# IOI Transition Committee

Last updated: August 25, 2024
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

## 2024-07-22
**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.