Open Knowledge Foundation
Board of Directors

Board Meeting Minutes, August 2010

Time + Place: 1130 in person in Hinxton, Saffron Walden

Agenda

  1. Overview of Management accounts
    1. New bank signatories
    2. Treasurer/Financial Controller
  2. Review of commitments for 2010-11
    1. Project Review
  3. Governance discussion
    1. Exec Director and Project Coordinator
    2. Treasurer
    3. Local chapters
  4. Other matters
    • Approval of minutes from last meeting
    • Report from Project Coordination Committee
    • Next board meeting
    • AOB

In attendance

Rufus Pollock, Becky Hogge, James Casbon, Ian Brown, Jordan Hatcher, Jo Walsh (apologies from Martin Keegan and Paula le Dieu)

Minutes

Accounts

Discussion of accounts as imported into the new Xero hosted accounts management platforms. Review of payables and receivables, questions about best practise with Xero.

  • ACTION JH: standard contractor contract with explicit non payment terms
  • ACTION RP: repository of contracts
  • ACTION: JH to enquire about project based reports in Xero.
  • ACTION: JH to enquire about a review from a professional on the setup of Xero
  • ACTION RP: check with accountant that we are paying HMRC the correct VAT payments
  • ACTION JH: to become signatory

Commitments

  • WDMMG
  • CKAN
  • OpenBiblio
  • JISC OpenBib
  • LOD2
  • IATI Licensing
  • IATI Registry
  • Open Government Data Workshop
  • OKCon
  • JISC calls (needs academic affiliation to lead proposals)
  • OpenBiz (JISC project in Scotland, OKF in advisory role on open licensing)

These commitments can be supported over the next year.

Governance

  • IB this level of commitment needs someone full time to manage.
  • RP all funded projects need reporting & direct responsibility not at board level,
  • JW thinks this should go through the coord group for transparency. Individual projects also need project managers.
  • RP the role we are interested in project coordinator. IB it's more than this, it's day to day awareness and responsibility.
  • Significant further discussion. Arrived at agreement that we should seek a paid Project Coordinator (could be part-time) to help with a) overall project coordination b) reporting up to Board esp. re. funded projects
  • ACTION BH: write project coordinator job description.
  • ACTION IB: help with PC reruitment process

Coord group setup:

  • Coord group/Board responsibilites need to be documented.
  • JH how do the coord group decide to spend a surplus in the long term?
  • IB the board decides the process for the coord group.
  • JH worried that the coord group cannot do this as a volunteer group.
  • RP the coord group is not open to all (though anyone can view and participate in discussion), it has a specific membership approved by the board.
  • RP suggests a small amount of money be disbursed to coord group to test the process of the group, since it's still in its infancy. It will take time to get up and running.

The coord group will attempt to provide networked self governance over the next year, and it will be reviewed. Any contractual or legal commitments need to be made by the board, referred up to Board by the Coord Group/Project coordinator. The CG cannot spend itself, but the board can give it monies to allocate.

CG should address:

  • allocating funds
  • strategic direction ( inc wider governance)
  • incubator functionality

ACTION JW: update documentation on website

Treasurer

BH volunteered to be elected treasurer if we cannot find a specialist. Revisit this in future and seek out a specialised treasurer.

Chair

RP elected chair of the board. Responsible for publishing minutes.

Board membership

  • Ask people once a year if they want to leave, rather than automatic deselection if they do not explicitly commit. Revisit again next year.
  • Board is currently of a reasonable size.
  • RP: develop a short list of potential members? Should we put out a call for new Board Members?
    • We would like someone non UK based.

Accounts

Agreed to publish the balance sheet regularly (Quarterly). Should not identify individuals

Minutes

ACTION: JW/RP to ensure publication of minutes of board meetings which are not yet public.

Next BM

ACTION RP: update calendar for quarterly board meetings

General Counsel

JH elected GC.

Jonathan Gray

  • ACTION RP/JW to talk to JG about his work and time he wants to commit