IOI Transition Committee

Last updated: March 24, 2025
URL for this page: https://hackmd.io/@investinopen/rJaosuCYR
URL for this site: https://hackmd.io/@investinopen/how-we-work

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Committee Meetings

2024-11-18

Date: November 18, 2024 - 16.00-17.00 UTC
Location: Online

Agenda:

• Check-ins
• Minutes review and approval
• Recent updates
  • CS&S updates
  • Operations updates
    • Greg Bossen call recap
• Transition timing & decision points (discussion)
  • July 1 (2025) vs Jan 1 (2026)
• Wrap up / next steps

Notes:

• Minutes approved
• Recent updates
  • CS&S updates
    • CS&S has filled several core positions is reported to be more responsive and functioning more smoothly
  • IOI is exploring different modalities of delivering strategic support, including opportunities for potential portfolio-level support
  • Operational updates
    • Calls with potential vendors ongoing
• Transition timing & decision points (discussion)
  • Key consideration: management of existing grants
  • IOI developed tooling to model transition costs and ongoing ops expenses post-spin-out
  • Potential impact of external factor on funding is being monitored
• Next steps
  • G&N committee meeting this Friday to revisit Transition Committee meeting frequency
    • Feedback: Re-evaluate the frequency of transition committee meetings

Participants:

• Kaitlin Thaney (IOI), Emmy Tsang (IOI), Amy Buckland (Concordia University), Joe Deville (Open Book Collective, Lancaster University), Eunice Mercado-Lara (ORCA)

Regrets:

• Amy Sample Ward (NTEN), Robert Karanja (Co-Develop)

2024-10-21

Date: October 21, 2024 / 16.00 - 17.00 UTC
Location: Online

Agenda:

• 16.00 - 16.05 Check-ins
• 16.05 - 16.15 Minutes review and approval
• 16.15 - 16.35 Recent updates
  • CS&S updates
  • Operations due diligence & near term priorities
• 16.35 - 16.55 Transition timing & decision points (discussion)
• 16.55 - 17.00 Wrap up / next steps

Notes:

• Minutes approved
• CS&S updates
  • IOI as an fsp
  • Strategic support proposal
• Operations
  • Gathering information on vendors and support services for transition
    • NTEN
    • CS&S
  • What came through clearly:
    • Registration for fundraising activities in US states
      • Services
    • CS&S - advise having a suitable CFO
      • Org that’s had experience with spin outs
      • Design of chart of accounts - ahead of spin
      • Auditor
    • Services internally vs outsourced
  • Q2 priorities:
    • Continue conversations with those who’ve spun out orgs
    • Discussion with auditor / advisor
    • Fractional CFO suggestions

Feedback:

• IOI use case for CS&S spin out
• Consultant to help examine spin out readiness

Participants:
Kaitlin Thaney (IOI); Emmy Tsang (IOI); Amy Buckland (Concordia University); Joe Deville (Open Book Collective, Lancaster University); Eunice Mercado-Lara (ORCA)

Regrets:
Amy Sample Ward (NTEN); Robert Karanja (Co-Develop)

2024-08-19

Date: August 19, 2024 / 16.00 - 17.00 UTC

Location: Online

Agenda

• 16.00 - 16.05 Check-ins
• 16.05 - 16.15 Minutes review and approval
• 16.15 - 16.45 Updates
  • Filing in
    • Filed resources
    • For review - forms & documents needed
• 16.45 - 16.55 Next steps
  • Roadmap for operational build out
  • Bank account
    • Financial policies book
    • Bookkeeping / fractional CFO
• 16.55 - 17.00 Wrap up / next steps

Notes

• Form 1023
  • Regranting language for the IOI Fund
  • Program descriptions in Form 1023
• Schedule IOI Operations meeting with NTEN

Participants
Kaitlin Thaney (IOI); Eunice Mercado-Lara (Haas School of Business, UC Berkeley, and Open Research Community Accelerator); Joe Deville (Lancaster University, Open Book Collective); Amy Buckland (Concordia University), Amy Sample Ward (NTEN)

Regrets
Robert Karanja (Co-Develop)

2024-07-22

Date: July 22, 2024 / 15.00 - 16.00 UTC

Location: Online

Agenda

• 15.00 - 15.05 Check-ins
• 15.05 - 15.30 Recent Updates
  • CS&S
  • Filing
    • Resources
• Comms
  * Spin / Strategic plan
• 15.30 - 15.55 Next steps
  • Form 1023
  • Bank account
    • Financial policies book
  • Hiring/staff needs
• 15.55 - 16.00 Wrap up

Notes

• Action: Financial policies book for reference
• Scheduling next meetings: monthly
• CS&S updates
  • Staff departures
  • Urgency or timeline
• Meeting for Form 1023
  • Reflection on lawyers
  • Recommendation: finish filing and explore other counsel

Participants
Kaitlin Thaney (IOI), Amy Sample Ward (NTEN), Eunice Mercado-Lara(Haas School of Business, UC Berkeley), Joe Deville (Lancaster University, Open Book Collective), Amy Buckland (Concordia University)

Regrets
Robert Karanja (Co-Develop)

2024-06-10 Meeting

Date: June 10, 2024 15.00 - 16.00 UTC

Location: Online

Agenda

• 15.00 - 15.05 Check-ins
• 15.05 - 15.40 Recent updates
  • FSP
  • Legal
    • Needs
    • Timeline
  • Comms
    • In place
    • Spin / strategic plan
    • Additional resources
• 15.40 - 15.55 Risk mitigation
  • Transitioning accounts
  • Bookkeeping / fractional CFO options
• 15.55 - 16.00 Wrap up / next steps

Notes

• Current work updates
• Legal resources
• Timetable
• Addresses options
• Accounts
  • Backups

Participants
Kaitlin Thaney (IOI), Amy Sample Ward (NTEN), Joe Deville (Lancaster University, Open Book Collective), Amy Buckland (Concordia University)

Regrets
Robert Karanja (Co-Develop), Eunice Mercado-Lara (Haas School of Business, UC Berkeley)

2024-05-13 Meeting

Date: May 13, 2024 / 16.00 - 17.00 UTC

Location: Online

Agenda

• 16.00 - 16.05 Check-ins
• 16.05 - 16.30 Review of draft charter & responsibilities
• 16.30 - 16.50 Nonprofit attorney review & selection
  • Initial call summary notes
• 16.50 - 17.00 Next steps for the Committee

Notes

• Draft charter review
  • Reviewing and selecting potential auditors
  • Self select to conduct an audit
• Operations grant
• Additional info
  • Establishing an address
  • Registered agent options & evaluation
• Attorneys call review
  • Transferring fund - public support
    • Financials vs filing
  • Value: opinion / back up option
  • Voting - unanimous
• Next steps:
  • Follow up attorney recommendations, solidify work
  • Work on FY25 budget, share with committee
  • Create next steps / documents

Participants
Kaitlin Thaney (IOI), Robert Karanja (Co-Develop), Eunice Mercado Lara (Haas School of Business, UC Berkeley, and Open Research Community Accelerator), Amy Buckland (Concordia University), Joe Deville (Lancaster University, Open Book Collective), Amy Sample Ward (NTEN)

Regrets: NA

Draft Charter of the Transition Committee

First version 2024-05-09

Committee Description & Purpose

The Committee is established to support Invest in Open Infrastructure (IOI) in its process of transitioning from fiscal sponsorship to establishing itself as an independent not-for-profit organization (501c3).

The Transition Committee was established to support IOI in its next phase of organizational growth and maturity. The responsibilities of the committee include supporting the Executive Director in navigating and providing oversight of the logistics associated with incorporating a new 501c3 nonprofit in the US, and transitioning legal and fiscal identity successfully from Code for Science & Society (CS&S), IOI’s fiscal sponsor.

Key responsibilities & duties

The Committee will:

1. Support IOI Leadership in reviewing and selecting external counsel to help with filing for nonprofit status and other incorporation needs, including transition arrangements for formal spin out from Code for Science & Society;
2. Work with IOI Leadership to provide input and oversight for incorporation / filing requirements such as nonprofit name, locality (state) for incorporation, registered address, applying for trademark, and named officers.
3. Support IOI Executive Director in overseeing and guiding the transition planning process with Code for Science & Society, including policy creation and review for handoff of operations and financials, intellectual property and asset transfer, and other associated matters to ensure a smooth separation.
4. Assist IOI Leadership as needed in funder conversations surrounding transition needs, costs, and logistics.
5. Ongoing oversight to ensure compliance and reporting needs are surfaced, addressed and met during the transition.

Council Membership & Structure

This Committee consists of at least 5 members of IOI’s existing Steering Committee, including IOI’s current Chair.

Procedures

Meetings

This Committee will meet monthly, as needed, and will be disbanded after a successful transition and handoff is complete. A majority of Committee members (at least 4 members) will constitute a quorum. Committee recommendations can be made and approved only when a quorum is present. Committee recommendations pass with a majority vote and may then be presented to the Steering Committee for final approval.

Communications

The Committee will report its activities to the Steering Committee on a regular basis and will keep minutes of its meetings.

Periodic Review

The Committee will conduct periodic performance evaluations to review the performance of the Committee in relation to the requirements of this Charter and such other matters as the Committee deems appropriate.