Board meeting, March 18th, 2009
Board members present
- Bdale Garbee (bdale) (President)
- Joerg Jaspert (Ganneff) (Vice President)
- Jimmy Kaplowitz (Hydroxide) (Secretary)
- Michael Schultheiss (schultmc) (Treasurer)
- David Graham (cdlu)
- Luk Claes (luk_)
- Joshua D. Drake (linuxpoet)
Board members partially present
- None
Board members absent with regrets
- Martin Zobel-Helas (zobel)
- Neil McGovern (Maulkin)
Board members absent
- None
Board advisors present
- None
Registered guests present
- MJ Ray (slef)
- Kåre Thor Olsen (Kaare)
- Joe Nahmias (jello)
- Rico Gloeckner (mc)
- Bill Allombert (yp17)
- Julien Cristau (jcristau)
- Phil Brooke (philb208)
These are the minutes for the March 18th, 2009 SPI Board meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG
President's Report
Bdale congratulated Tim Golden for winning election to, and Larry Augustin for winning re-election to, the Linux Foundation board, and announced his intention to attend both the CELF Embedded Linux Conference and LF Collaboration Summit in San Francisco in April.
Treasurer's Report
Michael Schultheiss provided the following financial report for February 2009.
This report uses a cash-based method of accounting, recording donations
when deposited (not when the check was written or received by us) and
recording expenses when sent or scheduled for payment (not when
incurred).
Income Statement
for the Period February 01, 2009 - February 28, 2009
Income
Ordinary Income
Debian 30,950.53
Gallery 140.00
Madwifi.org 50.00
OpenOffice.org 5.26
PostgreSQL 16,949.26
SPI General 110.00
SPI 5% 104.75
Tux4Kids 415.00
Total Ordinary Income 48,724.80
---------
Interest Income
Key Bank Money Mkt Savings 48.94
Total Interest Income 48.94
-----
Gross Income 48,773.74
---------
Expenses
Ordinary Expenses
Debian
Processing Fees 30.17
SPI 5% 47.53
Total Debian Exp 77.70
-----
Gallery
Processing Fees 5.08
SPI 5% 7.00
Total Gallery Exp 12.08
-----
Madwifi.org
Processing Fees 2.00
SPI 5% 2.50
Total Madwifi.org Exp 4.50
----
OpenOffice.org
Processing Fees 0.21
SPI 5% 0.26
Total OpenOffice.org Exp 0.47
----
PostgreSQL
Processing Fees 2.75
SPI 5% 47.46
Travel Reimbursement 228.41
Total PostgreSQL Exp 278.62
------
SPI
PaySimple Monthly Fee 29.95
Postage 19.70
PO Box Renewal Fee 70.00
Transaction Fees 49.42
Total SPI Exp 169.07
------
Total Expenses 542.44
------
Net Income 48,231.30
=========
Balance Sheet as of February 28, 2009
ASSETS
Current Assets
Key Business Reward Checking 5,820.17
Key Business Signature Money Market Savings 193,034.06
Ameriprise Cash Mgmt Acct 13,389.51
Total Current Assets 212,243.74
TOTAL ASSETS 212,243.74
LIABILITIES & EQUITY
General and current liabilities 0.00
Equity
Reserves held in trust
Debian Earmark 127,934.92
Drupal Earmark 2,650.00
Freedesktop.org Earmark 1,666.83
Gallery Earmark 5,729.14
GNU TeXmacs Earmark 9.70
Madwifi.org Earmark 1,185.20
OpenOffice.org Earmark 1,327.32
Open Voting Foundation Earmark 392.67
Plan 9 Earmark 6,500.00
PostgreSQL Earmark 30,851.23
Tux4Kids Earmark 1,865.05
Total held in trust 180,112.06
General reserves 32,131.68
Total Equity 212,243.74
TOTAL LIABILITIES & EQUITY 212,243.
Some discussion ensued regarding the growth in funds held by SPI. Michael encouraged SPI associated projects to use funds that have been donated for their intended purpose rather than building up reserves. Bdale emphasized that only about $32,000 of funds held by SPI are on its own behalf and not in trust for associated projects. Contributing member Joe Nahmias asked about reducing the 5% fee which SPI levies on incoming donations since SPI already has a sizable reserve; it was agreed to discuss this via email. Several board members congratulated Michael once again on having regular reports each months.
Secretary's Report
Jimmy Kaplowitz provided the following secretary's report.
Within 40 minutes of the conclusion of the February 11 board meeting, the Board and I received an email from Ken Starks of HeliOS accepting SPI's offer of associated project status for HeliOS, thus making it official.
Also, I finally made the promised typo fix to the May 2008 minutes (removing a duplicated occurrence of the word "announced").
Lastly, the information in Appendix A has been changed slightly, showing the date of last election to the board instead of the date of first election, and reducing the granularity of the displayed date to the month level. This is more useful for planning future election cycles and had been requested for some time by David Graham. Thanks to him for the idea.
Outstanding Minutes
Jimmy Kaplowitz presented the minutes from December 2008, January 2009, and February 2009 for approval.
Vote to approve December 2008 minutes
| Joerg Jaspert | Yes |
| Jimmy Kaplowitz | Yes |
| Joshua D. Drake | Yes |
| David Graham | Yes |
| Luk Claes | Yes |
| Bdale Garbee | Yes |
| Michael Schultheiss | Yes |
Motion passed with a vote of Yes: 7, No: 0, Abstain: 0.
Vote to approve January 2009 minutes
| Joerg Jaspert | Yes |
| Jimmy Kaplowitz | Yes |
| Joshua D. Drake | Yes |
| David Graham | Yes |
| Luk Claes | Yes |
| Bdale Garbee | Abstain |
| Michael Schultheiss | Abstain |
Motion passed with a vote of Yes: 5, No: 0, Abstain: 2.
Vote to approve February 2009 minutes
| Joerg Jaspert | Yes |
| Jimmy Kaplowitz | Yes |
| Joshua D. Drake | Yes |
| David Graham | Abstain |
| Luk Claes | Yes |
| Bdale Garbee | Yes |
| Michael Schultheiss | Yes |
Motion passed with a vote of Yes: 6, No: 0, Abstain: 1.
Jimmy indicated that he would finish preparation of the March 2008 minutes (other than HTML formatting) and check with Martin Zobel-Helas on the status of the other pending minutes in advance of the April meeting.
Items up for discussion
Resolution 2009-03-18.mcs.1: Update Ameriprise's owner list
Michael Schultheiss presented this resolution, needed to reflect changes in SPI's board makeup in financial records with Ameriprise.
Vote on Resolution 2009-03-18.mcs.1: Update Ameriprise's owner list
| Joerg Jaspert | Yes |
| Jimmy Kaplowitz | Yes |
| Joshua D. Drake | Yes |
| David Graham | Yes |
| Luk Claes | Yes |
| Bdale Garbee | Yes |
| Michael Schultheiss | Yes |
Motion passed with a vote of Yes: 7, No: 0, Abstain: 0.
Resolution 2009-03-18.jrk.1: OpenWRT as associated project
Jimmy Kaplowitz presented a resolution to admit OpenWRT as associated project, originally numbered 2009-03-16.jrk.1.iwj.1. After much discussion, it was agreed that the board wanted OpenWRT to have a single liaison with SPI instead of the two they had originally requested, and the board named Gregers Petersen for that purpose due to his having been SPI's sole contact with OpenWRT up to this point.
The resolution as finally approved, based on a proposal by Ian Jackson, was given the number 2009-03-18.jrk.1 and is included in Appendix B of these minutes. Jimmy agreed to notify Gregers of the invitation.
Vote to approve Resolution 2009-03-18.jrk.1: OpenWRT as associated project
| Joerg Jaspert | Yes |
| Jimmy Kaplowitz | Yes |
| Joshua D. Drake | Yes |
| David Graham | Yes |
| Luk Claes | Yes |
| Bdale Garbee | Yes |
| Michael Schultheiss | Yes |
Motion passed with a vote of Yes: 7, No: 0, Abstain: 0.
Other Business
Joshua D. Drake asked for objections regarding soliciting help from the members with fixing the membership application on the website. Jimmy requested that the SPI membership committee and systems administrators be kept in the loop but otherwise had no objection. Joshua also asked about the status of the new SPI website; Jimmy replied that nobody had had time to work on it since the last meeting, and that the status was therefore unchanged since then.
Adjournment
The meeting was adjourned until Wednesday, April 15th, 2009 at 20:00 UTC in #spi on irc.oftc.net.
Appendix A: Current Board Membership
| Last elected | Name | Role |
|---|---|---|
| July 2007 | Bdale Garbee | President |
| July 2007 | Joerg Jaspert | Vice President |
| July 2008 | Jimmy Kaplowitz | Secretary |
| July 2006 | Michael Schultheiss | Treasurer |
| July 2007 | Martin Zobel-Helas | |
| July 2008 | David Graham | |
| July 2007 | Luk Claes | |
| July 2007 | Joshua D. Drake | |
| July 2006 | Neil McGovern |
Appendix B: Approved Resolutions
Resolution 2009-03-18.mcs.1: Update Ameriprise's owner list
SPI resolution 2009-03-18.mcs.1
WHEREAS
1. Ameriprise Financial ("Ameriprise") currently holds funds in an
account for Software in the Public Interest, Inc. ("SPI");
2. Ameriprise's list of account owners for SPI's account is out of
date, listing only Branden Robinson (a former SPI board member) and
James R. Kaplowitz;
3. Ameriprise requires a Board resolution or meeting minutes
enumerating those who should be listed as account owners for a
corporation;
THE SPI BOARD RESOLVES THAT
3. The account owners for SPI's Ameriprise account should be updated to
include Michael C. Schultheiss, remove Branden Robinson, and retain
James R. Kaplowitz;
4. This resolution supersedes resolution 2006-04-18.br.1
Resolution 2009-03-18.jrk.1: OpenWRT as associated project
1. OpenWRT is a substantial and useful open source project.
2. OpenWRT would like SPI's support and assistance, including taking
donations.
THE SPI BOARD RESOLVES THAT
3. OpenWRT 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. SPI recognises that OpenWRT is governed by the Charter available at
[https://dev.openwrt.org/wiki/NonProfit](https://dev.openwrt.org/wiki/NonProfit)
as modified from time to time via the processes in the Charter itself.
5. SPI understands that Gregers Petersen has been
appointed according to the Charter by OpenWRT as the liaison to SPI.
6. This invitation will lapse, if not accepted, 60 days after it is
approved by the SPI Board.