Call to order

The meeting was called to order at 10:13 am by Sé Reed.

Sé noted that we are not recording the meeting per the current policy as set forth in the Meeting Notice. 

Introductions

Sé Reed introduced herself, Courtney Robertson and Katie Adams Farrell. Sé acknowledged Katie for her contributions to the organization’s formation behind-the-scenes. The two members in attendance introduced themselves.

Official business

1. Resolution to approve the Bylaws

The Board reviewed the Bylaws DRAFT – KAF edits redlined. Edits included:

• Article I: Membership > 2. Voting Rights – added text to bolster voting rights of members, including approving changes to the program and the appointment of new Board Directors.
• Article I: Membership > 3. Dues – added text to give members voting rights on dues changes.
• Article I: Membership > 5. Termination – added language to emphasize transparency in the termination process.
• Article II: Board of Directors – added 1. Structure to outline the bodies of the Board, which include the Executive Officers (also known as the “Working” Board) and Board Directors at-large. Also added ability for the Board to establish committees and an Advisory Board.
• Article II: Board of Directors > 3. Eligibility – added the requirement that potential Board Directors are members in good standing for one year and that they disclose conflicts of interest and uphold the Code of Conduct throughout their tenure on the Board.
• Article II: Board of Directors – added 4. Nomination to emphasize the members’ role in proposing and selecting representative leaders for the Board of Directors.
• Article II: Board of Directors > 5. Term Limits – discussed changing terms to two years from three years, and decided to keep the draft term of three years.
• Article II: Board of Directors > 6. Responsibilities – added language to include more information on the fiduciary duties of Board Directors as well as the Board’s areas of influence and responsibility including: strategy, policy decisions, financial management, fundraising, board recruitment, and governance. Also included information on expectations for meeting attendance (attend 75% of Board meetings) and committee participation (attend 75% of committee meetings).
• Article II: Board of Directors – added 7. Elected Positions – included titles for Executive Committee roles: President, Secretary, Treasurer, Vice President for Community and Membership, and Vice President for Business Development. Also included information for nomination and election process for Executive Officers.
• Article IV: Meetings > 1. Annual Membership Meeting: added the word “Membership” to “Annual Membership Meeting” and included context on the purpose of the meeting.
• Article VI: Finances > 2. Budget – added right of Board Members to request financial reports from the Treasurer at any time, allowing two weeks to produce reports.
• Article VI: Finances – added 3. Financial Transparency to formally codify The WPCC’s commitment to financial transparency.
• Article VI: Finances > added 4. Tax Returns to give Board Members the right to approve the organization’s tax returns before they are submitted.
• Definitions: 2. Board Member – added information about fiduciary duty.
• Definitions – Added 4. Fiduciary Duty with definition

Sé Reed moved to approve the Bylaws with edits. Courtney Robertson seconded. The motion was passed unanimously.  

2. Resolution to approve the Conflict of Interest policy

Courtney Robertson noted the need to add “The” to The WPCC name in all instances.

Katie Adams Farrell moved to approve the Conflict of Interest policy with the edits to the name. Sé Reed seconded. The motion was passed unanimously.

3. Resolution to approve the Code of Conduct

Courtney Robertson noted the need to add “The” to The WPCC name in all instances.

Katie Adams Farrell moved to approve the Conflict of Interest policy with the edits to the name. Sé Reed seconded. The motion was passed unanimously.

Reports

1. President & CEO – Sé Reed

Sé’s priority for the next couple of months is to facilitate member participation as The WPCC moves through the early stages of business formation and into implementation and growth. 

Sé shared that as CEO, she is committed to fostering open and transparent dialogue with our membership, while also ensuring The WPCC can participate in conversations throughout the open source community. Sé emphasized her approach in advocating for The WPCC membership and the broader community’s perspectives and her commitment to ensuring that The WPCC and its members have a voice in these conversations. 

In response to a member question about “private conversations”, Sé emphasized her commitment to respecting the confidentiality of private disussions while maintaining open and transparent communication about activities The WPCC might take that would directly affect its members.

Katie added that with the formal adoption of our Bylaws and other founding documents, The WPCC is ready to work collaboratively with our members on shaping our programs and activities, regardless of the outcomes of conversations happening in private groups. 

Courtney cited the need for additional documentation on The WPCC’s website about The WPCC’s scope, what we do and do not fund, and how our members and the broader community can participate in our activities. 

→ Action – Write and share “scope and funding” blog post

Sé shared that she has been invited to speak at ALT-CTRL-ORG, which will meet adjacent to WordCamp EU in Basel, Switzerland in June. The WPCC Executive Board is weighing the cost of travel with the important benefits of attending the conference, including representation, publicity, networking, and collaboration. It was shared that two of The WPCC’s members are organizers for ALT-CTRL-ORG.

→ Action – Write and share cost benefit analysis for attending WordCamp EU/ALT-CTRL in Basel, Switzerland

2. Finance – Katie Adams Farrell

Katie shared that the first draft of The WPCC’s annual budget is nearly complete, pending a compensation study for the role of CEO and administrative and/or legal professional services.

• Membership – 2025 YTD Revenue $4,609.73
• Sponsorship – 2025 YTD Revenue $520,000

Courtney asked “when can we roll in 501(c)(3) funds?” Sé responded that we hope to be able to finalize our 501(c)(6) (nonprofit for mutual benefit) status and initiate the creation of a 501(c)(3) (nonprofit charity for public benefit) subsidiary by June. However, this is a complex process and the IRS’ timetable will ultimately determine when The WPCC can resume activities using funds restricted for charitable activities. The IRS does not allow the transfer of funds raised for a 501(c)(3) charity (or in the case of The WPCC, a project sponsored by a 501(c)(3) fiscal host) to be transferred to any of the other 28 nonprofit organization types defined the IRC’s 501 tax-exempt designation.

→ Action – Write and share 501(c)(6) vs. 501(c)(3) blog post

→ Action – Write and share process timeline for formal 501(c)(6) and 501(c)(3) designation

Excerpt below from The WPCC’s blog post “The WP Community Collective Announces Formal Nonprofit Incorporation” posted on December 17, 2024.

A Dual Approach

When we founded the WP Community Collective, we organized as a project, fiscally hosted by the Open Collective Foundation (OCF), a U.S.-based 501(c)(3) nonprofit organization. This gave us a charitable designation, so Americans could do donation-matching and receive tax benefits, but it also restricted what we were able to fund, as the U.S. tax code does not currently consider open source projects to be “charitable”.

That designation also meant that the funds we raised can only be held by another charitable organization. When OCF unexpectedly dissolved itself this year, we had to move those funds to a temporary fiscal host with the same charitable designation. We also cannot use those funds for the new organization.

So, in addition to the launch of the newly incorporated WPCC, we’re excited to share that we are also creating a charitable nonprofit subsidiary of The WP Community Collective that will support our existing projects focused on accessibility and education, like the Accessibility Fellowship and Incentivizing DEIB in WP.

3. Board Development – Katie Adams Farrell

Katie shared The WPCC’s goal for growing the board to seven members before the end of 2025 and reviewed the process for nominating someone to serve on the Board of Directors. With the approval of the Bylaws at this meeting, we are able to initiate board recruitment and development efforts. Sé added that while we intend for The WPCC to represent open source communities globally in the future, we will be prioritizing nominations from the U.S. at this time.

→ Action – Finalize and share Board of Directors Information Packet

→ Action – Create Slack channel for BOD Nomination and Election

4. Programs Update

Sé updated attendees on the status of programming. Programming has been on pause with The WPCC’s formalization in December 2024. With the approval of an annual operating budget in the next month, The WPCC will launch a series of discussions with members about their ideas for programming, including broadening the organization’s scope from primarily WordPress-related activities to projects supporting open source communities broadly.

Additionally, the current circumstances affecting the WordPress community, both political and legal in nature, dictate that we need to be thoughtful in our approach to programs focused exclusively within the WordPress community. For example, The WPCC has the opportunity to fund a contributor on the organizing team for a flagship WordCamp. While a perfect project fit in theory, what impact would the current circumstances have on an individual contributor funded by The WPCC?

A member shared that the same considerations need to be discussed for the Fellowship program as well. Katie responded that while we will continue to be vocal about the lack of inclusivity we see and experience from leaders in the WordPress community, the value of The WPCC’s programs to the open source WordPress project stands. In fact, as Courtney shared, The WPCC was included in a list of independent organizations that are not officially associated with WordPress, but still exist to support WordPress’s mission of democratizing publishing.

→ Action – Host a special member meeting to discuss the issues surrounding funding individual WordPress contributors and WordPress-focused project development.

5. Other Mission-related Business

The WP Community Collective Naming Similarity Concern

Sé shared communication regarding a request to change The WP Community Collective’s name. All of this communication about this issue is documented on The WPCC’s website. There has been no further communication. It was noted that the person who sent the initial email is no longer in that role.

General Membership Discussion

A member asked that Member Discussions be hosted in two meetings to accommodate global members and that a space be created where members can share ideas if they can’t attend a meeting.

Meeting end

The meeting was adjourned at 12:52 by Sé Reed.