Minutes for January 7, 2003 board meeting

SPI Board meeting, January 7, 2003
Meeting opened: 20:03:26 UTC
Meeting closed: 21:29:01 UTC

Presiding officer:
Ean Schuessler

Board members attending:
Branden Robinson
Drew Streib
Ean Schuessler
Ian Jackson
Manoj Srivastava
Wichert Akkerman

Absent with regrets:
Martin Schulze

Contributing members attending:
Antti-Juhani Kaijanaho
Bdale Garbee
Bill Allombert
Clint Adams
David B. Harris
David Graham
Jimmy Kaplowitz
Martin Michlmayr
Michael Banck
Peter Makholm
Peter Palfrader
Pierre Machard
Rene Engelhard
Rune Broberg
Scott Dier

Other attendees:
Tina Gasperson

Agenda:

1. Report from the treasurer
2. New board members
3. Charter for the bylaws committee
4. Copyright assignment
5. Next meeting

Recorder: Wichert Akkerman

1. Report from the treasurer

Branden sent his report to the spi-private mailing-list earlier. Since it
contained non-public information such as account balances he could not sent
it to a public forum. He welcomed any further questions.

Wichert asked if account ownership should be transferred to Branden. Branden
answered that he already was owner of all three accounts and that you can
have more than one person with signing authority; the real question was
whether Nils Lohner's signing authority should be revoked now or later.
Wichert suggested that should be done now.

Since the report was mailed minutes shortly before the meeting people
had not gotten enough time to properly study the report and could cause
a spectrum of discussion it was suggested to have further discussions
on the spi-private mailing-list.

Bdale asked if there was a split balance showing Debian's assets right now.
Branden said that he did not have one and added why:

''because I cannot come up with an answer in any time-frame without some
premises decided. SPI has never, to my knowledge, officially adopted a
policy of how to divide up the cash in the AXP Cash Management account
where almost all of the money is. Previous Treasurers did not leave good
enough records for me to know how much is Debian-specific and how much
is SPI's. Previous minutes discuss a "5%" rule, and I recommend that
interested parties review old minutes for this discussion.''

He added that Bdale's input (in his role as Debian project leader) was
essential here. Bdale suggested that the board discuss this and determine an
answer before the next meeting.

Ian moved that the board thanks Branden and accepts his report. Ean called
for votes:

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

The motion is accepted.

2. New board members

Wichert asked everyone to read draft resolution 2003-01-06.wta.1 and added:

''As discussed in the previous meeting we want add members to the spi
board. This resolution explains the method we would like to use to
implement that.''

Drew asked if the board can choose any way to elect new members. Wichert
confirmed that.

Ian thought the time periods in the draft were too short; doubling them
would help. Someone could miss out if they are on holiday for a week or
happened to be on vacation when the call for votes is sent. Branden
replied that would still be true if the period was a month or a year.
Ian agreed but said they were less likely to be away for 14 days than 6.

Wichert said the list of candidates would be seeded with people who
volunteered earlier. Ian mentioned the resolution did not say that so
candidates will have to re-volunteer.

Scott Dieman asked if there was a reason the suggestion to have short
position papers on the SPI web-site was not included in this resolution.
Wichert replied that that was a technicality and felt that that did not need
to be included in the resolution.

Ian also wondered who would be responsible for the organisation,
administrative decisions, act as returning officer, etc. Wichert replied
that he considered that part of the tasks of the secretary and updated the
draft to reflect that.

Ean called for a vote for Ian's proposal to extend the nomination period
to 14 days:

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

The proposal is accepted and Wichert updated the draft accordingly.

David Graham added:

''Ok, I'd just like to say I think the extra week is ... more time Joey
put out a call for nominations in November there have already been
several weeks.''

Wichert said he would contact everyone who volunteered earlier and ask them
to consider nominating themselves again.

Ean called for a vote to accept the resolution:

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

The resolution is accepted.

3. Charter for the bylaws committee

Wichert asked everyone to read the draft for resolution 2003-01-06.wta.2
which was the result of a discussion at the previous board meeting and
further discussion on the spi-general mailing-list.

Drew commented:

''like that resolution, but might want to request an addition of a
review of the guidelines for membership, since if we are giving
membership more power, we want to be clear on what constitutes
membership, and how it is gained. the 'guidelines' on spi-inc.org are
pretty shaky at best''

Wichert said that could be suggested to the committee. Ian suggested
officially adding that to the resolution as an item to consider. Wichert
agreed and added it.

Bdale reminded the board that months ago there was discussion leading in
which it was decided that all Debian developers were de facto contributing
members. Further discussion revealed that it was decided that Debian
developers are automatically eligible for SPI contributing membership but
will not be automatically enlisted at such. Bdale promised to remind Debian
developers about this and ask them to sign up as contributing members so
they could participate in the process to select new members for the board of
directors.

Ean called for a vote to accept the resolution:

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

The resolution is accepted.

Ean suggested proceeding to assign a chair to the by-laws committee. Branden
suggested David Graham and John Goerzen. David Graham noted that a temporary
chair could be elected who can build the committee. Jimmy Kaplowitz was
willing to serve on the committee, either as chair or as a regular member.
John Goerzen was also interested in the position and added he was interested
in reforming the system and ridding it of its current problems. Manoj said
he had full confidence in John. Ean asked John if he had the time needed.
John confirmed that and added he would be pleased to lead the effort.
Everyone agreed John would make a good chair, and as ranking officer on the
board Ean appointed John Goerzen as chair of the new by-laws committee.

4. Copyright assignment (Martin Michlmayr)

Due to the length of the meeting this agenda item was postponed until the
next board meeting.

5. Next meeting

In accordance with resolution 2002-05-07.wta the next meeting will be at
Tuesday, February 4 at 19:00 UTC.

--
Wichert Akkerman <wichert(at)wiggy(dot)net> http://www.wiggy.net/
A random hacker