Minutes for the SPI Board meeting of May 7, 2002

Minutes for the SPI Board of Directors meeting of May 7, 2002
=============================================================

Agenda:
* Reports
+ treasurer report
+ membership report
+ merchant account update
* Approving minutes from previous meetings
* Meeting schedule
* OSI advisor exchange update
* SPI Board advisor changes
+ invite Guido and make him an advisor
+ possibly replace Miguel de Icaza
* resolution to join FSG
* SPI logo
* next meeting

Attending:
Branden Robinson
Drew Streib
Ean Schuessler
Ian Jackson
Martin `Joey' Schulze (presiding)
Manoj Srivastava
Wichert Akkerman (recorder)

Absent with Regrets:
Nils Lohner

Advisors present:
Robert Levin

The Board meeting was held using Internet Relay Chat. Joey opens the meeting
at 19.07 UTC.

1. Reports

1.1 Treasurer report

Branden reported progress with American Express Centurion Bank. The
signed corporate resolution identifying him as treasurer he sent them
was not enough to allow him to access the account. He does have the
forms that needs to be signed by the SPI President which should be
enough. He will scan them and mail them filled-out to Nils, who will
have to sign them and fax them back to the bank.

Also, thanks to Michael Schultheiss's research, there may be progress on
another front. Branden has written a personal check for USD35 to the New
York Department of State to request a certified copy of SPI's Charter of
Incorporation and a Certificate of Existence (a.k.a. Certificate of
"Good Standing" <http://www.dos.state.ny.us/corp/crpfaq.html>).

Finally, as Russell Nelson of the Open Source Initiative pointed out, Tim
Sailer is still listed as the designated recipient of process on behalf
of SPI. Given that Tim Sailer resigned from the SPI Board some years
ago, this should be fixed. Branden does not know the exact procedure for
filing new documents with the New York Department of State's Division of
Corporations so that will have to be researched.

Branden has since learned that we can probably accomplish this by
sending New York a document and $20 to process it. The form itself is
available in PDF format <http://www.dos.state.ny.us/corp/pdfs/dos1562.pdf>.

Ian moved to thank Branden for his work and wish him luck. Everyone
agreed.

1.2 Membership report

Branden proposed that the secretary ask Martin Michlmayr to make a
brief report on the status of the SPI Membership Committee and mail
that to the Board via e-mail at his earliest convenience. The report
should include current numbers of members, rate of join, any salient
complaints about the interface, and any other items of interest to the
chair. Everyone agrees.

1.3 Merchant account update

Drew explained:

`Basically, it is fairly easy to setup an account and have some 3rd
party take transactions on our behalf and deposit funds into our bank
account. One well known example is paypal.com. For the record also note
<http://www.charge.com/home.shtml> and <http://www.gotmerchant.com/echo/>.
Fees for this seem pretty standard across the Board ranging from 2.2%
to about 3%. Several places offer little to no monthly minimums
although there are typically small charges associated with moving
funds or setup. It looks like most of them set up a small bank account
for you and then you make "withdrawals" of sorts from those accounts
into your own bank account.'

Branden reminded the Board he is willing to waive the SPI 5% on
donations for electronic donations if we can get electronic deposit into
our Centurion Bank accounts.

Drew thought two things need to be decided first: will SPI receive
electronic donations if we have that option available, and will that be
worth the 2 to 3% processing charge (plus potential small monthly
charges, usually under 25 US dollars).

Branden proposed the Board vote to:

1) authorise Drew to select a payment processor
2) request Drew to mail the Board with a projection of expected costs for 3
months' worth of operation
3) use the email voting procedure to approve the setup of the account
4) subject this business relationship to a review after 90 days
5) advertise this as a pilot program until after the Board has assessed
the reviews mentioned in 4)

Everyone agrees.

2. Approving minutes from previous meetings

Vote to approve the minutes of the January 21 meeting minutes as posted
to the SPI Board in message 20020507185150(dot)GG22677(at)deadbeast(dot)net and
revised during the meeting.

Votes for accepting the minutes:

Branden : in favour
Drew : in favour
Ean : in favour
Joey : in favour
Manoj : in favour
Wichert : in favour

The minutes are accepted with 6 votes in favour and none against.

3. Meeting schedule

Since scheduling and attendance of meetings has proven to be a bit
troublesome Wichert proposed to have regular meetings every first
Tuesday at the month at 19.00 UTC. Manoj asked if meetings during
weekends would be an preferable since his attendance on weekdays will be
dependent on his employer. Nobody agreed.

Vote for resolution 2002-05-07.wta, covering the regular meeting schedule:

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

The resolution is accepted with 5 votes in favour and two abstentions.

4. OSI advisor exchange update

4.1 invite Guido van Rossum and make him an advisor

Wichert explained explained he presented the proposed joint resolution
2002-01-21 C.02 to the OSI Board. The response there was
minimal but generally positive. They agreed to exchange advisors, though
unfortunately Guido van Rossum could not attend this meeting.
Also related to this proposal was an update regarding the
opensource.org domain: it has been successfully updated and moved to a
different registrar. He proposed that we invite Guido as an advisor on the
SPI Board of Directors as a representative of OSI.

Vote to invite Guide van Rossum as an advisor to the SPI Board of
Directors:

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

The vote is unanimous with 7 votes in favour.

4.2 possibly replace Miguel de Icaza

Joey said we need to discuss the position of the advisor position
for the GNOME Project Leader (GPL). Wichert agreed and added that Miguel
had never shown any life-signs. Joey proposed to amend the original
proposal to make the GPL an advisor on the SPI Board of Directors
to invite the GNOME Foundation to appoint an advisor instead.

Vote for resolution 2002-05-07.mgs.3 to request the GNOME Foundation
to appoint an advisor to the SPI Board of Directors:

Drew : in favour
Ean : in favour
Joey : in favour
Manoj : in favour
Wichert: in favour

The resolution is accepted with 5 votes in favour.

5. resolution to join FSG

Branden moved to shelve this item until Drew can work out the
concerns Ian voiced at a previous meeting with the FSG. Everybody
agrees.

6. SPI logo

Wichert said he had mentioned earlier that SPI is going to need a
proper logo and style for both the website and letterhead. He asked a
friend to draft some logos, the results of which can be found at
<http://www.spi-inc.org/~wichert/logos/>. She needs input from the
Board in order to make a final logo: which of the drafts the board
prefers and what needs to be changed in order for the Board to
accept the logo.

Wichert mentioned one problem with the logos: they do not work
in black and white and definitely need to be fixed. Manoj proposed
the Board needed to decide on a few concrete requirements like: must
look good in black and white, can be reduced in size for
card/letterheads, etc.

Joey asked all Board members and advisors to comment on the logos, as
well as on the logos Ean submitted earlier so Wichert can summarise
them and present the feedback to the artists. Hopefully one of them
can be selected later via an email vote.

The discussion is shelved until feedback from Board members and advisors
has been received.

7. Next meeting

In accordance with resolution 2002-05-07.wta, the next meeting of the SPI
Board of Directors will be on June 4th at 19.00 UTC.

Regards,

Joey

--
Whenever you meet yourself you're in a time loop or in front of a mirror.