Face-to-face meeting in New York, February 12-14, 2016

The SPI board met in New York in February 2016 to discuss a number of topics. The meeting was held at Software Freedom Law Center (SFLC). Eben Moglen and Mishi Choudhary from SFLC were available to answer legal questions. Brian Gupta from Debian also attended parts of the meeting.

Board members present

• Bdale Garbee (bdale) (President)
• Michael Schultheiss (schultmc) (Treasurer)
• Martin Michlmayr (tbm) (Secretary)
• Joshua D. Drake (linuxhiker)
• Dimitri John Ledkov (xnox)
• Martin Zobel-Helas (zobel)

Board members partially present

• None

Board members absent with regrets

• Joerg Jaspert (Ganneff) (Vice President)
• Robert Brockway (Solver)
• Gregers Petersen (glp)

Board members absent

• None

Board advisors present

• None

Guests present

• Brian Gupta
• Eben Moglen
• Mishi Choudhary

Summary

• Objectives of the meeting

  • Discuss new by-laws
  • Get to a solid understanding of what we want our financial system to be like
  • Agree on mission and roadmap

• Defunct projects

  • Projects should have a succession plan. The boiler plate for new projects should contain language that funds are transferred to the general fund if the project becomes defunct.
  • One idea would be to require a brief update for the annual report as a way for SPI to see that projects are active. If projects fail to submit reports for several years, SPI can investigate whether the project is still active.
  • When a project becomes defunct, we can keep their domain name around for 5 years just in case.
  • The board reviewed existing projects and decided to reach out to some to see if they are still active.

• SPI logo

  • SPI evaluated the current logo proposals and decided not to adopt any of the proposed logos. However, there is some agreement that new branding would be beneficial. There is also a need for a vector version of the logo. We can use the vectorized SVG provided by Valessio Brito to make it look nice on high resolution screens.

• License of web site

  • Michlmayr noted that we don't use the latest Creative Commons license on the web site. One advantage of the 4.0 licenses is that they are more global. Garbee pointed out that copyright of the web site is held by SPI, so we can relicense easily if needed. We'll add a note to the web site repository to make clear that contributions are copyrighted by SPI.

• Onboarding and procedures

  • We should document procedures of the various teams. There's currently little understanding among the board of IT and memberships related processes and procedures. New directors are also not aware of the acceptance process of new associated projects.
  • Michlmayr documented secretary duties and activities recently.
  • Board members should have read-only access to all Git repositories.

• IT infrastructure

  • Board members can provide patches to puppet.git and help sysadmins
  • Sysadmins do not need to be part of the Board of Directors
  • Jonathan McDowell implemented a new membership system based on modern technology but is waiting for SPI to provide hosting for it. During the meeting, the Git repo was copied from Jonathan McDowell's GitLab repo to git.spi-inc.org.

• Deprecation of SPI CA

  • We intend to deprecate the SPI CA as of December 31st 2016. We'll announce these plans on spi-announce so there will hopefully be no users left at that point.
  • Debian already removed the CA from the ca-certificates package.
  • However, OFTC and to some extend Debian still use it as far as we know.

• Members

  • We can prune members with our current by-laws. Before adopting new by-laws, we have to remove inactive members because of quorum requirements to change the by-laws.
  • We should get regular updates on new and pending members.
  • We should ping outstanding members soon.

• D&O insurance

  • There have been efforts in the past to obtain directors and officers (D&O) liability insurance for SPI but they stalled.
  • It's unreasonable to expect volunteers to serve on the SPI board without D&O insurance.
  • The board agrees that SPI should obtain D&O insurance.

• SPI mailing lists

  • Should generate unapproved emails stats, monthly to the board

• By-laws

  • The current by-laws are out-of-date and don't reflect SPI's practices.
  • Mishi Choudhary from SFLC presented a draft of new by-laws and the board discussed the draft.

• General fund

  • Due to generous donations, SPI's general fund is higher than it has been historically.
  • The board agreed to use funds to improve SPI's operations.
  • The board agreed to use funds to increase advocacy related to SPI.
  • The board found the face-to-face meeting very beneficial and decided to use general funds for more periodic meetings (possibly once per year or every three years).
  • The board agreed that, given the amount of money held by SPI, it makes sense to perform an independent audit annually, even though SPI is currently not required to do an audit.
  • There was no consensus to use general funds to support activities on an SPI level that could be done directly by associated projects.

• Financial management

  • The objective is to improve the process and to allow associated projects get access to detailed financial records.
  • The board discussed the current process.
  • Bradley M. Kuhn from Software Freedom Conservancy presented their system based on ledger-cli.
  • The board agreed to adopt ledger-cli (or a related tool, such as beancount) because the workflow is similar to FOSS development. Garbee noted that there have been more contributions to the web site since moving to ikiwiki.
  • Schultheiss added various bank statements to a private Git repository.
  • A subset of the board started adding initial data to ledger.