Face-to-face meeting in New York, November 22-23, 2019

The SPI board met in New York in November 2019 to discuss a number of topics. The meeting was held at the offices of Hudson River Trading. The board again wishes to thank Hudson River Trading for their generosity.

Board members present

Michael Schultheiss (schultmc) (President)
Stephen Frost (Snow-Man) (Vice-President)
Martin Zobel-Helas (zobel) (Treasurer)
Tim Potter (tpot) (Secretary)
Luca Filipozzi (luca)
Forrest Fleming (fsf)
Chris Lamb (lamby)
Héctor Orón Martínez (zumbi)

Board members partially present

None

Board members absent with regrets

Andrew Tridgell (tridge)

Board members absent

None

Board advisors present

None

Registered guests present

None

Friday, November 22nd 2019

Opening

Michael Schultheiss - welcome.
Overview of treasurer sprint:
- Treasurer RT queue nearly emptied.
- Many payments made and some double and missing payments rectified.
- Various contract and invoicing issues addressed.
- Credit applications for Debian to various vendors also addressed.

Summary of audit result

Michael Schultheiss gave a summary of the first financial audit of SPI by an independent auditor. The audit was a success with no material financial or organizational issues found.
Auditor gave several recommendations:
- SPI should increase the segregation of duties amongst the directors.
- SPI should convert to accrual-based accounting from a cash-based system.
- SPI should implement a gift policy.
- SPI should implement a whistleblower policy.
- A sponsorship policy should also be considered.
Decisions/Action Items
- We need to engage with auditor earlier in the year to facilitate earlier filing of tax forms, including:
  - Federal Form 990 (always).
  - NY State CHAR 500 (Switch registration to Dual (EPTL and 7-A) when necessary as determined by the auditor).
- Talk to Martin Michlmayr to convert to accrual-based accounting for 2020, commencing immediately.
- Draft the recommended policies.
- Resolved to use the firm for last year's audit for subsequent audits.
- Discuss the creation of a sponsorship policy.
- Deliver audit data to accountant Gary by end of January/early February with goal of having audit completed by July AGM.

Discussion of the renewal of Martin Michlmayr's contract

Tim Potter brought up the renewal of Martin Michlmayr's part-time contract of working of working for SPI.
- Martin has been doing a fantastic and much-needed job and there have been no issues or complaints.
Decision/Action Items
- Michael Schultheiss to renew Martin's contract for another year.
- Suggest to Martin that unsolicited proposals for future work come with a time and scope estimate which can be voted on by the Board.

SPI Mandate

Luca led an interesting discussion about the mandate of SPI. What is the difference between SPI vs Software Freedom Conservancy? Should there be two organizations in this space?
Conclusion: SPI and Software Freedom Conservancy have different model of interacting with projects with Conservancy more day-to-day hands-on with projects.
Decision: the opinion was that there is enough difference between SPI and Conservancy to keep SPI as a going concern.

Discussion about SPI's legal affairs

Michael Schultheiss to look into finding another lawyer for paid work to help with our increasing legal load.

Directors' and Officers' Insurance

Luca Filipozzi brought up the topic of Directors' and Officers' insurance for SPI. Our previous insurance provider exited the non-profit insurance section of the market and declined to insure SPI for 2019/2020.
Insurance is now in place back dated to the August 18 2019 through to August 2020.

General Liability Insurance

Stephen Frost asked about general liability insurance for SPI.
Discussion
- Should we obtain general liability insurance?
- If so, for which jurisdictions?
Decisions/Action Items
- Stephen Frost to pose this question to a lawyer.

Policies and Documentation

As recommended by the auditor SPI should put some more policies and documentation in place. In particular we are missing:
- Expense policy - that is what we can spend money on to comply with New York law for non-profits.
- Whistleblower policy - where does a whistleblower complain to?
- Gift policy - value and nature of gifts to and from SPI, again to comply with New York law for non-profits.
- Code of Conduct for projects.
- Possible update to bylaws for code of conduct requirement for member projects?
Decision/Action Items
- Tim Potter to survey members of code of conduct.
- Someone to obtain advice from accountant about whistleblower and gift policy.

New bylaws

Last year the new bylaws unfortunately failed to pass by a small margin. We would like to try again as the new bylaws address a number of issues with the existing ones which are very old at this point.
Discussion
- Much easier to make bylaw modifications with new bylaws, so focus on passing new bylaws in preference to making more modifications.
- Advertise/market the need for bylaws in order to encourage more voting.
Decision/Action Items
- Tim Potter to fix typos and minor changes and resubmit for a vote in 2020.

Another contractor for general work

Luca Filipozzi brought up the idea of developing a new contractor.
Discussion
- It is considered a good idea to engage another person to avoid relying solely on Martin Michlmayr.
- Michlmayr already developing SPI Handbook.
Decision/Action Items
- Find second person to be a contractor.
- Michlmayr would train him or her up.

Tooling

Luca Filipozzi started discussing tooling for processing/analyzing donations.
Discussion
- Should be move from Beancount to Ledger?
- Do we then need to rewrite our accounting scripts? No, as we have moved to processing CSV downloads for donation info instead of using the PayPal API.
Decision/Action Items
- Find or develop possible list of pros/cons for Beancount vs Ledger.

Chef Sponsorship

Tim Potter brought up the topic of Chef sponsorship.
Discussion
We are using a gratis commercial license for Chef.
Chef are asking for recognition on the web site.
Contents of Chef repository not dependent on commercial Chef components - can migrate to Debian or open source binary Chef if required.
Decisions/Action Items
No objection to putting Chef sponsorship notice/logo on web site if we are actually using Chef.
Stephen Frost to reassure the infrastructure contractor on our commitment to Chef and to forward any non-technical Chef issues to board@spi-inc.org

Status of infrastructure contract

Steven Frost wanted to talk about our current infrastructure contract.
Discussion
- Slow progress towards Chef-based infrastructure.
Decisions/Action Items
- Recommend to contractor to avoid working outside of SPI board.
- Stephen Frost to review actions and time lines with contractor, noting urgency to upgrade the infrastructure.
- Stephen Frost to review interaction model between community, board and contractor(s); community critiques should be addressed to the board not to our contractor(s).
- Hector Orón Martínez to look for offers from other potential contractors RT#3604.

New Reimbursement Form

Luca Filipozzi wanted to show off his new reimbursement form. He demonstrated a React.js-based reimbursement form with nifty business logic for generating PDF reimbursement bank details. The tool is publicly available on a GitHub repo with pull request and issue queue enabled.
Discussion
- Looks good!
Decisions/Action Items
- The Board resolved to adopt new form.
- Someone to decide on some defaults for first couple of lines of currency dropdown.

Miscellaneous Reimbursement Discussion

Stephen Frost directed a discussion about reimbursement issues.
Discussion
- Want to avoid mailing cheques to other countries as much as possible due to high time and monetary cost.
- There are numerous alternatives to wire transfer (e.g paypal, Interac e-Transfers) which we can consider.
Decision/Action Items
- We will no longer allow reimbursement via international cheques.
- Tim Potter to file issue in spi-reimbursement-request repo, adding FAQ entry.

DNS hosting

Tim Potter brought up the topic of hosting DNS
Discussion
- We want to treat DNS as an asset management problem vs infrastructure management problem.
- Keep SPI focus on fiscal responsibilities in preference to technical stuff.
- SPI as a legal entity can own the domain names but completely delegate modifications/updates to project members.
- We do not want to run our own DNS servers.
- Mythic Beasts vs Gandi vs ???
Decisions/Action Items
- Use registrar with permissions-based system to delegate.
- Continue to use existing Gandi registrar.
- In the future charge back DNS costs to project.
- Free year of domain registration for projects to move over to Gandi.

Email hosting

Luca Filipozzi brought up the topic of hosting email
Discussion
- Like DNS but no actual assets to own.
- We want to have nothing to do with running or hosting email.
- Existing things we wish to divest:
  - emdebian.org (dead)
  - fresco.org (dead)
  - privoxy.org
  - themanaworld.com
- Dependency on email send/receive for RT.
- What to do with email lists?
  - Google Groups?
  - riseup.net also does mailman hosting.
Decisions/Action Items
- As a matter of policy we don't want be involved in email at all.
- Create inventory of current assets/responsibilities/existing with respect to email.
- When moving to Gandi drop email support.
- Investigate moving spi-inc.org email to hosting provider.
  - Does G-Suite for non-profits read email or do monetization, check terms of service.
  - Investigate protonmail.
- Find a hosting provider for email lists.

Website hosting

Tim Potter hosted the discussion on website hosting.
Discussion
- We have project-specific and internal requirements for website hosting.
- Noodles wants to stop hosting members.spi-inc.org.
Decisions/Action Items
- No definite decision made as we are dependent on infrastructure situation plays out.

Git hosting

In a similar vein to website hosting Tim Potter talked about git hosting.
Discussion
- Continue hosting our own git repositories via gitolite.
- Never host project git repositories.
Decisions/Action Items
- No change from current setup and toolset.

Real-time collaboration tools

Luca Filipozzi mentioned realtime collaboration tools.
Discussion
- Reaffirm existing decision not to proceed.
- G-Suite chat available?
Decisions/Action Items
- Luca updated RT ticket.

RT "board" queue bug squashing party

A bug squashing party commenced where much needed work was performed.
Summary:
- Closed out ancient tickets which were vague or out of date.
- Delete RT queue named "General".
- Triaged and assigned owners to existing tickets in board RT queue.
- Added new tickets for associated project requests.
- Created rescinding board advisor resolution for December meeting agenda.

Saturday, November 23rd 2019

Conference call with Martin Michlmayr

A discussion with contractor Martin Michlmayr was had where we talked about details concerning various tasks for SPI that he is involved with.

Miscellaneous

Miscellaneous issues and goals that came up during various discussions

Need to schedule next Fall face-to-face meeting in September/October 2020.
Would like to have fully audited statements for July AGM.
Implement fiscal controls needed/recommended by auditor.
- e.g a board member with read-only access to accounts checks balances against reports at end of month.
- Determine whether it's possible to have read-only access to bank accounts.

Onboarding/offboarding of projects

Discussion
- We have some documentation of onboarding projects but, none for offboarding.
- Martin Michlmayr is working on a handbook for SPI.

Improving rate of return on cash balance

Michael Schultheiss thought that it was time to consider improving the rate of return on SPI's cash balance.

Discussion
- Merrill Lynch/Bank of America have an endowment management account which pays >0%.
- Some cost and feature benefits of BoA account.
- Proposal to use CDs to earn ~1% annualised and staggered over 3 months.
Decisions/Action Items
- Approval was given for investment in safe, liquid assets (e.g CDs), by vote of hands.

Vote on Minutes for Monday October 14th

Stephen Frost	Abstain
Luca Filipozzi	Yes
Forrest Fleming	Yes
Chris Lamb	Yes
Héctor Orón Martínez	Abstain
Tim Potter	Yes
Michael Schultheiss	Yes
Martin Zobel-Helas	Abstain

Motion passed with a vote of 5 yes, 0 no, 3 abstain.

Weekly ticket review meeting

Tim Potter brought up the idea, originally suggested by Hector Orón Martínez, to have an IRC meeting to review RT tickets in progress.

Discussion
- Idea is for everyone to keep up-to-date with RT tickets that are being worked on.
Decisions/Action Items
- Thursday 1500 EST / 2000 UTC / 2100 CET / 0700 AEDT (Friday).
- IRC semi-async on #spi-private IRC.
- Martin Zobel-Helas to create #spi-private channel locked, allow board+tbm only.

SPI membership app

SPI's membership app is getting a little creaky and still running on Noodle's system despite his pleas to move it.

Discussion
- Becoming more urgent to move off Noodles' system to maintain goodwill.
- Currently contractor situation needs to be resolved first.
- Create a 2x large VM and move over if required quickly?
Decision/Action Items
- Blocked by IT contractor situation so lets wait and see.

Next face-to-face meeting

When should the next face-to-face meeting be held?

Discussion
- Still to be determined.
- Agenda would be focused on a treasurer/audit/2019 books focused sprint and infrastructure.
- Should we invite any contractors?