Open Knowledge Foundation
Board of Directors

Board Meeting Minutes, September 2015

  • Date & time: 9th September 2015, 18.30-20.30 BST

  • Venue: Canonical - 5th Floor, Blue Fin Building, 110 Southwark St, London SE1 0SU

  • Present: Karin Christiansen (Chair), Jane Silber, Helen Turvey; Paula Le Dieu (via Hangout)

  • Observing: Pavel Richter, Rufus Pollock, & Michelle Heydon to present the financial accounts

  • Apologies: Tim Hubbard,  Martin Tisne

 

Review of minutes & actions of last meeting

 

  • The minutes of the last meeting were reviewed and approved

 

Financial Accounts

 

  • Audit has progressed well

  • Financial accounts were reviewed in preparation for submission

  • Board will approve accounts at next board meeting and it is therefore expected that audited accounts will be submitted in the week after 9th November.

 

CKAN Spin-out Update

 

  • There was a discussion around the potential spin-out of CKAN-related commercial services to a separate for-profit entity

  • The following resolution was approved:

 

The Board hereby authorises the CEO of Open Knowledge International to take all necessary steps and make all necessary authorisations to set up a new legal entity for the CKAN spin out. This entity will be incorporated in either the UK or the United States (Delaware).

  1. Sebastian Moleski would be appointed the CEO of this entity once incorporated.

  2. Pavel Richter will represent Open Knowledge International on the Board of this new entity.

 

Charitable Incorporation Status

 

  • The Board reviewed and plan prepared by our legal experts in relation to Open Knowledge Foundation becoming a charity

  • There was general agreement that this would proceed. However, the Board did request discussion with one additional expert nominated by a board member.

  • It was agreed that, assuming that the input from this additional expert was satisfactory, that the next board meeting would be both a board meeting and a general meeting of the members so that the meeting could be used to pass a resolution altering the memorandum and articles of association in line with the proposal put forward here.

 

Board Composition

 

  • It is now a good time to look at new board members. In particular, we are looking for a finance / accounting specialist.

 

CEO Update

 

  • CEO update was delivered by the CEO

 

AOB

 

  • Next meeting: Wednesday 11th November 2015