Add Board Minutes!

docs/corporate-docs/board-of-directors-minutes/2017-07-30-minutes.md

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+**BRIDGE FOUNDRY, INC.**
+
+**BOARD OF DIRECTORS**
+
+**MEETING MINUTES**
+
+July 30, 2017
+
+Board Members Present: Melissa Isa Herico, Karen Herreid, and Sarah Allen 
+
+Guests Present: None
+
+The first meeting of the Bridge Foundry Board of Directors was held on Sunday, July 30, 2017, with everyone participating by online video-conference with live audio and screen sharing.  
+
+Sarah Allen assumed her role as chair of the meeting and noting the presence of a quorum called the meeting to order at  3 p.m. and Sarah Allen also acted as recording secretary. 
+
+Draft resolutions for the initial board meeting as well as draft bylaws were provided to all participants before the meeting.  The resolutions and the bylaws were reviewed and the following changes were suggested by the Board:
+
+
+
+* add language to the bylaws requiring the organization to maintain director & officers insurance;
+* add language to the resolutions requiring D&O insurance be obtained before the organization conducts further business (except for qualifying as a foreign corporation in California); 
+* add language to the resolutions regarding qualifying as a foreign corporation in California; and
+* add language to the bylaws establishing a COO position.
+
+Legal counsel will be asked to make the requested changes and the documents will be circulated to the Board of Directors for final review and approval.
+
+The Board discussed establishing an account for electronic document signing.  Sarah Allen will look into the process for doing so and report back to the Board regarding any costs for doing so.
+
+The Board also discussed its continuing commitment regarding transparency and upon motion duly made and seconded, it was
+
+RESOLVED: that Bridge Foundry is committed to transparency in all of its operations, while keeping private information of individuals private to ensure safety and respect, and Bridge Foundry seeks to create policies to support its goals of transparency without creating an operation burden on the organization.
+
+The Board discussed how to facilitate the maintenance of documents consistent with the organization’s pledge of transparency and upon motion duly made and seconded, it was
+
+RESOLVED: that Bridge Foundry establish a virtual office to store records of the organization; and it was further
+
+RESOLVED: that Sarah Allen was charged with reviewing and recommending options for establishing a virtual office and report to the Board of Directors at the next meeting regarding same. 
+
+There being no further business, the meeting was adjourned at 5 p.m.
+
+Respectfully submitted,
+
+
+s/ Isa Herico
+___________________
+
+Recording Secretary

docs/corporate-docs/board-of-directors-minutes/2017-08-17-minutes.md

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+**BRIDGE FOUNDRY, INC.**
+
+**BOARD OF DIRECTORS**
+
+**MEETING MINUTES**
+
+August 7, 2017
+
+Board Members Present: Melissa Isa Herico, Karen Herreid, and Sarah Allen 
+
+Guests Present: None
+
+The July 30, 2017 minutes were reviewed and accepted unanimously.
+
+The second meeting of the Bridge Foundry Board of Directors was held on Monday, August 7, 2017, with everyone participating by online video-conference with live audio and screen sharing.  
+
+Upon review of the Bridge Foundry 501(c)3 application with the Bridge Foundry Transition Board, Sarah Allen assumed her role as chair of the meeting and noting the presence of a quorum [of the Bridge Foundry Board of Directors] called the meeting to order at  7:15 p.m. 
+
+The board reviewed the statement of work for the contract between Bridge Foundry and Enrich for Diana Luepke to serve as Acting COO through November 2016 to help establish governance and manage operations for the transition.  The contract will be finalized by Sarah Allen, as CEO, after legal review.  Attached is the document - Transition Consulting, Acting-COO Compensation - which Sarah Allen prepared documenting research that informed compensation for the Enrich contract. The board discussed oversight of work by Enrich, and delegated such oversight to Sarah Allen as CEO, including future contract extensions or amendments. [RESOLVED]
+
+The board reviewed and accepted the Gift Policy.
+
+RESOLVED: that Bridge Foundry is committed to creating a sustainable organization and, in support of that goal, all decisions governing how compensation is determined and the selection process for vendors, employees and contractors will be summarized and stored in its virtual office.  
+
+RESOLVED: the Bridge Foundry virtual office shall have a publicly readable index that references private and public information.  The index will be linked to from Bridge Foundry's public website.  The index may be updated from time to time by the CEO or their delegate. 
+
+There being no further business, the meeting was adjourned at 7:45 p.m.
+
+Respectfully submitted,
+
+
+s/ Isa Herico
+___________________
+
+Recording Secretary
+
+
+
+Attachment 1:
+
+
+## Transition Consulting, Acting-COO Compensation
+
+We seek to hire Enrich/Diana Luepke, who currently also contracts as Executive Director for School Factory.  Her proposal is to charge us the same rate that she charges all of her clients, including School Factory ($40/hour).
+
+According to payscale.com[^1], the hourly rate for non-profit COO is $10-$45/hour (10th - 90th percentile) with a median rate of $30/hour.  While $40/hour is at the high end of that range, typically this would be an employee role with payroll taxes covered and sometimes benefits.   In this case, she is a contractor so bears the additional expenses herself.
+
+We believe that her deep experience with our organization and proven efficiency will significantly reduce the number of hours required for this transition work.  Also, though the statement of work does not require someone with her level of experience, we value the strategic consulting that she can offer during the process, as we set up our new Board of Directors in parallel with the transition engagement.
+
+
+<!-- Footnotes themselves at the bottom. -->
+## Notes
+
+[^1]:
+     [http://www.payscale.com/research/US/Job=Chief_Operating_Officer%2C_Non-Profit_Organization/Salary](http://www.payscale.com/research/US/Job=Chief_Operating_Officer%2C_Non-Profit_Organization/Salary)

docs/corporate-docs/board-of-directors-minutes/2018-01-09-action.md

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+**BRIDGE FOUNDRY, INC.**
+
+**BOARD OF DIRECTORS**
+
+**BOARD ACTION**
+
+January 9, 2018
+
+Board Members Present: Sarah Allen, Isa Herico-Velasco
+
+Guest Present: Ilen Zazueta-Hall, Bridge Foundry Program Board Chair
+
+On December 30, 2017, Sarah Allen, Chairman, proposed, via email, that Ilen Zazueta-Hall be promoted to Board of Directors member and Chair via email.  Isa, Secretary, agreed to the motion.
+
+On January 9, 2018, Karen Herreid, Treasurer, has taken a leave of absence until otherwise noted.  The approval of Diana Luepke’s payment for services will fall into the responsibility of Sarah or Isa.
+
+Having quorum with Sarah and Isa, the outstanding motion of adding Ilen Zazueta-Hall to the board has been carried.  Starting today, Ilen is Bridge Foundry Board member and Chair.
+
+Respectfully submitted,
+
+
+s/ Isa Herico-Velasco
+___________________
+
+Recording Secretary

docs/corporate-docs/board-of-directors-minutes/2018-08-18-action.md

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+**BRIDGE FOUNDRY, INC.**
+
+**BOARD OF DIRECTORS**
+
+**BOARD ACTION**
+
+August 18, 2019
+
+Board Members Present: Sarah Allen, Isa Herico, Ilen Zazueta-Hall
+
+Guest Present: Melissa Xie
+
+On July 31, 2019, Ilén Zazueta-Hall, Chair, proposed, via email, that Melissa Xie join the Bridge Foundry Board of Directors as member and hold the office of Treasurer.  Board members Isa, Secretary, and Sarah, CEO, agreed to the motion.
+
+Having quorum with Sarah, Ilen and Isa, the outstanding motion of adding Melissa Xie to the board has been carried.  Effective July 31, 2019, Melissa is a Bridge Foundry Board member and Treasurer.
+
+On August 9, 2019, Isa and Sarah submitted a request with the organization’s bank, to add Melissa as an authorized signer.
+
+On August 14, 2019, Sarah Allen, Chairman, announced to the Bridge Foundry Program Board, Melissa’s new role.
+
+Respectfully submitted,
+
+/s Isa Herico-Velasco
+
+___________________
+
+Recording Secretary

docs/corporate-docs/board-of-directors-minutes/2019-12-15-minutes.md

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+**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/](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