11 Dec 2018

Minutes of a special meeting of the Board of Directors of NumFOCUS to discuss formation of NumFOCUS EU.

All votes are reported in the form “(Y/N/A)” (in favor-Y‚ opposed-N‚ abstentions-A; e.g. “4-1-2” means “4 in favor, 1 opposed, and 2 abstentions”).

Participating:

Board members: Jane Herriman, Andy Terrel, James Powell (attended first half of meeting), Sylvain Corlay, Lorena Barba

ED: Leah Silen

Board Members Not Attending: Katrina Riehl, Stefan van der Walt

We discussed and approved (4-0-0) a resolution to form a NF EU preliminary board consisting of

• Nicolas M. Thiery,

• Emmanuelle Gouillart,

• Didrik Pinte, and

• Sylvain Corlay.

Going forward NF will have a global board and a local board for each region of operation beyond the US. The NF EU, and further local boards, are entitled to one seat each on the global board. The NF EU board’s seat on the NF Global Board is currently occupied by Sylvain.

The local board will have the authority to accept money on the behalf of NF and NF projects per NF sponsorship agreements, spend a preallocated budget to be determined by the global board on local activities, and propose resolutions to the global board. Each local board is expected to organize a non-profit organization pursuant to the local laws of the board and represent NF sponsored and affiliated projects. Project approval shall be a duty of the global board in order to maintain the quality and consistency of the projects.

Action items:

1. To execute this resolution Leah will take the next steps to form the legal entity. First and foremost she will work with our legal team to update the French bylaws to the spirit of the above resolution.

2. Sylvain will invite the NF EU preliminary board, with a plan to hold board elections concurrent with the NF global elections.