Minutes for May 4th, 2004 board meeting

SPI board meeting, May 4, 2004
meeting opened: 18:33 UTC
meeting closed: 19:24 UTC

Attending:
Benj. Mako Hill
Branden Robinson
Bruce Perens
David Graham
Ean Schuessler
Ian Jackson
Jimmy Kaplowitz
John Goerzen
Martin Schulze
Wichert Akkerman

Absent:
Drew Streib

Attending SPI members:
Ben Armstrong
Bill Allombert
Christian T. Steigies
Dale Martin
David Schleef
Giacomo Catenazzi
Gustavo Noronha Silva
Laurent Fousse
Mark J Ray
Matthew Vernon
Michael Schultheiss
Pierre Machard
Remi Vanicat
Stefan Gybas
Stephen Frost
Stephen Stafford
Steve Langasek

Agenda:

1. Opening at 18:30 on irc.spi-inc.org, channel #spi
2. Roll call
3. Trademark resolutions
4. Report by the Treasurer
5. Financial Resolutions
6. Date for next meeting

3. Trademark resolutions
------------------------

Mako Hill proposed resolution 2004-05-04.bmh.1 to regulate transfer
ownership of the Debian trademark in Spain to SPI, as offered by the
current owner. Javier de la Cueva offered to represent SPI on a pro bono
basis for this purpose. A vote is called for:

Branden : in favour
Bruce : in favour
David : in favour
Ean : in favour
Ian : in favour
Jimmy : in favour
Joey : in favour
John : in favour
Mako : in favour

The resolution is passed with nine votes in favour and none against.

Since SPI currently only has a trademark for the name DEBIAN in the USA,
but Debian is frequently used in Europe Mako also proposed resolution
2004-05-04.bmh.2 which initiate registration of a European-wide Debian
trademark. David asked if the estimated expenses of 2000 tot 3000 euro
are really needed, and John asked if Debian had approved use of its
funds for this purpose. Mako mentioned that Martin Michlmayr had taken
part in the discussions leading to this proposal. He explained that the
filing would probably cost 975 euros, with 1100 for the registration,
but since it is EU-wide it would probably save money in the long run.
Chris Rourk mentioned the fee seems rather high, to which Mako answers
that the fee is determined by what the EU charges. Ean calls for a vote
on the resolution:

Branden: abstains
Bruce : in favour
David : in favour
Ean : in favour
Ian : in favour
Jimmy : in favour
Joey : abstains
John : in favour
Mako : in favour

The resolution is accepted with seven votes in favour and none against.

4. Report by the Treasurer
--------------------------

Jimmy:

"Well, as I see it, we're at the stage where apology letter to those
donors whose checks were never cashed. We are working on this, with the
letter written Ean wants to use volunteers to do this who have no
connection to SPI and Brainfood. I agree it's a lot of work, so I
thought it would be fine to do, if they are contractually bound to
protect the confidentiality of our donor information. We may
potentially be ready to proceed with that, depending on today's votes.
I think that we're actually able to do this now, without resolutions,
if Ean and I cooperate.

Later this week, pending board approval today, I will open a P.O. box
to engage in correspondence as Treasurer and to provide to the banks
as an address. I will also contact Branden and Centurion Bank and
work on getting my name onto the accounts.

Last item: we need to resolve where snail mail donations should go,
but I think that depends on other resolutions pending today."

Branden mentioned Jimmy should be registered with NY state as well; they
still have an old Boston address on file for SPI.

Bruce said he would vote against treasury micro-management by the board
since Jimmy and Ean can enact the necessary steps without the board
being involved, as long as Jimmy and Ean agree on the motion. Ian agreed
with Bruce. John asked what the status of the valid unexpired checks
which Brainfood received from Branden is. Jimmy said the only ones he
was aware of expired soon after their receipt so nothing could be
done with them. David asked if no checks have been sent in the last six
months. Jimmy replied that they are still send to Branden.

John asked if anyone had a figure of the present balances of SPIs
various accounts. Jimmy answered that Anita Schuessler at Brainfood made
an approximate summary of what she received from Branden, but since he
did not send the most recent documents she could not give current
numbers.

David asked Branden how much paperwork he had accrued that needed to be
send on. Branden replied that he had two or three dozen items, half of
which was junk mail. David asked if there were any checks in there.
Branden said there are a few big ones in there which he would like to
deposit as soon as possible: one check for USD 4500, one for USD 2000
and a few small ones. Jimmy asked Branden if he had deposited the checks
he authorised him to deposit a few weeks earlier, to which Branden
replied he had not since he sent the check-books with deposit slips to
Brainfood. He has asked Ean to send a few back so he can make deposits
again.

John suggested making arrangement for Branden to forward correspondence
on for at least six months since his address has been widely publicised.

5. Financial Resolutions
------------------------

5.1. 2004-05-03.ers.1: Expedite accounting apology letters.

Jimmy said he believed this resolution is unnecessary, and also that
item 6 can be interpreted to cut him out of the loop entirely with regard
to resolving the accounting issues. Ean replied that this resolution
was the only thing allowing him to complete communication with SPIs
donors without further delay. Jimmy said that was not true since as
treasurer he had already authorised Ean to take the necessary steps. Ean
called for a vote:

Branden : against
Bruce : against
David : against
Ean : abstains
Ian : against
Jimmy : against
Joey : in favour
John : against
Mako : in favour

The resolution is rejected with six votes against and two in favour.

5.2. 2004-05-04.ers.1: Short term process for managing monies 1

Ian mentioned this resolution is unnecessary since Jimmy's approval as
treasurer is enough and no board action is required. Ean called for a
vote:

Bruce : against
David : against
Ean : abstains
Ian : against
Joey : in favour
Jimmy : against
John : against
Mako : against

The resolution is rejected with six votes against and one in favour.

5.1.3. 2004-05-04.ers.2: Short term process for managing monies 2

Ean called for a vote:

Bruce : against
David : against
Ean : in favour
Ian : against
Jimmy : against
Joey : against
John : against

The resolution is rejected with six votes against and one in favour.

5.1.4 2004-05-03.bp.2 - Affirmation of officers, delegation of
financial tasks upon them.

David thought this resolution is already covered by the by-laws. John
agreed and added that it only documents what should already be
happening. Ian thought it is an excellent reaffirmation: it does not
change anything but makes clear what is expected of Ean and Jimmy. Bruce
added it affirms the by-laws and thus makes the sentiments of the board
known. Ean called for a vote:

Branden: against
Bruce : in favour
David : against
Ean : abstains
Ian : in favour
Jimmy : in favour
Joey : abstains
John : against
Mako : in favour

The motion is accepted with four votes in favour and three against.

5.1.5 2004-05-04.dbg.2: Expedited financial problems solving

Ian wanted to strike clauses one and three. Jimmy wanted to strike
clauses three and five because both are already provided for by the
boards ability to pass resolutions. Ian proposed to amend the
resolution by striking clauses 1, 3 and 5. Branden, Jimmy and Wichert
second the amendment. David noted this resolution only provides an
expiring budget for the treasurer. Ean asked where the part of the
resolution is that lets him take action on correspondence, to which Ian
replied Jimmy only needed to authorise Ean to do that without needing a
board resolution. Ean complained Jimmy wanted to specify process even
when it doesn't agree with professional bookkeeping advice and he would
not agree with that. Jimmy added he only wanted Brainfood-affiliated
volunteers to sign a NDA because they otherwise have no enforceable
reason to keep SPI information confidential. Branden mentioned he
thought agreement had be reached on the NDAs for volunteers. Vote on
Ian's amendment:

Branden: in favour
Bruce : in favour
David : against
Ean : in favour
Ian : in favour
Jimmy : in favour
John : abstains
Mako : abstains
Wichert: in favour

The amendment is accepted with six votes in favour and one against.
Votes on the resulting 2004-05-04.dbg.2.iwj.1:

Branden: in favour
Bruce : in favour
David : in favour
Ean : in favour
Jimmy : in favour
Joey : in favour
John : in favuor
Mako : in favour
Wichert: in favour

The resolution is accepted with nine votes in favour and none against.

5.1.6 2004-05-04.jrk.1: Purchase of Treasurer P.O. Box

Jimmy withdrew this resolution since 2004-05-04.dbg.2.iwj.1 already
provides the necessary resources. He added he might reintroduce it in
six months if 2004-05-04.dbg.2.iwj.1 expires.

6. Date for next meeting
------------------------

The date for the next meeting is set at June 1, 19:00 UTC

--
Wichert Akkerman <wichert(at)wiggy(dot)net> It is simple to make things.
http://www.wiggy.net/ It is hard to make things simple.