Oversight Board/Meeting Minutes-2020-12-09

Agenda for SLOBs Meeting

2020-12-09 at 19:30 UTC on Jitsi

Role Call

SLOBs Present: Devin, Walter, Claudia, Lionel

SL Inc. Present: Devin, Walter, Claudia, Samson, Lionel

Advising with Aaron Williamson

Any liabilities that we should know about?

• Director's and Officer's Insurance

D&O ~$103

Any insurance that we should know about with regard to working with minors?

• General Liability

CORI ? (Perhaps only for workshops)

What should we know about the board transition to the new org?

Outgoing board members (Delaware) will resign, and the remaining members of the Delaware org will vote to appoint those members.

"Board of Directors can fill any vacancy"

Ok for international members.

Travel Policy: What are the minimum requirements?

IRS accountable plan 1. All of the expenses must be related to the business. 2. Substantiated. (60 days) 3. If employee was paid out, then they need to return any money that they cannot provide documentation.

Put a limit on the cost of a given flight (international or national)

Submit a budget in advance of a trip, the budget needs to be approved, and the expenses must be documented.

How to move members to the new org?

Either:

• Automatically move them over; or
• Another reaffirmation of membership into the new org

"Make a significant and sustained contribution" -- if you cannot identify contributions, you could drop those members.

What would be required in order to hire someone to do the backoffice work?

• It is difficult to keep on top of tax obligations without a point person who takes these responsibilities for themselves.
• This person can do fundraising.
  • Things to consider for hiring:
    • Board needs to fulfill its duty of care to find the right person.
    • Sometimes boards have someone in mind, but recommended to go through an application process.
    • Data for NPO's is published, so this can be easily compared. This can be used in setting the salary for anyone we might hire.
    • Payroll obligations. Recommended to go with a payroll company.

Listed on 1023 the "Number of volunteers; number of countries". What should we know about this?

• There are some countries on the anti-terrorist list. (Through treasury dept.)
• Iran, North Korea, (I think) Sudan, and Libya -- these are countries where you need to be careful not to do business with.
• Avoid "terrorist" orgs and criminals

Would not be a bad policy when you have non-US nationals, check the "special designated nationals" list. (Especially when sending money.)

Closed meeting of the board?

Built into the bylaws 7 day notice before inviting non-board members. This is contrary to the way we have operated in the past.

• Sometimes there needs to be clear and frank discussions about certain things (like when people break the code of conduct).

Why are they all not open? Why have they not been open in the past?

We can always vote to change this.

Are we still on SFC? Can we operate as our own org?

We are still on SFC, but we are also our own org. It could take 8 to 12 months to have an official answer to the 1023.

Report from project representative (Conservancy liaison)

Devin sent our "1023 FYI" to Karen. No response yet.

Reports from Ombudsman

Nothing Reported. (Reminder: This is Walter's role now.)

Strategic Planning, etc.

(This was not discussed at today's meeting.)

SugarLabs Code-in

(Postponing this until 12/23)

SugarLabs Vision

(Postponing this until the meeting after 12/23)

Time and Place of Next Meeting

2020-12-23 at 19:30 UTC on Jitsi

Closing

20:30 UTC