12 March 2025

Minutes of a Regular 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”).

March 12, 2025

**Attending: **Sanket Verma, Julie Hollek, Rosie Pongracz, Andy Terrel, Mridul Seth

**Executive Director: **Leah Silen

**Not attending: ** Logan Kilpatrick

** Discussion Items:**

• Closing of March 5 Meeting Minutes
• Meeting cadence
  • Skipping next week bc Mridul and Andy are out
  • Rosie out 26-28 / could do Tuesday or Monday
• CFP Election Committee
  • Call for Participation - NumFOCUS 2025 Election Committee
  • The 2024 Election Committee laid critical groundwork while executing a more open, equitable, and transparent board election process. If you’d like to participate in continuing these efforts as a member of the 2025 NumFOCUS Election Committee, please fill out our interest form here.
  • Responsibilities include attending bi-monthly one-hour meetings, which will transition to 30-minute weekly meetings during the two months prior to the election, tentatively scheduled for late July.* Elections will be replacing 2-3 members who have recently rolled off. *Additional time commitments of 1-2 hours per week may be needed.
• Bylaws amendment - codify missed number of meetings, Directors bring to vote/discussion
  • Proposed Amendments
    • Any director or officer may be removed from office, with or without cause, by the affirmative vote of two-thirds (2/3) of the directors then in office, at any regular or special meeting of the Board, provided that written notice of the proposed removal has been given to all directors at least ten (10) days prior to the meeting. “Cause” for removal shall include, but not be limited to, a director’s failure to attend three (3) consecutive regular meetings without a valid excuse, engaging in conduct that is detrimental to the organization, or violating the organization’s policies or bylaws. The director in question shall be given an opportunity to address the Board before a vote is taken on their removal.
    • Board Member Attendance. An elected Board member who is absent from three consecutive regular meetings of the Board during a fiscal year is encouraged to re-evaluate with the Board Chair their commitment to NumFOCUS. The Board may deem a Board member who has missed three consecutive meetings without such a re-evaluation with the Chair to have resigned from the board.
  • Bylaw update logistics
    • We can add amendments
    • Don't need to file with state unless you’re changing a major change like the name of the org or the state
    • Updates: anyone who has access to the bylaws
  • Motion to pass by Andy
    • Second Rosie
    • Vote 5 / 0 / 1
    • Resolution passes
• Attendance
  • Next steps send a formal letter
  • Vote in next meeting
• Hiring Committee Logistics
  • Expect invites from Perrett-Laver
  • Separate slack channel for updates
• Interim ED plans
  • Jim Weiss to serve as interim
  • Shifting staff positions around to cover
  • Motion to pass by Julie
    • Second Mridul
    • Vote 4 / 0 / 2
    • Resolution passes
• Approve 2025 Budget
  • Andy wants a more nuanced reflection so we can inform team about risks
  • When do we expect $ in?
  • Plan around how we could make money as a fundraising plan, had good bones, but high level
  • Timeline for when $ comes in/spent
    • Broken down week-by-week
    • When things are coming in and when we have spend
  • Discussed budget doc updates
  • Column D includes a 50% to small development grants. Need to reassess bc restoring it to 100% brings net income to $69K
    • Could we make SDG a floating cost? Release funds if we get funding
    • We might already have proposals in process
• Domain-specific Events Proposal
  • Smaller-sized events
    • Easier to find venues
  • Themed events
    • Biotech / healthcare
    • climate /environment / geo
    • Finance - get a bank to host. CapitalOne
    • AI
    • 200 person events, 2 tracks, $350/ticket. Keep A/V video down
    • Need 4 sponsors
      • 1 - 11k
      • 3 - 6500
    • Expect to net ~100k/event
  • Branding?
    • Under NumFOCUS
  • Not currently included in the budget but could move some staff responsibilities around to accommodate.

Resolutions Passed

• Bylaws amendment - codify missed number of meetings, Directors bring to vote/discussion
  • Motion to pass by Andy
    • Second Rosie
    • Vote 5 / 0 / 1
    • Resolution passes
• Interim Executive Director
  • Motion to pass by Julie
    • Second Mridul
    • Vote 4 / 0 / 2
    • Resolution passes

Action Items

• Update bylaws
• write letter to missing board member
  • Per the bylaw amendment, the board has proposed removal of inactive director. This is the 10 day notice to the board for removal of Logan Kilpatrick.
• Reach out to older board members about GitHub
• Timeline for when $ comes in/spent and share with board