29 July 2021

Minutes of a Regular Meeting of the Board of Directors of NumFOCUS. 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”).

July 29, 2021

Participating:

Board Members: James Powell, Stefan van der Walt, Rosie Pongracz, Katrina Riehl, Sylvain Corlay, Logan Kilpatrick

Executive Director: Leah Silen

Not attending: Andy Terrel

Email/Github Voting: N/A

Executive Director’s Report: None

Discussion:

a. New Project Application Review for Champion Assignments

i.  Received new Sponsor Project applications

ii. Everyone has been assigned to these projects

iii. Report to the board on the 12th (from the project champion)

iv. Notification will go out at the end of August

b. Election of a new Secretary

i.  Vote: 6/0/0 approved, Logan Kilpatrick is the Secretary officially

c. Election of Treasurer

i.  Katrina Riehl stays on

d. Election of the Chair

i.  James Powell stays on

e. Discussion around the President role

i.  Meet with Leah weekly, general strategy, ([President and Secretary cannot have two roles](https://www.sos.state.tx.us/corp/nonprofitfaqs.shtml)),
    > Leadership,

ii. Table discussion for future meetings

f. Paying Board Members

i.  Legal requirements

    1.  Reviewed Disqualified Persons and Excess Benefit Transactions

ii. Public/community perception

    1.  Potentially less of an issue when a board member is paid as
        > a PI on a grant or has travel/expenses reimbursement done.

    2.  Main potential point of contention is around funds being
        > sent through a business instead of being paid to a
        > contributor directly.

iii. Discussion around the preferred solution provider (consulting
     > services)

     1.  [https://numfocus.org/preferred-solution-providers](https://numfocus.org/preferred-solution-providers)

         a.  Could be an opportunity to add more providers to
             > resolve this potential perception issue

iv. Thoughts on Projects paying board members directly for their non-board work (project work)

    1.  We need data and documents on fair market value, see
        > consulting firms for data

    2.  Discussion parked for now but we need additional data on
        > this

g. Q2 Overview (if time)

h. Proposal to invite Andy Terrel to join the Advisory Council

i.  Vote: 6/0/0 approved, Andy Terrel will be invited to join