Mesh/23 April 2019

Sudo Mesh Annual Board Meeting - April 23, 7:30-9pm

Attendees

• Sierk, Benny, Mai, Seth, Ben, Jenny, Null, Eve, Marc

Roles

Chairperson: Jenny

Discussion: Revisiting the role/concept of the SudoMesh Board

• What is the role of the board? What governance powers do they actually have?
  • sierk: there's been issues with Omni, that point to situations in which consensus cannot be reached and critical decisions have been stalled

• Mai: Just clarifiying, there's a difference between the hoops we have to jump through for the IRS and to remain a legal non-profit entity and what we consider to be good governance as a group. We've discussed the problems of having a Board that's removed from the active membership/stewardship that technically has decision-making power over us. We're still ironing out the processes around our stewardship model

The goal of this meeting / why we are here

• Non profits have to have at least one board meeting per year and have to determine who the president, secretary, treasurer, and officers are

Review Bylaws and Congruency of Mission

https://drive.google.com/file/d/1u8dn6t3gfmbQznk4keVphmDHPpIWq9SI/view

Nomination and consensus of Directors

• Directors & Officers Insurance Policy: https://drive.google.com/file/d/0B4_Q7DQvNFT-VjlHVVBHTkxPNzBMZUFnbElPZ1ZXZFBuTW9R/view?usp=drive_web
  • https://drive.google.com/file/d/0B4_Q7DQvNFT-VWxtYTE0LTRQT3JDR0QzWHdXc3JQb3F3bmpr/view

Nominated:

• Seth Bearden - interested
• Sierk Beij - maybe
• Mai Sutton - compensated
• Ben Elam - n/c
• Benny Lichtner
• Marc Juul Christoffersen
• Jenny Ryan - compensated
• Jared Null
• Max Schwartz
• John-Mark Gurney
• Tyler Conant-Martin

For: Jenny, Ben, Lesley, Marc, Max, Null, Mai, Benny, Sierk Against: None Abstains: None

To Remove:

• Jehan Trembach
• Jake
• Lesley Bell
• Robert Benson
• Eve Edelson

Nomination and consensus of Officers

President: Mai Previous president: Lesley Who votes for: Jenny, Null, Seth, Ben E, Sierk, Benny, Juul, Tyler, Max, John-Mark

Treasurer: (jared) null Previous treasurer: Jenny Who votes for: Jenny, Mai, Seth, Ben E, Sierk, Benny, Juul, Tyler, Max, John-Mark

Secretary: Benny Previous secretary: Benny Secretary intern: Sierk Who votes for: Jenny, Mai, Seth, Ben E, Sierk, Null, Juul, Tyler, Max, John-Mark

Formalization of Projects

Newsletter for Board

• Max - I want a newsletter\monthly re ports.
  • So I live in Fremont now and can't be at most mesh meetings. I haven't participated in any loomio polls because there is not sufficient and accessable info online to make informed decisions. An attempt was made at a newsletter/blogposts last year I would like to revive. I'm thinking we need a report that will help track progress sudomesh has made in the past month. I tried to create one for March and this is what I could come up with after 4 hrs of digging... https://docs.google.com/document/d/1Hy_bQA7CHTUw_6yKF3VTUv0mHtRMTgJsJkgbK69Br4Y/edit

The exercise made me realize that I am not capable of collecitng the necessary info without being at most meetings.

• • I'm looking for a 6 month commitment at $100 for the first month (document design, setup, determine necessary content, re-write if need be), $50 for the next 5 months. $350 total. Reports will be ~5 pages, more or less depending on activity.
  • Who has their finger on the pulse enough to get this done? I want to participate but I'm honestly pretty lost and can't find conceise and useful strategic info that isn't burried in a thread somewhere. Loomio, rocket chat, email, meeting notes, wiki, website, trello... did I miss any?

yes - Github ;)

• eenblam: Having a newsletter for the board makes sense - providing information that's particularly relevant to the Board of Directors. Happy to coordinate with whoever re: what would go into that. If the Board can say, "yes, we're okay with paying someone to do a newsletter" and the specifics (budget and deliverables) can be ironed out later
  • (board consenso) eenblam, jenny, and max will work out the proposal

Discussion of internal newsletter

• Talking about privacy of addresses
  • Mai: Why should the Board have access to more private information than the regular body of stewards?
    • general consensus such specific info is not needed by anyone other than those who already have access to the nodemounting Trello

Discussion of fiscally-sponsored projects

Two models: grant-based (have their own legal entity, EIN, bank acct, etc) and project-based (utilize Sudo Mesh's EIN, have their own governing committee)

• Totally not necessary, just a structural possibility / governance question
• Sierk: If we're framing the Board as not having this power, then these decisions shouldn't be made here, but rather at a normal weekly meeting
• Mai: If we're talking about these projects as being under the umbrella of sudomesh, then they do become a liability of the board. So I do think it's important for the board to be aware of those projects.
• Null: It's good to have mentioned these projects, I hadn't even heard of/thought about these projects
• Eenblam: Disaster Radio does impact Sudo Mesh in that money has been moving; It would be good to have input from them about how they feel about how things are being done
  • It would be nice to have a definitive list of projects involved, and know whether they're active so we can have them in the loop regarding financials
• Sierk: We have the Tuesday meetings - maybe we should have updates from these sponsored projects
• Jenny: quarterly update seems reasonable to me.
• Jenny: The thing that prompted me to put it on the agenda is that there are separate bank accounts. But they don't necessarily have to be official sponsored projects.

• Sierk: Would be good to have quarterly updates - disaster.radio should be able to easily apply to Sudo Mesh for funding to work on specific aspects of the project
  • Jenny: We've done a lot autnomously wrt projects in the past - eg; Grant and I put together the ISOC grant app super last-minute to pay Grant directly for working on disaster.radio, but didn't get consenso from the larger group on that
• Mai: When we made the Stewards list we didn't distinguish between Sudo Mesh and People's Open
• eenblam: we have separate subaccounts for projects that receive money specifically for those projects, jenny's saying we can formalize that if we want to

Formalization of Committees

Finance

• Consenso to formally establish the Finance Committee

Quarterly Reports / Meetings

• eenblam: Would be maybe good to have quarterly meetings for board-relevant decisions
• JM: advocate for a quarterly report to the Board
• Mai: no reason any of this reporting shouldn't be totally public and transparent as they always have been

Extra Discussion

• Sierk: Do we have a privacy statement? We should have something in place re: how we treat peoples private info

Action Items

• Update the Board list - @tunabananas
• Formalize process for Stewards list
• Set date for next strategic planning session

Formal signature of the secretary: Bennlich (talk) 21:25, 23 April 2019 (PDT)