Board meeting, April 10th, 2023
Board members present
- Michael Schultheiss (schultmc) (President)
- Stephen Frost (Snow-Man) (Vice-President)
- Héctor Orón Martínez (zumbi) (Treasurer)
- Milan Kupcevic (milan)
- Jonatas L. Nogueira (jesusalva)
- Joe Conway (jconway)
- Zach van Rijn (zv)
Board members partially present
- None
Board members absent with regrets
- Forrest Fleming (fsf) (Secretary)
- Jeremy Stanley (fungi)
Board members absent
- None
Registered guests present
- David Edelsohn
- Célestin Matte
These are the minutes for the April 10th, 2023 SPI Board Meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG.
President's Report
I worked with Key Bank to close down our money market account where we were earning negligible interest and got the funds wired to Merrill Lynch where at least temporarily we will earn over 4% interest. Once Stephen Frost and I complete the paperwork for our newest Merrill account, we will implement the tiered Certificate of Deposit (CD) and investment strategy we discussed with our financial advisor.
Continued thanks to SPI Vice President, Stephen Frost, for handling contracting with SPI's contractors. Stephen continues to do a fantastic job working with our contractors and legal counsel.
Vice President's Report
Kudos to Perdu_ for their work on the IT side of things and getting things migrated, finally. For my own part, anticipate picking things up this month now that some PG-related items are mostly handled. If you've been waiting on me for things- feel free to ping me again.
Treasurer's report
Payments are being processed. Nothing significant to comment in the past month.
Secretary's report
Thank you to everyone who has provided your conflict of interest form. If you have not yet done so, please provide your CoI form to fsf. Thank you to Jonatas, Zach, and others for your continued support with secretarial duties.
Vote On Minutes For Previous Meetings
Minutes are pending.
Items up for discussion
Amendment of resolution 2009-11-04.jmd.1
The Board agreed that a new resolution should be voted on, instead of striking the third clause from the existing resolution.
"Whereas Consideration #3 has been false since at least 2015, update the procedures as the election is no longer strictly required for contributing membership expiry."
For reference, the current resolution is https://www.spi-inc.org/corporate/resolutions/2009/2009-11-04.jmd.1/
Resolution 2009-11-04.jmd.1 will be superseded by 2023-04-10.jln.1 if passed.
Vote on resolution 2023-04-10.jln.1: Contributing membership expiry
| Joe Conway | Yes |
| Stephen Frost | Yes |
| Milan Kupcevic | Yes |
| Héctor Orón Martínez | Yes |
| Jonatas L. Nogueira | Yes |
| Michael Schultheiss | Yes |
| Zach van Rijn | Yes |
Vote passed with 7 yes, 0 abstain, 0 no.
Vote on resolution 2023-03-31.zv.1: Compile Farm as an Associated Project
| Joe Conway | Yes |
| Stephen Frost | Yes |
| Milan Kupcevic | Yes |
| Héctor Orón Martínez | Yes |
| Jonatas L. Nogueira | Yes |
| Michael Schultheiss | Yes |
| Zach van Rijn | Abstain |
Vote passed with 6 yes, 1 abstain, 0 no.
Conflicts of Interest
There are questions regarding whether the N-PCL Modernization Act, or any applicable New York law, requires special handling of Compile Farm's Application to become an Associated Project, due to a potential Conflict of Interest. Details regarding this matter may be found here.
Additional documentation has been shared on the Board mailing list, in particular the message "Navigating Possible CoI w.r.t. Compile Farm", proposing mitigation strategies to avoid an appearance/actual Conflict.
It has been requested that Counsel review relevant materials.
Steamworks Account
The Battle for Wesnoth and The Mana World have both requested a SPI controlled Steamworks account. This requires signing a Non Disclosure Agreement, and after this, a few confidential contracts such as the Developers Agreement.
This requires Officer-level coordination.
Dissolve defunct committees
The By-Law Committee, the Trademark Committee and the Open Source Committee have been defunct for the past two decades and are not mandated by the By-Laws.
Two of them have an upkeep to keep mailing lists around which have not seen activity from ten to twenty years, which would be better archived.
It is resolved that: The By-Law Committee, the Trademark Committee, and the Open Source Committee charters be revoked and the committee be abolished.
Vote on resolution 2023-04-06.jln.1: Dissolve defunct committees
| Joe Conway | Yes |
| Stephen Frost | Yes |
| Milan Kupcevic | Yes |
| Héctor Orón Martínez | Yes |
| Jonatas L. Nogueira | Yes |
| Michael Schultheiss | Yes |
| Zach van Rijn | Yes |
Vote passed with 7 yes, 0 abstain, 0 no.
Contracts questions/decisions
It was decided to assign the handling of ticket 6224 to Stephen Frost, and ticket 6282 to Michael Schultheiss.
Chakra Linux Trademark
Our trademark attorneys reached out regarding renewing the Chakra trademark (due 2023-10).
Chakra is no longer an associated project and the project is defunct.
We will let the trademark expire. Michael Schultheiss will inform the trademark attorneys of this decision.
Other business
None.
Adjournment
The meeting was adjourned until Monday May 8th, 2023 at 20:00 UTC in #spi on irc.spi-inc.org.
Appendix A: Current Board Membership
| Last elected | Name | Role |
|---|---|---|
| July 2021 | Michael Schultheiss | President |
| July 2021 | Stephen Frost | Vice President |
| July 2022 | Héctor Orón Martínez | Treasurer |
| July 2022 | Forrest Fleming | Secretary |
| July 2020 | Joe Conway | |
| July 2021 | Milan Kupcevic | |
| July 2022 | Jonatas L. Nogueira | |
| July 2022 | Jeremy Stanley | |
| July 2022 | Zach van Rijn |
Appendix B: Resolutions
Resolution 2023-03-31.zv.1: Compile Farm as an Associated Project
WHEREAS 1. Compile Farm is a substantial and significant Free Software project. The Compile Farm project helps free software developers to build, test, and debug their code. To this end, the project maintains machines with a wide variety of architectures and operating systems. 2. Compile Farm developers would like SPI's support and assistance, including accepting donations and holding funds, holding substantial and intangible assets, and legal assistance. THE SPI BOARD RESOLVES THAT 3. Compile Farm is formally invited to become an SPI Associated Project, according to the SPI Framework for Associated Projects, SPI Resolution 1998-11-16.iwj.1-amended-2004-08-10.iwj.1, a copy of which can be found at https://www.spi-inc.org/corporate/resolutions/2004/2004-08-10.iwj.1/ 4. Zach van Rijn is recognised by SPI as the authoritative decision maker and SPI liaison for Compile Farm. Successors will be appointed by vote by the core team. The SPI Board reserves the right to break ties. 5. If the last known SPI liaison for Compile Farm is missing in action, and no new SPI liaison is appointed for two consecutive years the associated project is deemed defunct. 6. In such a circumstance, the SPI Board will, in its good-faith discretion, proceed as follows: the Board will identify one or more other SPI associated projects or 501(c)(3) charities which can accept the project's assets and use them for a similar purpose, and transfer the assets to the identified destination or destinations as feasible. Assets for which no such transfer can be arranged within a reasonable time will become part of the SPI general fund. 7. This invitation will lapse, if not accepted, 60 days after it is approved by the SPI Board.
Resolution 2023-04-06.jln.1: Dissolve defunct committees
WHEREAS 1. The By-Law Committee, the Trademark Committee and the Open Source Committee have been defunct for the past two decades and are not mandated by the By-Laws. 2. Two of them have an upkeep to keep mailing lists around which have not seen activity from ten to twenty years, which would be better archived. THE SPI BOARD RESOLVES THAT 1. The By-Law Committee, the Trademark Committee, and the Open Source Committee charters be revoked and the committee be abolished.
Resolution 2023-04-10.jln.1: Contributing membership expiry
WHEREAS 1. Article 3 of the corporate by-laws state: "If a contributing membership is not renewed, the member's status will be downgraded to a non-contributing member."; 2. Voter turnout and quorum is measured as a function of contributing membership; 3. Elections are the most effective means of verifying a member's activity and our electoral system does not require a voting member to express an opinion on their ballot THE SPI BOARD RESOLVES THAT 1. Be it resolved that any contributing member who does not cast a ballot in an annual Board member election shall be considered potentially inactive. 2. In the event that no annual Board member election takes place, regardless of reason, potentially inactive members will be decided based on their last activity in the membership portal; 3. Any contributing membership that exists under any other resolutions or clauses that is not subject to expiry will not expire. 4. Any contributing member considered potentially inactive shall be contacted to confirm their status; if no response is received within 4 weeks of this initial contact they shall be deemed inactive and downgraded to a non-contributing member. However no such downgrading shall preclude any member from restoring their contributing membership status at any later date.