 yes, 0 missing.

Face-to-Face time and date

The SPI Face-to-Face has been scheduled for October 13-14, Friday and Saturday. Martin Michlmayr has asked the SFLC if they will host SPI again but has not received a reply. Martin will send instructions to the board list soon and begin collecting agenda items. Jimmy Kaplowitz remarks he should be able to find an alternative appropriate venue, either gratis or paid, should the SFLC not be able to host.

Treasurer queue processing

Fabian Keil requested this item be added to the agenda, on account of two delayed invoices. Martin Zobel-Helas notes a great deal of work on the queue has been done the previous week during DebConf. Martin Michlmayr remarks there are still many outstanding requests and that he intends to help Michael Schultheiss and Martin Zobel-Helas write invoices as soon as he learns how. Michael Schultheiss agrees that having Sabrina pre-process tickets will help the speed of ticket processing immensely, as will writing up procedures for other board members to contribute to the work. Finally, Martin Michlmayr, Michael Schultheiss and Martin Zobel-Helas intend to arrive to the Face-to-Face in October one day early for a bookkeeping sprint, which will include documenting and re-thinking present procedures.

Any other business

Martin Zobel-Helas notes that Keith from X.org needs SPI to sign a legal document. Martin Michlmayr would like to talk to Dimitri John Ledkov before signing, and he hopes to talk to Dimitri and sign this week.

Adjournment

The meeting was adjourned until Monday, September 11th, 2017 at 20:00 UTC in #spi on irc.spi-inc.org.

Appendix A: Current Board Membership

Last electedNameRole
July 2017
Martin MichlmayrPresident
July 2016
Luca FilipozziVice President
July 2015
Michael SchultheissTreasurer
July 2016
Valerie YoungSecretary
July 2016
Joerg Jaspert
July 2016
Jimmy Kaplowitz
July 2017
Tim Potter
July 2017
Andrew Tridgell
July 2016
Martin Zobel-Helas

Appendix B: Resolution 2017-08-14.mm.1: Removal of FreedomBox as an associated project

WHEREAS

1. FreedomBox became an associated project of SPI in 2011.

2. The FreedomBox Foundation serves as the organizational headquarters
of the project.

3. The IRS has recently determined that the FreedomBox Foundation is
exempt from federal income tax under Internal Revenue Code 501(c)(3).

4. FreedomBox has requested the termination of its relationship with SPI
and the transfer of funds earmarked for FreedomBox to the FreedomBox
Foundation.

THE SPI BOARD RESOLVES THAT

1. FreedomBox will be removed as an SPI Associated Project.

2. All funds held on behalf of FreedomBox will be transferred to the
FreedomBox Foundation.

3. SPI will no longer actively seek donations on behalf of FreedomBox.

4. Any future donations received for FreedomBox in the next 12 months
will be forwarded to the FreedomBox Foundation.