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/2024/2024-08-12/
20:00 < schultmc> [item 2, Roll Call]
20:00 < schultmc> Directors, please state your name
20:00 < schultmc> Guests, please /msg your names to zv if you wish your attendance to be
20:00 < schultmc> recorded in the minutes of this meeting.
20:00 < jesusalva> Jonatas L. Nogueira
20:00 < schultmc> .
20:00 < fungi> Jeremy Stanley
20:00 < schultmc> zv, do we have any regrets?
20:00 < schultmc> .
20:00 < schultmc> Michael Schultheiss
20:00 < zumbi> Héctor Orón Martínez
20:00 < schultmc> zv: ping
20:01 -!- milan [~milan@000268e7.user.oftc.net] has joined #spi
20:01 < schultmc> milan: welcome - please state your name
20:01 < milan> Milan Kupcevic
20:02 < schultmc> As I understand it we may have 3 regrets but will be quorate if zv is available
20:02 < zv> hi
20:02 < zv> Zach van Rijn
20:02 < zv> Regrets from .. (moment)
20:02 < zv> Forrest, Joe, and Stephen.
20:03 < schultmc> Thank you
20:03 < schultmc> [item 3, President's Report]
20:03 < schultmc> Martin, Héctor and I have been working with our auditor to get our 2023
20:03 < schultmc> financial statements audited. We are also working with the auditing firm
20:03 < schultmc> on filing our New York State and Federal annual filings. We have received
20:03 < schultmc> a 6 month extension for the time to file and are confident the filings will
20:03 < schultmc> be completed by the November 15, 2024 deadline.
20:03 < schultmc> .
20:03 < schultmc> </done>
20:03 < schultmc> [item 4, Treasurer's Report]
20:03 < schultmc> zumbi?
20:04 < zumbi> Processed pending payments in the queue, but still big amounts are pending.
20:04 < zumbi> Signed some sponsorship contracts, DebConf and Debian intership.
20:04 < zumbi> .
20:04 < schultmc> [item 5, Secretary's report]
20:04 < schultmc> zv?
20:04 < zv> The 2024 Board Election cycle is now complete and I am pleased to announce
20:04 < zv> that the following members are appointed to the SPI board:
20:04 < zv>   * Milan Kupcevic
20:04 < zv>   * Katherine (Katie) McMillan
20:04 < zv>   * Michael Schultheiss
20:04 < zv>  
20:04 < zv> Full results are available at:
20:04 < zv> https://www.spi-inc.org/corporate/votes/2024-board-election/
20:04 < zv> </>
20:04 < zv> Katie, feel free to introduce yourself after the meeting.
20:04 < zv> Welcome!
20:06 < schultmc> zv: I updated the agenda since AIUI today's meeting should include officer elections - apologies if you meant for those to be held at an alternate time
20:06 < zv> Thank you; we can proceed with that.
20:07 < schultmc> [item 6, Outstanding minutes]
20:07 < schultmc> The minutes for the 2024-07-08 meeting require approval.
20:07 < schultmc> They can be found at 
20:07 < schultmc> https://www.spi-inc.org/meetings/minutes/2024/2024-07-08/ 
20:08 < zv> Voting started for 2024-07-08 minutes, eligible to vote: { schultmc, milan, jesusalva, zumbi, fungi, zv }
20:09 < schultmc> !vote yes
20:09 < milan> !vote yes
20:09 < jesusalva> !vote abstain
20:09 < fungi> !vote yes
20:09 < zumbi> !vote yes
20:09 < zv> !vote yes
20:09 < zv> Vote closed. 5 yes, 1 abstain.
20:10 < schultmc> [item 7, Items up for discussion]
20:10 < schultmc> [item 7.1 The Mana World rebrand as Manasource]
20:10 < schultmc> jesusalva?
20:11 < jesusalva> Early in July, The Mana World Team (the directive body in charge of TMW project) decided to rename the group to better reflect they're doing multiple open source MMORPGs now
20:11 < jesusalva> SPI has a single precedent for an associated project name change, namely https://www.spi-inc.org/corporate/resolutions/2010/2010-10-11.jmd.1/
20:12 < jesusalva> While the reason is not contentious like in 2010, I feel no reason why SPI shouldn't update its records to reflect this fact.
20:12 < jesusalva> </done>
20:12 < jesusalva> Note: This change has no conflict with whereas 1 from https://www.spi-inc.org/corporate/resolutions/2014/2014-07-07.mzh.1/ ─ when they were admitted as an associated project.
20:13 < fungi> i see no reason for concern
20:13 < zv> As a personal side note, since SPI does not control or govern projects, and they are free to rename at will, such a resolution should only be for internal recordkeeping and not be any more restrictive than the case of onboarding the newly-named project.
20:13 < schultmc> Seems straightforward
20:14 < zv> The only concern I would have is, what happens if a different project claims to be "The Mana World"? Is that a non-issue?
20:14 < jesusalva> It's a non-issue, because they're keeping their older MMORPG with that brand name
20:15 < zv> OK
20:16  * jesusalva waits for a vote to be called
20:17 < zv> schultmc: shall I start a vote?
20:17 < schultmc> zv: yes please
20:17 < zv> Voting started for The Mana World rebrand as Manasource, eligible to vote: { schultmc, milan, jesusalva, zumbi, fungi, zv }
20:17 < schultmc> !vote yes
20:17 < jesusalva> !vote yes
20:17 < zv> !vote yes
20:17 < zumbi> !vote yes
20:17 < milan> !vote yes
20:17 < fungi> !vote yes
20:17 < zv> Vote closed. 6 yes, 0 abstain.
20:18 < schultmc> [item 7.2 Legal Counsel Fees]
20:18 < schultmc> jesusalva?
20:19 < jesusalva> This one I sent in spi-general list earlier so the community could provide feedback. I received privately feedback from both schultmc and tbm, which were already reflected in the resolution.
20:19 < jesusalva> The goal is to ensure General Fund remains sustainable and available to all projects and SPI as a whole, without really changing SPI current practices
20:20 < jesusalva> I received no further feedback so I submit the resolution for SPI Board to vote.
20:20 < jesusalva> </done>
20:21 < zv> I have some opinions/questions on this one.
20:21 < zv> (1) "will be billed against the project" does not leave room for discretion.
20:21 < jesusalva> It's the general rule, yes. The exception/discretion is at (7)
20:22 < zv> How are rates communicated? Does the project get to agree to move forward?
20:22 < jesusalva> Yes, see item (4)
20:22 < jesusalva> And (5) I guess
20:22 < zv> "the project will only be billed with the liaison's acknowledgement;" OK
20:22 < zv> I'd substitute for "approval"
20:23 < jesusalva> I'm fine with that word change
20:24 < zv> no further questions from me on this matter. I would like to solicit board opinions about whether everyone feels comfortable as written, pr requests more time to review/consider
20:24 < zv> s/pr/or
20:24 < fungi> good point, the liaison could refuse/object, but that's still an acknowledgement of sorts
20:25 < fungi> i'm okay with moving forward on it, assuming the requested edit is made
20:25 < zv> minor nit: "Legal fees which can benefit multiple projects" --> "Legal services which can benefit multiple projects"
20:25 < fungi> i think it reflects well what we've discussed in the past for better aligning extraordinary legal expenses
20:25 < zv> Voting started for Legal Counsel Fees, eligible to vote: { schultmc, milan, jesusalva, zumbi, fungi, zv }
20:25 < jesusalva> !vote yes
20:26 < jesusalva> (with those two word changes)
20:26 < schultmc> !vote yes
20:26 < fungi> !vote yes
20:26 < zv> !vote yes
20:26 < milan> !vote yes
20:26 < zumbi> usually we never get a quote beforehand, so it might be hard to disclose cost for approval
20:26 < zumbi> !vote abstain
20:26 < zv> Vote closed. 5 yes, 1 abstain.
20:26 < zv> I will amend with the agreed points.
20:27 < schultmc> [item 7.3 Officer Elections]
20:27 < jesusalva> Yes zumbi, (5) is a safeguard for this case too.
20:27 < schultmc> zv?
20:27 < zv> The results of the election are as described in the Secretary Report, which are repeated here:
20:27 < zv> The 2024 Board Election cycle is now complete and I am pleased to announce
20:27 < zv> that the following members are appointed to the SPI board:
20:27 < zv>   * Milan Kupcevic
20:27 < zv>   * Katherine (Katie) McMillan
20:27 < zv>   * Michael Schultheiss
20:27 < zv>  
20:27 < zv> Full results are available at:
20:27 < zv> https://www.spi-inc.org/corporate/votes/2024-board-election/
20:27 < schultmc> Thank you for all  of our officers and directors who have served SPI for the
20:27 < schultmc> past several years. Best wishes to those officers and directors who are leaving
20:27 < schultmc> the SPI board and welcome to all new and continuing directors.
20:28 < zv> Of note, Stephen Frost's term has expired.
20:28 < zv> Thank you, Stephen, for your hard work and dedication.
20:29 < zv> We need to fill the following positions:
20:29 < zv> (1) President
20:29 < zv> (2) Vice President
20:29 < zv> (3) Director
20:29 < zv> schultmc: how do you wish to do this?
20:29 < jesusalva> I would like to nominate myself for the position of Vice President. Of note is that all officer terms are of one year.
20:29 < schultmc> AIUI, we need to elect all 4 officers
20:30 < schultmc> We should have calls for nominations and votes for each officer
20:30 < jesusalva> (That's how I understand it as well, and iirc how it was done in the past as well)
20:30 < schultmc> I am interested in serving as president if the board decides to select me
20:30 < zv> Right. First, is everyone still present?
20:31 < fungi> i'm fairly sure i am
20:31 < zv> schultmc, milan, jesusalva, zumbi, poke.
20:31 < zumbi> pong
20:31 < schultmc> pong
20:31 < jesusalva> pong
20:31 < milan> present
20:32 < fungi> so we still (barely) have quorum
20:32 < zv> Excellent. Is anyone interested in continuing in their current position except as stated above, as in jesusalva --> Vice President, and schultmc --> President?
20:32 < jesusalva> fungi: Better than going a week without officers, I guess? ^_-
20:33  * fungi nods
20:33 < zumbi> I am fins continuing one more term in my current role if board is in favor of it
20:33 < zumbi> fine*
20:33 < zv> Voting started to confirm schultmc as President, eligible to vote: { schultmc, milan, jesusalva, zumbi, fungi, zv }
20:33 < jesusalva> !vote yes
20:33 < schultmc> !vote yes
20:33 < fungi> !vote yes
20:33 < zv> !vote yes
20:33 < milan> !vote yes
20:33 < zumbi> !vote yes
20:34 < zv> Vote closed. 6 yes, 0 abstain.
20:34 < zv> Other than jesusalva, anyone for Vice President?
20:34 < zv> assuming no.
20:35 < zv> Voting started to confirm jesusalva as Vice President, eligible to vote: { schultmc, milan, jesusalva, zumbi, fungi, zv }
20:35 < zumbi> !vote yes
20:35 < fungi> !vote yes
20:35 < milan> !vote yes
20:35 < jesusalva> !vote yes
20:35 < zv> !vote yes
20:35 < schultmc> !vote yes
20:35 < zv> Vote closed. 6 yes, 0 abstain.
20:35 < zv> other than zumbi, anyone for Treasurer?
20:36 < zv> assuming no.
20:36 < zv> Voting started to confirm zumbi as Treasurer, eligible to vote: { schultmc, milan, jesusalva, zumbi, fungi, zv }
20:36 < jesusalva> !vote yes
20:36 < schultmc> !vote yes
20:36 < zumbi> !vote yes
20:36 < fungi> !vote yes
20:36 < zv> !vote yes
20:36 < milan> !vote yes
20:36 < zv> Vote closed. 6 yes, 0 abstain.
20:37 < zv> other than myself, anyone for Secretary?
20:37 < zv> (I would like to continue as Secretary)
20:37 < zv> assuming no.
20:38 < zv> Voting started to confirm zv as Secretary, eligible to vote: { schultmc, milan, jesusalva, zumbi, fungi, zv }
20:38 < zumbi> !vote yes
20:38 < jesusalva> !vote yes
20:38 < zv> !vote yes
20:38 < milan> !vote yes
20:38 < fungi> !vote yes
20:38 < schultmc> !vote yes
20:38 < zv> Vote closed. 6 yes, 0 abstain.
20:39 < schultmc> Thank you to our new and continuing officers and thank you again to Stephen Frost for his service to SPI. We wish him well in his future endeavors.
20:39 < schultmc> [item 8, Any other business]
20:40 < schultmc> Anything to discuss?
20:40 < schultmc> Nothing from me
20:40 < zumbi> Nothing from me
20:40 < fungi> nope
20:40 < jesusalva> Not really
20:40 < milan> nothing here
20:40 < schultmc> [item 9, Next board meeting]
20:40 < schultmc> The next board meeting is scheduled for: September 9, 2024 at 2000 UTC.
20:40 < schultmc> Any objections?
20:40 < schultmc> No objections here
20:40 < zv> No objections. Katie (anyone have her username?) will need to fill out a CoI form.
20:40 < zumbi> None
20:40 < fungi> i should be available, thanks
20:40 < milan> non objections
20:40 < jesusalva> None here
20:41 < jesusalva> Also no idea on Katherine's username/nickname, I only know her email
20:41 < jesusalva> (Because she posted in SPI mailing lists before)
20:41 < schultmc> iirc she was previously involved but I don't recall her nick
20:42 < schultmc> *GAVEL*