Delayed letter of resignation

From: Jimmy Kaplowitz <jimmy(at)spi-inc(dot)org>
To: board(at)spi-inc(dot)org, secretary(at)spi-inc(dot)org, spi-general(at)lists(dot)spi-inc(dot)org
Subject: Delayed letter of resignation
Date: 2014-03-30 07:45:33
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Due to the rest of my life, I've been too busy to contribute usefully to the
SPI board in a while. My meeting attendance has gotten spotty and I haven't
managed to put in the time outside of meetings to help SPI in the ways it
needs and deserves. I've been considering yielding to someone less busy for
the last several months, and although not much of my current term remains,
there's no useful reason to delay further.

Therefore, after much reflection, I hereby resign from the SPI board of
directors, effective upon:

1) another director's resignation becoming effective (quorum is harder to
satisfy with 8 directors than 7 or 9);
2) the seating of a board-appointed interim director to serve the remainder
of my term;
3) the conclusion of the May 2014 SPI board of directors meeting, if quorum
is reached; or
4) the end of May 8, 2014 in UTC,

whichever occurs first. I plan to abstain from any interim director
appointment vote before my resignation takes effect, though not from related

I'd like to emphasize that I still support SPI's mission, SPI's leadership,
and SPI as an organization. I plan to remain a contributing member. This
resignation is not due to any hidden liability, concern, disagreement,
request, etc; but merely due to SPI's need for more attention than I can
currently provide. If SPI needs manpower some time in the future, I'll
certainly consider what I can usefully manage then.

My strong hope is that the board will move swiftly to choose an interim
director with enough available time and motivation to help SPI accomplish
its goals. If you fit the bill, please email board(at)spi-inc(dot)org to let them

I'll follow up privately with the board to cover purely logistical loose
ends. As for strategic and bureaucratic loose ends suitable for discussion
on spi-general:

* Consider hiring paid administrative help, even part-time. This
will make it much easier for the whole board, especially the volunteer
treasurer and any volunteer assistants, to stay on top of SPI's workload.

* SPI needs to revitalize both its treasurer and systems administration
teams to provide prompt service to all our projects, and to allow projects
to get and submit project-specific data (e.g. financial data, DNS records)
in a self-service way. Credit is due to the many directors and officers who
realize the need for improvement here; follow-through is important. If the
best way to accomplish this involves changing who holds certain roles,
neither inertia nor excessive time management optimism should restrain us.
Lack of volunteers, however, can be an issue - see above about paid help.

* It's important to finish all existing long-standing requests,
including the Debian auditor's past and present/ongoing data access
requests, a direct way to accept PayPal donations, and the grant to

* Some sort of Directors & Officers liability insurance is probably
appropriate and a wise general fund expenditure.

* The bylaws still need to be overhauled, which due to the thresholds
included in the current text probably means that inactive contributing
members who fail to vote in this year's board elections and fail to respond
to a ping within a reasonable time to be (reversibly) downgraded to
noncontributing members ahead of the required membership vote. Please keep
SFLC in the loop to address any legal concerns.

* The website needs much love and improvement, especially the members site.

* SPI needs asset handling flexibility where a project goes defunct, is no
longer feasible for some compelling reason, dissociates and declines to
spend down or transfer SPI-held assets, etc. Consult with SFLC about what's
needed. This may be easy or hard; due to the rules regarding charitable
donation earmarks, this transition might require a lot of work but is

* A general legal/accounting review makes sense - e.g. what NY or other
state/federal/foreign requirements do we have to comply with, are our
existing filings correct, what accounting rules should we be using, etc. To
be clear, I am not indicating any noncompliance, just that it's something
that we should periodically examine carefully and it's probably about time

Most of these are general housekeeping types of tasks; the number of urgent
fixes is much smaller, mainly the first 3 bullet points.

SPI is doing quite a lot of good even now, despite these ideas for
improvement. I'm confident SPI will make whatever adjustments it needs.
Here's to the future of a very necessary organization!

- Jimmy Kaplowitz


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