Meeting date/time: Friday, December 15, 2023 at 3:30pm Eastern
Attendees: Ed Beck, Rachel Cherry, Phil Crumm, Kiera Howe, Dash Kees, Reed Piernock, Eric Sembrat
Guests: Bret Farley, Kevin Grimley
Invited: L. Danielle Baldwin, Ed Beck, Rachel Cherry, Phil Crumm, Kiera Howe, Dash Kees, Reed Piernock, Eric Sembrat
Goals
- Vote on a change to the organization bylaws, regarding 3.2 Election and Term of Officers.
Agenda
Roll Call
- Note attendees of this meeting (in the Details section above), and list any absences.
Approval of Minutes
- Review, correct, and approve the minutes from the previous meeting.
Old Business
- Discuss unresolved action items from the previous meeting.
Reports or Presentations
- Report on the organization's finances.
- Report of the progress of the organization’s committees.
New Business
- Discuss end-of-year board turnover, and document any process or plan for future turnover.
- Vote on a change to the organization bylaws, regarding 2.2 Board Membership and 3.2 Election and Term of Officers.
- Discuss general overview of potential bylaws changes, for review in the new year.
Private Session
- A private session may be held here if there are matters that only members of the Board of Directors need to discuss at this time.
Action Items
- A list of action items as a result of this meeting
Closing
- Confirm January 19, 2024 for the next meeting.
- Final thoughts, reminders, or general chit-chat.
Minutes
Call to order.
Dash called to order the monthly meeting of the WPCampus Board of Directors at 3:31pm (Eastern) on 15 December 2023, virtually in Zoom.
Ed, Eric, Rachel, Kiera, Dash, and Reed were in attendance. Guests included Bret Farley and Kevin Grimley.
Dash moved to approve the minutes for the November meeting; Ed seconded the motion. The Board approved the minutes.
Report on the organization's finances.
Kiera and Rachel met to go over the Quickbooks account and review the finances. Kiera presented a tentative spreadsheet for calendar year 2023 — minus the weeks between this meeting and 31 December — and reported that the organization currently has a stable profit/loss ratio, and that most of the organization’s operating expenses are for conferences. Rachel will quickly review, and Kiera will update the documents in the shared drive.
Ed suggested the organization hold separate budgets for administrative finances versus events finances, so any WPCampus event organizers won’t be required to request costs from the Board for every purchase. Depending on the events, there could be individual budgets for the annual conference, regional meetups, or other events.
Vote on a change to the organization bylaws, regarding 2.2 Board Membership and 3.2 Election and Term of Officers.
The proposed changes include:
- 2.2 Board Membership
- Current Language: New directors shall be elected by a majority of directors present at the final board meeting of the calendar year, provided there is a quorum present. Directors so elected shall serve a term beginning on the first day of the next calendar year.
- Option 1: New directors shall be elected by a majority of directors present at the final board meeting of the calendar year, provided there is a quorum present. Elections may be rescheduled by a majority vote of the board. Directors so elected shall serve a term beginning on the first day of the month following elections.
- Option 2: New directors shall be elected by a majority of directors present at the final board meeting of the calendar year, provided there is a quorum present. Elections may be rescheduled, and board terms extended, by a majority vote of the board for a date not to exceed sixty days from the original election date. Directors so elected shall serve a term beginning on the first day of the month following elections.
- 3.2 Election and Term of Officers
- Current Language: At the first meeting of the Board of Directors each calendar year, the Board will elect its officers. Each Officer will hold office until their successor begins their term or until their earlier death, resignation, or removal.
- Option 1: At the first meeting of the Board of Directors each calendar year, the Board will elect its officers. Elections may be rescheduled by a majority vote of the board. Each Officer will hold office until their successor begins their term or until their earlier death, resignation, or removal.
- Option 2: At the first meeting of the Board of Directors each calendar year, the Board will elect its officers. Elections may be rescheduled, and officers’ terms extended, by a majority vote of the board for a date not to exceed sixty days from the original election date. Each Officer will hold office until their successor begins their term or until their earlier death, resignation, or removal.
Regarding section 2.2 of the organization bylaws, the Board briefly discussed the proposed changes. Kiera asked for the language in option 2 be slightly adjusted from the explicit “60 days” to include some flexibility for months that are not exactly 30 days. Ed motioned to accept option 2 as the updated language; Reed seconded. The Board approved option 2.
Regarding section 3.2, the Board considered the term for Directors to be February through January, and the term for Officers to be March through February, so that officers may be elected at the first meeting of each term year. Ed motioned to accept option 2 as the updated language; Kiera seconded. The Board approved option 2.
Report of the progress of the organization’s committees.
Eric reported the Nominations committee is making good progress and he is optimistic on the timeline. He stated that the committee’s meeting notes can also count as an extended report to the Board. Rachel asked if Eric explained the new proposed Board structure to the committee; Eric confirmed.
Reed asked for clarification on the terms of a committee-related Board member. Eric suggested the current President can have a conversation with that Board member on whether they want to continue as the chairperson or if they prefer to step down. Ed agreed it would be a case-by-case basis per committee, and that there would be a difference between a standing committee chair and an ad-hoc committee chair.
The Events committee has been chartered but there is no chairperson as of yet. Dash mentioned the committee also has no chair but will need one as soon as possible. They further stated the annual conference may be moved to August 2024 instead of June due to Georgetown University’s summer conference schedule. Rachel suggested a new blog post in the new year, both announcing the location of the 2024 conference and putting forth a call for Events committee chairperson and other volunteers.
The Nominations committee will accept nominations for new Board members; Eric asked the Board give the committee access to nominations forms and other required documents.
Dash reiterated the Board is available to provide support to any committee, but it needs to know what those needs are first. The conference location committee needed more support, especially regarding communications, and while each committee needs to be empowered to make its own decisions, the organization is not fully there yet.
Closing.
Dash will propose changes to the bylaws, and provide them to the Board for 2 January.
Ed inquired about separate meetings for the Board, one for administrative and one for operations. Dash confirmed that operational and committee meetings can be set in their charters, which may be based on the charter for the Events committee.
Rachel will review and edit her proposal for the proposed organization changes, based on Board discussions. She will also publish the job board and create a blog post for it.
Eric’s term will end 31 December 2024. Ed previously agreed to a one-year first term, but does intend to run again for 2024. The Board will ask Phil his intentions regarding his term.
The Board confirmed Friday 19 January 2024 at 3:30pm (Eastern) as the date and time for the next meeting.
The meeting adjourned at 5:01pm.