Minutes for February 1st, 2005

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The following minutes were adopted by the Board of Directors at its March
1st, 2005 meeting.

1. Minutes for the February 1st, 2005 Board meeting, held at 19:00 UTC in
#spi on irc.spi-inc.org.

2. Roll call

Board members present

John Goerzen (CosmicRay) (President)
Benj. Mako Hill (mako) (Vice-President)
Jimmy Kaplowitz (Hydroxide) (Treasurer)
David Graham (cdlu) (Secretary)
Branden Robinson (Overfiend)
Ian Jackson (IanJackson)
Martin Schulze (Joey-)

Board members absent with regrets

Bruce Perens

Board members absent without regrets

Bdale Garbee

Registered guests present

Michael Schultheiss (schultmc)

3. President's update (John Goerzen)

Nothing to report that will not be discussed under other items.

4. Treasurer's report (Jimmy Kaplowitz)

See appendix C for the text of the report.

The treasurer's report was accepted, as delivered, with the following results:

Ian Jackson: Yes
Jimmy Kaplowitz: Abstain
Benj. Mako Hill: Yes
Branden Robinson: Yes
David Graham: Yes
Martin Schulze: Yes
John Goerzen: Yes

Yes: 6, No: 0, Abstain: 1.

5. Outstanding minutes (David Graham)

* December 7th, 2004

David Graham: Yes
Branden Robinson: Yes
Benj. Mako Hill: Yes
John Goerzen: Yes
Jimmy Kaplowitz: Yes
Ian Jackson: Yes
Martin Schulze: Yes

The minutes for December 7th, 2004, were approved by a vote of:

Yes: 7, No: 0, Abstain: 0.

* January 4th, 2005

Deferred to March 1st.

7. The next meeting is scheduled for March 1st, 2005 at 19:00 UTC.

8. The meeting closes at 19:15 UTC.

====================================

Appendix A: Current Board Membership

Date elected Name Role
[2003-03-11] John Goerzen President
[2003-03-11] Benjamin Mako Hill Vice President
[2003-11-29] David Graham Secretary
[2004-02-20] Jimmy Kaplowitz Treasurer
[2004-07-29] Bdale Garbee
[2004-07-29] Branden Robinson
[2003-11-29] Ian Jackson
[2003-03-11] Bruce Perens
[2003-11-29] Martin "Joey" Schulze

================================

Appendix B: Approved Resolutions

==============================

Appendix C: Treasurers' Report

February 2004 Treasurer's Report

Software in the Public Interest Financial Data
==============================================

This report uses a cash-based method of accounting,
recording donations when deposited (not when the check was
written or received by us) and recording expenses when paid
(not when incurred). Network for Good processing fees are
listed as negative income; the expense category does not
include those because they are subtracted from donations
before we receive them.

Profit/Loss Jan 1 2005 - Jan 31 2005

Ordinary Income/Expense
Income
Donations
Debian 545.00
GNOME 20.00
Unrestricted 300.00
Network for Good Processing Fees (6.00)
Total Donations 859.00

Dividend Income
AmEx Cash Mgmt Acct X,XXX.XX*
Total Dividend Income X,XXX.XX*

Total Income 859.00*

Expense
Total Expense 0.00

Net Ordinary Income 859.00*

Net Income 859.00*

Balance Sheet as of Jan 31, 2005

ASSETS
Current Assets
FirstIB Checking 11,536.01
AmEx Cash Mgmt Acct 39,672.57*

Total Current Assets 51,208.58*

TOTAL ASSETS 51,208.58*

LIABILITIES & EQUITY
Equity
Retained Earnings 50,349.58
Net Income 859.00*
Total Equity 51,208.58*

TOTAL LIABILITIES & EQUITY 51,208.58*

Lines marked with a * need to be adjusted to take into
account the January dividend payment into the American
Express Financial Advisors Cash Management account
(abbreviated AmEx Cash Mgmt Acct above), for which no
statement has yet been issued. We are working on
setting up online access to the account, which will
eliminate this difficulty for months after it is set up.

Instead of delaying this report further, the missing
dividend income from January will be included in the report
for February 2005 and will be noted as having occurred in
January.

- - Jimmy Kaplowitz, SPI Treasurer

=======================

Appendix D: Meeting log

00:07 <CosmicRay> *GAVEL*
00:09 <Overfiend> we have, cdlu, CR, Hydroxide, me for sure. mako on the channel but idle. Bruce sent regrets. bdale and Joey not here.
00:14 <CosmicRay> [item 1, opening] This meeting of the Board of Software in the Public Interest, Inc., is called to order.
00:21 <cdlu> Guests, please /msg me
00:22 <CosmicRay> PLEASE NOTE: Our agenda for today, AND all the resolutions and minutes we will be voting on, are online at:
00:22 <CosmicRay> http://www.spi-inc.org/secretary/agenda/
00:22 <CosmicRay> [item 2, roll call] Board members, please state your name for the record. Others present may /msg cdlu with your full name if you wish to be listed in the records.
00:22 <CosmicRay> We have 9 board members, so quorum for today is 6.
00:22 <CosmicRay> Regrets received from Bruce Perens today.
00:25 <cdlu> .. your names
00:32 <Hydroxide> Jimmy Kaplowitz
00:33 <CosmicRay> John Goerzen
00:37 <cdlu> David Graham
00:46 <BrandenRobinson> Branden Robinson
01:21 * mako wavew
01:24 <IanJackson> Hello. Sorry I'm late.
01:24 <BrandenRobinson> ah, here's Ian
01:26 <cdlu> we're quorate :)
01:28 <BrandenRobinson> cool.
01:29 <BrandenRobinson> Yup.
01:31 <mako> Benjamin MAko Hill
01:32 <cdlu> roll call in progress folks, names please :)
01:34 <CosmicRay> roll call happening right now.
01:45 <CosmicRay> that's 5...
01:49 <CosmicRay> 6.
01:53 <IanJackson> Ian Jackson.
01:54 <cdlu> jimmy john david branden mako ian is quorum
02:02 <CosmicRay> [item 3, president's update]
02:02 <CosmicRay> Nothing to report that will not be discussed under other items.
02:02 <CosmicRay> [item 4, treasurer's report] Report is attached to today's agenda and snail mail update is in e-mail.
02:02 <CosmicRay> Is there any discussion?
02:28 <mako> looks fine
02:31 <cdlu> Hydroxide, are those 'X's going to be expanded to human-readable numbers?
02:41 <BrandenRobinson> cdlu: that was only in the draft, right?
02:49 <Hydroxide> cdlu: see the note at the bottom
02:55 <Hydroxide> BrandenRobinson: no, see the note at the bottom in the final version
02:57 <BrandenRobinson> oh, whoops
03:00 <IanJackson> Can I ask when we'll have breakdowns of earmarks ?
03:13 <IanJackson> With a `don't know earmark status' total for now ?
03:26 <BrandenRobinson> AmEx Cash Mgmt Acct X,XXX.XX*
03:27 <BrandenRobinson> Total Dividend Income X,XXX.XX*
03:32 <BrandenRobinson> the former should be XX,XXX.XX
03:34 <CosmicRay> BrandenRobinson: I think he means per-project
03:37 <BrandenRobinson> and the latter will probably be XX.XX
04:02 <cdlu> <Joey> Martin Schulze
04:11 <Hydroxide> BrandenRobinson: it doesn't amtter too much, they're all X's :) the dividend income is probably two digits before the decimal point, anyway
04:18 <BrandenRobinson> IanJackson: an earmark breakdown for the AXP Cash Management fund is nearly impossible
04:24 <IanJackson> br: Indeed so.
04:34 <BrandenRobinson> an earmark breakdown for the FirstIB checking is *mostly* possible.
04:47 <CosmicRay> BrandenRobinson: what do we need to do about the axp fund then, if anything?
04:48 <BrandenRobinson> The NfG blue checks have to be excluded.
04:52 <Hydroxide> IanJackson: I'll try to make some visible progress on deducing earmarks for the next report, but it probably won't be complete
04:52 <IanJackson> But before we go around to the projects trying to guess earmark numbers, we should prove that we can keep such numbers up to date.
04:58 <cdlu> Hydroxide, I'd like to approve a treasurer's report that doesn't have 'X,XXX.XX' as our account balance. are these numbers pending? :)
05:00 <BrandenRobinson> CosmicRay: I suggest the 95/5 rule for that one.
05:03 <CosmicRay> ok.
05:04 <cdlu> or not until next month?
05:15 <Hydroxide> cdlu: those aren't account balances, those are dividend income for January
05:22 <Hydroxide> cdlu: the assets section has the account balance before january
05:23 <cdlu> Hydroxide, they're part of our assets
05:32 <cdlu> alright, so this is accurate for a month ago
05:35 <Hydroxide> cdlu: the X's only reflect changes
05:38 <IanJackson> hy: No, I'm not asking for `some progress on guessing earmarks'
05:45 <IanJackson> I'm asking for an accurate report of our knowledge.
06:04 <Joey> Not sure where we are but why is "Network for Good Processing Fees" listed as "Donation" and not even with a minus sign?
06:09 <Hydroxide> IanJackson: that's what I mean. that knowledge still requires going through old snail-mail reports, and even then it won't be complete
06:16 <Hydroxide> Joey: the (...) notation indicates a negative amount
06:19 <Joey> It should be listed as expenses
06:22 <IanJackson> Which as far as I'm aware is X.XX known earmarked Debian, 0.00 known earmarked GnuStep, 0.00 known earmarked etc., YYYYY.YY unknown earmark.
06:31 <Hydroxide> IanJackson: yes, that is what I meant
06:38 <BrandenRobinson> Joey: I'm not sure it's an expense for us.
06:40 <Hydroxide> IanJackson: I will start going through the old snail-mail reports to piece that together
06:45 <IanJackson> hy: Can I ask why that wasn't possible this month ?
06:48 <BrandenRobinson> Joey: we never had that money in the first place to spend it.
06:58 <BrandenRobinson> Joey: we would need the opinion of an accounting professional
07:01 <Joey> Other than that, I'm happy about the report.
07:04 <IanJackson> hy: You're still misunderstanding me.
07:12 <IanJackson> I didn't mean `go through old reports'.
07:13 <BrandenRobinson> Joey: furthermore, I do know that the parenthetical is standard U.S. accounting notation.
07:15 <Joey> Branden: Go for it (you and/or Jimmy)
07:25 <Joey> strange US standard.l..
07:27 <BrandenRobinson> Joey: and for that, I *don't* need the opinion of an accounting professional :)
07:43 <Joey> Nah, get one, only to make me happy :P
07:44 <IanJackson> I meant: start January with 0.00 for everyone except YYYYY.YY unknown, and add the totals received and spent, and show new totals.
08:02 <IanJackson> joey: Accountants are weird. UK ones use (...) for -ves too.
08:14 <CosmicRay> IanJackson: that sounds sensible.
08:17 <cdlu> (number) is common here too for negative
08:17 <IanJackson> But it's just notation, so we don't really care.
08:17 <BrandenRobinson> gar, that's what the P/L is all about.
08:19 <cdlu> it's clearer than a -
08:23 <Hydroxide> IanJackson: well, that's just a slight change in this case, because those totals are mentioned in the income section. if you want I can copy it to the balance sheet section
08:30 <Joey> Branden: if we ought to receive that money but it was retracted as fee it's an expense
08:34 <BrandenRobinson> Hydroxide: I'm pretty sure you shouldn't do that.
08:39 <CosmicRay> ok, anyway, can we take this offline?
08:49 <BrandenRobinson> it dilutes the purpose of the balance sheet.
08:57 <IanJackson> hy: Right, that would have been fine. Can I get you to do the corresponding thing in next months' ? I don't need it done this month - all the info is just, as you say, copied figures.
09:08 <Hydroxide> IanJackson: that was actually my intention even before you said it :)
09:13 <BrandenRobinson> IanJackson: I'm not sure you're giving him good advice.
09:15 <Hydroxide> IanJackson: (i.e., even before this meeting)
09:24 * BrandenRobinson suggests we spend the next 3 weeks arguing about it in email.
09:28 <Hydroxide> IanJackson: it didn't seem necessary in this case because it was just copied info
09:29 <BrandenRobinson> :-P
09:35 <Hydroxide> BrandenRobinson: no need to argue, iwj and I actually agree for once
09:36 <IanJackson> When we have a few months of being able to at least keep track of changes, it would make sense for us to go to the projects and ask them what they think is a fair split for funds with unknown earmark and/or try to work out what the earmarks are.
09:36 <Hydroxide> ;P
09:42 <Hydroxide> *nod*
09:48 <BrandenRobinson> Hydroxide: the controlling opinion should be that of the accountant we retain.
09:53 <Hydroxide> we agree, let's move to accept the report (if so) and then go on
09:54 <BrandenRobinson> I certainly plan to yield to that.
10:25 <IanJackson> hy: copied info> I think that in general, your report should copy info if it makes it into the standard form. That's so that it's clear that that info would just be a copy and there are no other numbers.
10:27 <CosmicRay> cdlu: do we need to accept the report?
10:30 <IanJackson> But I won't ask you to edit this month's.
10:33 <Hydroxide> BrandenRobinson: true. until then, it makes sense to list the balances held for each project as sub-categories of the assets
10:38 <Hydroxide> IanJackson: okay. we agree.
10:39 <IanJackson> I would like us to vote to accept the report.
10:45 * BrandenRobinson seconds
10:47 <cdlu> CR, yes
10:54 <CosmicRay> ok, this vote is on accepting the treasurer'r report.
10:55 <CosmicRay> !vote start
10:57 <IanJackson> !vote yes
10:58 <Hydroxide> !vote abstain
10:59 <mako> !vote yes
11:00 <BrandenRobinson> !vote yes
11:03 <cdlu> !vote yes
11:05 <Hydroxide> (since I shouldn't really have a say in this)
11:06 <IanJackson> hy: You should vote in favour. You prepared it !
11:07 <Joey> !vote yes
11:10 <cdlu> bot's missing :)
11:10 <CosmicRay> !vote yes
11:10 <Hydroxide> wait, where's the vote bot?
11:15 <CosmicRay> I don't think the vote bot is working
11:16 <BrandenRobinson> IanJackson: it's .... oh fuck
11:17 <mako> we can wing it
11:18 <BrandenRobinson> WIGGY
11:18 <CosmicRay> cdlu will have to count :-)
11:20 <Hydroxide> IanJackson: it seems like a conflict of interest to me
11:30 <cdlu> that's alright. I almost passed math. :)
11:35 <BrandenRobinson> IanJackson: if it were me, I'd have abstained too
11:36 <IanJackson> hy: No, no. You should only abstain if you have serious reservations about it yourself.
11:38 <Hydroxide> okay
11:40 <Hydroxide> !vote yes
11:42 <BrandenRobinson> yeesh
11:47 <Hydroxide> I don't really care
11:49 <CosmicRay> vote passes, 7 yes, 0 no.
11:51 <Hydroxide> it's fine
11:52 <BrandenRobinson> IanJackson: please stop, and let people exercise their own damn judgement
12:04 <cdlu> CR: yes IWJ: yes mako: yes BR: yes cdlu: yes, Joey: yes, CR: yes, hydroxide: abstain and yes...
12:05 <cdlu> hrm
12:07 <cdlu> I like that bot
12:10 <Hydroxide> cdlu: change mine to abstain
12:14 <IanJackson> br: Are you asking me to stop stating my opinions ?
12:24 <cdlu> CR, it passed. it's just going to be fun to figure out by how much :)
12:32 <CosmicRay> Moving on....
12:33 <BrandenRobinson> IanJackson: stating your own is fine. Telling Hydroxide what to do while a vote is in progress, isn't.
12:34 <Hydroxide> IanJackson, BrandenRobinson: please continue this outside the meeting
12:40 <CosmicRay> [item 5, outstanding minutes] We have minutes from December 7, 2004, to approve.
12:44 <CosmicRay> Are we ready to vote?
12:51 * Hydroxide has read the December minutes and is ready to approve them.
12:55 * cdlu ready
12:58 <CosmicRay> This vote is on the December 7, 2004 minutes.
13:00 * BrandenRobinson found one typo and made cdlu fix it. :)
13:03 <cdlu> hehe
13:04 <CosmicRay> !vote start
13:07 <cdlu> !vote yes
13:08 <BrandenRobinson> !vote yes
13:08 <CosmicRay> (old habits die hard)
13:10 <mako> !vote yes
13:10 <CosmicRay> !vote yes
13:12 * IanJackson offers Jimmy a tin hat, since Branden's worried about the effect of my OMCL's.
13:13 <Hydroxide> !vote yes
13:14 <IanJackson> !vote yes
13:25 <cdlu> 5 yes, it is approved. outstanding voters?
13:26 <Joey> vote yes
13:32 <cdlu> 6 Y 0 N 0 A
13:44 <BrandenRobinson> What if some of us are merely adequate voters?
13:51 <Hydroxide> CosmicRay: did I miss the President's update, or is there none this time?
13:51 <IanJackson> I think we can call it `unanimous' in the minutes, without totals, if no-one says `no' :-).
13:52 * cdlu smirks
13:54 <CosmicRay> [item 6, next meeting] Our next meeting is scheduled for Tuesday, March 1, 2005.
14:01 <CosmicRay> Hydroxide: there was none
14:04 <IanJackson> 1st of the month again.
14:05 <Hydroxide> ok
14:06 <BrandenRobinson> Hydroxide: he said he had nothing that wouldn't be covered in the other items
14:08 <cdlu> cool
14:11 <BrandenRobinson> February 2005
14:11 <BrandenRobinson> Su Mo Tu We Th Fr Sa
14:11 <BrandenRobinson> 1 2 3 4 5
14:11 <BrandenRobinson> 6 7 8 9 10 11 12
14:11 <BrandenRobinson> 13 14 15 16 17 18 19
14:13 <BrandenRobinson> 20 21 22 23 24 25 26
14:15 <BrandenRobinson> 27 28
14:15 <CosmicRay> any complaints about mar 1?
14:16 <IanJackson> Just a mo, I may be unavailable then. Let me fetch my brane.
14:18 <BrandenRobinson> oops
14:19 <Hydroxide> IanJackson: first TUESDAY of the month, which is the 2nd
14:20 <BrandenRobinson> sorry
14:22 <Hydroxide> March 2nd
14:23 <cdlu> no complaints about march 1st
14:23 <BrandenRobinson> March 2005
14:26 <BrandenRobinson> Su Mo Tu We Th Fr Sa
14:28 <BrandenRobinson> 1 2 3 4 5
14:31 <BrandenRobinson> 6 7 8 9 10 11 12
14:32 <Hydroxide> oh, sorry
14:33 <BrandenRobinson> 13 14 15 16 17 18 19
14:34 <Hydroxide> it's march 1st
14:36 <BrandenRobinson> 20 21 22 23 24 25 26
14:38 <BrandenRobinson> 27 28 29 30 31
14:40 <Hydroxide> march 1st then
14:41 <BrandenRobinson> uhm.
14:43 <BrandenRobinson> not the 2nd, folks.
14:45 <CosmicRay> ... waiting for ianjackson.
14:45 <cdlu> Branden, feb and march dates line up 3 out of 4 years :)
14:46 <BrandenRobinson> this is not a leap year
15:02 <mako> sounds good to me
15:02 <IanJackson> No, it's OK.
15:05 <IanJackson> 1st is fine.
15:07 <CosmicRay> ok then
15:09 <IanJackson> It was 2nd I was booked up.
15:09 * BrandenRobinson would rather we waited 'til the 8th
15:10 <CosmicRay> [closing] We are adjourned until March 1, 2005 at 19:00 UTC.
15:13 <BrandenRobinson> oh well
15:14 <Joey> Can I announce my absense for March 1st please? I may be around but it's not very likely.
15:16 * cdlu hands CR a GAVEL
15:18 <CosmicRay> *GAVEL*

- ---
David Graham, SPI Secretary
cdlu(at)spi-inc(dot)org D5F45889

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