Board meeting, May 8th, 2017

Board members present

Martin Michlmayr (tbm) (President)
Michael Schultheiss (schultmc) (Treasurer)
Valerie Young (spectranaut) (Secretary)
Luca Filipozzi (luca)
Dimitri John Ledkov (xnox)
Jimmy Kaplowitz (Hydroxide)

Board members partially present

None

Board members absent with regrets

None

Board members absent

Joerg Jaspert (Ganneff) (Vice President)
Martin Zobel-Helas (zobel)
Andrew Tridgell (tridge)

Board advisors present

None

Registered guests present

Jonathan McDowell (Noodles)

These are the minutes for the May 8th, 2017 SPI Board Meeting, held at 20:00 UTC in #spi on irc.spi-inc.org. LOG.

President's Report

President's report, as added to the agenda:

I signed some contracts related to DebConf over the last months. Thanks to the DebConf organizers for working with the venue and other companies. We also have a quote for D&O liability insurance which we have to review. I've been away due to personal reasons but should have more time from now on.

Treasurer's report

Michael Schultheiss, Dimitri John Ledkov and Martin Zobel-Helas are working to import 2017 data into ledger. Schultheiss requested an automatic 6 month extension to our 2016 federal tax filing and the request was granted; the 990 federal tax fillings are due on November 15th, 2017. It is a goal of the board to hire an outside accountant to the tax filings and audits before November 2017. If the board does not meet our goal, Schultheiss has the expertise to do the filings in-house. Schultheiss also reports the new New York City mail service works well and he will set up forwarding from the Indianapolis PO box to the NYC address this month.

Secretary's report

Valerie Young attended the The Document Foundation (TDF) advisory board meeting on April 20th, 2017. TDF is doing well and had no questions for SPI.

Outstanding minutes

Vote on Meeting Minutes for 13th March 2017:

Luca Filipozzi	Yes
Jimmy Kaplowitz	Yes
Dimitri John Ledkov	Yes
Martin Michlmayr	Yes
Michael Schultheiss	Yes
Valerie Young	Yes

Motion passed with a vote of 6 yes, 0 no, 0 abstain, 0 missing.

Items up for discussion

Review progress of reimbursement streamlining

Luca Filipozzi has outlined a reimbursement streamlining plan based on the February face-to-face discussion. See documentation in Appendix B.

Filipozzi would like the board to provide guidance on the Data and Technology sections, and for board members to volunteer to take action items by adding their initials. Filipozzi acknowledges he incorporated Micheal Schultheiss's feedback with regard to reimbursing applicants in their home currency; last meeting he proposed reimbursing applicants only in USD to ease SPI's work but Schultheiss explained such a policy would not eliminate work. Instead, the plan includes a mandate for "one reimbursement request per currency".

Filipozzi is also in contact with the DebConf2017 organizers to communicate and field feedback on any future changes to the reimbursement process. Additionally Filipozzi has found a colleague at UBC ECE who expressed interested in doing part time work to process reimbursements for SPI. Filipozzi will be meeting with her to discuss the work in more detail this week.

Finally Filipozzi request a permission from the board to move forward with the plan as outline. All board members present consent. Absent board members are request to reply within 48hr of the meeting with any other concerns.

External advice for 2017 financial audit

Martin Michlmayr states he has not been able to move forward with this item but will report back next board meeting. If any board member would like to pick up this task, please contact Michlmayr.

Review of action items

Luca Filipozzi: Along with the work on the reimbursement streamlining, Filipozzi has become documenting SPI board members roles and responsibilities. He will need assistance filling in the assets. See documentation in progress in Appendix C.

Dimitri John Ledkov: Ledkov, Schultheiss and Zobel have closed the 2016 account but not prepared the relevant filings.

Martin Michlmayr: Michlmayr has sent legal questions to Mishi and documented banking procedures.

Jimmy Kaplowitz: Kaplowitz has not heard back from Mishi and will follow up with her this soon with regard to the new bylaws.

Michael Schultheiss: Schultheiss will set up mail forwarding this month.

Valerie Young: Young will send an email about SPI membership with request for feedback soon.

Any other business

DebConf2017

Dimitri Ledkov reports DebConf organizers have asked whether SPI could support the use of an online payment in the DebConf portal, either through PayPal or Stripe, to accept payments from attendees. The board agree it is possible. Additionally it is possible to get a PayPal card readers gratis from PayPal to accept payments on the ground. Martin Michlmayr asks if a board member could respond to the organizers with this answer.

Use of 5-year CD for SPI funds

Dimitri Ledkov asks for a status update on the ongoing discussion of whether or not to use a 5 year CD for 250k of SPI's assets. The fee for withdrawing money early will be the cost of the first year of interests. SPI presently is getting 0% interest on its monetary assets. Michael Schultheiss states he will follow up in email.

Adjournment

The meeting was adjourned until Monday, June 12th, 2017 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: Reimbursement Streamlining Plan -- In Progress

New SPI Reimbursement Process

Business

Challenge: the current process used by SPI to reimburse expenses is viewed by our Affiliated Projects' members as being inefficient and cumbersome
Opportunity: leverage existing competencies in business administration and technology management to develop a new process that is more efficient and less cumbersome, at least in some aspects
Key Principle: move the processing burden from SPI to Submitter and Project Liaison

Application

Definitions
- Roles
  - Submitter (role)
  - Project Liaison (role)
  - AP/AR Validator (role)
  - AP/AR Processor (role)
- Queues
  - Project Liaison Queue
  - AP/AR Validator Queue
  - AP/AR Processor Queue
- Fields
  - TBD
- Master data
  - Affiliated Projects
  - Reimbursement Categories
  - Valid Currencies
- Other
  - Reimbursement Request Form - the HTML/JS form that Submitters will use to submit a Reimbursement Request Submission
  - Reimbursement Request - the RT ticket containing the details of the request
- Policies
  - Project Reimbursement Policy - each Project may define which expenditures are considered acceptable for reimbursement
  - SPI Reimbursement Policy - the Board may define which expenditures are considered acceptable for reimbursement; when Project Reimbursement Policy conflicts with SPI Reimbursement Policy, SPI Reimbursement Policy must be used in preference to Project Reimbursement Policy
Process
- Submitter is responsible for generating a Reimbursement Request
  - Population of a Reimbursement Request Form (no authentication required) consisting at least of
    - Submitter Details
      - identification: firstName, lastName
      - contact details: emailAddress, phoneNumber
      - account details: bankName, swiftNumber, transitNumber, accountNumber, accountType, etc.
    - Expenditure Details
      - currency of expenditures
        
        all expenditures claimed in the request must be in the same base currency
        
        if the Submitter has expenditures in multiple currencies, then multiple requests must be submitted, one for each currency
      - breakdown of expenditures by Reimbursement Category
      - substantiating documentation (in PDF) for said expenditures
        
        Submitter must scan / print all substantiating documentation and provide a single PDF file
    - Project Details
      - projectName (drop down list)
    - Recaptcha or similar to prevent spam
  - Processing
    - submission of the form which will cause a Reimbursement Request to be created, represented as an RT ticket in an Project Liaison Queue (determined by projectName)
- Project Liaison is responsible for managing tickets in the Project Liaison Queue
  - Validating
    - that the Submitter Details are complete
    - that the Expenditure Details are complete and compliant
      - that the attached documentation provides substantiation for the expenditures being claimed
      - that the expenditures being claimed are in compliance with Project Policy and SPI Policy
  - Processing
    - if valid, set Liaison Approval to approved and move the RT ticket to the AP/AR Validator Queue
    - if not valid, set Liaison Approval to not approved; work with Submitter to make corrections (loop) or close the ticket
  - NB: only tickets pending Project Liaison validation or correction should be new/open this queue; if a ticket is in resolved state, then the Submitter has failed to satisfy the Project Liaison's criteria for approving a Reimbursement Request
- AP/AR Validator is responsible for managing tickets in the AP/AR Validator Queue
  - Validating
    - that the Liaison Approval is set to approved that the Project has sufficient funds to fund the Reimbursement Request
    - that the Submitter Details (esp account details) are sufficient for payment to proceed
    - that SPI Policy has been satisfied
  - Processing
    - if valid, set SPI Approval to approved and move the RT ticket to the AP/AR Processor Queue
    - if not valid, set SPI Approval to not approved, add a comment indicating the reason that validation failed, and move the RT ticket to the Project Liaison Queue
  - NB: only tickets pending SPI validation should be new/open in this queue; there should be no resolved tickets in this queue; either demote them to the Project Liaison to close or promote them to the AP/AR Processor for payment
- AP/AR Processor is responsible for managing tickets in the AP/AR Processor Queue
  - Validating
    - that the Liaison Approval is set to approved
    - that the SPI Approval is set to approved
  - Processing
    - attempting to execute payment to transfer funds to the Submitter in the currency specified, with currency conversion and processing costs borne by the Project [keep the Submitter whole whenever possible]
    - if payment successful, set Payment in USD to the final amount (including processing fees, currency conversions, etc.), set SPI Payment to completed, add correspondence indicating payment details (amount, est date of transfer, etc.), and resolve the ticket
    - if payment unsuccessful, set SPI Payment to not completed, set SPI Approval to not approved, add a comment indicating the reason that payment failed and move the RT ticket to the Project Liaison Queue
  - NB: only tickets that are pending SPI payment processing should be new/open in this queue; if a ticket is in resolved state, then payment has been completed
Summary/Comments
- Roles
  - Submitter - is responsible for gathering all the details and submitting the form
  - Project Liaison - is responsible for validating the submission, to the greatest extent possible, including account details
  - AP/AR Validator - is responsible for ensuring that the submission meets SPI Reimbursement Policy (and has all the necessary details)
  - AP/AR Processor - should only

Appendix B: SPI Roles and Responsibilities -- In Progress

Overview

Generally, SPI is both governed and managed by SPI Board Members. By this, we mean that most of SPI's day-to-day work is executed by the Board Members rather than by volunteers or staff members. [1]
Like any organization, SPI should follow a "least-privilege" opsec model with regards to corporate assets, implemented using RBAC.

Assets

Systems
- TBD
Applications
- Request Tracker
- Membership Management
- Mailing List
- Website
Financial
- Ledger
- Bank Accounts
- Payment Processors
- Donation Processors

Roles

Board Member
Officers
- President
- Vice President
- Treasurer
- Secretary
Standing Committees
- Membership Committee
  - Chair
  - Member
- Administrator
  - Chair
  - Member
Sub Officers
- Internal Auditor
- Assistant Internal Auditors
- Assistant Treasurers
- Assistant Sysadmins
- AP/AR Validator
- AP/AR Processor
Project Liaison

Notes

[1]: Noodles is a glaring and wonderful exception.