20:00 < schultmc> *GAVEL*
20:00 < schultmc> [item 1, Opening]
20:00 < schultmc> Welcome to today's Software in the Public Interest Board Meeting, which 
20:00 < schultmc> is now called to order. Today's agenda can be found on the web at: 
20:00 < schultmc> https://www.spi-inc.org/meetings/agendas/2025/2025-02-10/
20:00 < schultmc> [item 2, Roll Call]
20:01 < schultmc> Directors, please state your name
20:01 < zumbi> Héctor Orón Martínez
20:01 < schultmc> Guests, please /msg your names to zv if you wish your attendance to be
20:01 < milan> Milan Kupcevic
20:01 < fsf> Forrest Fleming
20:01 < schultmc> recorded in the minutes of this meeting.
20:01 < schultmc> .
20:01 < schultmc> zv, do we have any regrets?
20:01 < mappx> Katie McMillan
20:01 < schultmc> .
20:01 < schultmc> Michael Schultheiss
20:01 < zv> Zach van Rijn
20:01 < zv> no regrets
20:01 < fungi> Jeremy Stanley
20:02 < schultmc> We're quorate and can proceed - others can join if they're available
20:02 < schultmc> [item 3, President's Report]
20:02 < schultmc> Martin, Héctor and I worked with our auditor to get our 2023
20:02 < schultmc> financial statements audited. Our Federal and New York State
20:02 < schultmc> filings have both been submitted.
20:02 < schultmc> .
20:02 < schultmc> jesusalva isn't here - he can add his report if he's available
20:02 < schultmc> later.
20:02 < schultmc> </done>
20:03 < schultmc> [item 4, Treasurer's Report]
20:03 < schultmc> zumbi?
20:03 < zumbi> I am on the phone, it might take me some time to wtite
20:03 < zumbi> write*
20:04 < schultmc> ok - we can move on and return to your report later if you'd like
20:04 < schultmc> [item 5, Secretary's report]
20:04 < schultmc> zv?
20:04 < zumbi> After being busy on non-spu matters, and some vacations, we are catching up on reports.
20:04 < zv> Secretary report for 2025-01-13 (which will be filled into the
20:04 < zv> "Pending" spot in the minutes after this meeting):
20:04 < zv> : I would like to schedule a virtual face-to-face meeting soon
20:04 < zv> : and offer the recommendation of a regular face-to-face meeting
20:04 < zv> : to help reduce communication issues. Details TBD.
20:04 < zv> .
20:04 < zv> Current (2024-02-10) Secretary report:
20:04 < zv> I am still missing a few Conflict of Interest forms. I will send
20:04 < zv> an email to each person for whom I need a form on file after the
20:04 < zv> meeting. Let me know any questions. Thanks for your cooperation.
20:04 < zv> .
20:04 < zv> Virtual face-to-face meeting recommendation stands; expect an
20:04 < zv> email after this meeting asking for possible dates/times.
20:04 < zv> .
20:04 < zv> Physical face-to-face is in progress.
20:04 < zv> .
20:04 < zv> (end)
20:04 < schultmc> zv: hold please
20:04 < zv> oh
20:05 < zumbi> Payment queue was mostly emptied, but we to rebalance some accounts to proceed with other payments.
20:05 < schultmc> zv: sorry - wasn't aware zumbi had already started his report. We can await his complete report and then move on - apologies for the confusion
20:06 < zumbi> Thanks for the treasurer team support by contractors and other officers.
20:06 < zumbi> .
20:06 < zumbi> If you have urgent matters, please reach out.
20:06 < zumbi> Thabks all from me.
20:07 < zumbi> No problem with the confusion. Let's move on.
20:07 < zumbi> That's*
20:08 < schultmc> zv: the agenda still mentions the 2024-11-11 minutes - should that state 2025-01-13?
20:08 < zv> oops, yes.
20:08 < zv> wait, no
20:09 < zv> it is correct 2024-11-11 has some matters that should be addressed
20:09 < zv> and 2025-01-13 should be voted on
20:09 < schultmc> I see that in section 7 - I assume section 6 should be voting on 2025-01-13
20:09 < zv> I do need to correct the "voting on" section, sorry.
20:09 < schultmc> [item 6, Outstanding minutes]
20:09 < schultmc> The minutes for the 2025-01-13 require approval
20:09 < schultmc> They can be viewed at
20:10 < schultmc> https://www.spi-inc.org/meetings/minutes/2025/2025-01-13/
20:10 < fsf> Voting started, 7 people (fsf,fungi,mappx,milan,schultmc,zumbi,zv) allowed to vote on Meeting minutes for Monday 13 January 2024. - You may vote yes/no/abstain only, type !vote $yourchoice now.
20:10 < schultmc> !vote yes
20:10 < zv> !vote yes
20:10 < milan> !vote yes
20:10 < zumbi> !vote abstain
20:10 < fungi> !vote ys
20:10 < mappx> !vote yes
20:10 < fsf> !vote yes
20:10 < fungi> !vote yes
20:10 < fsf> Current voting results for "Meeting minutes for Monday 13 January 2024": Yes: 6, No: 0, Abstain: 1, Missing: 0 ()
20:10 < fsf> Voting for "Meeting minutes for Monday 13 January 2024" closed.
20:12 < schultmc> [item 7, Items up for discussion]
20:12 < schultmc> [item 7.1, Model C sponsorship]
20:12 < schultmc> jesusalva is not here but as I understand it, our legal counsel suggested
20:12 < schultmc> reaching out to a legal colleague for further advice.
20:12 < schultmc> Model C seems appropriate but I'd defer to legal counsel for the proper method for moving forward.
20:13 < zv> agreed. this is a topic that should probably have a formal proposal, period for discussion, etc. before any kind of decisions are made
20:13 < zv> to ensure everyone has a clear understanding of the rationale and implications
20:15 < schultmc> Do any other board members have any feedback regarding item 7.1?
20:15 < zumbi> None from me
20:15 < fsf> None here
20:15 < mappx> I don't at this time
20:15 < fungi> nope, just looking forward to seeing where it goes
20:15 < schultmc> [item 7.2, 2024-11-11 minutes]
20:16 < schultmc> zv?
20:16 < zv> Let's address what I am referring to as sub-issue A. [7.2.A]
20:16 < zv> milan was not visibly present during the 2024-11-11 meeting (see screenshot https://i.ibb.co/V04b4Cmn/20241111-milan-network-issue.png)
20:17 < zv> Jonatas appears to hold the position that the minutes cannot reflect "technical difficulties" in a voting context
20:18 < zv> given that there was a good-faith effort to communicate, and that the meeting was apparently attended in real-time, I am not sure how to amend that.
20:19 < fungi> quorum and the outcome of votes held wouldn't change either way, correct?
20:19 < zv> correct
20:20 < fungi> it does seem like, for clarity, we should either consider milan present or absent, as the actual impact of either in this case is effectively nonexistent
20:21 < fungi> (not to imply that milan has no impact, just that it doesn't change outcomes in this case)
20:21 < zumbi> In those cases, could we accept a delayed vote?
20:21 < zv> i would lean towards "absent" since, without the background context, it is more technically correct
20:22 < fsf> What rides on this is presumably something about board memeber removal in case of repeated absence. Since a good faith effort was made to attend, and it was not wholly unsuccessful, I think we should mark milan as present for the purposes of present/absent/absent-with-regrets
20:22 < zumbi> For the particular case, since it does not impact the result, being absent sounds fine (to me), but in the general case, maybe a delayed vote should be considered
20:22 < schultmc> We can confirm that we did not receive milan's messages via IRC but also received notification of the technical issues via alternate means. I don't think milan should be counted absent since he was present yet unable to speak due to circumstances beyond his control.
20:24 < fungi> i'd be fine with present for this case if absent would create an inacurate impression of milan's intended engagement. it's a grey area, but also not something that it seems like we need to spend too much time on
20:24 < schultmc> "Present, with exception" seems to cover this case per 2006-08-07.dbg.2.iwj.1
20:24 < jconway> apologies - somehow missed getting this on my calendar
20:24 < jconway> Joe Conway
20:25 < zv> ok. then I will proceed as follows: (1) update attendance to say "Present, with exception", (2) remove milan's entry from the votes entirely?
20:25 < fsf> I am +1 to that zv
20:25 < zv> and (3) add a blurb about technical difficulties or not?
20:25 < fsf> yes please on (3)
20:26 < fungi> sounds good
20:26 < zv> ok. moving on to 7.2.B (sub-issue "B"),...
20:26 < mappx> +1 from me
20:26 < zumbi> +1
20:26 < zv> Jonatas is not comfortable with my conditional vote for the contractor in that same meeting, wherein I said "Yes, if this passes Legal"
20:26 < zv> the question is, how should this be recorded in the minutes?
20:27 < zv> note: the vote outcome would not be affected if I said yes/abstain/no
20:27 < fungi> ideally you would have asked for the motion to be re-worded so we could all agree (or disagree) on that same condition, i guess?
20:28 < fsf> Did it pass legal? If yes, mark it yes. I agree that it would be problem if legal had said "no," but they didn't so no harm no foul imo
20:28 < fungi> it sounds like technically you disagreed, without your suggested revision of assuming it passes legal review
20:28 < schultmc> Our bylaws don't seem to reference a particular parliamentary procedure flavor
20:28 < zv> I don't think Legal reviewed it since the meeting?
20:29 < fsf> If there is a question as to the legality of something, I think resolving that question is probably important. Maybe it's no longer a live issue though?
20:30 < zv> in simplest form my vote was "No unless Legal approves it" so from a minutes point of view, best to amend and mark as No?
20:30 < schultmc> "The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary."
20:30 < fsf> Oh - I think so, yes
20:30 < fsf> er - I think that is correct zv - amend and mark as no
20:30 < zv> sounds good.
20:30 < zv> that is all I have for 7.2.
20:30 < schultmc> [item 8, Any other business]
20:30 < schultmc> Anything to discuss?
20:30 < schultmc> zv?
20:31 < zv> Yes. I intend to step down from Secretary role but remain a Director.
20:31 < zv> I am seeking a replacement. I have been in touch with a few folks privately about it.
20:31 < zv> This is not urgent, and I will continue to serve in this role as appropriate to help transition.
20:31 < zv> However I would like out.
20:33 < schultmc> zv: Thank you for informing us and I hope a suitable replacement steps up 
20:33 < zumbi> zv, thanks for the past work 
20:33 < fsf> +1, thanks zv!
20:34 < mappx> zv: thank you and thank you for helping with the transition period, that is awesome
20:34 < milan> +1, thank you zv
20:34 < zv> I have more news, briefly:
20:34 < zv> robbat2 wishes to apply for this role.
20:34 < zv> (end)
20:35 < robbat2> [in the middle of my workday and can't fully the attend the meeting right now]
20:35 < Jesusalva[m]> Hi
20:35 < Jesusalva[m]> Sorry I'm late 
20:36 < zv> Jesusalva[m]: while the meeting is still ongoing, are you able to say whether the above 7.2 points were covered adequately?
20:37 < Jesusalva[m]> <fungi> "it does seem like, for clarity..." <- fungi, there's an impact because there's partially present
20:37 < Jesusalva[m]> But there's too much to backlog 
20:37 < fungi> noted, thank you Jesusalva[m]
20:38 < zv> ok. please send your thoughts to board@ when you can.
20:38 < Jesusalva[m]> If you point me to specific points it'll help, and I still need to know if we'll meet with Aaron or not
20:38 < Jesusalva[m]> aka. Requesting about 1k USD in budget to chat about SPI liability with legal counsel 
20:38 < fungi> i haven't seen any specific discussion of scheduling a meeting with aaron
20:39 < fungi> only the suggestion so far
20:39 < Jesusalva[m]> As for Model C... legal said it's ok and they can make it for us, but it's not standard APF and will change a bit how tbm and zumbi handles it 
20:40 < Jesusalva[m]> fungi, yes, we have also a suggestion from Karl to discuss about, what was it again 
20:40 < Jesusalva[m]> "Do we want to be compliant with accepted parameters, or do we prefer to accept the risk and stay doing things the way we have always done, even if it might not necessarily be acceptable under US laws?"
20:40 < Jesusalva[m]> Something about APF having strayed a bit too far from current models?
20:41 < fungi> the "earmarking" discussion, yes
20:42 < Jesusalva[m]> Martin also asked if we'll keep paying for defunct domains 
20:42 < Jesusalva[m]> TL;DR legal made three questions which are optional, have costs, but it might be prudent to follow if we have the money to spare
20:44 < schultmc> I wouldn't say SPI has "spare" money but seeking legal guidance seems prudent and a good use of SPI's funds
20:44 < zumbi> In the past, we decided to keep paying for domains, so that's default unless we re-evaluate this.
20:47 < schultmc> Anything further to discuss?
20:48 < fungi> i didn't have anything
20:48 < Jesusalva[m]> It's fine for me either way, I just need to know if I should go ahead with attorney or not
20:49 < Jesusalva[m]> Also, I'm fine marking milan as present on meeting 
20:49 < fungi> (nothing else other than scheduling our march 2025 meeting, obviously)
20:49 < schultmc> [item 9, Next board meeting]
20:49 < schultmc> The next board meeting is scheduled for: March 10, 2025 at 2000 UTC.
20:49 < schultmc> Any objections?
20:49 < schultmc> wfm
20:49 < zumbi> None here
20:49 < zv> +1
20:49 < jconway> nonw
20:49 < mappx> +1
20:49 < milan> wfm
20:49 < jconway> none
20:49 < fungi> i'm good with that date
20:49 < fungi> thanks!
20:49 < schultmc> *GAVEL*