Minutes/July 16-17, 2008


 * 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

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 isn't 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