Minutes for 2002-1-21 board of directors meeting

The following minutes have been accepted and approved by the Board
of Directors of Software in the Public Interest, Inc. at their
meeting on May 7, 2002.

As usual they can be viewed online as well, at
http://www.spi-inc.org/corporate/minutes/20020121

Minutes for SPI board meeting at January 21, 2002

Agenda:

Attending:
Branden Robinson
Drew Streib
Ean Schuessler
Ian Jackson
Martin `Joey' Schulze
Wichert Akkerman

Absent with Regrets:
Nils Lohner

Absent:
Manoj Srivastava

The board meeting was held using Internet Relay Chat. Wichert opens the
meeting at 20:08 UTC.

1. Approving minutes from previous meetings

Vote to approve the minutes of the November 26 meeting minutes as
posted to the SPI board in message 20020121201618(dot)GE28679(at)wiggy(dot)net(dot)

Votes:

Branden: in favour
Ean : in favour
Ian : in favour
Joey : abstains
Wichert: in favour

The minutes are accepted with 4 votes in favour, none against and
one abstention.

2. Possible new board members

Three people have been suggested as possible new members for the SPI
board of directors:

* Drew Streib
* Thomas Bushnell
* Martin Michlmayr

Drew presents himself:

I'm former VA Linux, was a founder of sourceforge.net (although no
longer affiliated them over some philosophical differences). now I
work for the free standards group, but continue to be involved in a
variety of things, and in particular free software and law issues. I
also am a freedb team member, and run the services for the main
server. You might also have seen my keyanalyze report, as I run that
monthly analysis of the web of trust (as well as keysignings quite a
bit now). I'm sort of a collection of a variety of projects, mostly
focusing on actual implementations

When asked where he saw SPI going in the grand scheme of things:

I've followed what SPI has been doing for awhile now. I can only
comment a little on what major issues need to be solved (that SPI
might be appropriate for). We continue to face obstacles to free
software, but this has largely moved away from the technical and
towards other issues: monopoly tactics, legal strong-arming and
industry interests (SSSCA/DMCA) etc. We approach a point where using
free software may be appropriate, but not available due to other
non-technical reasons. The world could certainly use help from
organisations (SPI) to help free software projects not just from a
pure resources point of view, but from a lobbying/legal point of
view as well. I wouldn't presume to know more about SPI (in
particular) direction than the board, but can comment on my
particular lean, and on this (legal) area that is my greatest
concern. Thus my setting up of a mailing list recently, for free
software/law. We've seen most of the great legal minds of the world
(free software related) join the list in the past couple months. I
volunteer (when then need it) with EFF as well, in my mind one of
the most important organisations of our time.

Branden mentions that Drew also paid out of his own pocket for new
Debian hardware since SPI's financial situation has not been
straightened out yet.

Discussion on Martin and Thomas is postponed until a later meeting where
they can be present.

Wichert asks Drew if he is willing to serve as an SPI board member. Drew
replies he is. Wichert proceeds to call a vote to add Drew as a member
to the SPI board of directors.

Votes:

Branden: in favour
Ean : in favour
Ian : in favour
Joey : in favour
Wichert: in favour

The vote is accepted with 5 votes in favour and none against. Drew joins
the Board as a voting member.

3. OSI advisor exchange proposal

Nils Lohner posted a draft advisor exchange proposal for OSI and SPI. Ean
mentions he posted one comment. Branden agrees with the comment and
prepares an update text. Ean thinks the proposal is a good first step
and thinks there is something fundamentally wrong if OSI can not agree to it.
Branden thinks it is important to qualify `control'. Ean thinks we
should phrase it so that control is deferred instead of permanently
granted. Ian wants to change the technical and billing contacts. Branden
wants to keep the billing contact in order to keep things simple and
obvious that SPI still owns the domain. Wichert mentions that, from
InterNIC's perspective, InterNIC is the legal owner instead of the
registrant; it might be interesting to consider changing to a
different registrar to change that. Ean explains that SPI paying for the
domain underscores our ownership if we ever have to deal with ICANN in
case of a dispute. Wichert mentions that the domain is paid for until
2008 so until then this is not a real issue. Ian decides he does want
SPI to remain the billing contact. Branden mails the updated text and a
vote is called.

Votes for presenting joint resolution 2002-01-21 C.02.br to OSI and
implementing it if they agree:

Branden: in favour
Drew : abstains
Ean : in favour
Ian : abstains
Joey : abstains
Wichert: in favour

The resolution is accepted with 3 votes in favour, none against, and 3
abstentions.

4. Enforcing SPI's trademarks

Wichert explains:

We have two options:
1. enforce the Debian trademark, which could cost us a lot of money
2. don't, so nobody else can get rights to it either

Drew adds a third option: enforce the trademark loosely (i.e. with simple
"cease-and-desist" letters) but with enough force that it could be legally
considered taking `reasonable action'.
Wichert mentions that from what he gathered from Chris Rourk we will
have to sue if people do not comply. Ian asks if we can do that without
lawyers. Drew mentions we can so with minimal lawyers (have them look over
letters, etc.) up to the point of suing. RIAA does the same thing and
gets 99% compliance on simple threat letters. Ean explains that unless
we take legal action against a person using a trademark they establish
rights in their use of the mark. Branden is in favour of the 3rd option,
which at least puts off the decision for enforcement until an actual
situation comes up. Everyone agrees. This means our strategy will be:

1. contact an offender ourselves
2. send a letter
3. ask Chris Rourk to send a letter
4. go to the media
5. sue

The letter in step 2 will have to be sent by the SPI secretary or an
appointed legal secretary.

5. Joining FSG

Wichert proposed a resolution to have SPI sign up as a member of the
Free Standards Group (FSG). Ian asks what the `the membership will be
paid by' will mean for SPI. Drew explains that there has to be a value
of some sort attached to the membership. In lieu of a fee, the FSG accepts
`community work' related to free software and standards. There will be a
contract addendum which clearly states that no money will be exchanged.
Since this addendum has not been written yet a vote on the resolution is
postponed.

6. Treasurer update

6.1 The 5% strategy

Branden explains the proposed 5% strategy:

If we keep money in accounts we hold on behalf of a member project,
we retain 5% of all deposits made on behalf on that member project.
Plus, member projects pay any expenses accrued by SPI in the course
of doing things the member project directs SPI to do.

Ian is not convinced that we need this 5% and asks if we do not got enough
funds from un-earmarked cheques. Ean thinks it is a low overhead really,
especially if we come up with account management stuff. Wichert mentions
a 5% tax means our bookkeeping will be much simpler since we will not
have to bill individual small expenses to projects. Wichert is more
worried if Debian will accept the 5% than if it is too much. Branden
mentions that Ben (the Debian Project Leader) did not object to the
percentage. Branden mentions that SPI is answerable to member projects
so if they do not feel they're getting their money's worth for the 5%, we
can always reconsider.

Ian also mentions we need to figure out how to divide the money we
currently have. Branden answers that SPI already has about 5% of
Debian's money so this policy will only affect future donations.

Wichert calls for a vote on the 5% strategy

Branden: in favour
Ean : in favour
Ian : abstains
Drew : abstains
Wichert: in favour

Vote is accepted with 3 votes in favour and 2 abstentions. (Joey had
departed the meeting by this time.)

6.2 Accepting credit card and paypal donations

There is a desire to be able to accept donations using a means that is
easier for donors than mailed checks or money orders. Both credit cards and
PayPal have been suggested.

Drew mentions that the FSG and the GNOME foundation are doing something
similar. Tim Ney is doing the work for GNOME. He thinks their conclusion
was to use a merchant account at a bank, which costs about 5%. Wichert
asks if this is just for credit cards. Drew confirms this and mentions
we can not avoid 2-3% for Mastercard & Visa charges.

Branden mentions he has heard enough bad stories about PayPal to make
him nervous about them. Ian has read the PayPal terms and conditions and
thinks we should avoid them.

Branden also mentions he is willing to waive the SPI 5% surcharge on web
based donations on the theory that the volume of those will be higher.

Wichert asks Branden and Drew to work on a proposal for the next SPI
board meeting. They agree, and Drew will take charge on this.

6.3 Investment strategy

Branden:

I don't want to move on this until I know SPI is square with the
state and federal authorities (translation: IRS), but... I liked
the idea Albert Rahman pitched about rolling investment certificates.
It's kind of silly to have so much money in the accounts getting eaten
up by inflation, with the prime rate so low.

Drew agrees a conservative portfolio is sane, and rolling investments
would fit a conservative strategy. Branden wants to know if anyone has
any passionate feelings. He does not intend to invest much of SPI's total
assets at first. He suggests setting aside USD6000 for 6 months' worth of
USD1000 certificates. Drew wonders about the liquidity we want to
maintain. Branden explains that the total assets at the moment are
USD30k-40k so that suggests 6000 is a small part. The withdrawal penalty
is also very low: you get back the pricinpal minus about 10 dollars.
Ian asks if they are stock index linked with a 0% floor. Branden
confirms and adds there is also a 8% ceiling. Drew thinks it would be
sane as a general strategy to invest around 50% in rolling certificates.
Branden is not opposed to that as a long term goal but he wants to
gradually move towards that. He also wants to get a good feel for our
income and outlay first and wonders what the effect of the Matt
Pavlovich donation will have (SPI is donating to a trust fund for his
legal defence in DVD CCA versus 10 named defendants + 400 others). Ian
proposes to authorize Branden to invest up to USD2000 per month in 6-month
investment certificates. Wichert calls for a vote.

Branden: abstains
Drew : in favour
Ian : in favour
Wichert: in favour

The vote is accepted with 3 votes in favour and 1 abstention. (Ean had
departed the meeting by this time.)

7. Debian domains

The debian.org domain has been successfully transferred to SPI. The
debian.com and debian.net domains have not been transferred yet since
Darren Benham is not answering the transfer confirmation requests. He is
willing to give us the CRYPT-PW passwords for the domains so we can
transfer them without his help though. Drew asks if this is a registrant or
contact change. Wichert explains we are transferring the domains to Black
Cat (who use OpenSRS) as well as changing the contact information to SPI
contacts.

8. Next meeting

The next SPI Board of Directors meeting is set for March 4, 2002 at
20.00 UTC.

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