Meeting agenda for Monday 9th July, 2018

This is the proposed agenda for the Annual General meeting of Monday, July 9th, 2018, to be held at 20:00 UTC in #spi on irc.spi-inc.org.

  1. Opening
  2. Roll Call
  3. President's report (Martin Michlmayr)
  4. Treasurer's report (Michael Schultheiss)
  5. Secretary's report (Valerie Young)
  6. Outstanding minutes
    1. Monday, 11th June 2018
  7. Items up for discussion
    1. Resolution 2018-07-06.jrk.1: Proposing replacement SPI bylaws to the members
    2. IT plan
    3. The future of SPI
  8. Any other business
  9. Next board meeting: August 13th, 2018, 20:00 UTC

President's report

We had a good year and I'd like to thank everyone who actively
participated in SPI.

While I'm happy that we made a lot of progress, I'm also disappointed
we haven't resolved many of the key problems.  It seems that for each
step we take forward, we make half a step backwards, or rather, we're
not able to keep up.

Treasurer's report

pending

Secretary's report

pending

Resolution 2018-07-06.jrk.1: Proposing replacement SPI bylaws to the members

WHEREAS

1. The current SPI bylaws do not meet the current practical operational
needs of SPI;

2. The Board has prepared a replacement bylaws document that better
meets SPI's needs;

3. Several rounds of member feedback have been incorporated into the
proposed replacement bylaws document, along with legal advice to ensure
compliance with applicable law;

4. The proposed replacement bylaws document make reference to a
membership guidelines document which does not yet exist;

5. The Board has prepared a document to serve as the initial contents of
the membership guidelines document;

6. The current bylaws require that any amendment be approved by 2/3 of
the contributing members;

7. The Board wishes to conduct this member vote under circumstances
which maximize turnout of contributing members, without the result of
the vote being negatively affected by holidays or by inactive members
who retain contributing status; and

8. The Board has prepared a document listing questions and answers to
explain the context of this vote to all interested parties;

The SPI BOARD RESOLVES THAT

1. The Board hereby proposes to the SPI contributing members, for their
approval in accordance with paragraphs 3 through 5 of this resolution,
that the SPI by-laws be amended and restated by replacing their text in
its entirety by the contents of this document, with the necessary
changes to the header and footer to reflect its final approval:
http://www.spi-inc.org/corporate/votes/2018-bylaws-revision/spi-2018-proposed-bylaws.pdf
(SHA256 checksum
6c77d22ea63d8b44920aa645d1151197da9718c3e39bccbd9586a7988382615f).

2. The Board asks SPI members to consult
http://www.spi-inc.org/corporate/votes/2018-bylaws-revision/2018-bylaws-revision-faq/
for answers to common questions about this proposed change.

3. The Secretary shall, directly or through one or more delegates,
conduct a vote of the contributing membership on the amendment and
restatement of SPI's by-laws in paragraph 1. The voting reference
materials shall include the document referenced in paragraph 2. In
accordance with the first paragraph of Article Twelve of the current
by-laws, the affirmative vote of not less than two-thirds of the members
shall be required for approval. The amendment and restatement shall
become effective immediately if and when approved.

4. If an annual election to the board of directors occurs in 2018, the
vote described in paragraph 3 shall happen as soon as logistically
feasible (within the reasonable discretion of the Secretary) following
the completion of contributing membership expiry procedures as described
in paragraph 1 of Resolution 2009-11-04.jmd.1, but in any case not
between November 17, 2018 and January 4, 2019.

5. If an annual election to the board of directors does not occur in
2018, whether due to insufficient candidates or for any other reason,
the vote described in paragraph 3 shall happen as soon as logistically
feasible (within the reasonable discretion of the Secretary) after this
fact is determined, but in any case not between November 17, 2018 and
January 4, 2019.

6. Subject to paragraphs 7 and 8, the Board hereby approves the contents of
http://www.spi-inc.org/corporate/votes/2018-bylaws-revision/2018-proposed-membership-guidelines/
as of the date of the approval of this resolution (git commit
ca29634fad9addb866c5541f436bf8fbef27b005 in SPI's website repository) as
the initial contents of the membership guidelines document referred to
by the amended and restated by-laws.

7. The approval in paragraph 6 will be of no effect if the vote referred
to in paragraph 3 fails to approve the amendment and restatement of the
bylaws.

8. The Board reserves the right to further revise the initial contents
of the membership guideline document by a subsequent resolution before
the beginning of the vote described in paragraph 3, but does not
currently anticipate making such a revision. If any provision in such a
further revision reduces the rights or increases the responsibilities of
the members, such provision will not take effect until at least 30 days
after the members are informed of the Board's approval.

Action Item Review

Luca Filipozzi

  • Review Amendment section today for clarity after the bylaws are passed
  • Write resolution describing process to establish adhoc committees
  • Write terms of reference for sysadmin adhoc committee
  • Generate list of domain names owned by SPI
  • Meet with Sabrina to discuss expanding her duties
  • Develop an infrastructure refresh plan
  • Sysadmin information organizing/state assessment/future plan
  • Document access control and password management

Jimmy Kaplowitz

  • Once bylaw draft is finalized with Mishi, will create summary of changes and email out to members. Goal for board vote soon after that, followed by inactive member cleanup and then a member vote.

Martin Zobel-Helas

  • Provide written feedback to Sabrina on her work

Valerie Young

  • Follow up with terms of reference for membership committee
  • Put in future agenda (February) decide to go through and organize resolutions (active/inactive)

Martin Michlmayr

  • Propose resolution to revoke Board Advisor role
  • Contact/query potential defunct projects
  • Ask the auditor of Software Freedom Conservancy for consultation
    • Ledger audit questions: one transaction per receipt or per reimbursement
    • chart of accounts
    • approval process?
    • expense policy, what should be in it
    • what other policies do we need
    • internal controls
    • possibly review of financial statements
    • what does it take to get from here to get to state we can pass an audit?
    • frequency of audits
    • new york source fund -- if we have more the $25,000 income from NY state, state law requires yearly review or audit