Board meeting, September 12th, 2016
Board members present
- Martin Michlmayr (tbm) (President)
- Joerg Jaspert (Ganneff) (Vice President)
- Michael Schultheiss (schultmc) (Treasurer)
- Valerie Young (spectranaut) (Secretary)
- Luca Filipozzi (luca)
- Jimmy Kaplowitz (Hydroxide)
- Dimitri John Ledkov (xnox)
- Andrew Tridgell (tridge)
- Martin Zobel-Helas (zobel)
Board members partially present
- None
Board members absent with regrets
- None
Board members absent
- None
Board advisors present
- None
Registered guests present
- Mark Atwood (MarkAtwood)
- Jonathan McDowell (Noodles)
These are the minutes for the September 12th, 2016 SPI Board Meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG.
President's Report
Onboarding material has been created for new directors. See onboarding.
Treasurer's report
Michael Schultheiss and Martin Zobel-Helas hope to be caught up on outstanding reports by next meeting. Federal and NYS taxes were filed before the August 15th deadline.
Secretary's report
Valerie Young had nothing to report.
Outstanding minutes
Vote on Meeting Minutes for 11th August 2016:
| Luca Filipozzi | Yes |
| Joerg Jaspert | Yes |
| Jimmy Kaplowitz | Yes |
| Dimitri John Ledkov | Yes |
| Martin Michlmayr | Yes |
| Michael Schultheiss | Yes |
| Andrew Tridgell | Yes |
| Valerie Young | Yes |
| Martin Zobel-Helas | Yes |
Motion passed with a vote of 9 yes, 0 no, 0 abstain, 0 missing.
Items up for discussion
Directors and officers liability insurance update
Martin Michlmayr sent an email to the Nonprofit Coordinating Committee of New York (NPCC) to clarify whether member non-profits must be located in specific counties of New York State. He hopes to hear back by next meeting.
Voting algorithm review
Martin Michlmayr suggest we revisit the question of voting algorithm at the next face-to-face board meeting.
Onboarding material update
On boarding material has been created for new directors and project liaisons. Andrew Tridgell will expand the project liaison onboarding with information about PayPal and the donation process. See onboarding for project liaisons.
Assignment of a new sponsor for the Open Fashion Foundation
Martin Michlmayr volunteered to be the sponsor of Open Fashion Foundation's application to SPI.
Resolution 2016-09-12.jrk.1: Canadian bank account for SPI
| Luca Filipozzi | Yes |
| Joerg Jaspert | Yes |
| Jimmy Kaplowitz | Yes |
| Dimitri John Ledkov | Abstain |
| Martin Michlmayr | Abstain |
| Michael Schultheiss | Yes |
| Andrew Tridgell | Yes |
| Valerie Young | Yes |
| Martin Zobel-Helas | Yes |
Motion passed with a vote of 7 yes, 0 no, 2 abstain, 0 missing.
Any other business
Jimmy Kaplowitz will revise bylaws based on member feedback and report on changes next meeting. Valerie Young will create a Doodle poll regarding a potential face-to-face board meeting.
Adjournment
The meeting was adjourned until Monday, October 10th, 2016 at 20:00 UTC in #spi on irc.spi-inc.org.
Appendix A: Current Board Membership
| Last elected | Name | Role |
|---|---|---|
| July 2014 | Martin Michlmayr | President |
| July 2016 | Joerg Jaspert | Vice President |
| July 2015 | Michael Schultheiss | Treasurer |
| July 2016 | Valerie Young | Secretary |
| July 2016 | Luca Filipozzi | |
| July 2016 | Jimmy Kaplowitz | |
| July 2015 | Dimitri John Ledkov | |
| July 2016 | Andrew Tridgell | |
| July 2016 | Martin Zobel-Helas |
Appendix B: Resolutions
Resolution 2016-09-12.jrk.1: Canadian bank account for SPI
WHEREAS 1. Debian has expressed multiple needs for a Canadian dollar account with a Canadian bank, including a time-sensitive need for the 2017 Debian conference; 2. Such an account could be useful to other SPI projects once it exists; 3. Preliminary explorations specific to Canada indicate that the way to accomplish this with the least hassle is for SPI to open the Canadian bank account directly, rather than creating a separate legal entity; 4. Preliminary explorations further indicate that SPI can rely on the US-Canada tax treaty to file for exemption from Canadian income tax; 5. At the August 11, 2016 SPI board meeting, SPI directors generally expressed a consensus that having a presence in Canada would be useful; 6. Jimmy Kaplowitz and Luca Filipozzi are the SPI directors who have expressed the most interest in having this account exist; THE SPI BOARD RESOLVES THAT 1. Subject to paragraphs 2 through 4 below, Jimmy Kaplowitz and Luca Filipozzi, acting jointly on SPI's behalf, are authorized and directed to: a) Gather any needed professional advice and informal information on what time commitment, obligations, and expenses would be incurred by SPI increasing its nexus with Canada through the opening of a Canadian bank account; b) Gather the corresponding answers with respect to Quebec specifically, since Quebec is the only province in Canada that operates its own separate tax authority, and since DebConf17 will be taking place in that province; c) If the answers seem acceptable to them, consult with the Treasurer (and preferably Martin Zobel-Helas as Assistant Treasurer) to ensure that the Treasurer is okay with the answers; d) If the answers seem acceptable to the Treasurer as well as them, file any necessary paperwork with the Canadian and Quebec tax authorities to claim exemption from income tax, and identify one or more suitable Canadian bank account options denominated in Canadian dollars; e) If subparagraph d) has been completed, consult with the Treasurer (and preferably the Assistant Treasurer) to make a choice of one or more bank account(s); f) Once the choice of bank account(s) has been agreed with the Treasurer, open the bank account(s), with each of them individually, as well as the Treasurer and Assistant Treasurer individually, having signing authority. 2. The authorization from paragraph 1 shall expire on August 31, 2017. It shall allow expenditure from SPI general funds of up to 2000 US dollars for purposes such as professional advice and government filing fees. The existing practice of reimbursing reasonable administrative expenses such as postage and photocopying shall not count against the $2000 limit. Any other authorities for expenditure shall remain similarly undisturbed and separate, including Resolution 2004-05-04.dbg.2.iwj.1: Expedited financial problems solving. 3. Since the current needs are exclusively for the Debian project, Jimmy Kaplowitz and/or Luca Filipozzi will ask Debian if it would be willing to reimburse SPI's general fund for some of the above expenses, accepted at the discretion of the Treasurer or Assistant Treasurer. The account will nevertheless be useful enough to SPI projects broadly that this is not a prerequisite to proceed. 4. The new Canadian bank account will be opened with such SPI general funds as the Treasurer or Assistant Treasurer deems appropriate, and with such associated project funds (likely Debian) as the corresponding project liaisons deem appropriate.