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08 January 2025

Minutes of a Special Meeting of the Admin 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”).

January 8, 2025

Attending: Julie Krugler Hollek, Mridul Seth, Andy Terrel, Rosie Pongracz

Executive Director: Leah Silen

Observers:

Not attending: Logan Kilpatrick, Larry Gray

Discussion

Public nature of notes
1. Are these notes public?
  1. No, but complaints are made that notes are not published for many many months afterwards
  2. Not every detail is public on boards only resolutions and what was discussed.
  3. Secretary should be summarizing notes and getting public ones pushed out.
2. Board notes should think about if we make more of these notes public
  1. Other NPs make notes public. Precedent
3. Speed of how quickly notes get out.
  1. Legal vs community obligations -> should go with community
  2. Sooner is better. 6-8mo without minutes. Should be minutes, but should be some things that can be discussed without it being public (e.g., private info about a board member, salary, etc)
4. Proposed Resolution: Default to public, vote/declare if it should be private
  1. Proposed by Andy Terrel,
  2. Second by Mridul
  3. Vote: 4-0-2 (favor-against-abstained) \
Admin Board Officer Elections
1. Chair/CoChairs
  1. Responsible for Calling / running meeting
  2. Chair picks the agenda, works with committee to determine who/what comes up
  3. If not filled, duties fall to the President
2. President
  1. Required position by the bylaws
  2. co-CEO/co-organization head
    1. Leading org’s Governance, they have rights on signing documents
  3. Don’t need a chair AND president, can be same person
  4. Voice of the board, more visible position
3. Secretary
  1. Take notes, make sure documents are set. Program management. Make sure all the topics are filled out, minutes are done, org is doing what it says it’s doing from a procedural standpoint
4. Treasurer
  1. Required by bylaws
  2. Fundamentally, in charge of making sure the financial reports are presented to the board correctly
  3. Independent oversight requirement
5. 2024 Officers
  1. Chair - Larry
  2. President - Logan
  3. Secretary - Logan
  4. Treasurer - Rosie
6. Can we vote? Yes. We have a quorum. Meetings get called by chair, president or 2 director members
7. Proposed 2025 Officers for the next 1 month, to be ratified for the full year
  1. New temporary officers
    1. Chair - Julie
    2. President - Rosie
    3. Secretary - Andy
    4. Treasurer - Mridul
  2. Term is not stated in bylaws but we understand this to be elected every year
  3. Formal vote: (4 / 0 / 2)
Financials - presented by Leah
1. BVA working on finishing budgets vs actuals for 2024 and proposed budget for 2025. Should have both completed by Jan 18.
2. Leah proposes a meeting to present both budgets and answer initial questions. Then have another meeting for approval.
3. The Technical Steering Committee (TSC) will have input between the initial presentation and final approval
4. There is an expectation that there will be a large deficit for 2024 budget from missing income targets, during the presentation two plans for recovery one for 3 years and another for within 2 years.
5. Questions:
  1. Will it include ED search and salary change? - Yes should be reflected, looking for direction in the discussion today.
ED Recruitment Planning - presented by Leah
1. Current status
  1. Timeline
    1. 6-month notice with leaving in April or 30 day notice by either party
    2. Current plan is to do transition sooner than April
    3. Leah can provide consulting after separation for 2-3 months to ensure a smooth transition
2. Setting up a Hiring Committee
  1. How do we make a committee?
    1. Need folks for the admin board, technical committee, staff, and advisory
    2. Proposal to create hiring committee with Julie as VP of the committee and the first action to start a charter and planning sessions
      1. Put forward: Andy
      2. Second: Mridul
      3. Vote: (4 / 0 / 2)
3. Hiring a Recruiter
  1. Discussion on values of recruitment firms and roles they can play.
    1. Sourcing
    2. Discussing personal details privately
    3. Scheduling interviews and compiling feedback
    4. Legal compliance
  2. Will be expensive
  3. Seems to be a decision for the hiring committee
4. Budget details
5. Questions:
  1. Is there an interim ED plan? – It is an option, wasn’t in the original plan but the board can do that if desired.
  2. Could someone from NF staff take the interim position? - It could happen but no one has the spare cycle
  3. Is there a short list of candidates? - Not yet a few have come forward to say they are interested but the committee needs to determine if there is a committee or how to move forward.
  4. Do we have a recruiting firm we are talking with? - Leah is planning on giving a list. Rosie came across: https://morancompany.com/ https://perrettlaver.com/people/
Elections results: https://github.com/numfocus/elections/issues/86
1. Has everything been resolved for 2024 elections?
  1. Not clear if the raw tallies have been posted
  2. Leah will follow up
2. [Tabled] How’s the election committee coming along?
Next week meeting
[Tabled] Joint Board Retreat/Strategic Planning Session(s)
[Informational] Post past meeting notes to https://numfocus.github.io/numfocus-board/
1. Discussed in point 1.

Resolutions

Approved - Proposal to default to making public minutes unless a board member proposes that the information discussed be redacted from public minutes.
1. Proposed by Andy Terrel,
2. Seconded by Mridul
3. Vote: 4-0-2 (favor-against-abstained / absent)
Approved - Proposal to create hiring committee with Julie as VP of the committee and the first action to start a charter and planning sessions
1. Motioned: Andy
2. Seconded: Mridul
3. Vote: (4 / 0 / 2)
Approved - Temporary Officers for the next 1 month.
1. Motioned: Andy
2. Seconded: Mridul
3. Vote: (4 / 0 / 2)