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

From: Jimmy Kaplowitz <jimmy(at)spi-inc(dot)org>
To: spi-general(at)lists(dot)spi-inc(dot)org, board(at)spi-inc(dot)org, secretary(at)spi-inc(dot)org
Subject: Proposed resolution 2016-09-12.jrk.1: Canadian bank account for SPI
Date: 2016-09-12 07:01:12
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This is a resolution for today's meeting to possibly open a bank account in
Canada, to meet SPI-related needs such as those of DebConf17 (occurring next
August in Montreal) and the Debian sysadmin team. We would first confirm the
important details with Canadian legal and/or accounting professionals and
verify with the SPI treasurer that the compliance burden will fall within
acceptable levels.

I'm very sorry that I'm submitting this roughly 10 hours before the meeting,
but I was swamped with preparing for a cross-country move this past Friday.

Despite the last-minute nature, I think it's worth proceeding to a vote unless
concerns exist: the topic was discussed at last month's meeting and proved
non-controversial, and the resolution is so focused on consultation before
action that we can change course if something proves inappropriate. Further,
since DebConf17 is in under a year, it would be good to start work on this soon
so that they can begin receiving Canadian funds early enough.

I'm certainly open to amendments if people find those necessary, but I'd really
prefer not to wait until October's meeting. If we need some time to tweak it
and think we can then end up with full unanimity, we can approve by email voting.


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


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;


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
committment, 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-Hélas 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

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.

- Jimmy Kaplowitz


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