Board meeting, January 21st, 2002

Attending:

Branden Robinson
Drew Streib
Ean Schuessler
Ian Jackson
Martin "Joey" Schulze
Wichert Akkerman

Absent:

Manoj Srivastava

Absent with regrets:

Nils Lohner

Agenda:

Approving minutes from previous meetings
Possible new board members
OSI advisor exchange proposal
Enforcing SPI's trademarks
Joining FSG
Treasurer update
- 5% Strategy
- Accepting credit card and paypal donations
- Investment strategy
Debian domains
Next meeting

Recorder: Wichert Akkerman

The board meeting was held using Internet Relay Chat. Wichert opens the meeting at 20:08 UTC.

1. Approving minutes from previous meetings

Vote to approve the minutes of the November 26 meeting minutes as posted to the SPI board in message 20020121201618.GE28679@wiggy.net.

Votes:

Branden	in favour
Ean	in favour
Ian	in favour
Joey	abstains
Wichert	in favour

The minutes are accepted with 4 votes in favour, none against and one abstention.

2. Possible new board members

Three people have been suggested as possible new members for the SPI board of directors:

Drew Streib
Thomas Bushnell
Martin Michlmayr

Drew presents himself:

I'm former VA Linux, was a founder of sourceforge.net (although no longer affiliated them over some philosophical differences). Now I work for the free standards group, but continue to be involved in a variety of things, and in particular free software and law issues. I also am a freedb team member, and run the services for the main server. You might also have seen my keyanalyze report, as I run that monthly analysis of the web of trust (as well as keysignings quite a bit now). I'm sort of a collection of a variety of projects, mostly focusing on actual implementations

When asked where he saw SPI going in the grand scheme of things:

I've followed what SPI has been doing for awhile now. I can only comment a little on what major issues need to be solved (that SPI might be appropriate for). We continue to face obstacles to free software, but this has largely moved away from the technical and towards other issues: monopoly tactics, legal strong-arming and industry interests (SSSCA/DMCA) etc. We approach a point where using free software may be appropriate, but not available due to other non-technical reasons. The world could certainly use help from organisations (SPI) to help free software projects not just from a pure resources point of view, but from a lobbying/legal point of view as well. I wouldn't presume to know more about SPI (in particular) direction than the board, but can comment on my particular lean, and on this (legal) area that is my greatest concern. Thus my setting up of a mailing list recently, for free software/law. We've seen most of the great legal minds of the world (free software related) join the list in the past couple months. I volunteer (when then need it) with EFF as well, in my mind one of the most important organisations of our time.

Branden mentions that Drew also paid out of his own pocket for new Debian hardware since SPI's financial situation has not been straightened out yet.

Discussion on Martin and Thomas is postponed until a later meeting where they can be present.

Wichert asks Drew if he is willing to serve as an SPI board member. Drew replies he is. Wichert proceeds to call a vote to add Drew as a member to the SPI board of directors.

Votes:

Branden	in favour
Ean	in favour
Ian	in favour
Joey	in favour
Wichert	in favour

The vote is accepted with 5 votes in favour and none against. Drew joins the Board as a voting member.

3. OSI advisor exchange proposal

Nils Lohner posted a draft advisor exchange proposal for OSI and SPI. Ean mentions he posted one comment. Branden agrees with the comment and prepares an update text. Ean thinks the proposal is a good first step and thinks there is something fundamentally wrong if OSI can not agree to it. Branden thinks it is important to qualify "control". Ean thinks we should phrase it so that control is deferred instead of permanently granted. Ian wants to change the technical and billing contacts. Branden wants to keep the billing contact in order to keep things simple and obvious that SPI still owns the domain. Wichert mentions that, from InterNIC's perspective, InterNIC is the legal owner instead of the registrant; it might be interesting to consider changing to a different registrar to change that. Ean explains that SPI paying for the domain underscores our ownership if we ever have to deal with ICANN in case of a dispute. Wichert mentions that the domain is paid for until 2008 so until then this is not a real issue. Ian decides he does want SPI to remain the billing contact. Branden mails the updated text and a vote is called.

Votes for presenting joint resolution 2002-01-21 C.02.br to OSI and implementing it if they agree:

Branden	in favour
Drew	abstains
Ean	in favour
Ian	abstains
Joey	abstains
Wichert	in favour

The resolution is accepted with 3 votes in favour, none against, and 3 abstentions.

4. Enforcing SPI's trademarks

Wichert explains:

We have two options:

enforce the Debian trademark, which could cost us a lot of money

don't, so nobody else can get rights to it either

Drew adds a third option: enforce the trademark loosely (i.e. with simple "cease-and-desist" letters) but with enough force that it could be legally considered taking "reasonable action". Wichert mentions that from what he gathered from Chris Rourk we will have to sue if people do not comply. Ian asks if we can do that without lawyers. Drew mentions we can so with minimal lawyers (have them look over letters, etc.) up to the point of suing. RIAA does the same thing and gets 99% compliance on simple threat letters. Ean explains that unless we take legal action against a person using a trademark they establish rights in their use of the mark. Branden is in favour of the 3rd option, which at least puts off the decision for enforcement until an actual situation comes up. Everyone agrees. This means our strategy will be:

contact an offender ourselves
send a letter
ask Chris Rourk to send a letter
go to the media
sue

The letter in step 2 will have to be sent by the SPI secretary or an appointed legal secretary.

5. Joining FSG

Wichert proposed a resolution to have SPI sign up as a member of the Free Standards Group (FSG). Ian asks what the "the membership will be paid by" will mean for SPI. Drew explains that there has to be a value of some sort attached to the membership. In lieu of a fee, the FSG accepts "community work" related to free software and standards. There will be a contract addendum which clearly states that no money will be exchanged. Since this addendum has not been written yet a vote on the resolution is postponed.

6. Treasurer update

6.1 The 5% strategy

Branden explains the proposed 5% strategy:

If we keep money in accounts we hold on behalf of a member project, we retain 5% of all deposits made on behalf on that member project. Plus, member projects pay any expenses accrued by SPI in the course of doing things the member project directs SPI to do.

Ian is not convinced that we need this 5% and asks if we do not got enough funds from un-earmarked cheques. Ean thinks it is a low overhead really, especially if we come up with account management stuff. Wichert mentions a 5% tax means our bookkeeping will be much simpler since we will not have to bill individual small expenses to projects. Wichert is more worried if Debian will accept the 5% than if it is too much. Branden mentions that Ben (the Debian Project Leader) did not object to the percentage. Branden mentions that SPI is answerable to member projects so if they do not feel they're getting their money's worth for the 5%, we can always reconsider.

Ian also mentions we need to figure out how to divide the money we currently have. Branden answers that SPI already has about 5% of Debian's money so this policy will only affect future donations.

Wichert calls for a vote on the 5% strategy

Branden	in favour
Drew	abstains
Ean	in favour
Ian	abstains
Wichert	in favour

Vote is accepted with 3 votes in favour and 2 abstentions. (Joey had departed the meeting by this time.)

6.2 Accepting credit card and paypal donations

There is a desire to be able to accept donations using a means that is easier for donors than mailed checks or money orders. Both credit cards and PayPal have been suggested.

Drew mentions that the FSG and the GNOME foundation are doing something similar. Tim Ney is doing the work for GNOME. He thinks their conclusion was to use a merchant account at a bank, which costs about 5%. Wichert asks if this is just for credit cards. Drew confirms this and mentions we can not avoid 2-3% for Mastercard & Visa charges.

Branden mentions he has heard enough bad stories about PayPal to make him nervous about them. Ian has read the PayPal terms and conditions and thinks we should avoid them.

Branden also mentions he is willing to waive the SPI 5% surcharge on web based donations on the theory that the volume of those will be higher.

Wichert asks Branden and Drew to work on a proposal for the next SPI board meeting. They agree, and Drew will take charge on this.

6.3 Investment strategy

Branden:

I don't want to move on this until I know SPI is square with the state and federal authorities (translation: IRS), but... I liked the idea Albert Rahman pitched about rolling investment certificates. It's kind of silly to have so much money in the accounts getting eaten up by inflation, with the prime rate so low.

Drew agrees a conservative portfolio is sane, and rolling investments would fit a conservative strategy. Branden wants to know if anyone has any passionate feelings. He does not intend to invest much of SPI's total assets at first. He suggests setting aside USD6000 for 6 months' worth of USD1000 certificates. Drew wonders about the liquidity we want to maintain. Branden explains that the total assets at the moment are USD30k-40k so that suggests 6000 is a small part. The withdrawal penalty is also very low: you get back the principal minus about 10 dollars. Ian asks if they are stock index linked with a 0% floor. Branden confirms and adds there is also a 8% ceiling. Drew thinks it would be sane as a general strategy to invest around 50% in rolling certificates. Branden is not opposed to that as a long term goal but he wants to gradually move towards that. He also wants to get a good feel for our income and outlay first and wonders what the effect of the Matt Pavlovich donation will have (SPI is donating to a trust fund for his legal defence in DVD CCA versus 10 named defendants + 400 others). Ian proposes to authorize Branden to invest up to USD2000 per month in 6-month investment certificates. Wichert calls for a vote.

Branden	abstains
Drew	in favour
Ian	in favour
Wichert	in favour

The vote is accepted with 3 votes in favour and 1 abstention. (Ean had departed the meeting by this time.)

7. Debian domains

The debian.org domain has been successfully transferred to SPI. The debian.com and debian.net domains have not been transferred yet since Darren Benham is not answering the transfer confirmation requests. He is willing to give us the CRYPT-PW passwords for the domains so we can transfer them without his help though. Drew asks if this is a registrant or contact change. Wichert explains we are transferring the domains to Black Cat (who uses OpenSRS) as well as changing the contact information to SPI contacts.

8. Next meeting

The next SPI Board meeting is set for March 4, 2002 at 20.00 UTC.