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.