MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS
28 September 2015
A public session of a regular meeting of the Board of Directors (the “Board”) of the Node.js Foundation, a Delaware notforprofit membership corporation, was held on 28 September 2015 at 2:00pm Pacific Time via teleconference.
- Scott Hammond (Joyent)
- Brian McCallister (Groupon)
- Charlie Robbins (GoDaddy.com)
- Rod Vagg (NodeSource)
- Gianugo Rabellino (Microsoft)
- Rich Sharples (Red Hat)
- Todd Moore (IBM)
- Danese Cooper (PayPal)
- Mikeal Rogers (The Linux Foundation)
- Scott Nicholas (The Linux Foundation)
- Todd Benzies (The Linux Foundation)
- Laura Kempke (The Linux Foundation)
- Sarah Richmond (Gesmer Updegrove, LLP)
Call to Order
Director Cooper called the meeting to order at 2:08pm Pacific Time and Mr. Benzies recorded the minutes. A quorum of Directors was established for the conduct of business and the meeting, having been duly convened, was ready to proceed with business.
Antitrust Compliance Notice
Mr. Nicholas reviewed the Antitrust Compliance Notice contained within the agenda deck distributed for the meeting.
Welcome Red Hat
Mr. Nicholas introduced the topic of Red Hat joining the Node.js Foundation as a Platinum Member. He then presented a resolution to acknowledge Red Hat’s membership, and upon motion duly made by Director Cooper and then seconded by Director Moore and unanimously adopted, the following resolution was approved:
That the Board hereby acknowledges that Red Hat has joined the Node.jsFoundation as a Platinum Member. That Red Hat's membership in the Node.js Foundation is effective as of today. That the Board hereby acknowledges the appointment of the following individual by Red Hat to serve as a Platinum Director (as defined in the Bylaws): Rich Sharples
Mr. Nicholas reviewed the current membership and directors.
Approval of Minutes
Mr. Nicholas asked the Directors to approve the minutes of the public session of the August 31, 2015, meeting of the Board of Directors, which had been attached as Exhibit A to the slide deck distributed in advance of the meeting. Upon motion duly made byDirector Rabellino, seconded by Director Moore and approved by all Directors in attendance, the following resolution was adopted:
That the minutes of the public session of the August 31, 2015, meeting ofthe Board of Directors, in the form attached hereto as Exhibit A, are hereby confirmed, approved and adopted.
Mr. Rogers introduced the agenda. There were no additional topics added.
Schedule Board Retreat Q1 2016
Mr. Rogers introduced the topic of a Board retreat during the first quarter of 2016, noting that colocating with Linux Foundation Collaboration Summit during March 2931 in Lake Tahoe, CA is a potential option for consideration.
There was a suggestion to hold the Board retreat adjacent to a Node.js event, instead. Discussion ensued leading to the outcome that Mr. Rogers would determine if Node Summit will be happening during the first quarter of 2016 and a potential colocation could happen there.
Mr. Rogers introduced the topic of the TSC progress and asked Director Vagg to provide an update. Director Vagg noted that v4 was released roughly on schedule and almost universally positively received. He noted that the initial adoption numbers from npm are at 12.5% of the total for v4.
A question was raised as to whether v4.1.1 is now listed as stable. Director Vagg confirmed that as accurate.
A question was raised as to whether the TSC is still on track for LTS. Director Vagg confirmed that the TSC is still on track and that this is planned for the first week of October.
Mr. Rogers introduced the topic of the umbrella program. Mr. Rogers noted that they have put together a policy to incubate new toplevel projects and that the document is almost finalized
after having received great feedback from many people in the community. Mr. Rogers noted that the TSC is schedule to put this doc for approval within the next week and from there, they will open up for a couple toplevel projects to join.
Director Cooper recommended that Director Rabellino also take a look at this document from an Apache perspective. Director Rabellino agreed.
Recap of September Events
Mr. Rogers introduced the topic of September events, noting that NodeConf EU went very well. He noted that he is going to adapt the questions from the panel discussion into an FAQ.
Mr. Rogers introduced the topic of Code and Learn, noting that three tutorials have now taken place with the purpose getting people involved in core directly. Mr. Rogers stated that the main takeaway was the reverse the structure by developing a local program and then once somewhat established, send a core contributor to that group.
A question was raised about the expectations versus the outcome of the Code and Learn. Mr. Rogers noted that they program will grow quicker than initially thought. He also noted surprise that London performed better than Waterford, which was not expected.
Director Cooper encouraged the Board to be present at larger events. Director Moore agreed with the importance, noting that people had really interesting questions.
Mr. Rogers introduced the topic of Individual Membership and gave an overview of the process flow as detailed in the Board package. He noted that Individual membership is free for contributors and students to sign up. He explained that once this is live, the Foundation can start accepting individual members and eventually run an election for Board representation.
KPIs and Future Goals
Mr. Rogers introduced topic of KPIs and future goals, noting that the potential Foundation metrics could be members, projects admitted, and revenue, while the potential Project metrics could be new contributions, contribution activity, and contributor retention.
A suggestion was made to consider metrics around the share of press. Mr. Rogers clarified that the PR Manager provides a monthly marketing report to the Marketing Committee that includes share of press, as well as many other marketing metrics.
Another suggestion was made to create a survey around net promoter score.
Plan for Future Meetings
Mr. Nicholas introduced the topic of planning for future meetings. Discussion ensued leading to the outcome that the monthly Board meeting will be held on the fourth Monday of month at 5:00pm Eastern Time, with exception of October. The October Board meeting will be moved to Monday, November 2nd at 5:00pm Eastern Time.
Ability for Committees to Add Members
Mr. Nicholas introduced the topic of adding members to Board Committees, in following up from a question received at the prior Board meeting. Mr. Nicholas explained that according to counsel the Board of Directors should make changes to Board Committees, versus the committees themselves.
A question was raised as to whether this only applies to Board Committees or if it also applies to Committees of the Members, for example the Marketing Committee. Mr. Nicholas took the action to provide an update in the next Board meeting.
At 2:47pm Pacific Time,upon motion duly made by Director Cooper and seconded by Director Moore, the Directors voted to adjourn the public session of the meeting of the Board of Directors.