Wiki Project Med/Board/Meetings/2017-07-16
The Board of Directors is meeting at 15:00 UTC on 16 July 2017 to discuss various issues.
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- Meeting ID: 202 737 407
- International numbers available: https://zoom.us/zoomconference?m=_1GSK6Ri6jYXzZUzAhQcGF9qIaVg0DCa
- Approve minutes of last meeting
- Receive reports from the officers
- Discuss proposed amendments to the Bylaws
- Discuss proposed standing and advisory committees
- Discuss the proposed fiscal control policy
- Discuss the proposed board meeting policy
- Discuss COI policy
- Paper work for taxes
- Fund-raising (donation button to paypal created, added to meta, and tested)
- Discuss the meeting at Wikimania 2017
Fiscal control policy
- Funds Management
- (a) The Wiki Project Med Foundation ("WPMEDF") shall maintain a bank account at US Bank, constituting the general treasury of WPMEDF. No other bank accounts shall be opened in the name of WPMEDF without approval of the Board of Directors.
- (b) The Chair and the Treasurer shall be the signers on the bank account. Should it not be feasible for either to be added as account signers, one or more members of the Board of Directors may be designated, and shall act on the instruction of the Chair and Treasurer. This designation shall be reported to the Board of Directors.
- (c) The Chair, the Treasurer, and other designated account signers, if applicable, shall have online banking access.
- (d) The Treasurer shall keep accurate records of WPMEDF's finances.
- Expenditures and Disbursements
- (a) Thirty days prior to the beginning of a fiscal year, starting with Fiscal Year 2018, the Board of Directors shall approve an Annual Budget, detailing permitted expenditures and projected revenues for the year.
- (b) The Chair may make disbursements of sums under 250 USD equivalent without the prior approval of the Treasurer, provided that such expenditures are authorized by the Annual Budget. All disbursements made directly by the Chair shall be reported promptly to the Treasurer with appropriate documentation.
- (c) For disbursements of 250 USD equivalent or greater, the Treasurer shall carry out the disbursement, provide written or oral authorization to the Chair to carry out the disbursement, or object to the disbursement within seven business days of an expenditure having been authorized. The Treasurer may object to a disbursement if it would constitute an improper use of funds or would jeopardize the financial well-being of WPMEDF; review of disbursements in accordance with these criteria shall satisfy the Treasurer's duty of due diligence.
- (d) Should the Treasurer fail to take any action on a requested disbursement within seven business days of the request, the Chair shall be authorized to make the disbursement at their own discretion. All disbursements made pursuant to this provision shall be promptly reported to the Board of Directors with appropriate documentation, and the Treasurer shall be notified that such action was taken. If the Treasurer anticipates that they will be unavailable to render decisions regarding disbursements for an extended period of time, they are expected to inform the Board of Directors of such absence and to allow for the appointment of a temporary replacement by the Board.
- (e) In the event the Chair or the Treasurer are not account signers and do not have the account access necessary to carry out a transaction, a designated account signer may carry out the action, provided there is approval consistent with this policy.
- (f) Receipts shall be collected and retained for any expenditure of 5 USD equivalent or more. All receipts must include the name of the vendor, the location, the date, and the amount. Acceptable forms of receipts shall be original receipts completed by vendors and copies of credit or debit card slips. Should a receipt not be available, the person responsible for the expenditure shall provide a full explanation of the expenditure and an explanation as to why the receipt is unavailable.
Board meeting policy
- Meetings of the Board of Directors may be called by the Chair or Secretary with at least seven days' notice, unless extenuating circumstances require a shorter notice period. To the greatest extent feasible, the date and time of the meeting shall be decided with the input of all members of the Board of Directors.
- The standing order of business shall be:
- (a) Reports from the officers and committees
- (b) Old business, including follow-up from previous meetings
- (c) New business
- (d) Executive session, if applicable
- Members of the Board of Directors may suggest entries for inclusion in the order of business, provided they conform to the standing order of business. The Secretary shall prepare the final order of business for each meeting, and the order of business shall be considered final 48 hours prior to the meeting, or, in the event of meetings called with less than 48 hours' notice, as soon as is practicable.
- Within 48 hours of a meeting of the Board of Directors, the Secretary shall prepare draft minutes and circulate them among the members of the Board of Directors for review. The Secretary shall publish the minutes, with any necessary corrections or amendments, after 14 days or after all objections from members of the Board of Directors have been addressed, whichever comes first.
Draft COI Policy
Board members are required to disclose any conflicts of interest. This shall be done on a yearly bases or as soon as the conflict of interest occurs, whichever is sooner. It is the expectation of the organization that board members will not have significant conflicts of interest that could potentially put the organization in disrepute.
For example board members may not accept money or other personal rewards for promotional editing pertaining to businesses, individuals, medications, health conditions, etc from organizations with conflicts in the subject area. They may not run or be involved with paid editing firms even if such firms disclose their paid editing activities.
Being paid as a Wikipedians in Residence by an organization that shares the goals of the Wikimedia movement is however permissible if appropriately disclosed. Being connected with other movement entities, government organizations, academic institutions and publishers, or other health related NGO is also permissible.
- James Heilman
- Shani Evenstein
- James Hare
- Doug Taylor
- Subas Chandras Rout
- Carl-Fredrik Sjöland
- James Heilman called the meeting to order at 15:30
- A proposed amendment to the Bylaws is discussed. The proposal:
- Article III, Section 9 of the Bylaws is amended by striking “one-half” and inserting in its place “one-third.”
- To the maximum extent feasible, decisions made by those participating in Board meetings shall be sent out to the Board mailing list, for other Board members to comment on within one week. After one week, the decision of the majority of those Board members participating in the discussion shall be effective.
- Article III, Section 15 of the Bylaws is amended by striking “all members of the Board of Directors” and inserting in its place “a majority of the entire Board of Directors.”
- Article II is amended by adding the following paragraph: “Any action required or permitted to be taken at any annual or special membership meeting may be taken without a meeting if the Corporation delivers a ballot to every member entitled to vote on the matter. The ballot shall be in the form of a record; shall set forth each proposed action; shall provide an opportunity to vote for, or withhold a vote for, each candidate for election as a Director; and shall provide an opportunity to vote for or against each other proposed action. Approval by ballot pursuant to this section of action other than election of Directors shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. All solicitations for votes by ballot shall indicate the number of responses needed to meet the quorum requirements; shall state the percentage of approvals necessary to approve each matter other than election of Directors; and shall specify the time by which a ballot must be received by the Corporation in order to be counted.”
- James Heilman moved to approve the slate of Bylaws amendments, with the motion properly seconded, and it was passed without dissent.
- Shani Evenstein updates regarding a talk that was given to Med students in the state medical school (the only one) in Armenia; a new elective course for American students at Sackler School of Medicine, Tel Aviv University, in collab with James Heilman and Amin Azam from UCSF; her participation at the Wikimedia Conference in Berlin, the sessions she ran and individual mentoring she is leading with interested people from India & Brazil.
- Doug Taylor reported that a Form 990-EZ tax form for 2016 was prepared for the organization.
- The proposed fiscal control policy was discussed. James Hare moved to approve the policy and Doug Taylor seconded. The policy was approved without dissent, with final approval of the policy deferred for one week pending online discussion.
- The proposed board meeting policy was discussed and amended, mainly to account for notice requirements in the event of emergency meetings. James Hare moved to approve the policy and Doug Taylor seconded. The policy passed without dissent, with final approval of the policy deferred for one week pending online discussion.
- The proposed conflict of interest policy was discussed. James Heilman expressed interest in a conflict of interest policy that goes above and beyond requirements for U.S. charitable organizations by including provisions about business engagements that put the organization into disrepute. Carl-Fredrik Sjöland raised concerns about ambiguous wording in the policy. Doug Taylor recommended that the policy be circulated for further discussion, with James Hare collating recommendations into a revised policy proposal.
- The meeting at Wikimania 2017 was discussed. It will be an all-day conference with a board meeting, including attendance from participants in the general public. Shani Evenstein and James Heilman noted relevant conferences, including the Central and Eastern European Conference that will be in Poland and another meeting in the Netherlands.
- James Heilman adjourned the meeting at 17:23 UTC.