Open Knowledge Foundation
Board of Directors

Board Meeting Minutes, May 2009

Present: Rufus Pollock, Martin Keegan, Becky Hogge, Jordan Hatcher, James Casbon (following the Board vote).

Apologies: Jo Walsh

Make-up of the Board

The OKFN Board reiterated its desire for the organisation to grow as a collaborative community, serviced by an agile, lightweight core. Its vision for the organisation is one that supports autonomous projects, loosely joined by their endorsement and promotion of open knowledge, as set out in the open knowledge definition.

The Board resolved that all members, unless explicitly defined otherwise, would strive to actively develop the organisation. It further resolved to do away with the distinction between the Board and Executive Committee, in favour of describing the Board as an active board.

Members voted in favour of electing Paula le Dieu and James Casbon to the Board.

ACTION: RP to fill out the necessary paperwork

Other potential board members were discussed. It was agreed that the default for board members would be "active" membership. However, candidates who could only be more traditional "inactive" members would be still be very valuable -- especially where they brought significant oversight experience -- and would therefore still be considered for membership.

OKFN Road Map

The Board discussed the long term future of the organisation. Rufus set out OKFN’s current income and expenditure, and Martin showed how this had developed over the course of the OKFN’s history. The Board agreed that it would like to see a significant increase in the amount of money it could spend on its community coordinator, with the ultimate goal of making this a full time, paid position. The Board further agreed that expenditure on OKFN’s other core cost bases – infrastructure and the annual OKCon – did not need to grow as fast.

ACTION: BH to draft several business plans for discussion at the next Board meeting.

The Board raised the issue of OKFN’s contribution to UK Parse, which powers TheyWorkForYou.com. Rufus noted that several of MySociety’s volunteers were high-value supporters of OKFN. Nonentheless, the Board felt that a contribution should be made to this cost by MySociety as a corporate body. This contribution could be through promoting OKFN on TheyWorkForYou.com, through introducing OKFN to Easynet and helping OKFN secure free hosting from same, or could be a simple regular payment.

ACTIONs:

  • RP to put a donate button on Knowledge Forge
  • RP and MK to approach MySociety to begin negotiations.

Organisational procedures

Compliance Jordan Hatcher presented a list of organisational items he wished to investigate and tighten up. Several actions arose.

ACTIONS:

  • JH to investigate registering with ICO
  • JH to draft formal contract with OKFN’s Community Coordinator
  • JH to draft template privacy policy
  • RP to link to privacy policy from OKFN’s websites to the main OKFN site
  • JH to clarify whether we can have one reference to OKFN’s company information on the main site, which the other OKFN sites link to.
  • JH to audit intellectual property licensing notices on all OKFN sites
  • JH to draft template SLA for OKFN to serve to partners with whom it has an “ISP” type role.
  • JH to double-check when OKFN can use “Foundation” in its title according to Company Law
  • JH to begin investigations into VAT registration, Trademark considerations and the legal impact of regularly having OKFN’s Community Coordinator attend Board meetings in a reporting role.
  • JH to establish relationship with legal counsel.

Board meetings

The Board resolved to meet 10 times each year, with at least two face to face meetings every year. No meetings will be held in August or December. Face-to-face meetings will be held in January and May. The Board would prefer to meet on Tuesday evenings.

The Board resolved to schedule these meetings well in advance to ensure a good attendance. Rufus agreed to take on the role of sending out a draft agenda one week before the meeting, and of telephoning Board members ahead of the meeting to remind them to attend. Becky agreed to chair the meetings.

The Board resolved to conduct its business in an open and transparent fashion that was accessible to the community. In particular, it resolved to publish approved minutes from the meeting on the public wiki.

ACTION:

  • RP to schedule next ten Board meetings.
  • BH to draft minutes for public wiki
  • JG and RP to announce new Board members on the OKFN blog

Community Coordinator

The Board resolved to express its deep appreciation of the work of the Community Coordinator, Jonathan Gray. It is committed to developing his role within the organisation.

Accounts

Martin has offered to take on OKFN’s accounting. The Board thanked Martin for his offer and accepted it.

Consultancy

The Board noted that OKFN had recently seen a significant rise in organisations who wished to partner with OKFN or sub-contract OKFN in order to gain from OKFN’s unique expertise in open knowledge. The Board recognised that this has the potential to provide a valuable income stream for OKFN’s core activities. The Board further recognised that OKFN would need to steer carefully around conflict-of-interest issues in order to maintain good governance over when OKFN decides to act as a consultant or subcontractor.

ACTION: BH and JH to conduct due diligence research into how these problems are overcome in other foundations and to recommend an appropriate governance structure at the next OKFN Board meeting.

Grants

Becky reported on the application to 4IP for funding for the “Where Does My Money Go?” project to members. She recommended that this project now be closed, as the project did not meet the requirements of 4IP for projects to be grounded in participation.

ACTION: BH to discuss this course of action with Jonathan.

The Board resolved to form a funding working group comprising Jonathan, Jordan, Becky and Paula, that would be tasked with sourcing funding from academic research sources and grant-giving foundations. ### Supporters

Rufus reported on the progress of the supporter drive. The Board gave Rufus their support to publicise the OKFN pledge. Rufus stressed the importance of promoting the pledge around personal networks. Becky expressed reservations about personally promoting the pledge, given her recent association with another supporter-based group and the Board agreed that she would be absented from promoting the OKFN supporter drive.

James gave a brief presentation on strategies for managing supporter donations in order to maintain good retention rates.

ACTIONS:

  • RP to launch the OKFN pledge
  • all (except BH) to promote the OKFN supporter drive
  • JC to present Board with summary of technical options for managing supporters. ## Actions arising from previous meetings
  • MK and JC to look through OKFN website and suggest improvements, particularly with regards to getting more people involved as supporters and volunteers.
  • BH to approach Think Public for free design work through their “real work experience” programme.
  • MK to summarise lessons from OKCon.