19 February 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”).

February 19, 2025

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

**Information: **

• Hiring Committee Update
  • RFP is finalized and shared
  • Qualities we’re looking for in a search firm
    • We think they get our work culture
    • Nonprofit ED, bonus for nonprofit service organization
    • commitment to diverse, inclusive, equitable process
    • Experience in Tech, bonus for open source
  • Will be publishing a blog post, aimed for next week
• DISC Committee Update
  • Unconference in Sao Paulo next month
  • Cookbook
    • resolution to accept new governance model proposed
    • will seek out 2 new committee members to focus on Cookbook
    • Maintenance team will separate out the previous editions and make the system for creating and reviewing a new edition
    • Maintenance team is looking at submitting to GSOC for building crowdsourced translations
• Election Committee Update
  • Reached out to current team, 2 responded that they would be interested in continuing, but not chairing
  • Staff will reach out to recruit members to the committee

Discussion Items:

• Closing notes of last week’s meeting - closed
• Bylaws amendment
  • Will return to this next meeting.
  • Related to if someone misses a certain number of meetings or not participating.
  • Currently there’s a motion to dismiss someone for any reason, but want to be specific:
    • Directors may be removed from office, with or without cause, by a special vote called by the Board of Directors. Such voting should take place at a designated meeting with all members present. A unanimous vote of all Directors is required to remove a Director from office
• Meeting cadence
  • No 1 hour is available for everyone
  • We can keep this to 30 min a week or go back to the crabfit
  • Concern that when there are more items on the agenda, 30 min will not be sufficient.
  • Agreed that frequent meetings for 30 min a week is better than longer meeting at different.
  • Probably will need to call special meetings for more focused work.
  • Desire a policy on how we respond asynchronously
• Budget
  • See slack channel for TSC comments.
  • We should vote on this soon