Minutes:2008-07-17

←Board meetings

Minutes from 2008-07-17

Questions?

• Meeting: Board of Trustees
• Location: Alexandria, Egypt
• 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.

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Approve: Kat, Jan-Bart, Florence, Michael.

Approval on-wiki:

• Jimbo Wales 15:10, 22 June 2008 (UTC)
  
• Domas 22:43, 22 June 2008 (UTC)

Missing:

• Frieda (not present at the April meeting)
• 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