WikiProjectMed:Board/Meetings/2017-01-28

This is the agenda for the board meeting held on January 28, 2017.

Planning

Meeting will take place via Google hangouts

Agenda

• Approval of the agenda
• Report on board election
• Election of officers specified in the Bylaws (President, Secretary, Treasurer)
• Election of additional officers (see below resolution)
• Formation of Governance Committee (see proposed resolution below)
• Authorize opening of bank account
• Discussion around expectations of board members
• Approximate timeline of board and membership meetings
• Discuss upcoming Wikimedia Conference in Berlin
• Discuss preparation of annual report
• Strategy discussion if time allows

Officer Resolution

1. The Chair shall be the President as defined in the By-Laws.
2. The Secretary and Treasurer are those officer positions defined in the By-Laws.
3. The Vice Chair shall preside over meetings in the absence of the Chair, and shall become Chair in the event of the Chair's resignation, death or incapacitation. The Vice Chair may also become the Acting Chair in the event that the Chair issues written notice to the Secretary declaring a temporary inability to fulfill the role of the Chair. The Vice Chair shall defer to the Chair upon the receipt by the Secretary of written notice by the Chair declaring the ability to continue as Chair.
4. The Membership Secretary shall be responsible for maintaining complete records of the Corporation’s membership. Any Director or Officer may serve as the Membership Director.

Governance Committee Resolution

1. The Governance Committee ("Committee") is an advisory committee of the Board of Directors ("Board").
2. The role of the Committee shall be to advise the Board on legal and governance matters relevant to the mission or business of the Corporation; and to assist the Board in preparing and reviewing policies, contracts, and other legal documents.
3. The Committee shall not be authorized to act on behalf of the Board or the Corporation and shall serve only to advise the Board or to carry out tasks delegated by the Board.
4. The Committee shall consist of several members that may, but need not, be Directors.
5. The initial members of the Committee shall be Shani Evenstein, James Hare, James Heilman, and Carl-Fredrik Sjöland, with James Hare as chair.

Minutes

Wiki Project Med Foundation

Meeting of the Board of Directors

January 28, 2017 at 19:00 UTC

In attendance:

• Shani Evenstein
• James Hare
• James Heilman
• Sydney Poore
• Vinicius Siqueira (partial)
• Doug Taylor

Guests in attendance:

• Anthony Cole

Not in attendance:

• Jacob de Wolff
• Daniel Mietchen
• Jake Orlowitz
• Subas Chandra Rout
• Carl Fredrik Sjöland
• Emily Temple-Wood

The Board did not reach a quorum until the arrival of Vinicius Siqueira in the middle of the meeting, and in the interim held a period of informal discussion.

1. James Hare recommended an amendment to the Bylaws concerning unexcused absences of board members from meetings. He recommended language mirroring Wikimedia District of Columbia’s bylaws: “If a Director is absent from Board meetings three (3) times within a 12-month period, without such absence being excused by the President not less than one (1) day prior to the meeting, the Director shall be deemed to have resigned and the position declared vacant.” This would only apply to participation in formal meetings, and not informal discussion such as those over email. However, if directors are participating over email, they can email to indicate they are unavailable, and that would not count against them under this bylaw.

2. Decision-making outside of convened Board meetings was discussed. The policy of actions without a ballot contained in Article III, Section 15 of the Bylaws was referenced. It was pointed out that it is not feasible to run a board purely on unanimous consent of all Board members, as required by the Bylaws. A proposal was considered to reduce this to a simple majority. An objection was raised over the value of the ability of the Board to engage in deliberation. However, online voting was still considered as an option for certain decisions.

3. The expectations of board members was discussed. There was an informal consensus of six meetings per year (i.e. every other month) and for board members to answer emails within two weeks.

4. The proposed resolution concerning officers was discussed. Doug Taylor proposed removing Paragraph 4 of the proposed resolution: "This policy is an exhaustive enumeration of officer positions, and no officer position shall be deemed to exist unless it is described by this policy.” James Hare, as the drafter of the resolution, agreed and deleted the paragraph from the draft proposal.

5. James Hare agreed to start a Doodle poll for scheduling a February board meeting.

6. Shani Evenstein agreed to announce the new Board of Directors through various announcement channels.

7. James Heilman agreed to get in touch with absent Board members.

8. The role of committees was discussed, including the proposed Governance Committee. There was a general agreement that committees and less formal working groups can be created as the need arises.

9. Vinicius Siqueira arrived at 20:15 and there was a presence of a quorum. James Heilman called the meeting at 20:15.

10. James Heilman moves to approve the agenda for the meeting. James Hare seconded and the agenda was approved without dissent.

11. James Heilman delivered a report on the recent Board election. He noted that there are now 12 elected members. He also proposed a slate of officers, including himself for Chair, Shani Evenstein for Vice Chair and Membership Secretary, James Hare as Secretary, and Doug Taylor as Treasurer. James Heilman moved to confirm the new Board members and the new officers. Doug Taylor seconded and the motion passed without dissent.

12. The Board agreed to defer on electing an outreach director. Shani Evenstein agreed to engage in outreach. James Heilman noted that all Board members are responsible for outreach.

13. James Hare discussed his proposal for a Governance Committee.

14. Vinicius Siqueira left the meeting at 20:23. James Heilman noted the absence of a quorum, and scheduled business was tabled.

15. Doug Taylor recommended a review of our communication strategy. He noted that in the future we may need a press policy. The concern was that when a controversial issue comes up and there is no clear point of contact, multiple people may try to respond. This could be an issue in the future. Sydney Poore recommended that we prepare talking points about the organization.

16. James Heilman discussed his research on banks and found a Canadian bank that meets our needs. Shani Evenstein said that we need to make sure that bank accounts outside of the United States do not pose any significant issues for the organization. James Hare noted the existence of free commercial checking services in the United States and that he will do further research. The role of fiscal controls were discussed. James Hare noted that the full fiscal policy can be decided later but that at minimum the organization needed to decide on account signers. Shani Evenstein noted that the account signers will depend on the country the bank account is opened it. Sydney Poore noted that we should pick a bookkeeping system. James Hare recommended Quickbooks Online, in use by Wikimedia District of Columbia.

17. Discussion of the organization’s participation in the Wikimedia Conference in Berlin was tabled.

18. James Heilman noted that the draft of the organization’s annual report to the Wikimedia Foundation was complete.

19. Discussion of the organization’s strategy was tabled to the next meeting of the Board, with initial discussions to be held over email.

20. James Heilman adjourned the meeting at 20:43.