Meetings/2016-12-16

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Meeting Information[edit]

  • Location: Google Hangouts
  • Date: December 16, 2016
  • Time: 18:05 (EST)

Participants[edit]

  1. Benoit Rochon (President)
  2. Jean-Philippe Béland (Vice-President)
  3. David Fourney (Treasurer)
  4. Jeffery Nichols (Secretary)
  5. James Heilman
  6. Philippe-Olivier Daniel
  7. Patrick Paul
Absent
  1. Ha-Loan Phan

Minutes[edit]

  • Meeting opened at: 18:06
  • Meeting chaired by: JP Béland
  • Minutes: JP motions to accept the minutes of the previous Board Meeting as written. Benoit Rochon seconds. Nothing to blackout. No opposition, motion accepted.
  • Agenda: JP motions to accept the agenda. Benoit Rochon seconds. No opposition, motion accepted.

Standing items[edit]

Membership Update[edit]

  • Secretary

One expiry and one new member since last update. Membership at 34.

Budget update[edit]

  • Treasurer

Our current PayPal balance is $33.75 and bank balance is $18,615.65. Reimbursements were done to several individuals over the past week. $2,700 are sitting between the two accounts, waiting for the funds to be transferred from the bank to PayPal. We received a little over $100 in donations in PayPal since last meeting. We have ordered a cheque book that Benoit Rochon will have control of, including the responsibility of getting the second signature.

Old business[edit]

Primary account holder for PayPal[edit]

  • Treasurer
  • Patrick Paul

Patrick Paul reported that the primary account holder is Alan Walker. We do have access to everything, we are not limited in functionality. However we need the ownership to be administratively transferred. Documents need to be submitted to PayPal for that to occur. The Treasurer has an account that have almost all the rights delegated to, but he is not the official primary account holder. Primary account holder should be transferred to the Treasurer by early January in order to have time to scan and send documents.

Access to Google App / G Suite[edit]

  • David Fourney

David Fourney has full access at admin level to G Suite. Last week he created new accounts for the two pro bono accountants.

Transfer of bank account[edit]

  • Benoit Rochon

Completed.

Server needs[edit]

  • Patrick Paul

Right now we only have the two static donation pages, and the redirect page, that may move to the wiki if possible. It might be possible to be hosted on G Suite as well. We have no need for our own server at this point. IT committee to be created will identify the situation about the domain names and who received the notifications from them, i.e. creating an IT separated mailing list for notifications. The Board has access to the NetFirms account. The IT committee will assess the situation and come up with suggestions, if needed.

Financial rules[edit]

  • Treasurer

David Fourney is tabling this after sitting with the accountants. Benoit Rochon will be in charge of a cheque book that have been ordered in order to pay the Atikamekw project manager. The second signatory for the cheque will be Ha-Loan Phan (or any other signatories if needed). The Treasurer will talk to the two of them to explain the rules.

2015 Financial Statement[edit]

  • Treasurer

A draft financial statement was uploaded two weeks ago in order to meet the deadline for the Wikimedia Conference. The accountants will review our records against that financial statement and propose an updated financial statement that will be send to the WMF to replace the current financial statement if needed. The finalized financial statement will be put for approval at the next AGM as well as the 2016 Financial Statement due to the WMF in April 2017.

Soliciting corporation status[edit]

  • Secretary

Jeffery Nichols was unable to determine whether we are considered a “soliciting corporation” or not since we do receive over $10,000 in grants from the foundation. He is not sure if those grants count as a gift or not. David Fourney will ask Guillaume Lafrance if he has any input on this issue. Jeffery Nichols will send a link to the relevant documentation to David Fourney and Philippe-Olivier Daniel. We need to tell Industry Canada if we are a soliciting corporation by February 2, and even if we do we do not have to follow soliciting corporation rules before the next AGM.

Strategic Plan[edit]

  • President

We should get from Wikimedia France the questions that the Board needs to answer in order for Wikimedia France to write the Strategic Plan. Benoit Rochon will contact Wikimedia France for them to provide us that. He will report back at the next Board Meeting with timeline about when Wikimedia France can provide us those questions that they think we should answer that they believe we need to answer in order to develop our Strategic Plan. Intent is to have those questions prior to the face to face Board Meeting in February.

Clean up of Google Drive[edit]

  • Patrick Paul

Best practices as recommended by Google is to have a unique root folder with everything in it. The IT subcommittee will be in charge to oversee that clean-up/transition and define the structure that we need.

WMCA’s legal address[edit]

  • Benoit Rochon

Philippe-Olivier Daniel will identify the cost of moving the legal address and to register in Quebec, as well as the other implications in being in Quebec versus Ontario, and report back at the Board Meeting following January 17, after which point the Board can take an informed decision. The legal address can be changed by a decision of the Board, with a confirmation by the members at the next AGM.

New business[edit]

Face to face meeting in February[edit]

  • David Fourney

Meeting is scheduled for February 18. David Fourney is in the process of establishing a budget. He will use Treasury Board’s numbers for per diem meals and mileage. Benoit Rochon will book the conference room at BAnQ and see if we can cather and have lunch on site. Jean-Philippe Béland will draft a plan and a schedule for the face to face meeting.

Roles and Responsibility of Directors Policy[edit]

  • Chair

Jean-Philippe Béland moves to accept the updated document. Benoit Rochon seconds. No opposition. Document accepted as a Policy.

Election of Project Manager[edit]

  • Chair

Jean-Philippe Béland nominates Philippe-Olivier Daniel to be elected as a Project Manager (part of the Executive). Benoit Rochon seconds. No opposition. Philippe-Olivier Daniel is elected as a Project Manager and will carry out the responsibilities of a General Counsel as defined in the Roles and Responsibilities of Directors Policy. Intent is to have the office of General Counsel officially added to the Bylaws at the next AGM.

Sub-committee Policy[edit]

  • JP Béland

Tabled for next meeting.

Frequency and dates of Board Meetings[edit]

  • President

The President mentioned existing frictions because of the short notice before meetings and the high frequency of Board Meetings. He mentions the need to make a decision about how to schedule meeting and to stick to it. Past Doodle and attendance to meetings showed that Friday evening is a good option if we choosed to go with a fixed date. The President mentions the intent to not use Doodle anymore and proposes the option to have a fixed date for Board Meetings once a month. However, the majority of the Board agreed to keep using Doodles to select time and date of Board Meetings. Doodles will be sent within 48 hours after the previous meeting and will close 5 days later. Announcement of the date and time will be made by email to all the Board Members within 48 hours after closing. Actual invite will be send later closer to the meeting. The Board agrees for a frequency around three weeks having a long range of choices within the Doodle.

Discussion points and announcements[edit]

Nil

Closing[edit]

JP motions to close the meeting. James seconds. Meeting closed at 19:56.

A Doodle will be sent to select dates of the next meeting with a 10 days range from 5 to 15 January.

New Action Items / Deliverables[edit]

Action Who Due
Finalize 2015 Financial Statement Treasurer 31 March 2017
Report back from Wikimedia France with the questions that the Board needs to answer in order to write the Strategic Plan Benoit Rochon Next meeting
Report back on implications, including cost and to move and register, on moving the legal address to Quebec Project Manager Meeting following 17 January 2017
Report back to Board with input from Guillaume on whether or not Wikimedia Canada is a soliciting corporation Treasurer Next meeting
Confirmation that Benoit Rochon and Ha-Loan Phan have been briefed on proper use of the cheque book Treasurer Next meeting
Book BAnQ’s conference room for the face to face Board Meeting in February Benoit Rochon Next meeting
Draft a plan and a schedule for the face to face Board Meeting in February Jean-Philippe Béland Next meeting