FHISO Board Meeting held 31 October 2017 at 1800 UTC

The meeting was held by private Google Hangout

Present: Tony Proctor — Acting Chair; Roger Moffat — Secretary and Acting Treasurer; Andrew Hatchett — Membership Coordinator; Luther Tychonievich — Technical Coordinator; Richard Smith — Technical Co-Coordinator

Absent: Drew Smith — Chair; Brett McPhee — Membership Coordinator; Greg Lamberson — Treasurer

  1. Minutes of the previous meeting. The minutes of the last board meeting and the action of the board in writing are accepted as agreed by email discussion.
  2. Chair. Drew Smith is currently on sabbatical per §9.14 of the bylaws. Tony Proctor is Acting Chair.
  3. Legal Status. Report from Richard. The first batch of returns submitted by Caritas was rejected because they were signed by Richard Smith, not by one of the officers at the time. This has been remedied by Luther and Andy signing the forms and resubmitting. The next step will be to change the statutory agent and registered address. This will cost $400, generously paid by Andy Hatchett.
  4. Finances. Roger reported on the progress on compiling accounts covering the first 5 years, and the current status of the finances. Current bank balance is $1,050.61 in Bank of America and $2.92 in PayPal.
  5. Amendments to the Bylaws. Discussion about amending the bylaws to introduce the office of Assistant Secretary, which could optionally filled if someone was needed based in the USA who can take care of statutory matters. The motion, which had been circulated in advance, was put to the vote and passed.
  6. Extended Organisational Period. We have previously agreed that we should not publish any standards during the Extended Organisational Period, which period allows the Board to change the bylaws. Richard offered some suggestions on what still needed resolving, including some issues with Article 15. There was discussion on giving the Board greater flexibility over the number and roles of directors. Richard will submit a proposal.
  7. Technical Work. Richard gave a summary of the current status of technical work. The TSC hope to publish first public drafts of ELF together with updated Citation Elements drafts in the next month.
  8. Website. Things are working as they are with the web services being provided by a mix of hosting from Simply Hosting and Mythic Beasts.
  9. Outreach. Tony will try to engage the blogging community with a view to prominent bloggers taking a new look at FHISO and its recent accomplishments.
  10. Next Meeting. The next FHISO Board Meeting will be 12 December 2017 at 1800 UTC (1PM EST)

Meeting adjourned at 1917 UTC (3:17pm EDT)

Motion to introduce the office of Assistant Secretary

  1. In §8.1, delete the word “and”, and append “and optionally, at the
    discretion of the Board, an Assistant Secretary”.
  2. In §8.2, add a new item (i) as follows:
    1. Assistant Secretary. The Assistant Secretary shall assist the
      Secretary and Treasurer in the execution of their duties, as directed by
      the Board of Directors.
  3. Replace §8.3 with the following:

    8.3 Terms of Office

    Officers other than the Assistant Secretary shall be elected for a
    two-year term by the general membership in accordance with Article

    1. The Chair, Treasurer, Technical Co-coordinator, and Membership
      Coordinator serve as Class A Directors.
    2. The Vice-chair. Secretary, Technical Coordinator, and Membership
      Co-coordinator serve as Class B Directors.

    An Assistant Secretary may be appointed by the Board under Section
    8.3 of these Bylaws. The Assistant Secretary has no fixed term of
    office and may be removed by majority vote of the Board at any time
    without cause. The office of Assistant Secretary may be left vacant at
    the direction of the Board.

  4. In §9.14, delete “Officer or”.
  5. In §5.1, Article 14 and §15.4, replace “election of Officers” with
    “election of Directors”; rename Article 15 to “Nomination and Election
    of Directors”; and replace the first paragraph of Article 15 with:

    Members eligible to vote shall annually elect a Board of
    Directors. Class A Directors are elected in odd-numbered years, and
    Class B Directors are elected in even-numbered years.

  6. In §15.1, replace “proposed by Officers” with “proposed by Directors”.
  7. In §15.2, insert “elected” before “Officers of the Corporation”.
  8. In Article 24, replace the last sentence of the third paragraph with:

    The term of office of all elected Officers may be extended
    until the Extended Organisational Period ends, after which they shall
    come up for election per Article 15.