Wikipedia:Education Board/Initial Board Open Tasks

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Welcome

Board Members

Initial board members should watchlist this page and keep it current with any progress. Please also add more tasks as they come up.

Open tasks

February 19, 2013 Meeting

Here is the link to the meeting page.

Finalize February 8-10th meeting agenda- 2/8 MEETING CANCELED AND POSTPONED

We need to finalize an agenda for our first meeting as a board, so we can stay on task and accomplish as much as we can! JMathewson (WMF) (talk) 22:32, 25 January 2013 (UTC)[reply]

Draft agenda items:

Board Decisions and Processes:
Review Responses to Proposal and Future Picture:
Engaging Legal Counsel: Pro bono firm or firm suggested by WMF:
Setting up Processes and Teams for upcoming Decisions:
- Approving Bylaws <--I thought we won't have bylaws ready to approve until we work with counsel. Pjthepiano (talk) 04:11, 6 February 2013 (UTC):[reply]
- Finalizing Proposal to Affiliate as a Thematic Organization <--Does this proposal exist yet? Pjthepiano (talk) 04:11, 6 February 2013 (UTC):[reply]
Timeline: Discuss and Approve (including timing of key decisions relevant to funding and hiring):
Review and Approve Phase II Budget and Funding Request:
Appoint representatives to attend the Wikimedia Ed meeting in Milan:
More Processes and Teams for upcoming Decisions:
- Transition from temporary to elected board:
- Appointed Board members: qualifications and search process:
- Interim ED qualifications and search process <--Could this be delegated to a committee and then reviewed/amended by the whole board? I think we could get bogged down in word-smithing here. Pjthepiano (talk) 04:11, 6 February 2013 (UTC)The plan for this part of the meeting is to decide on process, including delegations. DStrassmann (talk) 21:24, 7 February 2013 (UTC):[reply]
Planning community-building meet-ups with board members, Ambassadors, professors, Wikipedians, etc.
Discuss Fall 2013 plans (oversee classes? how will we maintain activity?)

Participants

DStrassmann (talk) 03:21, 31 January 2013 (UTC)[reply]
Everyone!

Proposed Interim Decision Process

Prior to approving bylaws, we need to agree on an interim decision process. The following proposed process is adapted from the NYC Charter's Bylaws, and contains an abridged version of their board process rules, but contains the quorum requirement from the WG rules.

WEF-USCA Interim Board Decision Processes

Section 1. Powers

The Board of Directors will have general power to control and manage the affairs and property of the Wiki Education Foundation - USCA

Section 2. Vacancies and Newly Created Directorships

Newly created directorships resulting from an increase in the authorized number of directors and vacancies occurring in the Board of Directors for any cause, including any vacancy occurring by reason of the removal or resignation of any director, may be filled by the vote of a majority of the directors then in office.

Section 3. Removal

Provided there is a quorum present of not less than a majority of directors then in office, a director may be removed for cause by the vote of two-thirds of the Board of Directors present at the meeting at which such action is taken.

Section 4. Resignations

Any director may resign at any time by giving written notice to the Board.

Section 5. Meetings

Meetings of the Board of Directors will be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting or as called by the designated meeting organizers.

Section 6. Notice of Meetings

Notice need not be given of regular meetings of the Board if the time and place of such meetings are fixed by the Board of Directors. Notice of each special meeting of the Board of Directors must be given to each director not less than two days before such meeting. Notice may given by telephone, fax, or email.

Section 7. Place and Time of Meetings

Meetings of the Board of Directors will be held at the location fixed by the Board of Directors or, in the case of a special meeting, by the person or persons calling the special meeting.

Section 8. Quorum

At each meeting of the Board a majority of the directors then in office will constitute a quorum for the transaction of business.

Section 9. Manner of Acting

The vote of a majority of the directors present at any meeting at which there is a quorum will be the act of the Board of Directors.

Section 10. Conflicts Policy

In connection with all actions taken by the Board of Directors or a committee thereof with respect to

(i) any contract or transaction between the Foundation and one or more of its directors or officers,

(ii) any contract or transaction between the Foundation and any other corporation, firm, association, or other entity in which one or more of the directors or officers of the Foundation are directors or officers or have a substantial financial interest, or

(iii) any contract or transaction involving the Foundation which could result in a direct or indirect financial or personal benefit to a director or officer, each such interested director or officer of the Foundation shall:

(a) disclose to the Board of Directors or committee thereof the material facts as to such director’s or officer’s interest in such contract or transaction or as to any such common directorships, offices, or significant financial interest, and

(b) may participate in the information-gathering stage of the Board of Directors or committee’s discussion but will retire from the room in which the Board of Directors or committee is meeting and will not participate in the final deliberation or vote on such contract or transaction.

The minutes of the meeting of the Board of Directors or committee thereof will reflect

(a) that the conflict of interest was disclosed,

(b) that the interested director or officer was not present during the final discussion or vote of the Board of Directors or committee, and

(c) that the interested individual abstained from voting.

Common or interested directors may be counted in determining the presence of a quorum at the meeting of the Board or of a committee which authorizes such contracts or transactions.

All questions as to whether a conflict of interest exists will be resolved by a vote of the Board of Directors in which the interested individual may not vote.

Section 11. Committees of Directors

(a) Standing Committees. The Board of Directors, by resolution adopted by a majority of the entire Board, may create one or more standing committees to have and exercise such power and authority as the Board of Directors will specify and as permitted by law.

(b) Special Committees. The Board of Directors may create one or more special committees. Special committees will have only the powers specifically delegated to them by the Board. The members of special committees must be directors of the Foundation.

(c) Committees of the Foundation. The Board of Directors may create one or more committees other than standing or special committees, which will be committees of the Foundation to carry out such functions as the Board may specify and as permitted by law. The members of committees of the Foundation need not be exclusively directors of the Foundation.

(d) Operation of Committees. At each meeting of a committee, a majority of the members of the committee will be present to constitute a quorum. The vote of a majority of the members of a committee present at any meeting at which there is a quorum will be the act of the committee.

Section 12. Meeting by Conference Telephone

Any one or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means will constitute presence in person at a meeting.

Section 13. Action Without a Meeting

Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee consent in writing (including by means of an electronic mail message) to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board of Directors or such committee will be filed with the minutes of the proceedings of the Board of Directors or such committee.

Section 14. Compensation of Directors

The Foundation will not pay any compensation to directors for services rendered to the Foundation, except that directors may be reimbursed for reasonable expenses incurred in the performance of their duties to the Foundation, when approved in advance.

Create a Timeline for Phase II Work

This task is urgent, per our meeting on Jan 28. Below is an initial draft - please elaborate, revise, and change deadlines. DStrassmann (talk) 16:04, 29 January 2013 (UTC)[reply]

Board approves funding proposal/budget for Phase II: Feb 10
Initiate interim ED search: Discuss timing and details at in person meeting
Initiate search for four additional board members: Discuss timing and details at in person meeting
Submit grant request to Grants Approval Committee: Feb 12
Respond promptly to feedback: Feb 12-18
Engage legal counsel: Feb 15
Complete bylaws of WEF-USCA: Mar 15
Sign up 25 + members: Mar 15 Done
Submit Proposal to Affiliate as a Thematic Organization: Mar 20

I think we need to submit our proposal to become a Thorg much earlier than this. On the talk page of the proposal some of the committee members are already noting that we need to get it in as soon as possible. Maybe we could put together a draft at our in-person meeting and submit soon after? Pjthepiano (talk) 04:40, 31 January 2013 (UTC)[reply]

Hire ED: Discuss timing and details at in person meeting
- see my comment on talk page (Mike Cline)
- changed date to discussion item. (Diana Strassmann)
Document on-wiki how community members can get involved in WEF-USCA: Apr 1
Develop Phase III budget: April 1

Developing a budget by April 1 might be tough. I don't know that we'll know about Phase III funding by then. Pjthepiano (talk) 04:40, 31 January 2013 (UTC)[reply]

Participants

DStrassmann (talk) 03:22, 31 January 2013 (UTC)[reply]
Pjthepiano (talk) 04:40, 31 January 2013 (UTC)[reply]
Everyone!

Complete bylaws of WEF-USCA

The board member(s) responsible for this task will identify a lawyer who can work with the group on drafting the legal documents (by-laws, tax documents, etc.) necessary for formal legal incorporation. Note: The Wikimedia Foundation is in communication with a Washington DC-based lawyer specialized in nonprofit incorporation who is willing to offer his services for this purpose. The Wikimedia Foundation is willing to fund the lawyer picked by the initial board, up to a certain dollar amount (please communicate with Annie or Jami about this exact amount).

Timeline: January 7 – mid-March

Participants

Affiliate as a Thematic Organization

The board member(s) responsible for this task will familiarize themselves with the guidelines for applying to be a Wikimedia thematic organization], draft the proposal (and make sure it's approved by the rest of the board), submit the proposal to the Wikimedia Affiliations Committee (the body responsible for reviewing and approving new Wikimedia thematic organizations), and be diligent about quickly responding to any questions or comments raised by the Affiliations Committee about the proposal.

Timeline: January 21 – TBD

Participants

JMathewson (WMF) (talk) 22:32, 25 January 2013 (UTC)[reply]
Pjthepiano (talk) 04:43, 31 January 2013 (UTC) It might be a good idea to get some of the Wikipedians involved in this task.[reply]
Pharos (talk) 02:21, 2 February 2013 (UTC)[reply]
The Interior (Talk) 02:13, 20 February 2013 (UTC)[reply]

Create budget through June 2013

The board member(s) responsible for this task will draft a detailed budget for Phase II (January–May 2013), including hiring plans and timelines. Frank Schulenburg has offered to advise the relevant board member(s) with this task if needed.

Timeline: January 7–18

Participants

Develop and Initiate Search Process for ED and Appointed Board Members

The board member(s) responsible for this task will develop a job description for the Interim Executive Director, develop a search and hiring/contracting process for the ED, and develop descriptions of the skills/experience needed for the appointed board members.

Timeline: February 12-28

Participants

Develop and Secure Means for Board Communications

The board member(s) responsible for this task will develop and securing sufficient means for Board communications. This includes a mailing list, website, conference call abilities, etc.

Timeline: February 12-28

Participants

Bob Cummings (talk) 11:16, 31 January 2013 (UTC)[reply]

Submit grant request to Grants Approval Committee

The board member(s) responsible for this task will draft a grant proposal for Wikimedia grants ideally for Phase II (January–May 2013), make sure the proposal has the whole board's approval, submit it to the Wikimedia grants committee, and be diligent about quickly responding to any questions or comments raised by the grants committee about the proposal.

Timeline: January 21 – February 18

Participants

Pjthepiano (talk) 19:32, 12 January 2013 (UTC)[reply]

Document on-wiki how community members can get involved in WEF-USCA

The board member(s) responsible for this task will create a public on-wiki document or portal that (1) summarizes the decisions of the Working Group in Phase I in a concise and easy-to-understand manner, (2) clearly describes the various ways in which different stakeholder groups (Wikipedia editors, academics, existing Ambassadors, etc.) can become involved in the development of WMEF-USCA, and (3) serves as the place where decisions and progress made during Phase II are documented.

Timeline: January 7–27

Participants

Etlib (talk) 02:01, 10 January 2013 (UTC)[reply]
Mike Christie (talk - contribs - library) 11:25, 10 January 2013 (UTC)[reply]

Completed tasks

Coordinate an in-person meeting with the initial board Done
Agenda for Jan 28th online meeting Done
Signed up 25 members of WEG-USC Done