 It's the morning after the dev confining cheese, so attendance is a bit sparse, but that's okay We're doing this for the audience online and for the recordings that will be made available later so Martin and I are members of the SPI Board of Governors, and we're here to provide a Synopsis of our activities over the last year and In the format of a boff and if there are questions either online or from the room We're happy to take them at the end of the presentation So we also will describe a little bit what SPI is because we cannot be sure that everyone knows What SPI is about? so this is our agenda and in fact if we're going to give a little bit of a presentation about The purpose of SPI perhaps we should do that before we dive into the board software in the public interest is a Registered non-profit organization in the United States in the in the state of New York We exist primarily to hold the tangible assets of Member organizations we call them associated projects. Debin is the largest, but we have a number of other ones and by tangible assets, I mean cash in bank accounts in the United States or trademarks or Patents we don't have any patents yet, but we could hold patents for organizations And our job really at the end of the day is to do We are here to provide accounts receivable and accounts payable services for these projects That is the the primary mission if you will of the organization. We also hold domains for several projects Sorry, yes and domain names, which are also assets so from Debian's perspective. We are only one of Several trusted organizations, but for the other projects that we are the host We are the only organization that they work with so SPI started from Debian membership But the people that stood it up understood that there was a need for an organization that could be pan or larger than Debian alone could offer similar services to many open source organizations whether or not they were small or large in size So this is the agenda that we'll go through today We'll start with the board composition and directors and officers and our meeting structure. So We had some board changes this year I'm York, Jasper a long-term board member and vice president of SPI re-signed and mid of February, I think and due to lack of time and SPI by its bylaws allows that the board itself may appoint an interim director to the board and Tyler Croy from the Jenkins project and one other person said they are going to Stand for that and the board finally appointed Tyler Croy as an interim director in In March during its monthly online meeting We were in the position a few years ago where so usually Board of directors Is a three-year term for so you if you stand up for for a board of director at SPI you're getting voted for for three years and we usually have three person at the board consists of nine persons in total and We usually have like three persons a year standing up for vote That shifted a little bit a few years ago because of several persons Re-signing and we were in the position where we suddenly had like five persons that needed to be voted on and to get To go back to a three by three by three Vote again look are Re-signed this year early To get re-elected this year. So we the beginning so with a beginning term now in The next with the next meeting in August. We are back to three three three again so I'm be had The vote for the board of directors the last two weeks three weeks and actual vote result came out on Fry noodles Friday last week. I think so. Yeah Where Sadly tyla Croy was usually you get you stand up for vote when you get Appointed as a interim director sadly tyla Croy dot not got re-elected Steven Frost Got re-elected Michael Schultz has got re-elected and Luca Philip Rossi got re-elected for this year's vote so thank you for all those people for Notting themselves. Yeah, and thanks for everybody who voted I actually don't know what the voting statistics are in terms of the number of unique votes I don't think that was included in the email but No, you're not live. It's all I've got a green line. Yeah, okay It was only about 40 people voted in the election. I think we've got Somewhere between two and three hundred contributing members at the minute who could have voted Yeah, I did actually talk to a couple of contributing members who weren't voting and they explained that They didn't feel they could make an informed decision They didn't know any of the candidates well enough to be able to distinguish between them and weren't Particularly, oh my god, this candidate is amazing or this candidate's someone I definitely don't want in and that's why they didn't vote So it wasn't that they weren't engaged It was that they didn't feel that they could be voting for the sake of voting. Okay, so they did ask a few people So as of August 2018 then the board of directors of SPI are the following individuals myself Steven Frost Jimmy Kaplowitz Martin Mikkelmeyer Tim Potter Michael Schulteis Andrew Trigel I hope I didn't butcher that name Valerie Young and Martin Zobaholas and The officers currently are Martin myself Valerie and Michael But that changes in the next two weeks at our next meeting since we just had the election We cycle the officers every year the board elects its own officers from its membership. So From that previous slide those are the people eligible to be the officers And I'll finish with this one and then we can switch Board meetings we meet every month online in IRC in the SPI channel I just recently changed the configuration there So you do need to be registered in order to speak in the channel because of the span that we've been receiving but we're there every month and We advertise the meetings in advance and the agendas in advance on the SPI announced mailing lists So, please check that mailing list because of the last final slide. I believe Finally, we do meet once per year. We started this in 2016 I believe and The intent here is to spend some time together as boards It's not some of us don't know each other and to really focus on vision strategy Roadmap and operational concerns. It's in effect the SPI board sprint We do it every year in New York. We are a New York registered organization. So it's appropriate to do it in New York We currently meet at our lawyer's office so that we have Client confidentiality, but we could meet somewhere else this year. We're talking about venues, but the intent is to Have this sprint. So if there are things that you want us to be working on now It's a time to bring them up because it's really during those sprints that we try to make progress on them Also, we try to keep the face-to-face meeting Close to the vote we had so we can actually do some onboarding with the new team members of the boat Board, sorry Yeah, I looked up some of the membership statistics we had five over five hundred active contributing members and 2016 and then this number decreased very much in 2017, but that's due to the fact that we are Jonathan did membership ping to all of the contributing members and a lot of Contributing at that time contributing members. Iza said they won't Be active and they longer or they didn't respond to the pings So that's the reason why this number decreased so much Yeah so the the the key point here is that we Embarked on a membership cleanup or last a little while because we have a bylaw revamp and the current bylaw Bylaws are written such a way that the quorum necessary to get revisions passed is extremely the bar is very high the next revision the bar is lower and we need a A roster that reflects the the active membership so that when we send out the vote for The vote request for the new bylaws We are not sending it to a population that we could never achieve quorum on because they're not active so People may not have been active in the in the election of board officers and your explanation was helpful Thank you, but we really do need people to make an effort on voting on the bylaws There are important changes in there one of which is the quorum requirement for future bylaw changes It will leave us somewhat paralyzed if we can never never even propose minor bylaw changes and meet this enormously high Quorum requirement and especially as a lot of active contributing members are debbie and developers Please If you see the vote on the bylaws go vote go and vote on it So membership applications SPI is not membership and SPI is not limited to people who are part of an associated project. So You may make an application. You can become a non contributing member. You can also make an application to become a contributing member The contributing members are the ones that then are offered the opportunity to vote. It's the only real Differentiating factor, but it's an important factor. SPI exists to support these organizations in their administrative responsibilities So it's not as fun as some of the other people might take on but it's stuff that needs to needs to get done You need to be active member to be on the board and you need to be an active member to be on the board We've had some changes in the project roster freedom box became their own a I've a one C3 C3 C3 and Some projects cease to operate and we're in the process of cleaning that up to to prepare some board resolutions to Dispose of their assets if any etc We are already in contact with some some of them do respond some don't Med Wi-Fi for example responded recently that they want their funds to be transferred to another SPI associated project, which is fine And we have several that are seeking to be onboarded but Until that concludes, I'm not going to enumerate them on the slide and this came Sorry, we didn't do a good job of getting all of these logos into the slide deck This is from the annual report the last page of the annual report Which has been published Two weeks ago. Yeah just before the vote. So again Debian is the largest member of SPI associated project in SPI but we provide services to 40 plus organizations Some of which you may know or use even at home yourself like open WRT or what have you Of TC if you're on IRC postgres for example, then there's zero ID the zero ID game Jenkins for example the Libra office Open document foundation are clinics Just to list a few our clinics 32 as well as onboarding. Okay Yeah, I can give a Little bit feedback of the financial position of SPI We changed a lot regarding The treasury process in the past one and a half years. I'm becoming more and more assistant Treasurer to SPI and we also changed the Way we are processing financial data As it becomes more and more crucial to SPI as we are holding a lot of assets as you can see We also moved a lot of Money around as you might see for last year most of that as Well two or three no actually three big conference one of was that conf last year the other two were Libra office conference and the conference from the XOR foundation So And we had genius donations in the past years to both our associated projects and directly to SPI so if you are looking at the Total amount that SPI owns That's more or less due to a very genius donation from craig list and the past ongoing over the past three years We hold a little bit more than a million US dollar in trust in total where of a 800,000 nearly 900,000 With the associated projects So recent accomplishments over the last year as Obel mentioned there have been Financial process improvements We're trying to get the annual reports out in a more timely fashion we moved from the previous first pass the post kind of voting my method to single transfer will vote which was actually in 2016 I think the This year was the first year where we actually voted with this Vote mechanism last year. We didn't have any vote ongoing because we had three officers Up for vote no to two officers up for vote and Two officers standing so we didn't need to vote last year We implemented a virtual mailing address and phone number by which I mean There are services around the United States that offer the ability to accept mail physical mail They scan the envelope you ask them to open it. They scan the content if it's a check We can ask them to deposit to the bank This has been very helpful because in the past we used to use a post office box close to Michael's house and Michael Sometimes didn't have an opportunity to swing by Frequently with this mechanism Michael can deposit checks with the click of a mouse which is done actually done nowadays by Martin Michael Meyer and me and Yeah we also get all the The nice thing we as we can also Archive all the stuff that goes to our post address as a PDF. We directly get it scanned every time Later comes in so we actually have a track of what comes in and Have that and a version control system So we do have all the data At one single place now So it sounds like a minor thing, but it's been a pretty dramatic improvement to the flow of incoming donations And we also have a Google voice phone number. It only goes to voicemail at the moment But we acquired that for identity verification purposes So we've had a need in a couple of times to acquire an extended validation domain sorry extended validation X 509 certificate for a particular domain and The various registrars have different processes by which they do extended validation some of which include Phoning the organization at the number of their business. So they leave a voicemail. We call them back and we tell them Yes, we really are the parent organization for Debbie and at least as far as the United States is concerned and we approve the the release of a X 509 certificate and also Individual members of the board of directors have Google voice numbers nowadays Which makes it easier for example getting in contact with the US Bank Without them asking why why are you calling from a Japanese or German or Australia? Australian number which They might might consider as fraud Yeah, so it's been it's been interesting trying to explain to organizations the virtual nature of SPI Let's put it that way and the fact that we're international and in structure and we have board members that are not necessarily US citizens The last two sprints I've attended we've spent a lot of time energy focusing on clarity of mission and governance improvements So I I led the conversation at this boff by saying that At the end of the day our job is to hold a pile of assets and to do accounts of payable and accounts receivable So that's the kind of Position statement I've been making at these these face-to-face meetings and My fellow board members have come round to that viewpoint We need to be able to do the basics of what SPI is intended to do Before we step up and try to do other services for associated projects So the last year has seen improvements the DeppConf 17 reimbursement for example was different and was better we've We've Expected a team of people work on treasury related items. It was just Michael at the beginning now There are nearly four people that do it on a regular basis. I've identified a Staff member from the University where I work. She used to work for me Sabrina She does accounts payable and receivable as her day job and she's now to both team so So what we hope to have over the next year is time amongst the new to spend time training This is not working Okay Turned it off permanently. So what we hope to have is time over the next Time over the next year to get Sabrina trained. So Sabrina doesn't know Get necessarily and doesn't know ledger so we need to get her in that direction but in terms of helping us document policies and procedures around the reimbursement process and Then actually executing the reimbursement process to the point where she is authorized to do the funds transfers What is where we want to get to in the next year? also one of the future things we achieved In the past year is getting a directors and office office us liability insurance which is Some sort of crucial in the years to have so It took us a while to find an organization in the US That covers our one five of one C3 organization about that finally worked out And that got signed. I think October or November last year. So director insurance We Were personally liable for We're personally liable for the activities of SPI directors are and so director insurance is so that I don't lose my house If SPI gets sued by somebody and wins Because otherwise, why would why would anybody become an SPI director if they're personally liable for the activities of the organization? and Another thing that we have been working on the past two years Other than new bylaws. They are got completely rewritten and we had Lawyer reviewing the new bylaws are actually helping us to write the new bylaws and Thanks to Jimmy Capilowitz as board member and Ian Jackson being very helpful on the SPI mailing list to actually get the new bylaws in a way that The associated projects wanted but also As the board wants to have it So again, please get out the vote Okay future objectives Again back to that idea that our primary goal is asset management and accounts payable and accounts receivable We need to get away from the single point of failure. We've done that quite a bit with the now for board members doing the work We need to document everything. So there's a lot of information in the head Michael or TBM or what have you we need to get that down on paper We need to be able to survive a large-scale board transition without having to always go back and ask questions of previous directors We need more rigorous processes Right now I think We don't transition for example all of the signing authorities of the bank accounts on a timely fashion That's part of the reason for doing the face-to-face in New York is so that if we change the officers And we want different signing authorities to match the officers of the organization We can go to the three or four banks where we do business and we can do a And we can do a signing officer change We don't have a written expense policy so the associated Organizations might have an expense policy, but many do not So the idea is that we would prepare an expense policy for SPI that would be applicable to all Associated projects unless they wrote their own to supersede it And that way we can get away from is this legitimate expense or not legitimate expense kind of debate Which happens a little bit. It doesn't happen too frequently, but again back to the idea being more rigorous We do need to write down What we believe is an appropriate expense for an open source and this becomes more and more important as The amount of SPI money the the amount of money SPI currently holds and trust we will in very near future need to do an official financial audit of our Bookkeeping they will probably also give us advice at What we can expense in which way as we are currently doing So the intent is for the SPI policy to be applied to all projects unless the project writes their own So Debian just has to write their own expense policy indicating what is appropriate or not appropriate from an expense perspective This isn't meant to be draconian This is just meant to cover cases where nobody has spent the time and energy to write their own expense policy We are working on more regular report recently. We got a little bit stuck with some monthly reports We try to publish because we needed to finish the annual report Which was a little bit of a hassle because One of our banking systems changed their API where we could get all the transactions from and it took us like Three months to get it in a in a way that we can Automatically process it with ledger And this is one of their accounts which has the most transactions overall, so we had like I Think we started was like 500 to 600 Transactions to process manually Instead of automatically to get the financial report done and one of our the board members is keen on Building the appropriate extracts from ledger To then post them on our on our website in a password protected space in order to allow for Projects to go pull the reports themselves and as Luca already already said we are getting help a paid help to streamline the reimbursement process Using RT and trying to document that workflow more So if you want to get involved with us as mentioned we have public meetings that are held monthly in the SPI channel on OFTC The agendas are announced in advance So there's a topic that you want to discuss to please make sure that you Reply to the secretary when the first announcement comes out so it gets added to the agenda We try very hard not to add on the fly agenda items during the meeting because we feel that that is Inappropriate for people who may have chosen not to attend the meeting because it didn't have the topic of interest to them So we are formal we publish agendas. We discuss the things that are on the agenda at the meeting If you want something discussed, please let us know Between those formal meetings. We are always on the mailing list or available on the channel There are a variety mailing lists Please check them out. And finally of the board members Martin and I are here So if you have questions about SPI or you'd like us to Address something, please seek us out So questions No, it's just only started as a glimmer of a thought I actually would like to come back to report monthly, but I Report monthly as we are as the monthly reports going I can't say what the timeline will be for getting what Hector is asking asking for is the Because I spoke to him here at depth conf yesterday He wants to have the transaction for depth conf to be online on the website for depth conf to review That's something we are still work where TVM is currently trying to extract up from ledger per project But we are not in a position yet where we can actually give out Every single transaction to her to a project I would also like to see that happen and Hopefully next in the coming year more questions Thank you Any more questions or are people still Trying to wake up from last night's cheese and wine party. Okay. I think we'll call it then. Oh, there's one more Question, that's actually a good point. We could we could move them a little bit rather than having them always at the same time so currently the The online meetings are optimized in a way that all SPI board members can attend and we do have two SPI board members from Australia Getting up at I think five o'clock in the morning to attend the meetings. Some of us are just going to bed in Europe and the others I'm forgoing my lunch in order to attend a meeting But it's a good point We'll bring it up at the first meeting of the next meeting of the of the board as to whether or not we should have a bit of a rotating a moving Schedule so that we can accommodate more people. What you what you could do is bring that Topic up on the SPI discuss mailing list for the board members to Look into that if we can a little bit shift per meeting. So People from different time zones Do have the possibility to attend at least a few meetings a year. Thank you It seems we do not have any more questions I do have a few stickers from SPI in the front. So in case you want stickers Just come to the front take a few and leave a few for others Yeah, then thank you and catch us here if you do have questions which you do not want to ask now during the Question session of our SPI both Thanks very much