From tbm at cyrius.com Sun Feb 10 12:05:15 2019 From: tbm at cyrius.com (Martin Michlmayr) Date: Sun, 10 Feb 2019 12:05:15 +0000 Subject: Task for someone with some time Message-ID: <20190210120515.ta5pqoffahvrkxe3@jirafa.cyrius.com> I have a task in case someone wants to help SPI. Go through all meeting minutes at http://spi-inc.org/meetings/minutes/ and look for resolutions that were voted on. Check if they are listed on our resolutions page at http://spi-inc.org/corporate/resolutions/ Create a list of missing resolutions. I'll start: * 2003-11-11.bmh.1 Passed in https://spi-inc.org/meetings/minutes/2003/2003-11-11/ * 2003-11-11.bmh.2 Passed in https://spi-inc.org/meetings/minutes/2003/2003-11-11/ -- Martin Michlmayr https://www.cyrius.com/ From tbm at cyrius.com Tue Feb 12 10:45:27 2019 From: tbm at cyrius.com (Martin Michlmayr) Date: Tue, 12 Feb 2019 11:45:27 +0100 Subject: Resolution 2018-07-11.mm.1: Arch Linux 32 as associated project In-Reply-To: <20190126173030.xxeo4f2nkxfuh3uj@jirafa.cyrius.com> References: <20190126173030.xxeo4f2nkxfuh3uj@jirafa.cyrius.com> Message-ID: <20190212104527.7qyilccuqzlbyzis@jirafa.cyrius.com> Dimitri John Ledkov pointed out during the SPI meeting yesterday that the resolution doesn't contain a clause saying what will happen if the project becomes defunct (something we add in new resolutons). I added clause 3. Erich, please check if this is okay. (If Arch Linux 32 becomes defunct and nobody replies to SPI, we'd probably transfer the remaining funds to the Arch Linux earmark.) New proposed resolution: WHEREAS 1. Arch Linux 32 is a substantial and significant Free Software project. 2. The Arch Linux 32 developers would like SPI's support and assistance, including taking donations. THE SPI BOARD RESOLVES THAT 1. Arch Linux 32 is formally invited to become an SPI Associated Project, according to the SPI Framework for Associated Projects, SPI Resolution 1998-11-16.iwj.1-amended-2004-08-10.iwj.1, a copy of which can be found at https://www.spi-inc.org/corporate/resolutions/2004/2004-08-10.iwj.1/ 2. Erich Eckner is recognized by SPI as the authoritative decision maker and SPI liaison for Arch Linux 32. Successors will be appointed by the outgoing SPI liaison, or if the current SPI liaison is unavailable or refuses to appoint a successor, by a simple majority vote by the current master key holders of Arch Linux 32. 3. If the last known SPI liaison for Arch Linux 32 is missing in action, and no new SPI liaison is appointed for two consecutive years the associated project is deemed defunct. Defunct project's assets may be transferred to a nominated US 501(c)(3) charity or to the SPI general fund. 4. This invitation will lapse, if not accepted, 60 days after it is approved by the SPI Board. * Martin Michlmayr [2019-01-26 14:30]: > I'd like to propose this resolution for the February meeting. > I initially posted this to the list last year and some people asked > whether Arch Linux agrees and whether there's an agreement in place. > We have a light-weight trademark agreement from Arch Linux (Aaron) now, > so I think we're good to vote on this resolution. > > Resolution 2018-07-11.mm.1: Arch Linux 32 as associated project ... -- Martin Michlmayr https://www.cyrius.com/ From tbm at cyrius.com Thu Feb 14 15:35:40 2019 From: tbm at cyrius.com (Martin Michlmayr) Date: Thu, 14 Feb 2019 16:35:40 +0100 Subject: Resolution 2018-07-11.mm.1: Arch Linux 32 as associated project In-Reply-To: <46e48c23-002a-67a3-1b85-0ad378319859@eckner.net> References: <20190126173030.xxeo4f2nkxfuh3uj@jirafa.cyrius.com> <20190212104527.7qyilccuqzlbyzis@jirafa.cyrius.com> <46e48c23-002a-67a3-1b85-0ad378319859@eckner.net> Message-ID: <20190214153540.GC5023@jirafa.cyrius.com> * Erich Eckner [2019-02-14 11:23]: > Yes, this is fine for me. However, maybe we can put your comment about > Arch Linux into (3), too? Like adding ", preferably to the assets of > Arch Linux." (or something similar) to the end of the last sentence? I was considering that but in the end didn't do it because it's a standard sentence we use in all new project resolutions and I didn't want to modify it if there wasn't a strong reason. If you have strong feelings about it, I can add it. Otherwise let's hope a) the situation won't happen and b) if it does the board will do the right thing. -- Martin Michlmayr https://www.cyrius.com/ From tbm at cyrius.com Thu Feb 14 16:43:23 2019 From: tbm at cyrius.com (Martin Michlmayr) Date: Thu, 14 Feb 2019 17:43:23 +0100 Subject: Resolution 2018-07-11.mm.1: Arch Linux 32 as associated project In-Reply-To: <4ff95d09-194d-43a0-95d3-adb9083cab84@eckner.net> References: <20190126173030.xxeo4f2nkxfuh3uj@jirafa.cyrius.com> <20190212104527.7qyilccuqzlbyzis@jirafa.cyrius.com> <46e48c23-002a-67a3-1b85-0ad378319859@eckner.net> <20190214153540.GC5023@jirafa.cyrius.com> <4ff95d09-194d-43a0-95d3-adb9083cab84@eckner.net> Message-ID: <20190214164323.GG5023@jirafa.cyrius.com> * Erich Eckner [2019-02-14 17:32]: > Well, when it's default, then I have no objections. Well, it's a new clause. I just meant to say I copy & pasted. :) But it makes tracking easier if it's the same everywhere... Anyway, it's not clear to me what "nominated charity" means in the clause. Is that something the project nominates when they join (as you sort of did when you indicated a preference to give it to Arch) or something the board "nominates"? (but then "nominates" is a weird word). If it's something the project nominates, we need to implement a way to track it (i.e. write it down somewhere) so we'll remember in X years/decades (and how do we know the org originally nominated doesn't change over time...). I already sent an email to the board asking about this "nominated charity" question, but there's no need for this to be board-only and we can discuss here. (Adding xnox who I believe came up with the language or might remember who did.) -- Martin Michlmayr https://www.cyrius.com/ From arch at eckner.net Thu Feb 14 10:23:19 2019 From: arch at eckner.net (Erich Eckner) Date: Thu, 14 Feb 2019 11:23:19 +0100 Subject: Resolution 2018-07-11.mm.1: Arch Linux 32 as associated project In-Reply-To: <20190212104527.7qyilccuqzlbyzis@jirafa.cyrius.com> References: <20190126173030.xxeo4f2nkxfuh3uj@jirafa.cyrius.com> <20190212104527.7qyilccuqzlbyzis@jirafa.cyrius.com> Message-ID: <46e48c23-002a-67a3-1b85-0ad378319859@eckner.net> Yes, this is fine for me. However, maybe we can put your comment about Arch Linux into (3), too? Like adding ", preferably to the assets of Arch Linux." (or something similar) to the end of the last sentence? regards, Erich On 12.02.19 11:45, Martin Michlmayr wrote: > Dimitri John Ledkov pointed out during the SPI meeting yesterday that > the resolution doesn't contain a clause saying what will happen if the > project becomes defunct (something we add in new resolutons). > > I added clause 3. Erich, please check if this is okay. (If Arch > Linux 32 becomes defunct and nobody replies to SPI, we'd probably > transfer the remaining funds to the Arch Linux earmark.) > > New proposed resolution: > > WHEREAS > > 1. Arch Linux 32 is a substantial and significant Free Software project. > > 2. The Arch Linux 32 developers would like SPI's support and assistance, > including taking donations. > > THE SPI BOARD RESOLVES THAT > > 1. Arch Linux 32 is formally invited to become an SPI Associated > Project, according to the SPI Framework for Associated Projects, SPI > Resolution 1998-11-16.iwj.1-amended-2004-08-10.iwj.1, a copy of which > can be found at > https://www.spi-inc.org/corporate/resolutions/2004/2004-08-10.iwj.1/ > > 2. Erich Eckner is recognized by SPI as the authoritative decision maker > and SPI liaison for Arch Linux 32. Successors will be appointed by the > outgoing SPI liaison, or if the current SPI liaison is unavailable or > refuses to appoint a successor, by a simple majority vote by the current > master key holders of Arch Linux 32. > > 3. If the last known SPI liaison for Arch Linux 32 is missing in action, > and no new SPI liaison is appointed for two consecutive years the > associated project is deemed defunct. Defunct project's assets may be > transferred to a nominated US 501(c)(3) charity or to the SPI general > fund. > > 4. This invitation will lapse, if not accepted, 60 days after it is > approved by the SPI Board. -------------- next part -------------- A non-text attachment was scrubbed... Name: signature.asc Type: application/pgp-signature Size: 833 bytes Desc: OpenPGP digital signature URL: From arch at eckner.net Thu Feb 14 16:32:47 2019 From: arch at eckner.net (Erich Eckner) Date: Thu, 14 Feb 2019 17:32:47 +0100 Subject: Resolution 2018-07-11.mm.1: Arch Linux 32 as associated project In-Reply-To: <20190214153540.GC5023@jirafa.cyrius.com> References: <20190126173030.xxeo4f2nkxfuh3uj@jirafa.cyrius.com> <20190212104527.7qyilccuqzlbyzis@jirafa.cyrius.com> <46e48c23-002a-67a3-1b85-0ad378319859@eckner.net> <20190214153540.GC5023@jirafa.cyrius.com> Message-ID: <4ff95d09-194d-43a0-95d3-adb9083cab84@eckner.net> Well, when it's default, then I have no objections. regards, Erich On 14.02.19 16:35, Martin Michlmayr wrote: > * Erich Eckner [2019-02-14 11:23]: >> Yes, this is fine for me. However, maybe we can put your comment about >> Arch Linux into (3), too? Like adding ", preferably to the assets of >> Arch Linux." (or something similar) to the end of the last sentence? > > I was considering that but in the end didn't do it because it's a > standard sentence we use in all new project resolutions and I didn't > want to modify it if there wasn't a strong reason. > > If you have strong feelings about it, I can add it. Otherwise let's > hope a) the situation won't happen and b) if it does the board will do > the right thing. > -------------- next part -------------- A non-text attachment was scrubbed... Name: signature.asc Type: application/pgp-signature Size: 833 bytes Desc: OpenPGP digital signature URL: From ijackson at chiark.greenend.org.uk Tue Feb 19 11:34:05 2019 From: ijackson at chiark.greenend.org.uk (Ian Jackson) Date: Tue, 19 Feb 2019 11:34:05 +0000 Subject: Resolution 2018-07-11.mm.1: Arch Linux 32 as associated project In-Reply-To: <20190214164323.GG5023@jirafa.cyrius.com> References: <20190126173030.xxeo4f2nkxfuh3uj@jirafa.cyrius.com> <20190212104527.7qyilccuqzlbyzis@jirafa.cyrius.com> <46e48c23-002a-67a3-1b85-0ad378319859@eckner.net> <20190214153540.GC5023@jirafa.cyrius.com> <4ff95d09-194d-43a0-95d3-adb9083cab84@eckner.net> <20190214164323.GG5023@jirafa.cyrius.com> Message-ID: <23659.59821.732304.190053@chiark.greenend.org.uk> Martin Michlmayr writes ("Re: Resolution 2018-07-11.mm.1: Arch Linux 32 as associated project"): ... > Anyway, it's not clear to me what "nominated charity" means in the > clause. Is that something the project nominates when they join (as > you sort of did when you indicated a preference to give it to Arch) or > something the board "nominates"? (but then "nominates" is a weird word). You indeed point out a deficiency in the standard wording. Also, I would like to say that the purpose of standard wordings is not to be immutable. It is fine to change them if we understand the reasons why the standard wording is the way it is. In this case, we don't want to nail things down which may turn out to be unworkable in the distant and unknowable future. How about the following alternative standard wording: 3. If the last known SPI liaison for Arch Linux 32 is missing in action, and no new SPI liaison is appointed for two consecutive years the associated project is deemed defunct. The SPI Board will try to identify a similar successor project; SPI will transfer the assets to the successor's US charity, or hold them in trust for the successor. Failing that the assets will become part of the SPI general fund. Significant differences: - Say that the successor: - is up to the Board - should be `similar' - `Will' rather than `may', since I don't think really we expect the board to leave assets attached to a defunct earmark. - SPI general fund more clearly the last resort. Technical differences: - Wording reorganised. - Mention the possibility that the assets would end up with SPI but with the successor's earmark. - Remove unclear `nominated'. > If it's something the project nominates, we need to implement a way to > track it (i.e. write it down somewhere) so we'll remember in X > years/decades (and how do we know the org originally nominated doesn't > change over time...). Quite. > (Adding xnox who I believe came up with the language or might > remember who did.) I think it's after my time. It's possible that the intent was to allow the defunct project to nominate its successor but there are obvious practical problems with that... Ian. -- Ian Jackson These opinions are my own. If I emailed you from an address @fyvzl.net or @evade.org.uk, that is a private address which bypasses my fierce spamfilter. From tbm at cyrius.com Tue Feb 19 17:52:19 2019 From: tbm at cyrius.com (Martin Michlmayr) Date: Tue, 19 Feb 2019 17:52:19 +0000 Subject: Resolution 2019-02-12.mm.1: Removal of Torch as an associated project Message-ID: <20190219175219.GA12728@jirafa.cyrius.com> I'd like to propose the following resolution for the next meeting: Resolution 2019-02-12.mm.1: Removal of Torch as an associated project WHEREAS 1. Torch became an Associated Project of SPI in 2016. 2. Torch is no longer in active development and has been obsoleted by PyTorch. 3. PyTorch is not an Associated Project of SPI. 4. SPI holds no substantial funds and no other assets on behalf of Torch. THE SPI BOARD RESOLVES THAT 1. Torch will be removed as an SPI Associated Project. 2. SPI will no longer actively seek donations on behalf of Torch. 3. All assets, including (without limitation) money and any future donations, held by SPI on behalf of Torch, will henceforth be moved to SPI's general fund. 4. This is subject to any undischarged obligations Torch may have. We are not aware of any such undischarged obligations. We ask anyone who is aware of any to notify us within 30 days of this resolution. -- Martin Michlmayr https://www.cyrius.com/ From president at spi-inc.org Fri Feb 22 03:06:36 2019 From: president at spi-inc.org (Jimmy Kaplowitz) Date: Thu, 21 Feb 2019 22:06:36 -0500 Subject: Possible short-term paid contract with a director. Feedback welcome off-list. Message-ID: <20190222030636.vdsw4jfdc2hrhfht@kaplowitz.org> Hi everyone, I'm sending this update to spi-general in the interest of transparency and allowing member input, but I am about to describe a potential transaction to which our Conflict of Interest Policy would apply, to be voted on at our March 1 in-person board meeting. The conflicted director is not supposed to read the board's pre-vote discussion until after a decision is made, though being a director he is of course aware of the general situation. This explains why I am describing this in prose instead of a resolution, and why I'm setting the Reply-To header manually to president at spi-inc.org. Please respect that header. -*-*-*- The board has for quite a while been unhappy with our collective volunteer output. For example, we realize it's unacceptable how long it's been since we last produced monthly financial reports. SPI has scaled beyond what an all-volunteer group can do. At the same time, we want to keep the officer and director roles as volunteer roles. We want to get paid help both in the short term and in the long term. These are rather different constraints. In the long term, we have more choice of technology and scope. We may even want a paid executive director position at some point, reporting to the volunteer board. This is undecided and not the focus of this email. In the short term, we have the rather unusual situation of having a workflow based on git and ledger-CLI, the specialized accounting situation of being a nonprofit fiscal sponsor, and needing to collate data from several different systems (e.g. PayPal and Click & Pledge) with a mixture of double-entry bookkeeping and programming knowledge. This means we can't use a typical bookkeeper, at least in the short term. We have used a paid external independent contractor to process some reimbursement requests via Request Tracker, but that person does not have the required expertise or time for this need. We've explored potential external candidates, but haven't found one with the right mixture of availability and knowledge. We are considering one potentially suitable candidate, but unfortunately that person has the obvious conflict of interest of being on the board: Martin Michlmayr. Nobody is eager to deal with the appearance of impropriety that this produces, but there is a reason our Conflict of Interest Policy allows certain exceptions if ratified by the non-conflicted portion of our board. We may be in one of those cases. I should note that the conflict is, at least, lower with his current non-officer role than a year ago when he was President. Therefore, the non-conflicted directors are discussing a proposal to pay Martin Michlmayr for roughly 40 hours per month for three months as an independent contractor, to: get our books and reports in order, explore what we'd have to do to undergo a financial audit successfully, and explore other funding possibilities for paid staff and donor system improvements. We would not be paying him for his role as a director, only for the specified services. This will be voted on at our March 1 in-person meeting, with Martin not present in the room. We would, of course, re-evaluate the situation before any contract extension, especially if viable external candidates are identified. And yes, we've consulted with our legal counsel about this. Please send any feedback directly to president at spi-inc.org rather than this list, so that Martin does not see your comments before the vote. I will forward or summarize any opinions to the non-conflicted directors, and then make them available to the whole board including Martin following the vote (as indicated by our Conflict of Interest Policy). Again, I have set the Reply-To header accordingly. Everyone on the board appreciates your attention to and support of SPI. - Jimmy Kaplowitz, SPI President president at spi-inc.org