Minutes:2008-07-17

Meeting: Board of Trustees
Location: Alexandria, Egypt
Participating: Florence Nibard-Devouard (for first day), Jimmy Wales, Michael Snow, Kat Walsh, Domas Mituzas, Stu West, Jan-Bart de Vreede, Ting Chen (second day only)
Absent: Frieda Brioschi
Quorum: Yes
Also present for certain parts: Sue Gardner, Executive Director
Start: 9:30 July 16th
End: 12:00 July 17th

Approval of Minutes

Resolution for the record:

This resolution approving the minutes from the April 5-7, 2008 board meeting was approved by vote (6 supports, 2 missing).

It is hereby resolved that:

the Board approves the Board Minutes from the April 5–7, 2008 Board meeting.

Approved: Kat, Jan-Bart, Florence, Michael.
Approval on-wiki: --Jimbo Wales 15:10, 22 June 2008 (UTC)
Approval on-wiki: Domas 22:43, 22 June 2008 (UTC)

Missing: Frieda (not present at the April meeting)
Missing: Stuart (not board member at April meeting)

Board Pledge of Commitment

Needs commitment to our values
Should describe fiduciary responsibilities needed
Conflict of interest clauses have to refer to separate Conflict of Interest policy document
Pledge of responsibilities has to be core of the document
Signature is needed, to show approval
Action item: Sue will brief Mike, Mike will prepare new draft for next face to face meeting

Board member activity: whip policy

Meeting attendance is not the only board activity measure
Need responsiveness to important issues
Action item: Jan-Bart will prepare and send an update on 'board whip policy'
Jan-Bart as vice-chair will 'hold the whip' and issue reminders for board activity

Privacy policy

Privacy policy is a legal document
More simple explanations and summaries can be provided by community
Foundation-l has to be informed about new draft
Board is comfortable with existing privacy policy draft
Action Item: Michael will inform the community

Chapter communication

A discussion on ways to improve inter-chapter and chapters to foundation communication was held, including business development topics.

Audit committee review by Stu

Audit company (KPMG's San Francisco office) is motivated and willing to help
Almost all of recommendations from financial consultant have been addressed
- Primary outstanding issue is Dexia account; policy in place as interim solution
- Audit company will review financial consultant report and response
Michael is comfortable with setup of audit committee
Stu is working to bring in additional expertise from Bay Area law firms

BHAG (Big Hairy Audacious Goal)

Needs community to build it
Has to unite community and projects
Has to be theoretically achievable

Sub-Chapters

Kat will proceed with facilitation of process
Sue and Delphine will come up with proposals for possible sub-national chapter model

3D objects

There are interested software parties, willing to assist with 3D media developments
Problem: Free formats missing
Florence will involve Erik and connect with 3D software companies

Nomination Committee (NomCom) & appointment process

Sarah will be facilitator for nomination committee
Board would brief NomCom about needs and requirements
NomCom would provide shortlist of candidates to the Board of Trustees
NomCom members conduct interviews of candidates
Community representatives get ultimate voting power (as appointees are not voting in the final process)
Exploratory conversations will occur before considering for final selection
Has to be selected before November
At least two board of trustees members should conduct 1-on-1 conversations with candidates
Composition of Nomination Committee:
- 2 community members
- 1 Advisory Board member
- 2 Board of Trustees members
Announce search for community members on foundation-l
Nomination Committee has to be briefed by Board by September 1st
Trustees should indicate their willingness to serve additional year before September 1st

Chapters & appointment process

Chapters want to hold internal elections
Jan-Bart: election process would mimic existing community election, and would not use the major strength - ability to pick best people
Appointed trustees should be supported by multiple chapters
German chapter does not want any special position, and would have regular participation in the process
Board of Trustees will approve every outcome of Chapters selection process

Election of Board Officers (July 17)

Florence Devouard leaves Board of Trustees
Ting Chen joins Board of Trustees
Michael Snow is appointed Chair of Board of Trustees
Jan-Bart de Vreede is re-appointed Vice-chair of Board of Trustees
Domas Mituzas is reappointed as Executive Secretary of Board of Trustees