Meetings/2012-04-25

Province	Time zone
British Columbia	20:00 PST
Alberta	21:00 MST
Saskatchewan	22:00 CST
Manitoba	22:00 CST
Ontario, Quebec	23:00 EST
New Brunswick, Nova Scotia, Prince Edward Island	00:00 AST
Newfoundland and Labrador	00:30 NST
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Minutes — Board meeting

• Date: 2012 April 25, 19:00 EDT
• Location: Teleconference
• In attendance:
  • Board members:
    1. James Heilman
    2. Prosenjit Lahiry
    3. Jeffery Nichols
    4. Bonoit Rochon
    5. Ray Saintonge
    6. Alan Walker
  • Observers:
    1. JP Béland
    2. Nathalie Casemajor
    3. François Lambert
    4. Antoin Letarte
    5. Olier Raby
    6. Wayne Saewyc

Acceptance of board member resignation

• Alan reported that Zana Gordon has resigned from the board for personal reasons.
• Alan motioned to accept her resignation.
  • Jit seconded. No opposition.
  • Motion passed

Overhead

• James transferred chairpersonship to Jeff.
• James reported that when organizations are giving funding to non-profits, they usually expect an overhead of less than 20%, sometimes as low as 5% or as high as 35% (World Association of NGOs). Because WMCA is a small organization, it may be difficult to stay below that number. Last year overhead was less than 10%.
• Jit reported that this year overhead may go above 20%.
• Alan reported that organizations with under $10,000 revinue are often not subject to the same rules and must be compared to other small organizations. It is also not always easy to determine what counts as overhead.
• Alan, Ray, and Jit proposed that keeping overhead under 20% is a laudable goal, but it might not be viable as a binding resolution.
• Action: James will investigate standard practices for mesuring the overhead of small charities.

Removing restrictions on membership

• James reported that currently only Canadian citizens can become members of WMCA. He suggested that because WMCA does work internationally, it should allow foreign members.
• Jit reported that the new corporations act does not require members to be Canadian.
• Discussion ensued about what the rights of non-Canadian members would be.
• James motioned that WMCA create a class of non-voting members who do not have a restriction on their nationality. Critiria and privleges for members in this class will be discussed on-wiki and will be voted on at a future board meeting.
  • Benoit seconded. No opposition.
  • Motion passed.

Bookkeeper

• Jeff transferred chairpersonship to James.
• Ray motioned that WMCA add to the grant request: a bookkeeper be hired effective 1 May 2012 at a rate of $16/hour but not less than $50/month. This rate shall be effective until 31 December 2012.
  • Jit reported that Linda should first study the proposal.
• Jit motioned that the Board allows a motion regarding the bookkeeper to be passed by unanimous vote via email.
  • Alan seconds. No opposition.
  • Motion passed.

Reimbursements

• Alan proposed to defer this discussion to the next meeting. No opposition.
• Wikipedia Takes Quebec City 2012 will be funded via board resolution.

Representation policy

• Jit motioned to accept the representation policy with any amendments.
  • Benoit seconded. No opposition.
  • Motion passed.

Communications policy

• Alan motioned to accept the communications policy with minor amendments. The WMCA secritary shall act as Communications Officer.
  • Jit seconded. No opposition.
  • Motion passed.

Officer roles

• Jit asked to confirm who the officers are and what their roles are. He proposed that roles be codified so that officers can be accountable for their responsibilities.
• James reported that Jeff is secretary, Alan is VP, Linda in Tresurer (acting), Ray is Tresurer, James is president, Benoit is French project director.
• Action: Jit will further confirm responsibilities via email.
• Jit motioned that Linda be made de jure tresurer.
  • Alan seconded. No opposition.
  • Motion passed.

Chapter elected board seats

• Alan motioned to accept the board seats resolution.
  • Benoit seconded. No opposition.
  • Motion passed.

Wikimedia Chapters Association

• Ray reported on the discussions regarding the Chapters Association at the Chapters Conference 2012.
• Jit reported that if WMCA were to join, we would have to be clear that the Chapters Association does not speak for WMCA. We also cannot give them the power to choose how much we owe them in dues.
• Alan motioned to appoint Ray as WMCA's delegate to the working group with the understanding that WMCA has made no commitment to join. Furthermore, no commitments can be made to the Chapters Association without a further resolution from the WMCA Board.
  • Jit seconds. No opposition.
  • Motion passed.

Next meeting

• Jit motioned to approve the next meeting date via unanimous email vote.
  • No opposition.
  • Motion passed.

Cashflow for Quebec events

• Alan motioned to advance up to $2000 of the budget set aside for Quebec events for the cashflow for Wikipedia Takes Quebec City 2012 and Wiki Loves Monuments 2012.
  • James seconds. No opposition.
  • Motion passed.

Verification

• James called the board meeting to a close.
• Minutes verified by Jeffery Nichols, secretary.

Resolutions

Resolutions for the Board meeting of 2012-04-25

Overhead

Moved that we agree to keep overhead cost to less than 20% of our total budget inline with recommendations from the World Association of Non-Governmental Organizations.

Restriction on membership

Move that we remove clause 6.1b from our by-laws thus allowing membership from anyone who is interested in promoting our goals.

Bookkeeper

Moved that a bookkeeper be hired effective 2012-05-01 at the rate of $16.00 per hour, but not less than $50.00 per month. This rate shall be effective until 2012-12-31.

Reimbursements

Moved that the Reimbursement policy be approved.

Representation

Moved that the Representation policy be approved.

Communications

Moved that the Communications policy be approved.

Officers

1. Confirmation of existing officers and discussion of responsibilities
2. Appointment of Linda as treasurer

Chapter elected Board Seats

Moved that Wikimedia Canada support Alice Wiegand and Patricio Lorente for the Chapter elected Board Seats on the Board of Trustees for the Wikimedia Foundation.

NOTE: In the Berlin discussions there was strong, but not unanimous, support for these two capable individuals. There was some support fo others, but none was nearly as strongly supported as these two. Eclecticology 07:27, 21 April 2012 (EDT)

Wikimedia Chapters Association

Moved that Wikimedia Canada join the Wikimedia Chapters Association, provisionally accept its charter, and apppoint Wikimedia Canada's council member. See http://meta.wikimedia.org/wiki/Wikimedia_Chapters_Association/Charter

NOTE: The Berlin discussion on this was a difficult one, but the result satisfies many of the concerns that chapters had about the autonomy of the chapters. Concerns remain about how this association will be financed, but this and other concerns will begin being addressed at the scheduled meeting in Washington. Active participation is important for making sure that our interests are considered in the development of this association. Eclecticology 07:27, 21 April 2012 (EDT)

References

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