Meetings/2016-10-20

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Wikimedia Canada Board Meeting - October 20th, 2016

Meeting Information

• Location: Online
• Date: October 20, 2016
• Time: 18:00 (EDT)

Minutes

Opening Business

• Meeting chaired by: Jean-Philippe Béland (Chair and Vice-President)
• Jean-Philippe Béland opens the meeting at 18:00 (EDT).
• Jean-Philippe Béland motions to allow Philippe-Olivier Daniel to attend the meeting. Benoit Rochon seconds. No opposition. Motion accepted.
• Jean-Philippe Béland motions to accept the minutes of the two previous Board Meeting as written. Benoit Rochon seconds. No opposition. Motion accepted. Note: The minutes of the last two meetings are not yet approved to be made public since Patrick Paul want to review them in case he wants to redacted out some parts.
• Jean-Philippe Béland motions to accept the agenda. Benoit Rochon seconds. No opposition. Motion accepted.
• Attendance:
  • Benoit Rochon (President)
  • Jean-Philippe Béland (Chair and Vice President)
  • Jeffery Nichols (Secretary)
  • David Fourney (Treasurer)
  • James Heilman
  • Philippe-Olivier Daniel
• Absent:
  • Ha-Loan Phan
  • Patrick Paul

Standing Items

1. Membership Update: No change since last meeting.
2. Budget Update: David Fourney brought up some concerns regarding the band fees and conversion from USD to CAD.

Old Business

1. French PayPal Donation/Membership Page. No change since last meeting. The Treasurer will meet with Patrick Paul to figure out a solution. Jeffery Nichols offers his help. (Action by: Treasurer)
2. Corporate insurances for Bibliothèque et Archives nationales du Québec (BAnQ)'s office. No change since last meeting. On a similar topic, David Fourney mentioned that we may need Director Liability Insurance. Philippe-Olivier Daniel suggests that we do not need it yet, first we need to investigate what items that we are actually liable for, it will become more important when we grow, i.e. have employees, but it may not be important now. Philippe-Olivier Daniel will investigate and circulate the information among the Board for further discussions and decision. (Action by: Benoit Rochon and Philippe-Olivier Daniel)
3. Update Industry Canada. Industry Canada is updated with all new board members. (Info)
4. Transfer of the bank account. The process is on-going. Benoit Rochon is working to get a single account manager at Royal Bank of Canada (RBC) for Wkimedia Canada (WMCA). Philippe-Olivier Daniel offers to help since he works close to the largest RBC in Quebec. (Action by: Benoit Rochon, David Fourney, Ha-Loan Phan, Jean-Philippe Béland and Philippe-Olivier Daniel)
5. Transfer of the PayPal account. The transfer is completed. David Fourney has access, but he does not know who is the Primary Account Holder. He will investigate that and change the legal name on the account, etc. (Action by: Treasurer)
6. Roles and Responsibilities of the officers/directors. Jean-Philippe Béland presents the new policy on Roles and Responsibilities of the officers/directors to the Board. Benoit Rochon mentions that Ha-Loan Phan has concerns about the financial contribution. Jean-Philippe Béland clarified that "meaningful" means at a personal level, so the CAD 10 membership fee could be enough. The Board tabled the acceptance of the policy to the next Board Meeting. All board members will review it before the next meeting. (Action by: All board members)
7. Strategic Plan. No change since last meeting, the work is in progress (Action by: Jean-Philippe Béland)
8. Mailing lists. No update since Patrick Paul is absent and he did not update any other board member about this. (Action by: Patrick Paul)
9. Ethics Agreement and Contract for the Atikamekw Project
   1. Benoit Rochon sent the Ethics Agreement to all board members by email prior to the meeting. He did not receive any concerns from board members. Benoit Rochon, Jean-Philippe Béland and Philippe-Olivier Daniel are working on the contract for the part time local coordinator. This contract will be disseminated to all board members by email and will be discusses at a future Board Meeting. (Action by: Benoit Rochon, Jean-Philippe Béland and Philippe-Olivier Daniel)
   2. Jean-Philippe Béland motions to allow Benoit Rochon to sign the Ethics Agreement on behalf of WMCA with the representative(s) of the Manawan Atikamekw Community. Benoit Rochon seconds. No opposition. Motion accepted. (Action by: Benoit Rochon)
10. Financial rules. David Fourney is still working on them. (Action by: Treasurer)

New Business

1. Moving corporation's legal address. Currently WMCA's legal address is still in Thornhill, Ontario (Alan Walker's home address). Benoit Rochon suggests that the legal address could be changed to our new office at Bibliothèque et Archives nationales du Québec (BAnQ) in Montreal, Quebec. David Fourney mentions that there is financial implication with Revenue Canada in moving the legal address to another province. David mentions that hard-copies of corporate documents need to be actually at our legal address. Only viable to achieve that at this point would be to move the legal address to the office in BAnQ in Montreal in order to be compliant with record keeping for the Canadian Revenue Agency (CRA). Right now, most of our documents are in the cloud and Jeffery Nichols has the hard copies of what he wrote to Industry Canada. He will scan his hard copies and put them in the cloud. He will retain the hard copies. Philippe-Olivier Daniel proposes that our legal address could be at a law firm. He offers to use his law firm's legal address. James Heilman mentions that this is the way that WikiMed operates, their legal address is the address of their pro bono law firm. Philippe-Olivier Daniel will get the details for the next Board Meeting. A special meeting of the members will need to be called to change province. Also there is likely a cost involved. (Action by: Jeffery Nichols and Philippe-Olivier Daniel)
2. Board Memebers Action Items List. Benoit Rochon and Jean-Philippe Béland have been working on a record sheet for board members' action items as well as recurring tasks, mainly for the officers, including the timeframe for every tasks. It is only a draft right now. Benoit Rochon invites all board members to review it. All board members will send their comments to Benoit Rochon or on the board mailing list and we will discuss it at the next Board Meeting. (Action by: All board members)
3. Membership / Fundraising. Benoit Rochon wll develop a welcome message in both languages for new members. The Board will discuss the membership and fundraising strategies at a future Board Meeting. (Action by: Benoit Rochon)
4. Cheque Book. David Fourney mentions that he saw cheque being written in the history of the bank account. He is asking where is the cheque book. Benoit Rochon mentions that most likely those were not actual cheque. He will investigate this issue. (Action by: Benoit Rochon and David Fourney)

Discussions Points and Annoucements

1. Atikamekw Project. Benoit Rochon and Jean-Philippe Béland are going to Manawan, Qeuebc to train teachers and other people from the community on how to edit Wikipedia. This is the first project with Aboriginals in Canada.

Closing Business

• Jean-Philippe Béland motions to close the meeting. David Fourney second. No opposition. Motion accepted.
• Meeting closed at: 19:01 (UTC-5)
• Next Meeting: Jeffery Nichols will send a Doodle to schedule to next Board Meeting.

Other Notes or Information

1. NIL.

Authors and Acceptance

• Minutes written by: Jean-Philippe Béland (Vice President)
• Minutes reviewed by: Benoit Rochon (President) on October 22, 2016.
• Minutes accepted as written by the Board on: November 11, 2016.