BRIDGE FOUNDRY, INC.
BOARD OF DIRECTORS
MEETING MINUTES
December 15, 2019
Board Members Present: Sarah Allen, Isa Herico, Melissa Xie
Guests Present: None
This meeting of the Bridge Foundry Board of Directors was held on Sunday, December 7, 1:00 p.m. Eastern Time/10:00 a.m. Pacific Time, having quorum with everyone participating through an online video conference with live audio and screen-sharing.
CEO
Sarah Allen announced her intention to step down as CEO. She will remain in the position until a replacement is found. The Board discussed how to approach an inclusive process for hiring a new CEO and upon motion duly made and seconded, it was
RESOLVED: that Bridge Foundry is committed to inclusive operations, engaging volunteer leaders in decision-making, while empowering staff to run the organization efficiently. The Bridge Foundry Board of Directors will remain composed of volunteers and will ensure community representation.
RESOLVED: that Bridge Foundry explore hiring a CEO who would drive our mission forward and is able to work independently to amplify and expand the work of volunteers across our diverse and geographically-distributed organization.
RESOLVED: that Bridge Foundry establish a virtual office to store records of the organization; and it was further
RESOLVED: that Melissa Xie is charged with reviewing and recommending options for establishing a job description and budget, as well as conducting an inclusive hiring process. This may involve hiring a paid facilitator, if appropriate.
Board Chair
Ilen Zazueta-Hall is stepping down as chair as of December 31, 2019. Thank you, Ilen, for your service.
Upon motion duly made and seconded, the Board unanimously voted to elect Sarah Allen as Chair of the Board, starting January 1, 2020.
New Sponsorship and Impact Reporting
Sarah Allen reported a new sponsorship where the donor shall remain confidential, although Bridge Foundry should offer the opportunity to acknowledge them periodically when we acknowledge other sponsors and when the funds have generated impact. The $200,000 donation is unrestricted. Though the funds may be used generally, this sponsor is interested in a report on the impact, specifically, on the Go developer community as a whole and diversity initiatives within the Go developer community (via GoBridge).
Bridge Foundry will provide quarterly reports at the end of Q4 2019 and at the end of each quarter in 2020. The quarterly reports will document the impact of the work we are doing to support the Go developer community. Transparency (available https://operations.bridgefoundry.org/corporate-docs/).
The Board discussed how to take an agile, iterative approach to reporting on the impact of the organization and upon motion duly made and seconded, it was
RESOLVED: that Sarah Allen is charged with reviewing and recommending options for providing quarterly reports, including staff oversight and community feedback.
Banking Policy Clarification
The Board discussed that the intent of the banking policy was to ensure an approval process for large expenses. Receiving unrestricted funds of any amount may be received and reported as part of the normal financial reporting process. The following paragraph was not clear:
Any two (2) officers or individuals authorized by the Board may, on behalf of the Corporation transact, and delegate its respective authority to transact business with third-parties that do not exceed the amount of $5,000 per transaction. Single transactions that exceed this threshold, or multiple transactions with a single third-party that exceed this threshold within a three month period, shall require majority approval by the Board of Directors.
Upon motion duly made and seconded, the board approved that the above paragraph would be replaced by the following change:
Only the Board of Directors may delegate authority to incur expenses over $5,000. Single expense transactions that exceed this threshold, or multiple transactions with a single third-party that exceed this threshold within a three (3) month period, shall also require majority approval by the Board of Directors.
Furthermore, if an authorized transaction requires a contract, only the CEO is authorized to sign on behalf of the organization.
Respectfully submitted,
Isa Herico
Recording Secretary