28 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 28, 2025

Attending: Sanket Verma, Mridul Seth, Julie Hollek, Andy Terrel, Rosie Pongracz Executive Director: Leah Silen Observer: Not attending: Logan Kilpatrick

Information:

• CoC Update—The new Code of Conduct goes into effect on February 1. The Working Group has held its first meeting and will meet again on January 30. Current projects have until the end of March to opt in to adopt the CoC. All new projects will be required to use the new version. Projects have been invited to attend one of three information sessions to help them make their decision, scheduled for February 13, 19, and March 4.

Discussion Items:

1. Board Membership

   • Additional board members needed;

     • Larry has resigned from the board ;
     • Another member has indicated a plan to resigning
     • another member is on the short list for the Executive Director position

   • Can we have another round of elections?

     • Bylaws don’t say anything about elections, so we can do it whenever we want, but it’s a lot of work
     • If we want a special election, we’d need to get a committee again

   • Need to move quickly if pulling from recent election

   • Can we ask the community?

     • Arliss could do a poll with the projects
       • Volunteer
       • affiliated
     • Other groups?
       • Email lists in tact for those who are registered to vote

   • The board has decided to do ??

   • Bylaw questions

     • Are there term limits?
       • No, but it is not clear from the wording. We need to get a proposal for better wording.
     • How many board members are required?
       • Minimum of 3

   • In 2025 there were supposed to be elections for 2 more board members, could also just have elections for 3 \

   • Proposal: Instead of early special election, we start the regular election process for up 3 Admin Board members with Mridul Seth leading the board oversight.

     • Motion: Mridul Seth
     • Second: Julie
     • Vote: (6 / 0 / 1)
2. Hiring committee check-in
   • Compiling hiring plan
     • Short list
     • Hiring firms
   • Need advisory board member, staff
3. Budget
   • Follow up questions
   • Office hours to discuss the budget or ask Leah additional questions -
     • Wednesday, January 29: 1pm - 2pm CT
     • Thursday, January 30: 12-1pm Central
     • Friday, January 31: 9:15am to 11:30am CT and 1pm to 3pm CT
   • Materials:
     • 2024 budget vs actuals:
     • 2025 budget -
4. DISCover Cookbook
   • All the new PRs are just because of GSoC folks wanting to commit to something under NumFOCUS umbrella
     • Andy is working with the DISC committee
     • Should we have some ownership or repo or archive it?
   • Need to get the gsoc committee to update their repo so we can pin that and direct people appropriately
   • Early Feb meeting with DISC committee
5. Social Media Posts - Feedback received from community members on material posted/reposted on personal accounts
6. Election committee
   • The data from Opa has been permanently deleted. Leah has asked Pavithra to confirm whether the data found in two different places in the Election Committee docs is the raw data from Opa that has been requested. If so, it will be added to resolve the open issues.
   • We should resolve the open issues.
7. [Tabled] Joint Board Retreat/Strategic Planning Session(s)
8. [Tabled] Admin Board election ratification
9. [Tabled] Project Tracker board in the meeting notes.
10. [Tabled] Huawei sponsorship

Resolutions:

1. Instead of early special election, we start the regular election process for up 3 Admin Board members with Mridul Seth leading the board oversight.
   • Motion: Mridul Seth
   • Second: Julie
   • Vote: (6 / 0 / 1)