The meeting was held by private Google Hangout.
Present: Drew Smith — Chair; Tony Proctor — Vice Chair; Roger Moffat — Secretary; Andrew Hatchett — Membership Standing Committee Coordinator; Luther Tychonievich — Technical Standing Committee Coordinator; Richard Smith — Technical Standing Committee Co-Coordinator.
Absent: Greg Lamberson — Treasurer; Brett McPhee — Membership Standing Committee Co-Coordinator.
- FHISO’s legal status. The Board remain satisfied that it is not necessary to file a tax return in Arizona. There have been difficulties filing our Annual Report. Resolved: Andy Hatchett will continue speaking to the Arizona Corporation Commission (AZCC) and keep the Board informed.
- Registered agent. Should FHISO use a registered agent service instead of Robert Burkhead, which would allow us to cancel our mailbox in Arizona? Changing the agent now may further complicate the filing of our Annual Report. Resolved: Return to the question once our AZCC filings are up to date.
- Amendments to the bylaws. The updates to the bylaws needed to reform our administrative structures can be effected piece by piece. Resolved: In order not to invalidate references to our bylaws by number, updates to the bylaws shall not renumber existing bylaws nor reuse the number of a previous bylaw.
- Motions to amend the bylaws. Richard Smith proposed motions: (A) to abolish the Advisory Councils, (B) to abolish the Finance Standing Committee, and (C) to remove conflict with the Articles of Incorporation. These remove unused administrative structures and more closely align our bylaws to current practice. They had been circulated to the Board in advance. Each passed nem. con.
- Administrative structure. The November meeting identified nine specific Board roles and the need for Directors to hold multiple roles or none. There was further discussion on this. Currently all Directors are Officers of the Corporation, and all changes in Officers need notifying to the AZCC. The Board felt that only the Chair, Vice Chair, Secretary and Treasurer needed to be Officers. Officers should be elected by the membership to their specific office. In addition some number of Directors would be elected by the membership, not to specific roles. The remaining Board roles should be allocated amongst the Board as appropriate.
- Accounts. Resolved: Roger Moffat (as Acting Treasurer in Greg Lamberson’s absence) will produce a spreadsheet of our accounts for internal use, and some summary accounts for publication showing categories of expenditure and income for the period from our incorporation on 2012-03-05 to 2015-12-31.
- Banks. Robert Burkhead is the primary account contact. Andy Hatchett is also a signatory, and Andy Hatchett and Roger Moffat have online access too. Resolved: Roger will contact Robert to initiate a change to get Roger’s name and contact details added to the current Bank of America account. Once this is done, Roger will contact his local Bank of America to see if we can get a change of account type to one that has less than $30/month in fees.
- PayPal. The PayPal settings have been changed to allow donations from people without PayPal accounts. The Board thanked Tony Proctor for his very generous donation.
- Technical work. The TSC have published our priorities, a more detailed strategy paper, and a draft policy on vocabularies. There has been public discussion on vocabularies, but with limited participation. The TSC hope participation will increase as we move to less abstract work on citations.
- Industry outreach. Board members reported useful discussion with various industry members, particularly during the Rootstech conference. There is clear interest in our work.
Next Meeting around mid April 2016
Meeting concluded at 2150 UTC.
Submitted by Roger Moffat — Secretary
Motion A: to abolish the Advisory Councils
- Replace §9.3 with:
9.3 Size and Constituency
The Board consists of the Officers of FHISO, who shall be no fewer than three in number.
- Delete §9.4 and §9.6, the whole of Articles 11–13, and §15.3.
- As the Nominating Committee only consisted of Council members, redefine it by replacing Article 14 with:
Article 14: Nominating Committee
When the Board sets a date for the election of Officers, a Nominating Committee is formed to oversee the process. The Nominating Committee’s members are the Class A Directors in even-numbered years, and the Class B Directors in odd-numbered years.
- Rename Article 15 “Nomination and Election of Officers”; in the prologue to Article 15 and in the first paragraph of §15.1, replace “Officers and Regional Advisory Council Representatives” with “Officers”; later in §15.1, replace “Officers, Directors and members of any Advisory Council” with “Officers”; and in §15.4, replace “candidates for (a) the election of Officers and (b) Regional Advisory Council Representatives” with “candidates for the election of Officers”.
- Replace “Nominations Committee” with “Nominating Committee” in 15.2 and 15.5, fixing a long-standing typo.
- In Article 18, delete the word “councils”.
- In Article 24, replace “Officers, Directors and Council Members” with “Officers” in the third paragraph, and strike “an Annual Council Meeting of the Regional Advisory Council and” from the fourth paragraph.
Motion B: to abolish the Finance Standing Committee
- In the definition of the Treasure’s role in §8.2(c), strike “and serves as Chair of the Finance Committee”, and append:
The Treasurer is responsible for developing and reviewing fiscal procedures, and shall assist any committee in the preparation and administration of committee or project budgets. In the absence or temporary vacancy of the Treasurer, the Secretary shall serve as Treasurer.
- In the first sentence of the prologue to Article 10, reduce the number of Standing Committees by one and remove “Finance Standing Committee” from the list of committees; and in §10.1(f), remove “the Finance Standing Committee” from that list.
- Delete §10.4, and introduce a new article retaining the following content from §10.4:
Article 9A: Budget
The Treasurer is responsible for developing and reviewing the annual budget. FHISO’s budget requires Board approval, and only expenditures within the approved budget may be authorised for payment.
The fiscal year shall be the calendar year.
Motion C: to remove conflict with the Articles of Incorporation
- Delete the whole of Articles 2 and 19, which duplicate with minor differences wording also found in the Articles of Incorporation.
- In order not to lose the non-discrimination text currently in §2.3(d), add a new article:
Article 3A: Non-discrimination Policy
FHISO does not and shall not discriminate on the basis of race, colour, creed, gender, gender expression, age, national origin, disability, marital status, sexual orientation or military status, in any of its activities or operations. These activities include, but are not limited to, dealing with the public, selection of volunteers and vendors, hiring and firing of staff, and provision of services. FHISO is committed to providing an inclusive and welcoming environment for all members, volunteers, employees, contractors and vendors.