Board meeting, July 9th, 2018

Board members present

• Martin Michlmayr (tbm) (President)
• Luca Filipozzi (luca) (Vice President)
• Michael Schultheiss (schultmc) (Treasurer)
• Valerie Young (spectranaut) (Secretary)
• R. Tyler Croy (rtyler)
• 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)
• Hans Tovetjärn, representing Chakra (totte_)

These are the minutes for the July 9th, 2018 SPI Annual General Meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG.

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

Michael Schultheiss, with the help of other board members, has continued to make progress on the outstanding requests in RT. Schultheiss plans to dedicate more time to keeping up-to-date on RT tickets to prevent a backlog. Schultheiss thanks Martin Zobel-Helas, Martin Michlmayr and Tim Potter for their help.

Michlmayr remarks the annual report is complete apart from the treasurer report for 2017. Zobel has been working to identify the last few blocking transactions. Zobel, Michlmayr and Schultheiss all agree to work Wednesday to close the books for 2017.

Secretary's report

Martin Michlmayr asks Valerie Young to send a reminder email and tweet about the nominations.

Items up for discussion

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

Jimmy Kaplowitz states this resolution sets SPI up to have the members vote on the new bylaws as soon as the secretary or her choice of delegate(s) can feasibly run the vote. Preferably not during the major US holiday season and not until after SPI performs the usual inactive member cleanup this year. A longer explanation is in this FAQ, which also links to the document the resolution approves. The board cannot do an inactive member cleanup if we don't have a board member election this year, so if there are 3 or fewer director candidates by the end of the nomination period, the vote on the bylaws will be by SPI's current contributing membership.

The board thanks Kaplowitz for this work on the bylaws and FAQ.

Vote on Resolution 2018-07-06.jrk.1:

R. Tyler Croy	Yes
Luca Filipozzi	Yes
Jimmy Kaplowitz	Yes
Martin Michlmayr	Yes
Tim Potter	Yes
Michael Schultheiss	Yes
Andrew Tridgell	Yes
Valerie Young	Yes
Martin Zobel-Helas	Yes

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

IT Plan

Luca Filipozzi remarks that the new SPI board will need to have a formal vote on whether to go server-less or traditional. He feels he is getting mixed messages from the current directors. He proposes the first meeting post-election should include a dedicated discussion and vote on this issue.

Jimmy Kaplowitz remarks he feels as if he would be happy with whatever Filipozzi suggests. Jonathan McDowell adds, as a volunteer sys admin for SPI, that he would prefer the whole SPI membership system to be hosted on SPI run infrastructure rather than his personal machine.

The future of SPI

Martin Michlmayr opens with an email he sent to the board:

I'd like to discuss the operating model of SPI.  I'm becoming more and
more convinced that the way we do things no longer works.  SPI
operates the same way we've done 20 years ago - based on the volunteer
labour of the board (and some other volunteers).  It is thanks to our
volunteers (like Michael who has pretty much single-handedly kept
treasury going for over a decade) that we've been successful.

However, the world has changed in the last 20 years.  Projects have
grown and the community has become more mature.  We have over a
million USD in assets now, about 800k held for projects and 200k from
SPI.  When I look around, the majority of open source orgs have some
kind of staff these days.  I believe we're not doing our projects
justice by limiting us to what we can do as volunteers.  I believe SPI
could be and do so much more (more projects, more services, a more
active engagement with projects and the community, etc).

Fundamentally, I believe it's time for SPI to move from a
volunteer-run organization to a model where we have some kind of staff
(doesn't have to be full-time employees) and where the board provides
direction and oversight. (Of course, like in any non-profit,
additional volunteer time is welcome)

Michlmayr notes that there has been some conversation about this but that the board hasn't really reached any conclusions. He'd like to discuss how to move forward with this.

Michael Schultheiss notes that the treasury team could definitely use paid assistance and that he has had good experiences with paid help for processing DebConf 2017 reimbursements. Luca Filipozzi agrees. Jimmy Kaplowitz adds SPI could benefit by having contractors, or more part-time or even a full time employee, which is not a huge compliance hassle in the US for a small number of employees. He notes the SPI board could outsource some administrative work and task tracking to association management companies.

Andrew Tridgell asks whether the SPI board knows the expected net income of SPI in order to determine how much would be available to pay staff. Michlmayr answers that the amount is not known exactly, but SPI can make predictions based on the average donations to SPI's associate projects each year (SPI receives 5% on each donation). SPI also has some regular corporate sponsors. Schultheiss adds SPI has never fundraised for itself but believes with concrete goals SPI could likely fundraise without much difficulty. Michlmayr agrees.

Valerie Young asks if we could send a survey to our projects to get their opinion on the subject. Filipozzi agrees, and adds perhaps we should send two surveys, one to the project liaisons and one to members. Michlmayr suggests the SPI board first compiles a list of ongoing tasks in SPI and tasks the SPI board could be doing but are not doing because of lack of workforce.

Kaplowitz clarifies that neither he nor anyone else is suggesting paying or outsourcing director or officer duties, just the routine day-to-day tasks. Management of the employees would probably come from the board's officers or a paid executive director position.

The subject of non-US employee is brought up in relation to Sabrina's (a Canadian) work on the DebConf reimbursement. Kaplowitz explains: if they're an employee outside the US rather than a contractor, it means more legal and tax compliance obligations for SPI and possibly less ability to fire quickly in case of bad match. Otherwise, the US is unusually low-hassle for a small number of employees.

Michlmayr returns the topic to the survey and asks the board what should be included in the survey. Tim Potter suggests a question on whether the projects would be willing to increase the 5% donation cut for more services from SPI. Valerie Young suggests the question of a full time paid staff. Jimmy Kaplowitz and Martin Michlmayr would both consider taking paid positions for SPI.

Kaplowitz cites the bylaw on paying officers: "No officer or director shall for reason of the office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the organization for duties other than as a director or officer." And translates: this bylaw indicates that compensation as an employee would still be allowed. However, Kaplowitz also believes Michlmayr's employee duties might match his president duties rather than being in a different capacity, therefore paying him would contradict the current wording so long as he is president. Ultimately, the board agrees Mishi from SFLC should be consulted on this topic.

Tridgell asks how to implement a change of the 5% cut on donations. Kaplowitz believes only the projects would have to agree, then a resolution passed by the board.

Valerie Young volunteers to begin the riseup pad to record the current and ideal work of the SPI board and organization.

Jonathan McDowell adds he is in favor of paid positions as part of SPI. He believes the organization still has a lot to offer while remaining a "hands off umbrella", and that SPI should be able to fulfill its duties more easily at scale. McDowell really appreciate the work that has gone in since he left the board in terms of making progress in this direction, but adds there's a lot more that needs to happen and it's clear relying solely on volunteer time isn't enough.

Any other business

Jimmy Kaplowitz:

Google is sponsoring Google Cloud Platform credit for Debian to use in running
Salsa, its self-hosted Gitlab instance. They don't intend to incur charges
above the Google sponsorship, so this should cost nothing.

With that said, the system requires a payment method due to the risk of overages,
so it may be necessary to attach the SPI debit card to Salsa's GCP billing
account. This will only happen after receiving Debian project liaison (DPL)
approval, and any such overages would be charged against Debian's SPI funds.

Does the board, especially the treasury team, have any concerns with this? I
can make sure any interested directors have access to GCP billing info through
SPI's G Suite account, submit any useful RT tickets, or otherwise facilitate
tracking and recording.

The board has no concerns, but Michael Schultheiss adds the SPI board should track accounts that use SPI's credit card info so the treasurer team know when to update them for card expiry date changes.

Valerie Young announces she will not have time to be secretary in the following year and encourages Tim Potter to run, as he was interested the previous year. The board thanks her for her work as secretary.

Martin Michlmayr asks if there are any questions from the members.

Hans Tovetjärn answers yes. He heard that non-profits such as SPI may be able to get a yearly credit by AWS. He is curious if Chakra could use this credit instead of using his private credit card and being reimbursed at a later date.

Michlmayr answer yes, one project has signed up for this credit via the NPO program. However, he is not sure whether AWS will allow more than one project to sign up through SPI. Michlmayr notes Azure also might make credits available.

Kaplowitz answers that SPI does have a Visa debit card that is tied to SPI's bank account, and with project liaison approval and sufficient project funds held with SPI (enough to cover any likely charges), SPI could use the visa card for reoccurring charges. Kaplowitz adds that AWS also has a FOSS project program in addition to an NPO program.

Adjournment

The meeting was adjourned until Monday, August 13th, 2018 at 20:00 UTC in #spi on irc.spi-inc.org.

Appendix A: Current Board Membership

Last elected	Name	Role
July 2017	Martin Michlmayr	President
July 2016	Luca Filipozzi	Vice President
July 2015	Michael Schultheiss	Treasurer
July 2016	Valerie Young	Secretary
March 2018	R. Tyler Croy	Interim Director
July 2016	Jimmy Kaplowitz
July 2017	Tim Potter
July 2017	Andrew Tridgell
July 2016	Martin Zobel-Helas

Appendix B: 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.