Resolution 2016-09-12.jrk.1: Canadian bank account for SPI

[Martin Michlmayr]

This resolution was adopted by the Board of Directors of SPI at their
meeting of September 12, 2016.

WHEREAS

1. Debian has expressed multiple needs for a Canadian dollar account
with a Canadian bank, including a time-sensitive need for the 2017
Debian conference;

2. Such an account could be useful to other SPI projects once it
exists;

3. Preliminary explorations specific to Canada indicate that the way
to accomplish this with the least hassle is for SPI to open the
Canadian bank account directly, rather than creating a separate legal
entity;

4. Preliminary explorations further indicate that SPI can rely on the
US-Canada tax treaty to file for exemption from Canadian income tax;

5. At the August 11, 2016 SPI board meeting, SPI directors generally
expressed a consensus that having a presence in Canada would be
useful;

6. Jimmy Kaplowitz and Luca Filipozzi are the SPI directors who have
expressed the most interest in having this account exist;

THE SPI BOARD RESOLVES THAT

1. Subject to paragraphs 2 through 4 below, Jimmy Kaplowitz and Luca
Filipozzi, acting jointly on SPI's behalf, are authorized and directed to:

a) Gather any needed professional advice and informal information on
what time commitment, obligations, and expenses would be incurred by
SPI increasing its nexus with Canada through the opening of a Canadian
bank account;

b) Gather the corresponding answers with respect to Quebec
specifically, since Quebec is the only province in Canada that
operates its own separate tax authority, and since DebConf17 will be
taking place in that province;

c) If the answers seem acceptable to them, consult with the Treasurer
(and preferably Martin Zobel-Helas as Assistant Treasurer) to ensure
that the Treasurer is okay with the answers;

d) If the answers seem acceptable to the Treasurer as well as them,
file any necessary paperwork with the Canadian and Quebec tax
authorities to claim exemption from income tax, and identify one or
more suitable Canadian bank account options denominated in Canadian
dollars;

e) If subparagraph d) has been completed, consult with the Treasurer
(and preferably the Assistant Treasurer) to make a choice of one or
more bank account(s);

f) Once the choice of bank account(s) has been agreed with the
Treasurer, open the bank account(s), with each of them individually,
as well as the Treasurer and Assistant Treasurer individually, having
signing authority.

2. The authorization from paragraph 1 shall expire on August 31, 2017.
It shall allow expenditure from SPI general funds of up to 2000 US
dollars for purposes such as professional advice and government filing
fees. The existing practice of reimbursing reasonable administrative
expenses such as postage and photocopying shall not count against the
$2000 limit. Any other authorities for expenditure shall remain
similarly undisturbed and separate, including Resolution
2004-05-04.dbg.2.iwj.1: Expedited financial problems solving.

3. Since the current needs are exclusively for the Debian project,
Jimmy Kaplowitz and/or Luca Filipozzi will ask Debian if it would be
willing to reimburse SPI's general fund for some of the above
expenses, accepted at the discretion of the Treasurer or Assistant
Treasurer. The account will nevertheless be useful enough to SPI
projects broadly that this is not a prerequisite to proceed.

4. The new Canadian bank account will be opened with such SPI general
funds as the Treasurer or Assistant Treasurer deems appropriate, and
with such associated project funds (likely Debian) as the
corresponding project liaisons deem appropriate.

Martin Michlmayr
President, Software in the Public Interest, Inc.