Board/Policies/20210115-Minutes

Minutes of Directors Meeting On January 15th, 2021

Directors Present

 * Alexander Zimmerman (AZ)
 * Ferran Tufan (FT)
 * Robert Lanphier (RL)
 * Owen Baines (OB)

Additional Attendees

 * None

Meeting Opened at 20:00 UTC and closed at 23:03 UTC.

Key

 * AP: Action Point
 * R: Resolution

Minutes

 * 1) Previous Matters
 * 2) * No updates from RL on SRE Escalation Process Draft. RL asked if a member  of SRE can be put forward to be a contact to assist in the creation of the  process.
 * 3) * FT has started on the Data Processor Inventory; however operational  requirements have meant there was not sufficient time to complete this for this  meeting.
 * 4) * Technical Representative Director document which was ratified by Technical  Volunteers in the first week of January was presented. Queries over the
 * 5) * relationship between this Director position and the Director of Site Reliability  Engineering was posed.
 * 6) * AP: OB to create an initial job description for Director of Site Reliability Engineering.
 * 7) * Discussion regarding confusion around the name of Site Reliability Engineer  and MediaWiki Administrator was brought up by FT. OB advised this is a  matter for the Director of Site Reliability Engineer to solve as it falls under the  purview of such a role.
 * 8) Financial Review
 * 9) * Clarification regarding whether GoFundMe donations count as pre-2021 donations or not. OB stated they were not counted.
 * 10) * R: “Directors resolve that; the financial review should be published for public viewing with the minutes.” (Agreed: AZ, FT, RL, OB)
 * 11) Close of Year Matters
 * 12) * Tax returns and balance sheet was presented to the Board by OB. OB clarified tax liability currently sits as £423.13 for the 2019/2020 financial year (14  months).
 * 13) * RL asked OB to have discussions regarding formatting of documents relating to finances.
 * 14) * R: “Directors resolve that; the statutory accounts proposed are an accurate representation of income and outgoings during the financial year of November  2019 – December 2020.” (Agreed: AZ, FT, RL, OB)
 * 15) * OB explained why the company has an exemption under Section 477 of the Companies Act 2006.
 * 16) * R: “Directors resolve that; pursuant to Section 476 of the Companies Act 2006, there is no requirement from the members to require an auditing of the  statutory accounts.” (Agreed: AZ, FT, RL, OB)
 * 17) Storage of Sensitive Information
 * 18) * FT started by saying the operation of a ‘need to know’ and ‘principle of least privilege’ is not one he disagrees with, and raised the historical context of the  problem (unrestricted Steward access to information the Board shares with  Technical Volunteers only).
 * 19) * OB expanded by saying the way certain information is held could be considered lax as it allows unprivileged people to access it. While a non disclosure agreement provides legal protection, it would not provide  reputational or security protection.
 * 20) * OB and FT discussed the specific wording of the resolution, OB invited an alternative resolution to be proposed by FT to address his concerns specifically.
 * 21) * FT proposed an interim resolution while a detail information security management process was created to address the long-term need to classify all  information being shared between bodies.
 * 22) * AP: FT to draft an information security management process.
 * 23) * R: “Directors resolve that; read and edit access to staff.miraheze.org is only granted to the members of Site Reliability Engineering and the Directors of  Miraheze Limited, and must be removed upon leaving.” (Agreed: AZ, FT, RL,  OB)
 * 24) Terms of Use Enforcement
 * 25) * Concerns were raised regarding allowing Steward unfettered ability to enforce the Terms of Use, namely one raised by OB which is if Steward were able to,  it would require amending policy to allow the Board to revoke a Stewards’  rights without community engagement or consent – something the Board does  not wish to be the case.
 * 26) * Board agreed in principal that it would be appropriate to create a team to handle Terms of Use matters, removing the responsibility from Site Reliability  Engineering.
 * 27) * AP: OB to take lead in developing policies, training, and procedures for the new group.
 * 28) * The Board have agreed the following time lines for the handover:
 * 29) ** February 2021 - The Board will approve the process, policy and training materials for the new group.
 * 30) ** March 2021 – Applications to join the group will be received by those eligible to join.
 * 31) ** April 2021 – Board will hear and decide on applications to form the new group.
 * 32) ** April 2021 – Transfer of responsibility for Terms of Use
 * 33) *** Enforcement will change from Site Reliability Engineering to the Board’s new group.
 * 34) Closing Matters
 * 35) * A late request for an Agenda point was received by the Code of Conduct Commission. Given the time, a decision was made by the Chair to close the  meeting and the request will be considered via email.

R: “Directors resolve that via electronic communication; the minutes above are an accurate representation of the meeting on January 15th, 2021 and that they can be distributed publicly outside of the Directors.” (Agreed: AZ, FT, RL, OB)