ProgHist Ltd Board of Directors Meeting 12 December 2019

[drjwbaker]

ProgHist Ltd Board of Directors Meeting 12 December 2019

Time: 9:00 AM - Mexico time; 10:00 AM - EST; 3:00 PM - British time; 4:00 PM - CET

Chair: @amsichani (in place of @acrymble)
Secretary: @drjwbaker
Members: @amsichani @spapastamkou @drjwbaker
Apologies: @acrymble @svmelton @rivaquiroga
Minutes of the last meeting: 2019-10-03_ProgHistLtd-BoD.docx

Agenda

1. Apologies
2. Approval of Minutes from last meeting & actions status
3. ProgHist Directors administration (e.g changes of address)
4. Finance update (income, spend, monthly subs) @drjwbaker
5. Any Other Business
6. Agree date of next meeting

PLEASE SUGGEST AGENDA ITEMS IN THE TICKET FOR INCLUSION
Note, the remit of the Board of Directors is restricted to the terms of ProgHist Ltd, which - broadly speaking - supports the the financial and legal business of The Programming Historian and its members (that is, the Editorial Board #1405 (comment)).

Notes

Per our Articles of Association (hit 'View PDF' link) and gov.uk notes on running a company a few notes in terms of procedure for the meeting:

• our quorum is 3 (Article 9.1) and our max size 7 (Article 13)
• we vote, and in split decisions the chair has the casting vote (Article 10.1)
• we need to keep records of decisions (Article 12) and resolutions (GovUK)

[spapastamkou]

@drjwbaker November?

[svmelton]

My apologies, all—I'll be in another meeting at this time.

[drjwbaker]

@drjwbaker November?

Sorry, brain fade. December.

[spapastamkou]

I was only afraid I had missed something bcz of my brain:-) I'll be there

[arojascastro]

Should I attend?

[drjwbaker]

@arojascastro Not this one. We agreed that that Managing Editors would represent each publication on the Board of Directors (2019-10-03_ProgHistLtd-BoD.docx). As a Member of ProgHist Ltd, you get to vote at the Annual General Meeting #1438 (comment) (and remember, we've set this up so that the Editorial Board - the Members - can always outvote the Board of Directors)

[drjwbaker]

My apologies, all—I'll be in another meeting at this time.

Do you want to send a member of the EN team in your place? Our Articles of Association allow for it.

[arojascastro]

@arojascastro Not this one. We agreed that that Managing Editors would represent each publication on the Board of Directors (2019-10-03_ProgHistLtd-BoD.docx). As a Member of ProgHist Ltd, you get to vote at the Annual General Meeting #1438 (comment) (and remember, we've set this up so that the Editorial Board - the Members - can always outvote the Board of Directors)

Oki doki! Just to confirm if I have to apologize or not

[svmelton]

My apologies, all—I'll be in another meeting at this time.

Do you want to send a member of the EN team in your place? Our Articles of Association allow for it.

That would be great! Is anyone else from @programminghistorian/english-team available to attend at that time?

[rivaquiroga]

Sorry, I won't be able to attend this time. I'm teaching on Thursdays morning. Does anyone from the @programminghistorian/spanish-team want to attend to represent the team?

[jenniferisasi]

Unfortunately, I cannot represent the ES team this time as I’ll be attending a DH institute.

[mdlincoln]

@drjwbaker I believe I am on the board of directors as well...? or was it another group for which @acrymble sent a formal invite to me?

[drjwbaker]

You were invited to be a Member (so, attend the Annual General Meeting). Board is listed here https://beta.companieshouse.gov.uk/company/12192946/officers (Project Dev Team + Managing Editors).

[mdlincoln]

ohhhhh gotcha - thank you. Still trying to wrap my head around the various org structures and names.

[drjwbaker]

Yeah. I know. A lot of change. I'm mindful of this.

[arojascastro]

Yes, I share the same feeling! Why is not this available on our website? Where is our transparency and open access and kind of "democratic" flat structure gone? I respect you a lot, but since we became a "Ltd" I do not understand the rules that govern us -- partly because they are British rules, and I am sorry I am not British and I only lived five months in London some years ago.

Said this, thanks for the hard work! I love you.

[acrymble]

We can definitely add this to the wiki. Don’t overestimate the power of this board. It pretty much just files paperwork and tries to raise money to cover our expenses

On Thu, 12 Dec 2019 at 10:51, Antonio Rojas Castro ***@***.***> wrote: Yes, I share the same feeling! Why is not this available on our website? Where is our transparency and open access and kind of "democratic" flat structure gone? I respect you a lot, but since we became a "Ltd" I do not understand the rules that govern us -- partly because they are British rules, and I am sorry I am not British and I only lived five months in London some years ago. Said this, thanks for the hard work! I love you. — You are receiving this because you were mentioned. Reply to this email directly, view it on GitHub <#1579?email_source=notifications&email_token=AAE5354NZGJ5D2U3L6SEX7TQYIJUNA5CNFSM4JW4LNIKYY3PNVWWK3TUL52HS4DFVREXG43VMVBW63LNMVXHJKTDN5WW2ZLOORPWSZGOEGWIWGA#issuecomment-564955928>, or unsubscribe <https://github.com/notifications/unsubscribe-auth/AAE5354TBTERTBZSCUWTCU3QYIJUNANCNFSM4JW4LNIA> .

-- Adam Crymble Chair, ProgHist Ltd. ProgHist Ltd is a Not for Profit Company Limited by Guarantee, Registered in England, Company Number 12192946 https://programminghistorian.org/

[drjwbaker]

Agreed with @acrymble: the Ltd is paperwork not power. Also we link to the list of Directors at https://programminghistorian.org/en/about#funding--ownership. Fixing the wiki now.

[amsichani]

I am going to step in - as a non-British living in the UK for 9 years now (with several central/SE EU breaks). There is a lot of bureaucracy and protocol and rules in setting a Ltd in the UK, but I can assure you that the process is way more transparent and straightforward that anywhere else (esp in SE Europe where these things are always too foggy and risky, tax-wise).
Given this and having in mind that we needed to invent a way to have access to funding streams in order to support PH work and expansion, the idea of setting up a UK-based Ltd was, in my eyes, one of the most easy and straightforward ways and this is why it was agreed to proceed with it. I am always thinking that the Ltd is (one of) the (legal /admin) mechanism to support our expanding work as PH.
I can't stress enough how lucky we are to have @drjwbaker and @acrymble on board who are used (more than me, I guess) to the British bureaucracy, and paperwork and they have the rare and precious skill to read all this legal jargon and "translating" it to 'plain English' for the rest of us. I can confess that I am , as the third director of the Ltd, finding also hard to follow as much as I wish with all the (sometimes overwhelming) documentation and articles and procedures but it's an inevitable part of the Ltd.
So , my suggestion is

• for the Directors and members of the Ltd: keep up the good work, try as much as you can to make things easy and transparent and accessible and be always available for clarifications, if needed.
• the rest of the PH EB: try to follow as much as you can on the Ltd, but please don't feel that you are excluded or that you are missing the party. The Ltd wouldn't be there if not to support the PH work and it is the hard PH work that should be celebrated and supported. Again and again.

[drjwbaker]

I've updated the wiki with a page summarising the scope of ProgHist Ltd, who does what, and basic responsibilities https://github.com/programminghistorian/jekyll/wiki/ProgHist-Ltd

[drjwbaker]

Where is our [..] kind of "democratic" flat structure gone?

@arojascastro if you are concerned about this please contribute to #1543 As we have moved away from a flat structure by creating sub-teams, we are proposing to give sub-teams reasonable powers to do things without consulting the rest of the project team.

[drjwbaker]

Meeting has taken place, actions have been allocated, and minutes have been circulated to all on the Register of Members. Next meeting is 13 February 2020 #1594