Minutes/July 16-17, 2008

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  • 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:

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 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