RationalWiki:RationalWiki Foundation/2010 08 28 minutes

Minutes of the Board of Trustees meeting 28 August 2010.

August RationalWiki Foundation board meeting

August 28, 2010 21:00 – 22:30 UTC (note: all times below are EDT = UTC-4)

Meeting called by Tmtoulouse

Note: all votes unless otherwise noted were unanimous.

Introduction
The meeting started at 16:57 with all present on Skype.

The board approved the minutes for the July meeting.

Report on the formation of the corporation
Tmtoulouse reported on his trip to New Mexico and the formation of The RationalWiki Foundation, inc. The main points were as follows:


 * 1) Filing the articles of incorporation - The articles of incorporation as approved in the July meeting were filed with the Public Regulatory Commission in New Mexico and were certified establishing the Foundation as a non-profit corporation.
 * 2) Banking account opened- The Foundation opened up a bank account with Bank of the West in Albuquerque.
 * 3) Registered with the Attorney General- The Foundation is registered as a non-profit corporation that may be seeking charitable donations with the New Mexico Attorney General's office.
 * 4) Employee Identification Number- The Foundation now has an Employee Identification Number (EIN) with the IRS.

A second report was also made on transferring over all the computer and networking equipment, intellectual property rights, and copyrights from Trent Toulouse to the Foundation. A contract was drafted and signed by Trent Toulouse and all the Trustees and all ownership of everything was transferred to the Foundation.

A question was raised by Human about establishing tax-exemption for sales tax for purchases made in New Mexico. Tmoulouse said he would look into it to report on at a later date.

Approval of by-laws
Tmtoulouse presented the current draft of the by-laws to the board. He reported that the core of the by-laws were used from the Wikimedia Foundation though changed and altered to reflect differences as well as RationalWiki user feedback during the drafting process. The major changes were mostly about reducing the number of positions and folding responsibilities of redacted positions into those positions that were kept. It was also pointed out that there were no rules about electing future board members in the current by-laws, and that there were several typographical errors in the current draft that needed to be fixed.

After a brief discussion it was decided that the existing by-laws could be approved and that election rules for Trustees could be added as an amendment. A brief discussion on the typographical errors was also held, and it was decided that they would be corrected after the meeting along with other changes and e-mailed later for final approval.

Next the board discussed major talking points for the current by-laws as follows:


 * 1) Number of trustees-It was pointed out that the current draft established for 5 trustees, and a 6th position for the founder. There was some discussion about whether more or less trustees would be a better number. Some concerns were raised about whether there would be 5 people who wanted the position, but everyone agreed that it should be possible and everyone agreed that 5 was a good number. Some further discussion was made about the founder board position, were it was agreed that ensuring Trent Toulouse a position on the board until it was established that it could "run itself" was beneficial.
 * 2) Length of term-It was pointed out that the current length of term for a trustee is one year. With concern over possible turn over and keeping people for much longer than a year, the 1 year term was agreed on. The question of term limits was brought up but no one saw a need for it.
 * 3) Officer positions-A discussion was held on reducing the number of officer positions, with the duties of the secretary being reassigned to the chair, and the duties of the treasurer position being assigned to the Operations Manager. It was decided to recreate the position of secretary and reassign those responsibilities back to that position. Keeping the responsibilities of the treasurer with the Operations Manager was agreed upon.

No other issues were raised and the board approved a resolution to direct Tmtoulouse to make the changes discussed and submit a final version of the by-laws for approval by e-mail.

(Note: The changes and subsequent approval occurred over the next few days)

Financial report
A brief report on the current financial status of the Foundation was made by Tmtoulouse. The Foundation bank accounts were opened with $120, which was loaned to the Foundation by Trent Toulouse with an interest free loan to be paid back in 60 months time. The online backup service was paid for for August, and a $10 filing fee for the corporations first report to the state as well left $80 in assets with $120 long term liabilities.

It was proposed that the Foundation work on a quarterly budget, with donation drive every 3-4 months. It was agreed that this would be a good approach, and several ways to go about doing donation drives were discussed. It was also agreed to start a donation drive for the last quarter of 2010.

A few points points about future expenses were discussed:


 * 1) Rationalbeta-The rationalbeta.com domain was set to expire, after some discussion of the pros and cons of maintaining it, it was decided the $10 was worth it and could be reevaluated on a yearly basis.
 * 2) RationalWikiWiki-A discussion on how much support to offer RWW was held. The rights to the domain name were transferred to the foundation by Trent Toulouse who personally paid for one more year of registration. Other resources that RWW takes up such as backup time and space, and server resources were discussed. Everyone on the board felt that RWW should establish itself as a separate entity not supported by the Foundation and that an offer to allow it to be purchased should be made eventually. But it was also decided that there was no hurry to figure it out and could be reevaluated by the full board next year.
 * 3) Extending domain registration for RationalWiki .org and .net-A discussion was held to extend the registration time on the .org and .net address to match the .com address till 2014. It was agreed to budget for it for the quarter.

The board decided to aim for $250 as the goal of the Q4 donation drive and to start the process right away.

Lastly it was decided that the board should meet quarterly and review a financial report each quarter on money raised and spent.

Board meeting rules and organization
Several issues that had been raised about meeting rules and organization were discussed. First was the frequency of meetings. It was agreed that quarterly meetings to review the financial report should suffice for a minimum meeting frequency. The second point was whether and how to allow non-board members the ability to sit in on meetings or present material to the board. It was decided that non-board members would be allowed to listen or watch the Skype meetings, and if they wanted to address the board they must contact the secretary prior to the meeting to be added to the agenda.

Human
Human asked if the secretary position could be a non-board member. Everyone agreed that was reasonable.

Adjournment
The meeting was adjourned at 18:40