MWStake incorporation/Board meeting

The inaugural board member meeting topics:

Note: The blocks in preare from MWStake's lawyer.

1. MWStake incorporation
   • Status
2. Board/Officer role/title selection
   • Basic non-profit rolls: president, treasurer, and secretary

   The "normal" officer positions to accomplish the statutory functions of a corporation are president, treasurer, and secretary (one to be in charge and execute directions of the board, one to handle and account for the finances, and one to keep records).  They can be called whatever one desires and the same person can conduct more that one function, although if there are enough people it is preferable to separate the duties.  For a non-profit such as yours, there are also issues of accountability that strongly argue for separating the duties, so that no one person has too much power.
   
   For the board itself, there are no positions, although most boards will elect a chairperson to run the meeting.  Other than that, you are free to choose whatever structure works for you.
   

3. Membership/election/term
   • How membership is granted
   • How officers are selected
   • How board members are selected

   First, let me propose a "model" that may help provide some guidance.  If you think of how a chamber of commerce works, I think that will be similar to what you hope to achieve operationally and therefore structurally.  To make it easier, consider a local chamber of commerce.  Businesses become members of the chamber, usually by paying annual dues and submitting an application/registration (membership is open and the application is not really meant to be part of an approval or acceptance process, although there can be an adherence to certain shared goals or values).  These members then elect a board to make decisions for the chamber.  It may be that these board members also serve to execute the directions of the board in smaller chambers; larger groups will often hire someone to act as "president," executive director," or "CEO."
   
   Hence, I think your first consideration is how businesses/people become members of #mwstake.  Are there different classes of members?  (it may be simpler to start with just one class)  Are there membership dues, how much, and what basis (annual, bi-annual,etc.)?
   
   How will members then elect the board.  Usually the election begins with some nominating process.  Boards that exercise more control usually have a nominating committee, with open nominations having to go through some qualification process, such as requiring a certain number of members to sign a nominating petition to have their candidate placed into nomination (to avoid having hundreds of nominees).  
   
   Will there be any restrictions or qualifications on nominees?  For example, will board members represent geographic areas?  (example: two board members from North America, two from South America, two from Europe....you get the idea)  Does it make more sense to have industry representation, or role representation?  (wiki users, developers, etc).  
   
   Since #mwstake operates in the tech realm, I am assuming there may be some sort of online meeting or election to choose the board.  
   
   There is also a choice between electing an entire board each year, or some other schedule, versus having staggered elections.  The latter provides some consistency and institutional memory as it is common to only have a third or some other part of the board elected and subject to change each year.  That also makes it harder for a complete change in leadership in the short-term, which can be good or bad depending on one's view of the board at the time.
   
   As I mentioned before, the customary officer positions to fill are those of president, treasurer, and secretary.  I find that these titles and roles make sense to most people without detailed explanations.  Since you are starting small, you may want to consider electing these positions from the initial board.  The president would then also preside over board meetings and any general meeting (which could be online).  The treasurer would handle finances, and the secretary would record and handle the official records, including who is listed as a member.  As #mwstake grows, you may then consider having someone act as an executive director to carry out the day-to-day operations of #mwstake.
   
   Keep in mind that what you set up now can change over time to serve the needs of #mwstake.  You should finally consider how these changes to the bylaws would be made.  Changes can be made by the board, perhaps with a super-majority vote, or you may choose to have bylaw changes submitted to the membership, either after the board proposes the change or some percent of members petition for the change.
   

4. Non-profit type
   • 501(c)(6) vs. 501(c)(3) - See here for more information
5. Funding
   • We are funded through a WMF grant ($2,000) for incorporation, funding for non-profit status (estimated cost is $1,500) is still undecided.
     • Self fund
     • 2^nd Rapid grant
6. Bylaws
   • Our lawyers are drafting a standard non-profit bylaws
   • We can edit as we see fit

   We (our lawyer) usually draft general bylaws for the normal positions, however, if you have a particular operating concept in mind, please let me know.  I am also interested in how you plan to choose the board members on an ongoing basis.  Part of this equation will also be determining who is a member of MediaWiki Stakeholders' Group and who gets to vote for the board.
   

7. Insurance

   Generally you are looking at two types of insurance: commercial liability to protect the organization and "errors and omissions" coverage to protect the board members and officers.  The latter is often provided by more established organizations (as opposed to organizations like the local soccer club) to encourage people to take on the roles of responsibility, although it is not required.  This coverage could be purchased by individuals.
   
   Each business/non-profit have its own risk profile to consider in the commercial liability area.  Those companies that demolish large city buildings with carefully placed explosives will have some different risks than MWStake.  At the same time, you will have similar concerns for risks like sexual harassment claims.
   
   I (our lawyer) would recommend contacting an insurance professional who could go into the details, answer your questions, then come up with some price quotes.  In the Smoker group of companies is Smoker-Sheaffer Insurance LLC.  They broker insurance coverage and their website is smokersheaffer.com  You certainly don't need to go through Smoker-Sheaffer -- that makes no difference to me -- and you may know of other insurance agents/brokers to contact and compare.
   

8. Goals for the future
   • Cindy - SMW Audit
   • Lex - Consider endorsement/support for/of conference "SearchAndWiki 2019" on selected knowledge transfer aspects
   • Brainstorm on others