Mesh/22 May 2018

People's Open Network Board Meeting - 22 May 2018 7:00pm-9pm

• https://omnicommons.org/wiki/Safer_Space_Policy
• Bylaws: https://drive.google.com/file/d/1o_6MSmXCAKUzko4lrOafVrNBRfUEmT_A/view

Attendees

• Jenny, Marc, Mai, Lesley, Robb, Grant, Sierk, Eve, remote?

Agenda

• 1. Approve new directors and remove inactive
• 2. Review and approve annual budget
• 3. Create Advisory Committee
• 4. Create Finance & Fundraising Committee
• 5. Approve 2018/2019 officers

1. Directors

• Discussion of potential future compensation of those serving on the board
• We should have a discussion about these concerns with Jesse

Nominations

Nominated by jenny:

• Marc Juul (current Director)
  • consents via conversation with jenny
• Mai Sutton
  • consents, with reservations re: future organizational/coop forms
• Ben Eelam
  • consents. Unable to attend this meeting, though, or weigh in on who should or should not be on the board.
    • Ben you can join here: https://peoplesopen.net/chat/channel/general::
• Grant (current Director)
  • declines/resigns
  • citing similar reasons to Jorrit as far as overcommitment and "spending an unsustainable amount of time on this exciting project"
• Jorrit Poelen (current Director)
  • declined/resigns, via email to board list
• Lesley Bell (current President)
  • consents
• Benny Lichter
  • consentish (need firm confirm by Benny, who couldnt be here)
• Ben Goering
  • consents
• Will Martin (current Secretary)
  • declined/resigns, via email to board list
• Sierk Beij
  • consents
• Robb Benson
  • consenso
• Eve Edelson
  • declines
• Max Schwartz
  • consents
• Seth Carolina
  • groups consents, need word back from seth
• Blake Griffith
  • consents
• Daniel
  • no word back, though group enthusiastically consents. mebbe advisory board (anon if preferred)
• Arthur Tilley
  • declined, via email to jenny
• Jehan Tremback (current Director)
  • group consents, need word from jehan
• Jenny Ryan (current Treasurer)
  • consents
• Jake Watters (current Director)
  • consents (via text to jenny)

Discussion

• Mai: Been a part of nonprofits where board members are not present but still exercise their power over. Some more concrete definition of minimum levels of participation/involvement to be on the Board
  • Sierk: Agree. Need to make bylaws for worst-case scenarios

• Consenso?

Resignations

Resigned:

• Will Martin (self)
• Jorrit Poelen (self)
• Grant

Vote to remove:

• Andrew Dollard (proposed by jenny)

• Consenso?
  • Yes

2. Budget

• Review and approve: https://docs.google.com/spreadsheets/d/1QJetruKfHrO5bpaLDk_smXYpLSvGlzytda_6koMjlCc/edit#gid=170992763

Discussion

• • Mai: Maybe rethink the grants model, as it seems groups we've worked with just want us to build it for them. most people just don't have time.
    • server costs, tools and materials, etc rethink
    • node donations
    • if grant funding is that high, reflect in ratio to node mounts, for which we request donations for hardware costs.
      • max: 2019, grants paid should be significantly less
  • go to programs / program services / projects instead
    • most people seem to be into revamping budget into a more project-based model

3-4. Committees

http://www.nonprofitlawblog.com/committees/

= 3. Finance

• Members: Jenny, Mai, Ben, Robb, Marc
  • FULL PROPOSAL AFTER TOMORROW'S ACCOUNTING MEETING
  • https://sudoroom.org/wiki/Mesh/Accounting
  • Draft Fiscal Policies & Procedures Manual: https://docs.google.com/document/d/1PeFoJUe4X3ww4mFKUMvbC4A-Yc_6sh5qbYdEgTdJpYQ/edit#

Discussion

• Had talked about giving Finance WG members credit cards and the power to approve purchases / reimbursements
• Discussion of forming a technical committee -
• Limits on expenditures by the Finance Committee - eg; over $2,000 must go to the Board for approval, with a monthly cap of eg; $20,000/month total
• Mai: ANother consensus decision we've been discussing is contributing regularly to Omni. Maybe to consent on at next Tues meeting?
  • Robb: Makes more sense to give it to Sudo Room
    • Sierk: Makes more sense to give it to sudo

• Consenso?
  • Abstentions: Leslie

4. Advisory

• Mai: Many nonprofits boards are people expected to vouch for the org or enable fundraising and other opportunities. Group of people who are interested in / committed to the project but don't have power over the organization. People we go to for advice / guidance. Especially people involved in overlapping but distinctly complementary areas of work (eg Malkia Cyril below, who works on bringing
  • Lesley: Feel a discomfort with a human being carrying their brand.
  • Sierk: We shouldn't use the word brand. A lot of people don't know who we are. Having certain people on the board will tell people who we are and what we are about. I think we should set a percentag of people who aren't technical but represent the oakland communities. Also set a percentage of women like 50%. Same with people of color.
  • Grant: Making sure to invite adequate numbers of women / people of color / etc.
  • Lesley: Social capital and fame-oriented
  • Mai: I use the word brand, i know that's very capitalist. I think it's just to say that certain people have trust i the community and experiene. I use the word brand, as someone who is allergic to social media and hate the pressure of people feeling forced to use it. Tohave peeople like Tim pozar (...other) that can vouch for the organization is like haveing a professional reference. It's just a social and human thing. Havingpeople vouch fo us as we do this I think isimportant. I also agree with sierk that we should have a baseline, maybe not necessarily gender or race, but at least ensuring a diversity so it's not all white techie men.
  • Blake: Wanted to thank the women who made the current nominations representative.
  • Eve: Just thinking back to yeas in the workplace including a chemical plant where there weren't many women. Don't beat yourself up if enough women and people of color don't show up. Maybe they will maybe they won't. I have experience working at Cal with diversity legal requirements. I don't think there is a female perspective to networking or to code.
  • Max: There's a long list of people who want nodes that we haven't mounted yet.
  • Mai: Yes there are a lot of people who are interested in that. But it's a question of whether their location is important to the development of the network - eg; focus on community spaces/centers, institutional anchors, low-income neighborhoods, etc. That's the sort of networking that would make an advisory committee of particular interest
  • Max: yeah I'd argue againt being choosy in this place. Our goal should just be Coverage.
  • Mai: Its been hard to get people who aren't already technical high income people. We are already a mostly white privileged group of people. Having people who can be liason's to more diverse spaces could help.
  • Max: We should definitely do that once we burn through the list (of places that want a node)
  • Robb: There doesn't hav to be just one advisory board. There can be a fundrasining advisory board. Ethics advisory board. Community advisory board. They (advisory memebers) usually provide some strategic role that the community doesn't have already.

• Consenso?

• Lesley: When groups are formed anywhere, divisions ar created. That doesn't have to create a conflict but it can create a hierarchy and or values are anti-hierarchy. Tha being said we are operating in a very hierarchical context, we are seeking funding from hierarchical organistions. I'm concerned but I feel like you (Jenny) and Mai are better able to navigate these types of things. I just want to note concern but I don't think it's a ba idea. E.g. if we could get someone like Brewster on there it wouldnt be a bad thing.
• Grant: As far as being hierachical. I don't see any of these potential boards or committees a having any more power than others. Maybe it creates divisions though.
• Lesley: Why do we needs these titles though?
  • Jenny: For the finance committee the purpose is to spread knowledge and power and responsibility.
• Robb: There can still be meetups. You can still do it without the title. People who want to work on the acconting can still meet up.
• Grant: Sometimes having groups like this committee can be a symbolic thing that makes people feel involved.
• Lesley: what if we have an equal potion of famous peple and e.g.local peope of color
• Blake: How do we pick members of the finance committee.
• Jenny: The old group would pick new members.
• Robb: but anyone can attend
• Mai: I think what ends up happening is even ifyou don't name things. Hierarchy exists anyway even if you don't name it. There are certain people who have certain privileges even if it's not named it stll functionally occurs. It's actually better to name things explicitly so you can have a discussion about the roles to ensure things get done, and it's important to ensure that we actually talk about the divisions and power. I'm more interested in the aspect of having people who have experience and legitimacy and who we can trust.

• Nominations:
  • Tracy Rosenberg (by jenny, not asked yet) - https://media-alliance.org (formerly sudo mesh's fiscal sponsor)
  • Gabriella Coleman (by jenny, not asked yet)
  • Brewster Kahle (by jenny, not asked yet)
  • Allen Gunn [Gunner] (by jenny, not asked yet)v
  • Malkia Cyril (mai—establish informal advising relationship first)
  • Tim Pozar (by mai, not asked yet)
  • Eve Edelson
  • Needa Bee!
  • Danny O'brian

5. Officers

• We can also create additional officer roles beyond the standard three! eg; Chair,
• Current: Lesley (President), Will (Secretary), and Jenny (Treasurer)
  • Resignations: Will Martin
• Nominations: Jenny (self-nominating, for Treasurer), Sierk (by Lesley, for president), Mai (by jenny, for Prez), Benny (by jenny, for Secretary), Eve (by Sierk & Lesley, for President), Lesley (by Robb, for Secretary)

• Consenso?
  • Mai: Will think about it
  • Jenny: Would like to know who might be interested in shadowing our accounting process to take over as treasurer next year
  • Consenso will hafta happen digitally

Miscellaneous Link Dump

• Budget: https://docs.google.com/spreadsheets/d/1QJetruKfHrO5bpaLDk_smXYpLSvGlzytda_6koMjlCc/edit#gid=170992763
• Bylaws: https://github.com/sudomesh/bureaucracy/blob/master/Sudo%20Mesh%20Bylaws.pdf
• 2017/18 Board: https://docs.google.com/spreadsheets/d/1HpDaSKVmpJQoP5SWZ7ww6g2SJp_KJjuZZ6d1ltXg7u8/edit#gid=0
• 2017 Annual Minutes: https://drive.google.com/open?id=0B4_Q7DQvNFT-dWk3WEpjWmZ6M3c
• Nonprofit Committees: http://www.nonprofitlawblog.com/committees/

Action Items

• Fill out, sign and file official minutes in our drive: https://docs.google.com/document/d/1DPTlOhnzx5RObrHp_cbyMZ660wsaetin0kZpBsEAk3k/edit (see below) - [secretary]
• All new directors to sign the Conflict of Interest policy - [jenny will send]
• File new Statement of Information (SI-100) - [secretary]

Official Minutes

• https://docs.google.com/document/d/1DPTlOhnzx5RObrHp_cbyMZ660wsaetin0kZpBsEAk3k/edit

MINUTES OF THE ANNUAL MEETING OF THE DIRECTORS OF SUDO MESH A CALIFORNIA PUBLIC BENEFIT CORPORATION

The Annual Meeting of the Board of Directors of Sudo Mesh, a California Public Benefit Corporation, (the "Corporation") was held at Oakland, California at 7 p.m. on May 22nd, 2018, pursuant the Bylaws of the Corporation. A quorum of the Directors of the Corporation were present including _____________, _____________, and ______________. ______________ called the meeting to order.

The following items were discussed:

0. The Board approved the following new Directors: _______________, ________________, and _____________ and removed the following previous Directors: _____________________.

1. The Board reviewed the income and expenses of the corporation for the past fiscal period and the projected income and expenses for the next fiscal period, and found that the existing budget will adequately protect the interests of the corporation.

2. As permitted by the bylaws of the corporation, the board of directors hereby establishes an advisory committee consisting of at least ___ or more directors. Members of the advisory committee shall serve at the pleasure of, and may be removed with or without cause at any time by, the board of directors. If a vacancy occurs on the advisory committee, the vacancy may be filled only by the board of directors. The advisory committee shall have the authority and may exercise the powers of the board of directors, but shall not take any of the actions set forth in A.R.S. Section 10-3825.E or any successor or amended statute. The board of directors may further restrict the power and authority of the advisory committee. All members of the committee must be given at least ____ hours/days notice of meetings either by mail or by personal communication, either by telephone, facsimile, email, text or other electronic communication. A majority of the members of the committee shall constitute a quorum, and action may be taken by the advisory committee upon the approval of a majority of the members present at any meeting at which a quorum is present.

The following directors are hereby appointed to the advisory committee: ______________, ________________, and, ____________________

• ____________ is appointed as Chair of the committee;
• ____________ is appointed as Vice-Chair.

3. As permitted by the bylaws of the corporation, the board of directors hereby establishes a finance committee consisting of at least ___ or more directors. Members of the finance committee shall serve at the pleasure of, and may be removed with or without cause at any time by, the board of directors. If a vacancy occurs on the finance committee, the vacancy may be filled only by the board of directors. The finance committee shall have the authority and may exercise the powers of the board of directors, but shall not take any of the actions set forth in A.R.S. Section 10-3825.E or any successor or amended statute. The board of directors may further restrict the power and authority of the finance committee. All members of the committee must be given at least ____ hours/days notice of meetings either by mail or by personal communication, either by telephone, facsimile, email, text or other electronic communication. A majority of the members of the committee shall constitute a quorum, and action may be taken by the finance committee upon the approval of a majority of the members present at any meeting at which a quorum is present.

The following directors are hereby appointed to the finance committee: ______________, ________________, and, ____________________

• ____________ is appointed as Chair of the committee;
• ____________ is appointed as Vice-Chair.

4. The Board appointed the following officers to serve during the next calendar year:

• President: _____________
• Secretary: _____________
• Treasurer: ______________.

Said officers shall take office beginning on 1 June 2018 and shall serve until 1 June 2019.

There being no further business to come before the meeting, on motion duly made, seconded and unanimously carried, the meeting was adjourned.

______(sig)___________ ____________, Secretary

End of Meeting

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