Minutes for August 10th, 2004

-----BEGIN PGP SIGNED MESSAGE-----
Hash: SHA1

The following minutes were adopted by the Board of Directors on September
7th, 2004:

1. Meeting opened 19:00:02 UTC on August 10th, 2004 and took place in #spi
on irc.spi-inc.org.

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

2. Roll call

Board members present (roles at start of meeting):
John Goerzen (Vice President)
Jimmy Kaplowitz (Treasurer)

Bdale Garbee
David Graham
Benj. Mako Hill
Ian Jackson
Bruce Perens
Branden Robinson
Martin Schulze

No board members were absent.

Registered guests present:

Drew Scott Daniels
MJ Ray
Phil Brooke
Matt Kraai
Christian T. Steigies
Joseph Nahmias

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

3. Introduction of New Board Members

John Goerzen introduced Bdale Garbee and Branden Robinson to the board.
They were elected to the board on July 29th, 2004.
The sitting board thanked Wichert Akkerman and Ean Schuessler for their
years of service to the Board of Directors, and to Michael Greb for
running in the elec
tion.

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

4. Selection of Officers

John Goerzen noted that the positions of President and Secretary were
unfilled, however due to resolution 2004-06-01.dbg.2, all officer
positions were up for e
lection at this meeting.

The following candidates sought positions on the executive:

President: John Goerzen
Vice President: Bdale Garbee, Benj. Mako Hill, Branden Robinson
Treasurer: Jimmy Kaplowitz
Secretary: David Graham

The positions of President, Treasurer, and Secretary were not contested,
however they were put to a vote.

On the motion of making John Goerzen the President, Jimmy Kaplowitz the
Treasurer, and David Graham the Secretary:

Name Vote

Bdale Garbee Yes
John Goerzen Abstain
David Graham Yes
Benj. Mako Hill Yes
Ian Jackson Yes
Jimmy Kaplowitz Abstain
Bruce Perens Yes
Branden Robinson Yes
Martin Schulze Yes

Result 7 in favour, none against, 2 abstentions. The motion is approved.

After much discussion, it was agreed to hold a run-off vote for Vice
President.

Round 1, Bdale Garbee, Benj. Mako Hill, Branden Robinson as candidates for
VP.

Name Vote

Bdale Garbee Bdale Garbee
John Goerzen Branden Robinson
David Graham Benj. Mako Hill
Benj. Mako Hill Benj. Mako Hill
Ian Jackson Bdale Garbee
Jimmy Kaplowitz Benj. Mako Hill
Bruce Perens Benj. Mako Hill
Branden Robinson Branden Robinson
Martin Schulze Bdale Garbee

Branden Robinson: 2
Bdale Garbee: 3
Benj. Mako Hill: 4

Branden Robinson concedes defeat.

Round 2, Bdale Garbee, Benj. Mako Hill for VP.

Name Vote

Bdale Garbee Bdale Garbee
John Goerzen Abstain
David Graham Benj. Mako Hill
Benj. Mako Hill Benj. Mako Hill
Ian Jackson Bdale Garbee
Jimmy Kaplowitz Benj. Mako Hill
Bruce Perens Benj. Mako Hill
Branden Robinson Abstain
Martin Schulze Bdale Garbee

Bdale Garbee: 3
Benj. Mako Hill: 4

Bdale Garbee concedes defeat and Benj. Mako Hill is elected Vice
President.

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

5. Outstanding Resolutions

Three resolutions were outstanding at the start of the meeting.

(p3 of 5)
Resolution 2004-08-10.dbg.2: Annual meeting board member elections
This resolution supercedes: 2004-06-01.dbg.2.

All discussion took place prior to the meeting.

Name Vote

Bdale Garbee Yes
John Goerzen Yes
David Graham Yes
Benj. Mako Hill Yes
Ian Jackson Yes
Jimmy Kaplowitz Yes
Bruce Perens Yes
Branden Robinson Yes
Martin Schulze Yes

Yes: 9, No: 0, Abstain: 0. Resolution adopted.

Amendment resolution 2004-08-10.iwj.1: Project Framework (to
1998-11-16.iwj.1)

All discussion took place prior to the meeting.

Name Vote

Bdale Garbee Yes
John Goerzen Yes
David Graham Yes
Benj. Mako Hill Yes
Ian Jackson Yes
Jimmy Kaplowitz Yes
Bruce Perens Yes
Branden Robinson Abstain
Martin Schulze Abstain

Yes: 7, No: 0, Abstain: 2. Amendment resolution adopted.

Resolution 2004-08-10.iwj.dbg.3: Board Advisors
This resolution supercedes: 2003-07-26.bmh.1, 2002-05-07.mgs.3.br,
2001-05-16.nl, 1999-08-12.iwj.1, 1998-09-25.nl.1

Discussion:
> Joseph Nahmias inquired as to the purpose of Advisors.
> Ian Jackson explained that Advisors have no power, but do have influence
and can see what the Board is doing.
> Branden Robinson pointed out that if the Board is deceptive, the
Advisors can report this fact to member projects.
> Bdale Garbee stated that as an advisor, he felt his role was to make a
pain of himself on issues the board was not adequately addressing.
> Martin Schulze suggested that the resolution include text saying that
the removal of a projected-appointed advisor should be explicitly an
exception, or have
its need defined.
> Ian Jackson proposed an amendment (see below).
> Branden Robinson noted that the purpose of the paragraph in the first
place is to allow the board to remove a disruptive advisor over the wishes
of a member
project.
> Bruce Perens forced a call to vote on the amendment.

Ian Jackson proposed an amendment to paragraph 7:

7. The SPI Board reserves the right to vary the number of
Representative Advisor seats it offers to a particular Associated
Project. The SPI Board also reserves the right to reject,
remove, or replace a Project's nominee(s), should the need arise.

The amendment would replace "should the need arise" with "(but the Board
hopes not to feel the need to do so)".

On the amdendment:

Name Vote

Bdale Garbee No
John Goerzen Abstain
David Graham No
Benj. Mako Hill No
Ian Jackson Yes
Jimmy Kaplowitz Abstain
Bruce Perens No
Branden Robinson No
Martin Schulze Abstain

Yes: 1, No: 5, Abstain: 3. Amendment defeated.

On the resolution:

Name Vote

Bdale Garbee Yes
John Goerzen Yes
David Graham Yes
Benj. Mako Hill Yes
Ian Jackson Yes
Jimmy Kaplowitz Yes
Bruce Perens Yes
Branden Robinson Yes
Martin Schulze Abstain

Yes: 8, No: 0, Abstain: 1. Resolution adopted.

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

6. Next meeting scheduled for September 7th, 2004 at 19:00 UTC in #spi on
irc.spi-inc.org.

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

7. The meeting was adjourned at 19:45 on August 10th, 2004.

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

Appendix A: The Current Board as of the end of the meeting.

Officers:
John Goerzen (President)
Benj. Mako (Vice President)
Jimmy Kaplowitz (Treasurer)
David Graham (Secretary)

Members:
Bdale Garbee
Ian Jackson
Bruce Perens
Branden Robinson
Martin 'Joey' Schulze

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

-----BEGIN PGP SIGNATURE-----
Version: GnuPG v1.2.5 (GNU/Linux)
Comment: For info see http://quantumlab.net/pine_privacy_guard/

iD8DBQFBPjKfhRoOqdX0WIkRAlS6AJ9k/dLUw8m1QMoxuUEDVPdhxKK1bgCffu2B
jRGWPPKqs+x/Og+YEZbOA5E=
=J87r
-----END PGP SIGNATURE-----