By Luca Marzo on 2020-04-18 09:33 in Board of Directors

Open Source Matters, Inc.
Full Board of Directors and Officers Meeting

Date: April 09, 2020
Time: 18:00 UTC
Total time of meeting:  1 hour 35 minutes

Attendees:

Rowan Hoskyns Abrahall (President), Luca Marzo (Secretary), Brian Mitchell (Treasurer), Djamel Kherbi (Director), Marco Dings (Director), Hugh Douglas-Smith (Director), Jaz Parkyn (Director), Eric Lamy (Director), Radek Suski (Director).

Apologies:

-

Proxies:

-

Discussion outline

President

  • Rowan provided the complete invoice of the Vincci Hotel related to the Forum for the Future.

  • Rowan provided the Budget vs Actuals to Year End Totals.

  • Kitty Bickford has responded to the IRS asking for a 45 day delay due to the Mail only arriving with us over 2 weeks after it was posted. Brian to send the letter by FedEx.

Treasurer

  • Brian shared the current bank balances.

  • Brian is working with Hugh to refill the Capital Team and get the team to work with Partners and Sponsors.

  • Brian will start the budget preparation in the next few days.

Production Department

  • The Production Department is working on the replacement of JoomlaCode to host the language packs.

  • The Accessibility Team was advised to use GitHub as an internal forum and project management tool. The aim of this is to standardize the tooling.

  • During the social distancing period, the Production Department organized Weekly Pizza Bugs and Fun, renamed to “Bugs and Fun @ Home”.

  • Joomla 4 Beta on its way. Ultimate release date still at JAB2020 (even if it's virtual).

  • Workflows in Joomla 4, still need a couple of days of work.

  • Marco reminded the reporting requirements for Teams.

Legal & Finance Department

  • Hugh has been introduced to BrandIT and will work on Capital Team rebuild.

  • Hugh requested comments and feedback from the Board on the CoC/CRT suggestion document.

Marketing & Communications Department

Events Department

  • Meeting minutes from the last Department Meeting have been published on the Volunteers Portal.

  • The discussion about Virtual JUGs is still ongoing within the Department leadership.

Operations Department

  • Meeting minutes from the last Department Meeting have been published on the Volunteers Portal. Meeting was held on April 2 and all Team Leaders attended it. 

  • The Joomla Community Magazine went online on March 30.

  • Migration to new ads server has been completed by JED and JSD (Still some small speed issues).

  • Webmaster documentation is being constantly updated.

  • Identity portal is planned to go online within the next 2 months.

  • JRD and JSD are preparing for cleanups.

  • Teams have been reminded of reporting requirements.

  • The Webmaster team has a new leader. Wilco Alsemgeest is working hard on identifying roles and responsibilities.

  • Webmasters are cleaning old, unused assets and websites.

Programs Department

  • VET is planning a regular feature in the Joomla Community Magazine: ‘Community Openings’. It will be used to highlight currently vacant positions within the teams and will hopefully increase awareness and result in roles being filled.

  • VET has been analysing the results from the Peakon survey carried out in 2017 and are planning how best to follow this up.

  • Department meeting took place on April 07.

  • VET and JCP meeting minutes to be available on the Volunteers Portal shortly.

  • Jaz has suggested VET to prepare some guidance to help team leaders.

Secretary

  • [Magazine] The Joomla Community Magazine is back online. The March issue has been published on March 30, 2020 and it includes the 2019 annual reports from Teams and Departments. The working group is working towards the April issue that is planned for April 20, 2020. Public thanks to everyone involved: Rowan Hoskyns Abrahall, Wilco Alsemgeest, Sandra Decoux, Andrea Gentil, Chris Keen, Anja de Crom, Mark Bender, Hans van der Meer.

  • [Magazine] The Team welcomed some previous contributors and is helding the elections for Team Leader. April issue is on its way, it will be focused on “Joomla People” and will include interviews to Elected Board Members and to the “hidden-gems”, valuable volunteers that in most cases are not much visible within the Community. Expected release date April 20, 2020.

  • [Elections] Recommendations published and ballots sent out a few minutes ago. For the first time, names of people with the right to vote is publicly visible, following the motion #2020/027. Ballots will close automatically on April 16, 2020 at 23.59 UTC.
    https://community.joomla.org/blogs/leadership/joomla-officer-replacement-elections-recommendations-next-steps2020.html 

  • [GitHub Sponsors] As of today there are 7 sponsors who activated the recurring donations through GitHub. Total USD 60/monthly. A blog post about the initiative has been published at https://community.joomla.org/blogs/community/github-sponsored-organization-program-support-joomla.html 

  • [Conflict Resolution] Following the discussions within the Board and with the Community at large, I would like to propose the outsourcing of the conflict handling, to ensure Code of Conduct breaches are dealt with impartiality from a third-party professional. As per Bylaws, the final say is always by the Board, as well as the Ombudsman structure will remain in place. Luca proposed to make a RFP to outsource the service.

  • [Request for Proposals] The Bookkeeping RFP did not receive any questions during the dedicated period. The deadline for proposals is April 18, 2020, no proposals so far. https://www.opensourcematters.org/organisation/requests-for-proposals/287-request-for-proposals-bookkeeping-services.html 

  • [Joomla Foundation] IRS Form 990 is due on May 15. Penalties for delay or failure to file. Luca requested to Brian to work on that with Danielle.

  • [Joomla Foundation] Rowan and Luca managed to extend the deadline for the appeal to the IRS regarding the rejection of the 501(c)(3) exemption status. 45 more days to prepare the appeal letter have been granted.

  • [Data Management] Recently saw several formal correspondence forwarded to or sent by personal/external corporate email addresses. Luca reminded that all the formal correspondence or any business related to Joomla should be done via project official email addresses. The current behavior can expose volunteers personal data and/or Joomla confidential information to unauthorized business. To enforce this concept, I propose to disable the Email forwarding feature in GSuite.

  • [Lighthouse Stack Packs] We have been contacted by Google to include Joomla in Google Lighthouse Stack Pack, giving people advice on how to improve the performance of their Joomla websites. Philip Walton is working on preparing the suggestions, Rowan and I are liaising with Google on this.

  • [Board Reporting] Year End Report for Group 2 Board Members was due on April 06 and 180 days Report for Group 1 Board Members is due on April 10. I didn’t receive any of them yet. Please send them to secretary@opensourcematters.org as soon as possible.

Motions taken during this meeting

#2020/046 - Department Coordinators shall be added as an admin to all the teams and working group channels inside their department. This should (preferably) be done using a Glip account based upon functional email address.
Proposed by Marco Dings, seconded by Jaz Parkyn.
The motion passed with unanimous consent.

#2020/047 - Allocate the funds received through GitHub Sponsors directly to the Production Department for Sprints and other development-oriented activities.
Proposed by Luca Marzo, seconded by Radek Suski.
The motion passed with unanimous consent.

#2020/048 - Move Board Meeting time to 17.00 UTC to reflect timeshift in Europe.
Proposed by Luca Marzo, seconded by Radek Suski.
The motion passed with unanimous consent.

#2020/049 - Outsource the Code of Conduct Incident Handling to a professional third party service. The third party shall receive the incident report, conduct the investigation, hear the parties and try the mediation. At the end of the handling, a report shall be provided to the Board with a proposed action / sanction / recommendation for eventual Board adoption.
Proposed by Luca Marzo, seconded by Radek Suski
The motion passed with unanimous consent.

#2020/050 - The Secretary proposes to adjourn the meeting.
Proposed by Luca Marzo, seconded by Djamel Kherbi.
The motion passed with unanimous consent.

Motions taken offline before this meeting

#2020/045 - Approve and publish the Board Meeting Minutes.
Proposed by Luca Marzo, seconded by Eric Lamy.
The motion passed with unanimous consent.