Minutes/December 11, 2007

Minutes
Board meeting held on irc, on Dec 11, 2007

Members present
 * Florence Devouard, chair
 * Frieda Brioschi
 * Jan-Bart, vice-chair
 * Kat Walsh
 * Jimmy Wales

Quorum: 6/7 members. Secretary (Erik Moller) missing. Notes taken by Florence Devouard

1) Approval of october board meeting minutes

2) Cape Town Open Education Declaration

3) Approval of two new chapters

4) Resolution:Board Membership and Employment

WHEREAS the Wikimedia Foundation Board of Trustees wishes to reduce or eliminate the possibility of a Trustee serving as a member of the Foundation staff, or using the position of Trustee to create and/or serve in a staff position or contractor position, and WHEREAS the Wikimedia Foundation Board of Trustees wishes to reduce or eliminate the possibility of a member of the Foundation staff serving as a member of the Board of Trustees or using the position as a staff member or contractor to obtain membership on the Board of Trustees, it is RESOLVED, that (a) No person who has served as Trustee on the Wikimedia Foundation Board of Trustees shall be eligible to serve on the Foundation Staff or eligible to contract with the Foundation to render goods or services for pay until one year has passed since the Trustee completed service on the Board, and (b) No person who has served as a Foundation staff member or contractor shall be eligible to serve on the Foundation Board of Trustees until one year has passed since employee or contractor has received final payment for service as employee or contractor to the Foundation, and (c) This restriction does not apply to any person currently serving as an employee, contractor, or Trustee, but will take effect for any such person upon the ending of any current term as employee, contractor, or Trustee, or upon any change in that person's employment or board membership status.


 * Jimbo not really supportive, would prefer another opinion
 * Jan-Bart suggest seeking more opinion from audit company
 * Frieda: wait couple of months
 * Florence: neutral
 * Mindspillage: neutral
 * Jan-Bart will mail sue and erik that we have decided not to make a resolution on board membership and employment until we have sought more advice

5) Executive Director Job Description Sue Gardner had sent a proposed job description for the position of Executive Director to the board. The original text has been slightly modified.
 * 5 members roughly agree with the new text of Executive Director Job Description
 * Jan-Bart is to send the new version to Sue, to check if she is okay with the outcome
 * if Sue indicates she is happy with the new job description, the text will be put up for approval by the board (vote). If Sue has some modifications to propose, the text will be rediscussed.

6) Wikimania 08
 * Board members interested in following up more precisely Wikimania 08 : florence, frieda

7) Wikimania 09
 * Board members interested to be part of the jury to vote for the Wikimania 09 location: Frieda, Kat

8) Treasurer
 * Board members express a desire to meet candidates before accepting them --> it is decided to organize a meeting with xxx (and other interesting candidates that might show up afterwards) in february, during the SF board meeting
 * Jimbo will reach out to more people to get new candidates and will try to meet xxx before february

9) Erik Moller replacement
 * Following Erik resignation from the board, a position is open
 * 5 members agreed for a candidate, Michael Snow, who Anthere will contact privately

10) Next board meeting date
 * 8-9-10 february to confirm with Sue