Board of Directors Meeting Minutes (Q2 – July 2, 2025)

Final Agenda and Meeting Minutes

Meeting Information

Wednesday, July 2, 2025
11:00 am PST

Attendees

  • Katie Adams Farrell, President & Treasurer
  • Courtney Robertson, Vice President
  • Sé Reed, CEO, Secretary
  • Members

Agenda

Official business

  1. Official business – Katie Adams Farrell, President and Sé Reed, CEO and Secretary
    1. Approve – Resolution: Compliance, Governance Policy, and Operational Practice Framework – Katie Adams Farrell
    2. Approve – Resolution: Voting, Governance, and Decision-making Policies for the Projects Program – Katie Adams Farrell
    3. Approve – Q1 2025 Financial Statements – Katie Adams Farrell
    4. Confirm review – Jan – May 2025 Transaction Summaries – Katie Adams Farrell
    5. Confirm review – Memo: Postponing semi-annual re-forecast for 2025 – Katie Adams Farrell
    6. Confirm review – Memo: Programming Framework – Sé Reed
    7. Confirm review – Memo: Email & Google Workspace Structure – Sé Reed
    8. Confirm review – Memo: Project Development Practice – Sé Reed
    9. Confirm review – Memo: Organizational Management Architecture – Sé Reed

Reports

  1. Status Reports
    1. CEO – Sé Reed
      1. Gift membership campaign
        1. Patch campaign
        2. Sustainability team memberships
      2. New restricted funds
        1. Sustainability
        2. FAIR
      3. Programming

Committee updates

  1. None

Discussion

  1. Board expansion: goals, process review, and prospecting – Katie Adams Farrell

Minutes

Call to order

The meeting was called to order at 11:11 am PDT by President Katie Adams Farrell.

Official business

  1. Official business – Katie Adams Farrell, President, and Sé Reed, CEO and Secretary
  1. Approve – Resolution: Compliance, Governance Policy, and Operational Practice Framework – Katie Adams Farrell

Result: Katie Adams Farrell moved to approve the Resolution. Courtney Robertson seconded. The motion passed unanimously.

Katie presented the Governance Policy and Operational Practice Framework, which organizes the organization’s internal documents and processes into three categories:

  1. Compliance Requirements
    • These are legally mandated documents (e.g., Articles of Incorporation, 990 filings).
    • They cannot be freely edited and are limited in number.
  2. Governance Policies
    • These are formal, board-adopted policies that guide how the organization is governed.
    • Examples include the bylaws, conflict of interest policy, code of conduct, and mission/vision/values.
    • These documents will be posted publicly and are open to community feedback.
    • Amendments to existing policies occur annually, but new policies can be adopted throughout the year. Feedback is welcome at any time.
  3. Operational Practices
    • These are internal procedures implemented by the CEO to support day-to-day operations.They do not require board ratification/approval but will be shared as memos for transparency and organizational clarity.
  1. Approve – Resolution: Voting, Governance, and Decision-making Policies for the Projects Program – Katie Adams Farrell

Result: Sé Reed moved to approve the Resolution. Courtney Robertson seconded. The motion passed unanimously.

Katie introduced a new resolution establishing the voting, governance, and decision-making policies for The WPCC’s Projects Program. This framework outlines the process for proposing, reviewing, approving, and implementing project ideas, with a strong emphasis on community participation and transparency.

  1. Phase 1: Project Proposal Submission
    • Who can act: Any member of The WPCC
    • Process: Members submit a project proposal via a designated form
    • Reviewed by: The CEO or a designated board member
    • Decision-making authority: The CEO (or designated leadership) has limited authority to conduct pre-screening to ensure alignment with The WPCC’s mission and values and evaluate feasibility. This step does not involve content approval or rejection of the proposal.
  2. Phase 2: Community Review
    • Who can act: All members of The WPCC
    • Process: Members review and discuss the submitted proposal, evaluating alignment with organizational priorities and project readiness.
    • Decision-making authority: The members of The WPCC hold full decision-making authority during this phase. They determine whether a project moves forward into development, is revised, or is declined.
  3. Phase 3: Framework Incubator
    • Part 1: Develop and Finalize Project Framework
      1. Who can act: Project leads, identified team members, potential partners, interested members
      2. Facilitated by: CEO (or designated leadership)
      3. Process: Project Framework is collaboratively developed, including scope, budget, compensation, deliverables, and team roles.
      4. Decision-making authority: CEO holds authority to guide the process and finalize the framework to be presented to the members.
    • Part 2: Approve and Advance Project Framework
      1. Who can act: All members of The WPCC
      2. Facilitated by: CEO (or designated leadership)
      3. Process: Members review the finalized framework and vote to approve its advancement to the Board.
      4. Decision-making authority: The WPCC Members hold final authority to approve the Project Framework before it is submitted to the Board.
    • Part 3: Authorize Resources Toward Project
      1. Who can act: The WPCC Board of Directors
      2. Process: The approved framework is presented to the Board for final authorization of funding and organizational resources.
      3. Decision-making authority: Board of Directors has legal and fiduciary authority to approve or decline resource allocation. The board is committed to ratifying frameworks approved by the members unless a significant concern arises.
      4. Phase 4: Launch, Implementation, and Stewardship
    • Who can act: Project leads, with support from Member Representatives and CEO
    • Process: The project is implemented per the approved framework.
    • Decision-making authority: Project Leads manage execution in collaboration with Member Representatives and The WPCC administration or leadership, within the bounds of the approved plan. Major adjustments requiring Board approval (e.g., budget increases) follow the Board’s Spending Policy.
  4. Phase 5: Project Completion and Archive
    • Who can act: CEO or designated leadership, Project Leads, and Member Representatives
    • Process: Projects are formally closed out and archived. Final materials and records are publicly archived in GitHub, and Slack channels may be archived or closed.
    • Decision-making authority: CEO or designated leadership ensures completion and documentation.
  1. Approve – Q1 2025 Financial Statements – Katie Adams Farrell

Result: Courtney Robertson moved to approve the Q1 Financial Statements. Sé Reed seconded. The motion passed unanimously.

Katie presented the financial reporting structure and the Quarter 1 financial statements for The WPCC. This discussion covered current financial processes, transparency measures, and a detailed review of the Q1 financial statements, which showed minimal spending due to ongoing internal development. Katie explained the process of deferring and recognizing deferred revenue and detailed current assets as of March 31, 2025, totaling $524,613.

  1. Financial Reporting Structure
    • Status: Not yet formally ratified; a resolution is forthcoming.
    • Process Overview: The Treasurer will produce quarterly financial statements, submitted to the Board no more than one month after the close of each quarter.
    • The Board will review and approve them in the following quarter.
    • Official adoption occurs in the quarter after approval.
  2. Transparency Practices
    • Monthly transaction reports are shared with members to ensure open access to financial activity.
    • Open Collective cannot be used for detailed financial reporting due to:
      1. Limited functionality (e.g., inability to filter by project, contributor, or expense type).
      2. Restrictions on logging transactions involving vendors without Open Collective accounts.
      3. High transaction fees.
    • The WPCC is developing a custom financial transparency dashboard, currently using Airtable, to allow detailed financial filtering and analysis.
  3. Deferred Revenue and Sponsorships
    • The WPCC received a large sponsorship from GoDaddy on December 27, 2024, which was recorded as deferred revenue because activities tied to the funding begin in 2025.
    • Deferred revenue will be recognized as income in alignment with project deliverables.
    • Although funds are unrestricted per IRS guidelines, The WPCC is tracking every dollar to ensure accurate reporting and alignment with intended use.
  4. Financial Overview (as of Q1 2025)
    • Total assets at year-end 2024: $522,413
      1. $520,000 in deferred GoDaddy sponsorship
      2. $2,024 in membership dues
      3. ($388) in formation costs
    • Total assets as of Q1 2025: $524,613
      1. Includes additional Q1 member contributions
    • Q1 Expenses: $131.22
      1. Open Collective fees and monthly Zoom subscription cost
    • Q1 Net Income: $4,000
    • Budget vs. Actual:
      1. Most expenditures (e.g., paying contributors) are scheduled to begin in summer.
      2. Fundraising goals for 2025 include:
        1. $10,000 from memberships (about $4,300 raised so far)
        2. $10,000 from business support (intended to increase once internal capacity is in place)
    • Transaction Methods and Fees
      1. Preferred methods for large donations: Check or wire transfer to avoid high fees from platforms like Open Collective.
      2. Smaller transactions may still be processed through Open Collective despite fees, but large transactions are better handled directly to reduce overhead.
  1. Confirm review – Jan – May 2025 Transaction Summaries – Katie Adams Farrell

Courtney Robertson, Sé Reed, and Katie Adams Farrell confirmed review and receipt of Jan – May 2025 Transaction Summaries.

Katie presented transaction-level reports for January-May 2025 and a current Financial Snapshot.

  1. Monthly Transaction-level Review
  • January–March 2025: Very limited transactions (membership dues, Zoom, Open Collective fees)
  • April 2025
    • Start of CEO compensation
    • Travel to Arizona for PressConf
    • Two expenses from the prior project structure, which may be reimbursed in future when 501(c)(3) funds are accessible
  • May 2025
    • WordCamp Europe travel and presence
    • Payroll and tax filings
    • Custom patches for member engagement
    • Continued fees and operational subscriptions
  • The organization is developing financial transparency dashboards in Airtable to replace Open Collective, which does not provide adequate expense tracking capabilities.
  • Confirmation that June transactions will be posted separately once reconciled
  1. Financial Snapshot
  • Cash on hand: $487,591 (general operations)
  • Restricted funds: $12,707 (including Open Collective-hosted community-directed funds and prior project obligations)
  • Deferred revenue realization began in April and is tracked monthly
  • Year-to-date spending: $32,000
  • Cash flow and budget projections reviewed, with expectations for significantly more spending starting in July/August due to project activity
  • Organization has been focused on internal capacity-building
    1. Confirm review – Memo: Postponing semi-annual re-forecast for 2025 – Katie Adams Farrell

Sé Reed, Courtney Robertson, and Katie Adams Farrell confirmed review and receipt of Memo: Postponing semi-annual re-forecast for 2025

Katie introduced a memo announcing a one-month postponement of the 2025 semi-annual budget re-forecast process.

  • Per The WPCC’s spending policies, adopted via a board resolution in March, a budget re-forecast is scheduled to occur annually in June/July.
  • The re-forecast process has been postponed by one month and will now occur in July/August, with completion expected by the end of August.
  • Rationale for postponement:
    • The WPCC is currently in the project development phase.
    • Project budgets are determined during development, so re-forecasting now would be premature.
    • Delaying ensures the re-forecast reflects real project costs and priorities.
  1. Confirm review – Memo: Programming Framework – Sé Reed

Courtney Robertson, Katie Adams Farrell, and Sé Reed confirmed review and receipt of Memo: Programming Framework

Sé presented a memo on The WPCC’s Programming Framework as part of the organization’s documented operational practices. These practices are not subject to board approval but are shared with the board and membership for transparency and operational effectiveness. The WPCC is choosing to document its internal systems as they’re developed, to avoid the common nonprofit issue of undocumented processes. Major changes to operational practices will be shared with the board and membership as part of The WPCC’s value of transparency.

Programming Framework

  1. Fellowships
    • Paid roles for high-impact, long-term contributions (e.g., part-time job equivalents)
    • Meant to provide stable and sustainable support for individual contributors
  2. Projects
    • Collaboratively developed initiatives with members, as well as partners
    • Projects follow a defined development process (as approved and reviewed earlier in the meeting)
  3. Initiatives
    • Ongoing efforts that activate The WPCC’s values
      1. Example: Contributor Day Appreciation Campaign
    • Not tied to deliverables like projects, but supports broader cultural or strategic goals
  4. Stewarded Projects
    • Funded efforts that use restricted funds, such as the Sustainability Fund or Fair Fund
    • Often managed in collaboration with partners, with funds earmarked for specific purposes
  5. Rapid Response Fund
    • Member-directed mutual aid for urgent, human-centered needs
    • Funds are directed by member votes to respond to emergencies (e.g., health issues, travel crises)
    • Emphasizes the collective’s care for members as people, not just contributors
    • Rapid response capacity reflects an organization’s identity as a collective rooted in mutual support.
  1. Confirm review – Memo: Email & Google Workspace Structure – Sé Reed

Katie Adams Farrell, Courtney Robertson, and Sé Reed confirmed review and receipt of Memo: Email & Google Workspace Structure

Sé presented a memo documenting The WPCC’s email and Google Workspace structure, which is part of the organization’s operational practices. These practices do not require formal board approval but are shared for transparency and alignment.

  1. Google Workspace Setup
    • The WPCC now operates under an official Google Workspace domain (@thewpcommunitycollective.com), replacing the previous Gmail account.
    • This new Workspace will house working documents.
    • Archived and official documents will be maintained in GitHub (not Google Drive), reinforcing The WPCC’s version-controlled documentation system.
  2. Email and Access Management
    • A Google Group for members is being migrated to the new domain.
    • The new structure allows blanket access to documents for all current members through group-based sharing.
    • Members are asked to ensure their email addresses are up-to-date and usable, as many developers use alternate or spam-specific emails that may not be regularly checked.
  3. Transparency and Accessibility
  1. Confirm review – Memo: Project Development Practice – Sé Reed

Katie Adams Farrell, Courtney Robertson, and Sé Reed confirmed review and receipt of Memo: Project Development Practice

Sé presented a memo outlining The WPCC’s Project Development Process as a documented operational practice. The process was built from the collective’s open source experiences, intending to make informal systems more visible and standardized.

  1. Governance Policy vs. Operational Practice:
    • Governance policies (e.g., decision-making authorities) are officially adopted and binding.
    • This memo outlines operational practice: a flexible and descriptive framework for implementing the process.
    • The WPCC is intentionally documenting what it requires itself to do, as opposed to what it chooses to do.
  2. The purpose of this process is:
    • To ensure that members are the driving force behind project ideas, approvals, and development.
    • To formalize a structure that reflects The WPCC’s values of participation, clarity, and transparency, avoiding arbitrary decisions or top-down directives.
    • To create a system that is documented, repeatable, and member-powered, grounded in shared governance, and designed to evolve.
  3. Phases of the Project Development Process
    • Phase 1: Project Proposal Submission
      • Anyone (members, partners) can submit a project via a formal proposal form.
      • Proposals are archived in GitHub for transparency.
      • CEO (or acting CEO) reviews proposals for feasibility.
      • Aligned and feasible proposals move to open member discussion via the #project-development Slack channel.
    • Phase 2: Community Review
      • Members engage in dialogue to refine and clarify the project.
      • When the majority of members approve, the proposal moves to the next stage.
        • A simple up/down poll determines whether the project should proceed to full development.
        • This does not mean board approval yet—only movement into incubation.
    • Phase 3: Framework Incubator
      • Project gets its own Slack channel with an “incubator” tag.
      • Part 1: CEO and project team develop a framework defining the project’s:
        • Budget and funding sources (in conjunction with Treasurer)
        • Contributor payments
        • Deliverables
        • Scope of work
        • All expectations are clearly defined for the board, members, and contributors.
        • After incubation, the CEO asks members to vote on the full project framework.
      • Part 2: Member Approval of Final Framework
        • Again, an up/down vote is recorded and archived in GitHub.
      • Part 3: Board Review and Resource Approval
        • CEO presents the member-approved framework to the board for funding and official activation.
        • A dedicated GitHub repo is created for the project.
        • Slack remains for informal discussions and updates; GitHub is used for documenting decisions and formal records.
    • Phase 4: Launch, Implementation, and Stewardship
      • Upon board approval, the “incubator” tag is removed from the project channel.
      • Official Project created in The WPCC’s public project repository in GitHub.
      • Discussions, decisions, and outcomes are conducted in Slack.
      • Discussion summaries, project updates, decisions, and outcomes are archived in GitHub.
        • Not all projects will contain code; the GitHub repositories are primarily for program management and administrative documentation
        • If technical work is involved, code may reside elsewhere (e.g., canonical plugin repo), with The WPCC GitHub serving as the record of decisions, documentation, and member input.
    • Phase 5: Project Completion and Archive
      • Upon conclusion, the CEO, project leads, and member representatives facilitate a formal closeout.
      • Slack channels and GitHub repositories are either archived or transitioned as needed.
  1. Confirm review – Memo: Organizational Management Architecture – Sé Reed

Courtney Robertson, Sé Reed, and Katie Adams Farrel confirmed review and receipt of Memo: Organizational Management Architecture

The WPCC’s GitHub repository structure is organized from most restricted to most open, with distinct levels of access and function. All documentation is intended to be accessible through GitHub. The structure supports transparency, collaborative workflows, and ease of documentation across the organization. This system is designed to balance transparency with contributor sustainability, enabling project leads and contributors to focus on meaningful work without being bogged down by manual logging. Member feedback is encouraged on all systems, and members are empowered to ask questions and participate in ongoing process improvement.

Board Repositories

  • Access: Board of Directors only
  • Purpose: Store board materials, voting records, and other official governance documentation not managed in public-facing workflows.

Operations Repositories

  • Access: Staff, contractors, and project contributors as needed
  • Purpose: Support internal organizational operations including contributor onboarding, HR documentation, internal projects like the website or social media, and initial project proposal submissions.

Member Repositories

  • Access: Members of The WPCC
  • Purpose:
    • Host project-related member discussions and polls (e.g., for Rapid Response initiatives).
    • Archive community discussion summaries from Slack and decision rationales.
    • Document the member approval/voting record for transparency and accessibility.

Public Repositories

  • Archives: Serves as a permanent record of completed work. Includes:
    • Meetings Archive
    • Decisions Archive
    • Financials Archive
    • Program Archives
  • Active: Active and current programming and policies. Includes:
    • Programming: Structured to match The WPCC’s programming framework
      • External Projects
      • Initiatives
      • Fellowships
      • Rapid Response
    • Policies and Docs: Current policies, processes, and documents (e.g., bylaws, Code of Conduct, governance policies)

Notes:

  • Once a project is approved by the Board and exits incubator status, it receives its own GitHub repository under The WPCC. Each project repository will:
    • Contain all archives and decision logs from the incubator phase.
    • Be maintained by the project leads, with oversight by the CEO to ensure completeness.
    • Track ongoing decisions, changes (e.g., budget modifications), and implementation status.
  • Automation goals: The WPCC plans to integrate tools that automate decision tracking (e.g., Slack polls auto-logging into GitHub). The intention is to ensure contributor sustainability by balancing transparency with administrative burden, enabling project leads and contributors to focus on meaningful work without being bogged down by manual logging.

Reports

  1. Status Reports
    1. Update from CEO – Sé Reed
      1. Gift Membership Campaign
        • The WPCC launched a new membership and appreciation campaign, offering gift memberships to the former Sustainability Team (“Susty”) members who lost their prior organizational infrastructure. These members were also invited to a new Slack channel to continue their work.
        • Each WPCC member will receive a custom patch and an additional one to gift alongside a 1-year membership to someone they want to support in the WordPress ecosystem.
        • The campaign includes a custom postcard for members to send or deliver with the patch. Mailings will also include zines, stickers, and other member appreciation materials.
      2. New Restricted Funds – Two new restricted (stewarded) funds have been introduced:
        • Sustainability Fund: Created in collaboration with the sustainability community to support efforts toward ecosystem-wide sustainability. Leadership noted the ongoing conversation about defining key terms (e.g. “sustainability”) to support clearer strategy and collaboration. Members are encouraged to participate in these discussions via the sustainability channel.
        • FAIR Fund: A fund established to support work aligned with the FAIR initiative (part of the Linux Foundation). While The WPCC did not officially sign on as a FAIR partner due to the inability to receive prior member input, the fund allows The WPCC to support FAIR-related efforts through paid contributor projects initiated and approved via the member project development process.
        • The fund is not a pass-through; it is designed to collect donations to directly fund contributor work aligned with FAIR, coordinated by The WPCC.
        • A future member discussion will be scheduled to determine how The WPCC wants to engage with FAIR.
      3. Programming
        • With foundational governance and operational frameworks in place, The WPCC is now positioned to initiate and support member-led projects. The Project Development channel is now active for moving project ideas (such as Alt Ctrl) through the formal proposal process.
        • Leadership emphasized that WPCC’s members are the engine of its impact, and clarified that the systems now in place will reduce operational confusion and allow members to focus on developing impactful projects.
        • In response to a member question, the board reaffirmed the long-term vision of growing The WPCC into a global organization with locally operated federated nodes, enabling regional autonomy within a shared structure. While expansion will take time, it remains a core goal.
        • The WPCC currently operates with seed funding, and leadership emphasized a commitment to sustainable growth, with plans to expand sponsorships and membership in alignment with its values.

Committee updates

  1. None

Meeting end

The meeting was adjourned at 12:52 by Katie Adams Farrell.

Discussion

Board Expansion

Timestamps: 01:38:13 – 01:41:13

  • The organization will release a nomination process to expand its Board of Directors. The board is creating an official interest form; more details will be shared soon.
  • The board aims to expand to a maximum of 9 members by 2025.
  • The board seeks representation from within The WPCC membership, rather than recruiting based on predefined skill sets.
  • The roles of the Board of Directors are unpaid, and directors cannot be paid to lead projects. Individuals seeking paid contributor roles should consider potential conflicts before joining.
  • Interested individuals are encouraged to reach out to the board president via the Members’ Slack or president@thewpcommunitycollective.com

Contributor Dashboard Initiative

Timestamps: 01:42:08 – 01:50:00

  • A restricted sustainability fund could support paid contributions to initiatives like the Contributor Dashboard.
  • Leadership has reconnected with Contributor Dashboard contributors to resume planning and coordination, including community contacts and ecosystem partnerships.
  • A feasibility study is in development as a member-facing project to:
    • Map out existing dashboard efforts (e.g., Drupal, TYPO3).
    • Identify shared needs across ecosystems
    • Determine practical funding and infrastructure options for future implementation.
  • The initiative will be shaped through member input and open collaboration.
  • The existing Dashboard team is exploring new community health metrics, including working with the CHAOSS project.
  • Current metrics are seen as insufficient for tracking contributor well-being and long-term viability.
  • The goal is to balance contributor support with transparency for funders, such as return on investment
  • The organization plans to contribute to the development and improvement of relevant metrics.
  • The feasibility study could
    • collect knowledge from different open source ecosystems to avoid duplication and promote compatibility.
    • Examine data centralization, funding structures, and long-term maintainability, and adapt to multiple ecosystems while meeting shared needs
  • A second phase could involve developing a shared tool or infrastructure based on those findings

Accessibility Project

Timestamps: 01:51:25 – 01:52:19

  • A three-part accessibility initiative is in early development.
  • Accessibility and inclusion are stated values of the organization, and this project is intended to reflect that commitment.
  • Members will be invited to provide feedback as the proposal develops per the project development process

Contributor Recognition and .org Governance

Timestamps: 01:52:27 – 01:55:28

  • Concerns have been raised that volunteer contributions often lack clarity on whether the work will be accepted into WordPress core
  • How could that lack of clarity affect projects funded by The WPCC?
  • There is a disconnect between contributor experience and official WordPress documentation/processes.
  • The group has engaged in discussions with leaders to explore how contributor input is evaluated and identify potential areas for improvement.
  • The contributor dashboard project could help highlight these issues and promote recognition.

WordPress.org Profile and Plugin Contributions

Timestamps: 01:55:31 – 02:09:01

  • Attendees discussed setting up a WordPress.org profile, possibly via the 5 for the Future program.
  • Using this profile could increase visibility for The WPCC-funded projects, reduce friction, and facilitate participation in projects supported by The WPCC.
  • The WPCC could explore ways to credit funders for their support of contributors.
  • Attribution models should accurately reflect complex funding relationships transparently and equitably.
  • There is ongoing interest in connecting contributor hours to the 5 for the Future program.
  • The WPCC could play a facilitating role, offering verified reporting and public tracking of hours contributed through its projects, which may help resolve the current limitations of the program’s pledge and tracking mechanisms.
  • The discussion reflected on the scale and complexity of the WordPress ecosystem (~10,000 contributors).
  • The project’s governance structure was noted as concentrated, raising challenges around transparency and collaboration.
  • The WPCC emphasized the need to establish a clear, member-ratified roadmap to drive the organization’s strategic direction and measurable impact.

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