Minutes:2011 Dec ConfCall

The meeting was held conference call.

Agenda

1. Old business
• 2010 Financial Report
• 2011 BoD meeting minutes
2. New business
1. Treasurer's 2011 report: File:2011-OBF-Treasurers-Report v1.pdf (Chris Dagdigian)
2. Elections:
   • Hilmar Lapp, running for office of President
   • Nomi Harris, running for office of Parliamentarian
   • Peter Cock, running for BoD member-at-large
3. Alternative procedure(s) for elections (Jason Stajich)

Minutes

Venue: held by conference call, scheduled for Dec 13, 11am EST (16:00 UTC) (originally scheduled for 12pm EST, by mistake started 1 hour earlier)

Attending:

• Directors: Hilmar Lapp, Jason Stajich, Chris Dagdigian (ChrisD), Nomi Harris
• Guests: Scott Markel (on behalf of the nominating committee), Peter Cock (running for election onto the Board), Peter Rice

Minutes:

Hilmar calls meeting to order at 11.10am.

Approval of old business:

• The status of one travel award is still missing, and therefore Still can't vote on 2010 report due to missing status on travel awards.
• 2011 BoD meeting minutes from November: ChrisD moves to approve, Jason, Hilmar, and Nomi second. Minutes of the 2011 BoD meeting in Nov approved by animous consent.

New Business:

i. 2011 Financial Report.

• There are items pending or scheduled to clear (such as the Google Summer of Code mentoring and mentor summit travel reimbursement invoice) before the end of the year.
• However, this may be the case in any calendar year if we hold the BoD meeting before the end of the year. Hence, for the purposes of approval for being current and accurate we set a date of Nov 30, 2011. Hilmar moves to approve the 2011 Financial Report, Jason, Nomi, and ChrisD second. 2011 Financial Report approved by unanimous consent.
• ChrisD paid the 2011 BOSC Travel Awards out of his own PayPal account (to accommodate the recipients requests), and asks for approval to reimburse himself from the O|B|F bank account at the sum of $775.15. Hilmar moves to approve the request, Jason and Nomi second. Approved by unanimous consent. ChrisD will issue a paper check to himself using the Bank of America Billpay feature.
• ChrisD reports that we are not in good standing anymore with the state of Delaware where we are incorporated as an organization. To remain in good standing, we would need an annual filing (with a small filing fee). This normally requires a business agent, which are, however, easy to find in Delaware, even online.
  • This prompts the question whether going forward the best solution is to retain our Delaware incorporation and repair our standing, or instead to start incorporating fresh in another state. There are various considerations in terms of our organizational goals and mission that should be discussed and thought through further before an informed decision can be made, and therefore this topic is postponed for 2012.

ii. Elections to the Board: Peter Cock (running for Director at-large), Hilmar Lapp (running for President), Nomi Harris (running for Parliamentarian).

• On behalf of the nominating committee, Scott Markel conveys feedback from two O|B|F members expressing their unanimous support for all three candidates.

• Hilmar nominates Peter Cock for election to the Board of Directors. Aside from having been a core-developer of the Biopython project for several years, he has also been very active on other O|B|F member projects, as well as taken initiative and leadership on various questions and issues that cut across projects.
  • Election held by secret electronic ballot. Results: 4 of 4 votes for, 0 of 4 votes agains, 0 of 4 votes abstain. Peter Cock is elected to the O|B|F Board of Directors. (For the following elections, Peter cast a ballot as BoD member, too.)

• Jason Stajich has expressed his desire to step down from President since the 2010 BoD meeting. Hilmar Lapp is running to replace him, with the goal to get the organization and its procedures into a shape that others would be attracted to step up to this leadership role in 1 or 2 years. Jason will continue to serve as Director At-Large for now.
  • Election held by secret electronic ballot. Results: 4 of 5 votes for, 0 of 5 votes against, and 1 of 5 votes abstain. Hilmar Lapp is elected President of the Board of Directors of the O|B|F. Jason Stajich is now Director at-large.

• Nomi Harris runs for the now-vacant Parliamentarian office on the Board. Her goal for this office is in particular to recruit new members to O|B|F as well as to the Board, and to increase community and membership engagement.
  • Election held by secret electronic ballot. Results: 5 of 5 votes for, 0 of 5 votes agains, 0 of 5 votes abstain. Nomi Harris is elected Parliamentarian of the Board of Directors of the O|B|F.

iii. Alternative procedure for elections.

• Jason has suggested that certain matters could be amenable to and benefit from voting or deciding outside of public BoD conference call meetings.
  • This would allow us to handle matters of a mostly procedural nature, and matters that have already been discussed but for which voting had to be delayed due to procedural or administrative reasons, in a much more expedient and efficient way.
  • Jason cited experience from other societies in which he serves where this is used successfully. Hilmar could not find any evidence in the O|B|F Bylaws that suggests or requires that all decisions and votes be in the context of a BoD meeting.
  • Nonetheless, we should not (ab)use this to have even fewer BoD conference calls, as these happen rather infrequently already anyway.
  • The BoD is unanimously in favor of pursuing this further. As a next step, Hilmar will draft a procedure.

iv. Other items.

• Nomi reports that both keynote speakers for BOSC are now committed (Suzi Lewis and Jonathan Eisen). The BOSC committee decided not to have a third keynote.

Hilmar moves to adjourn. Jason, Nomi, ChrisD, and Peter second. Meeting adjourned at 12.04pm with unanimous consent.

Action Items:

• ChrisD to determine missing or pending status of 2010 BOSC travel awards so that the 2010 financial report can be approved.
• Hilmar to draft a procedure for handling suitable matters for voting or decision outside of BoD meetings.