Board Meeting 2018-01-17

This board face-to-video meeting is scheduled for 17 January 2018 at through video call and follow up voting on Loomio.

Current items

 * roll call
 * appoint meeting chair, meeting scribe/secretary
 * Role of Board, by-law review, orientation (1 hour)
 * Executive Positions (President, Vice-Presidents, Secretary, Treasurer) (45 mins)

Minutes

 * Attending: Mike, Angelos, Astrid, Jeff, Vasile, Maria A, Helena, Jody, Maria B
 * Chair: Maria A
 * Secretary: Jody, with assistance (shared document)

Mins initially recorded informally into a a shared google document for group editing, and cleaned up for this wiki.

Agenda trimmed as this is a focused "breakout" meeting, move additional agenda to next IRC meetings.

sidebar: Discussion on "skipped" regularly scheduled IRC meeting (where most of these agenda topics came from). IRC meetings are scheduled the first Thursday of each month, these two Face-to-Video calls were "over and above" our regular schedule as an alternative to setting up a face-to-face meeting.

Discussion covered how much is expected of board members, not to be critical (important point), and that we should clarify meeting requirements. Indeed this was a topic for the agenda, which is pushed back to the next IRC meeting.

actions:


 * Jody to update the next IRC agenda so we do not lose anything.

Role of Board and Executive Discussion
sidebar: Discussion on reducing this from 1 hour to 30 mins (it ended up taking slightly over an hour ...). Do we need to review by-laws, or has this been covered during orientation of new board members? Maria and Astrid indicated they were comfortable and have read the bylaws - so this should be quick!

Chair of the Board

 * Section 5.5 Chair of the Board. The Chair of the Board shall preside at all meetings of the Board of Directors and members and shall have such other duties and authority as may be conferred by the Board of Directors.

Discussion:

For each meeting - currently we mix the chair up each meeting, … this is an enjoyable division of labor and allows the team to adjust based on who is present, or who has agenda topics to talk through.

sidebar: Previously Jeff did a great job of keeping board on track and focused. We introduced the habit of switching up meeting chair during 2016 as Venka was not always able to attend meetings, and we enjoyed the ability to be flexible. This responsibility has previously fallen on the president, while we have split up the responsibility of chairing individual meetings across board members we are currently missing out on the follow up tasks.

But is the chair of the board useful? The role of 'chair of the board' is still useful, to track items so they are not missed between meetings, scheduling meetings, etc...

The chair-of-the-board would be responsible for keeping the board on track, following up on action items, similar how we use vice-president role to split up tasks across the president role.

Doing a better job following through on decisions was was identified during the election process, and candidate debate, as a common recommendation. Jody and Helena provided some examples (CLA and MOU followup).

sidebar: Jody interested in pursing this position as a volunteer.

sidebar: Jeff lead discussion on asking community for more, rather than expecting more of our board meetings. Concerned we are asking more and more of the board, rather than committees, and proposes .. Jeff proposes hiring a part time person to work on that.

sidebar: Discussion on expectations for officers workload vs committee

President
''* Section 5.6 President. Unless provided otherwise by a resolution adopted by the Board of Directors,
 * the President shall be the Chief Executive Officer of the corporation and shall have general and active management of the business and affairs of the corporation, subject to the direction of the Board of Directors.
 * In the absence of the Chair of the Board, the President shall preside at all meetings of the Board of Directors and members.
 * The President shall see that all orders and resolutions of the Board of Directors are carried into effect,
 * shall sign and deliver in the name of the corporation any deeds, mortgages, bonds, contracts, or other instruments pertaining to the business of the corporation, except in cases in which the authority to sign and deliver is required by law to be exercised by another person or is expressly delegated by the Certificate of Incorporation, these Bylaws, or the Board of Directors to some other officer or agent of the corporation, may maintain records of and certify proceedings of the Board of Directors,
 * and shall perform such other duties as may from time to time be prescribed by the Board of Directors.''

Discussion on community expectations of President role. Is there any feedback coming out of the election process to persue?

Key aspect of president is as the community visible face of the organization, notably for public speaking, but also for building relationships between organization.

Discussion on president providing "consistency" of OSGeo.

Role provides a title that is useful for talking with partners, some organizations will only talk to president based on status/respect.

Jeff is asked for guidance/experience on this role:


 * Reiterating the importance of the role within our community, and ability to help build partner relationships.
 * Based on conversation with partners, two years is too short for presidency, needs longer term to effectively build relationships.
 * Note the difference in attitude required to respect the office, and different focus required at events (including early morning meetings, rather than social, ...)

Michael notes that other organizations (IAG)have fundended president positions to build these relationships.

Maria A asks if we should be less a “presidential organization”? Resulting discussion indicates that this is a useful tool expected for different business cultures wordwide

Discussion on responsibility sharing and the use of vice-presidents to split roll, or allow longer service. Jeff is interested in pursuing the idea of an executive board and what it would mean for OSGeo as an organization.

sidebar: Jeff is interested in pursuing an executive position.

Vice President
Discusion on role, note this is a "delegated responsibility" from president mandate above.

Used to share travel and time commitment around.

We had regional vice-presidents in 2017 Can we repeat this? No due to board distribution …

sidebar: Jeff notes vice-president responsibilities on wiki are inconsistent. Checking history Jody was the editor (sorry fixed!).

References:


 * Director_Responsibilities
 * Executive_Positions

Secretary
''* Section 5.7 Secretary. Unless provided otherwise by a resolution adopted by the Board of Directors, the Secretary shall keep accurate records of the acts and proceedings of all meetings of the members and directors.
 * The Secretary shall give all notices required by law and by these Bylaws.
 * He or she shall mail to all Directors within thirty (30) days after each meeting copies of all said actions and minutes of said proceedings.
 * In addition, the Secretary shall have general charge of the corporate books and records and of the corporate seal, and he or she shall affix, or attest the affixing of, the corporate seal to any lawfully executed instrument requiring it.
 * The Secretary shall have general charge of the membership records of the corporation and shall keep, at the principal office of the corporation, a record of the members showing the name, address, telephone number, facsimile number and electronic mail address of each member.
 * The Secretary shall sign such instruments as may require his or her signature and, in general, shall perform all duties as may be assigned to him or her from time to time by the Chair, the President or the Board of Directors.''

Additional expectations/examples:


 * Keep records of contribution agreements
 * Keep MOUs with partners

Note that Jachym has asked that the board appoint a replacement secretary. Discussion on Jachym doing a great job, and not-often needing to attending meetings (there has not been very many requests). However not attending meetings results in not able to send official “copies of all said actions and minutes”

Discussion: The role of secretary really comes to a head during elections, trying to find out contact information for our charter members.

sidebar: Keeping member information up to date is a large time commitment. Discussion of technical possibility through OSGeo userid and/or website.

sidebar: Astrid may be interested in this position.

Treasurer
''* Section 5.8 Treasurer. Unless provided otherwise by a resolution adopted by the Board of Directors,
 * the Treasurer shall have custody of all corporate funds and financial records,
 * shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of members,
 * and shall perform such other duties as may be prescribed by the Chair, the President or the Board of Directors.''

Any expectations over and above?


 * Becomes involved in sponsorship relationships due to tracking monetary support.
 * Michael has been able to take on responsibility for filing our taxes, saving the foundation hiring an external accountant.
 * Legal paperwork, insurance, etc...

sidebar: Michael is interested in continuing in this role.

Executive Positions
Discussion on how we want to do this? Maria is chairing the meeting and has some experience so we will follow her guidance ...

Do we have any volunteers:


 * Chair-of-the-board: Jody has volunteered for this role
 * President:
 * Vice-President: Helena is willing, but would prefer to ask if anyone is willing.
 * Secretary:
 * Treasurer: Michael has volunteered to continue in this role

Discussion on the election cycle, should we favour nominations to those starting their term?

Discussion on travel requirements, board members shared travel availability. Travel to Asia events is a large ask given limited availability. Michael notes that attending events remotely is possible as a stop gap. Aware this does not meet business expectations in the region.

Nominations
Jeff is interested in an executive position, but would like to see a change in leadership. Would be honoured to work in an executive role.

Jeff nomination Helena as president, Helena is honoured but not in position to accept.

Back to discussion on who is willing to service


 * Jody asks if Maria A is willing to service on the executive, Maria is willing to service.
 * Discussion with Vasilie, not in position to accept, due to foss4g 2019 event.
 * Angelos? Up for relection is six months, has some reservations about travel commitments. Willing to serve as needed.
 * Astrid? Hesitant with respect to public speaking, consider role of secretary.
 * Jody? Unsure on work availability, willing to serve as chair of the board. Willing to service on the executive, but focused on leadership at the committee level.
 * Maria B? Committed to many actives already, see email availability, a conference a month, etc...
 * Discussion on if Maria's high visibility would be useful as a vice-president.

Jody lead a discussion proposing a line up of Maria A backed by Helena, Jeff and Angelos. Resulting nominations:


 * Jody: Motion to recognize María Arias de Reyna as president, Helena seconds the motion, accepted by acclamation (all in favour)
 * Michael: Motion to recognize Jeff McKenna as vice-president, Helena seconds, motion carried by acclimation.
 * Jeff: Motion to recognize Helena as vice-president, Astrid seconds, accepted by acclimation.
 * Jody: Motion to recognize Angelos as vice-president, Astrid seconded, carried by acclamation.
 * Michael: Motion to recognize Jody as chair-of-the-board, Vasillie seconds, carried by acclamation.
 * Maria: Motion to appoint Astrid as OSGeo secretary, Vasile seconded, carried by acclamation!

Executive and Board Appointments
Executive:


 * President: María Arias de Reyna
 * Vice-president: Angelos Tzotsos
 * Vice-president: Helena Mitasova
 * Vice-president: Jeff McKenna
 * Secretary: Astrid Emde
 * Treasurer: Michael Smith

Board:


 * Chair of the Board: Jody Garnett

F2F Meeting plannings
We have ten mins left can we discuss this ...

Astrid lead discussion covering:


 * Has location for 9-10 people at where group office, would require stay at hotel or basecamp
 * stay from sat afternoon / sunday one night, and then stay in base camp the rest of the week
 * Previous discussion established wish for seperate board meeting from code sprint

Accomidation:


 * air-bnb or hotel?
 * cheapest place is WhereGroup office + hotel
 * basecamp 30 mins away, +-40 euro a night https://wiki.osgeo.org/wiki/OSGeo_Code_Sprint_2018#Accommodations
 * aside: vasile willing to share a room w/ friend

Travel / Cost arrangements:


 * Michael prefers to reimburse travel (book your own ticket, and send ticket)
 * F2F hotel costs should be covered by OSGeo (for board activies = f2f meeting + charter meeting)

Charter meeting discussion:


 * Jody what do people have in mind? Beer and social? Discussion panel? Meeting with agenda ...
 * Astrid: Meeting open for Charter members and others
 * Any election feedback or changes?
 * Jody: Could we finally change charter member → voting member
 * If there are any election changes they should be approved by charter members, as it is their responsibility to vote in elections
 * Jody asks Jeff what his expectations are as he has been a prominent of having this meeting:
 * Have discussions on community
 * what happened recent
 * Focus and vision of osgeo
 * Community members to talk, change of focus, …
 * wonderful opportunity :)
 * Astrid:
 * Sunday evening meeting? Better would be Monday
 * Live stream for outside interaction
 * Jody
 * Could we do regional events - as a chance to listen to members?

Actions:


 * Astrid to create a wiki page describing "charter member meeting" and review with board. Compose an invitation email to send to charter members and review with board before sending out.

Actions

 * Jody: To move outstanding agenda topics to next IRC [Board_Meeting_2018-02-01] (done)
 * Astrid: blogpost / news_item announcing new executive officers
 * All book travel/accommodation for f2f meeting and send details to treasurer for reimbursement.
 * Jody: Change time for the regular IRC meetings from 14 UTC to 15 UTC
 * Astrid to create a wiki page describing "charter member meeting" and review with board. Compose an invitation email to send to charter members and review with board before sending out.

Motions
Nomination process is completed as above establishing our executive and board appointments.

For the sake providing a consistent record we ask board members to ratify the following in loomio:


 * OSGeo Executive and Board Appointments (Loomio)