minutes/2015-06-17.md

new file mode 100644@@ -0,0 +1,207 @@+# MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS++17 June 2015++A regular meeting of the Board of Directors (the “Board”) of Node.js Foundation, a Delaware not-for-profit membership corporation, was held on 17 June, 2015 at 11:00am Pacific Time via teleconference.++## Participants++### Directors++* Todd Moore (IBM)+* Steve Newcomb (Famous Industries)+* Scott Hammond (Joyent)+* Gianugo Rabellino (Microsoft)+* Imad Sousou (Intel)+* Danese Cooper (PayPal) <small>joined the meeting approximately 18 minutes after it began.</small>++### Counsel++Andrew Updegrove (Gesmer Updegrove LLP)++### Also participating++* Michael Dolan (The Linux Foundation)+* Scott Nicholas (The Linux Foundation)+* Todd Benzies (The Linux Foundation)+* Laura Kempke (The Linux Foundation)+* Bert Belder (StrongLoop)+* Rod Vagg (Nodesource)+* Mikeal Rogers (Modulus/Progress Software)+* Chris Williams (Emerging Technology Advisors)++## Meeting+### Call to Order++Mr. Dolan called the meeting to order at 11:07am Pacific Time and Mr. Benzies recorded the minutes. A quorum of Directors was established for the conduct of business, and the meeting, having been duly convened, was ready to proceed with business.++Mr. Dolan noted that all off the launch coverage has been positive. Mr. Dolan reiterated that this is an open Board meeting which will be followed by a private 15 minute session. Mr. Dolan provided a quick framework of the logistics of how the Board meeting will operate.++#### Introduction & Agenda:++Mr. Nicholas introduced the agenda, reviewed the current membership, and welcomed everyone to the meeting.++#### Discussion on Role of Board Directors++Mr. Nicholas introduced Mr. Andrew Updegrove to provide an overview of the role of the Board in the Foundation. Mr. Updegrove described the role of a director of the Node.js Foundation, and reviewed the duties and responsibilities generally of such a position.++#### Acknowledgement of Appointment of Platinum Directors++Mr. Nicholas presented a resolution to acknowledge the appointment of Platinum Directors, and upon motion duly made by Director Newcomb, seconded by Director Moore and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the Board hereby acknowledges the appointment of the following individuals by the Platinum Members to serve as Platinum Directors (as defined in the By-laws):+> * Famous Industries: Steve Newcomb+> * IBM: Todd Moore+> * Intel: Imad Sousou+> * Joyent: Scott Hammond+> * Microsoft: Gianugo Rabellino+> * PayPal: Danese Cooper++#### Resignation of Linux Foundation Directors and Officer++Mr. Nicholas presented resolutions accepting the resignations of James Zemlin and Mike Woster as Officers and Directors. Upon motion duly made by Director Moore, seconded by Director Rabellino and approved by all Directors in attendance, the following resolutions were adopted:++_RESOLVED:_+> That the resignations of James Zemlin and Mike Woster as Directors of the Node.js Foundation, effective as of the date hereof, is hereby acknowledged and accepted.++_RESOLVED:_+> That the resignations of James Zemlin as President of the Node.jsFoundation, and of Mike Woster as Treasurer and Secretary of the Node.js Foundation, effective as of the date hereof, is hereby acknowledged and accepted.++#### Adoption of Bylaws++Mr. Nicholas presented a resolution to amend and restate the bylaws of Node.js Foundation, and upon motion duly made and then seconded by Director Newcomb and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the Bylaws of the Node.js Foundation, are hereby amended and restated, to read in their entirety in the form attached to these minutes as Exhibit A.++#### Plan for Election of Gold and Silver Directors++Mr. Nicholas introduced the topic of Gold and Silver member elections with the following guidelines and timeline:++*   Run elections of Gold and Silver Directors in parallel.+    *   Each member group will elect their representative (e.g. Gold members vote for a Gold Director, Silver Members vote for a Silver Director)+*   Start call for nominations (name, short bio): June 22+*   End nomination period: 9pm Pacific Time on June 26+*   Send slate of respective nominees to Gold and Silver members: June 30+*   Send ballot or link to electronic voting: June 30 - July 1+    *   If there are only 2 candidates for 1 Director position per class, use simple email vote. The candidate with the most votes wins.+    *   If there are more than 2 candidates or multiple Director positions per class, use Condorcet voting (http://civs.cs.cornell.edu/)+*   Voting period ends: July 8, 9pm Pacific Time+*   Election winners announced: July 9++A question was raised about using Condorcet voting, as this can be a gray area for entities incorporated in Delaware.++Mr. Dolan noted that a plurality vote can be used in place of Condorcet voting. With the update to using a plurality vote, there were no objections to the plan for Gold and Silver Director elections.++#### Officer Positions Defined in Bylaws and Election of Interim Officers++Mr. Nicholas introduced the topic of officer positions. Mr. Nicholas reviewed the officer positions as defined in the Bylaws and noted that these elections will take place at a future Board meeting after the Gold and Silver Director elections. Mr. Nicholas noted that the Node.js Foundation should elect an interim Chairperson until the permanent officer elections for the purposes of executing operational documents for the Foundation. Discussion ensued leading to the outcome that both an interim Chairperson and an interim Vice Chairperson would be elected. Mr. Nicholas presented a resolution to elect interim officers, and upon motion duly made by Director Rabellino, seconded by Director Newcomb and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the following individuals be, and hereby are, elected to the offices of the Node.js Foundation set forth below, to hold such offices until his or her successors are duly elected and qualified or until his or her earlier resignation or removal:+> * Scott Hammond -- Chairperson (interim)+> * Gianugo Rabellino -- Vice Chairperson (interim)++#### Plan for Election of Officers++Mr. Nicholas introduced the topic of Officer elections with the following guidelines and timeline:++*   Simple email vote+*   Start call for nominations (name, short bio): July 9+*   End nomination period: 9pm Pacific Time on July 14+*   Election of officers will be conducted by an email (or via alternative online or electronic means) vote over a five-day period beginning July 15 and ending July 20.++Mr. Dolan clarified that these elections are delayed so that the Gold, Silver, and TSC Directors that will be elected in the coming weeks are able to nominate themselves for Officer positions.++There were objections to the plan for Officer elections.++#### Resolution to Adopt IP Policy++Mr. Nicholas presented a resolution to adopt the IP Policy of the Node.js Foundation. Upon motion duly made by Director Moore, seconded by Director Rabellino and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the Node.js Foundation IP Policy, in the form attached hereto asExhibit B, is hereby confirmed, approved and adopted and shall be filed with the record of this meeting.++#### Adoption of Trademark License Agreement++Mr. Nicholas presented a resolution to approve the Trademark License Agreement between the Node.js Foundation and Joyent, Inc. Upon motion duly made by Director Newcomb, duly seconded and unanimously adopted, the following resolution was approved:++_RESOLVED:_+> That the Trademark License Agreement between the Node.js Foundation and Joyent, Inc., in substantially the form attached hereto as Exhibit C, is hereby approved, and that the officers of the Foundation are each authorized to execute and deliver such Agreement on behalf of the Foundation, with such amendments as any such officer may deem to be necessary, desirable or appropriate.++#### Resolution to Adopt Node.js Trademark Guidelines++Mr. Nicholas presented a resolution to adopt the Trademark Guidelines of the Node.js Foundation. Upon motion duly made by Director Hammond, seconded by Director Moore and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the Node.js Trademark Guidelines, in the form attached hereto asExhibit D, are hereby confirmed, approved and adopted and shall be filed with the record of this meeting.++#### Resolution to Adopt TSC Charter++Mr. Nicholas presented a resolution to adopt the Technical Steering Committee Charter. Upon motion duly made by Director Hammond, seconded by Director Rabellino and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the Technical Steering Committee Charter, in the form attached hereto as Exhibit E, is hereby confirmed, approved and adopted and shall be filed with the record of this meeting.++#### Discussion and Adoption of Antitrust Policy++Mr. Nicholas introduced the topic of the Node.js Foundation Antitrust Policy and introduced Mr. Updegrove to lead the discussion. Mr. Updegrove reviewed the history, purpose and intent of the Antitrust Policy, and provided the Board with a general overview of antitrust and competition laws. The Directors discussed whether it would be appropriate to have Mr. Updegrove regularly participate in meetings of the Board of Directors. Directors Moore and Hammond indicated a preference to have Mr. Updegrove attend regular meetings of the Board of Directors.++At this point in the meeting Danese Cooper joined the meeting.++Mr. Nicholas presented a resolution to adopt the Node.js Foundation Antitrust Policy. Upon motion duly made by Director Moore, seconded by Director Hammond and unanimously adopted, the following resolution was approved:++_RESOLVED:_+> That the Node.js Foundation Antitrust Policy, in the form attached hereto as Exhibit F, is hereby confirmed, approved and adopted, and shall be filed with the record of this meeting.++#### Adoption of Membership Agreement++Mr. Nicholas introduced the topic of the Membership Agreements. Upon motion duly made by Director Hammond, seconded by Director Rabellino and unanimously approved, the following resolutions were adopted:++_RESOLVED:_+> That the form of Membership Agreement attached hereto asExhibit Gishereby approved, and shall be filed with the record of this meeting.++_RESOLVED FURTHER:_+> That the Foundation officers are hereby authorized to make modifications to such agreement, as such officers deem to be necessary, desirable or appropriate with the advice of legal counsel, and that all such modifications shall be deemed to have been approved by this resolution.++#### Resolution to Authorize the Linux Foundation to Execute Membership Agreements++Mr. Nicholas presented a resolution authorizing the Linux Foundation to review, execute, and deliver Membership Agreements. Upon motion duly made by Director Moore, seconded by Director Hammond and unanimously approved, the following resolution was adopted:++_RESOLVED:_+> That any Officer of the Linux Foundation may review, execute and deliver membership agreements on behalf of the Node.js Foundation, and that all prior executions and deliveries of any such membership agreements are hereby ratified, approved and adopted.++#### Budget Summary++Mr. Nicholas introduced the topic of budget. Mr. Nicholas presented a brief budget summary, noting that there are currently 19 signed membership applications with an expected revenue of $1.54 million and current anticipated expenses to date of $100,000\. Mr. Nicholas noted that a more detailed budget would be presented in a subsequent Board meeting.++#### Signature Authority++Mr. Nicholas introduced the topic of signature authority. A question was raised about requiring dual signatures. Discussion ensued, leading to the outcome that dual signatures would be required on any transaction over $10,000\. Mr. Dolan noted that the resolutions pertaining to signature authority would be updated with this verbiage and presented at the next Board meeting.++#### Empowerment of Officers++Mr. Nicholas presented a resolution related to the empowerment of officers, and upon motion duly made by Director Moore and seconded by Director Hammond, the following resolution was unanimously approved and adopted:++_RESOLVED:_+> That the proper officers of the Foundation be, and each of them acting individually hereby is, authorized, empowered and directed to prepare or have prepared, execute and deliver all such other instruments or agreements, make all such payments, make all such filings and do all such other acts and things as in their opinion, or in the opinion of any of them, may be necessary or appropriate in order to carry out the intent and purposes of the foregoing resolutions.++#### Plan for Future Meetings++Mr. Nicholas introduced the topic of planning for future meetings. Mr. Nicholas noted that the next Board meeting would be held after elections have concluded. Mr. Nicholas raised the question of meeting cadence. Discussion ensued leading to the outcome that Mr. Nicholas would create a Doodle poll for the next Board meeting, as well as a poll to establish an on-going cadence.++Mr. Nicholas reviewed the items on the agenda for the upcoming Board meeting and called for any additions. A request was made to have an update on directors’ and officers’ insurance, bank accounts and tax matters.++A request was made to hold a Board Director face-to-face meeting during the year most likely tied to an existing Node.js event.++## Adjournment+++There being no further business to come before the meeting and upon motion duly made by Director Hammond and seconded by Director Rabellino and unanimously approved by the Directors, the meeting was adjourned at 12:00pm Pacific Time.++Respectfully submitted,++\__________________________++Scott Hammond Chairperson

minutes/2015-07-27.md

new file mode 100644@@ -0,0 +1,107 @@+# MINUTES OF THE PUBLIC SESSION OF THE REGULAR MEETING OF THE BOARD OF DIRECTORS++27 July 2015++A public session of a regular meeting of the Board of Directors (the “Board”) of Node.js Foundation, a Delaware not-for-profit membership corporation, was held on 27 July 2015 at 2:00 p.m. PT via teleconference.++## Participants++### Directors++* Todd Moore (IBM)+* Scott Hammond (Joyent)+* Gianugo Rabellino (Microsoft)+* Imad Sousou (Intel)+* Danese Cooper (PayPal)+* Brian McCallister (Groupon)+* and Charlie Robbins (GoDaddy) attended the entire meeting.++### Counsel++* Andrew Updegrove (Gesmer Updegrove LLP).++### Also Attending the Meeting:++* Michael Dolan (The Linux Foundation)+* Scott Nicholas (The Linux Foundation)+* Mikeal Rogers (The Linux Foundation)+* Laura Kempke (The Linux Foundation)+* and Rod Vagg (Nodesource) also attended the meeting.++## Meeting+### Call to Order+++Director Hammond called the meeting to order at 2:08 p.m. PT and Ms. Kempke recorded the minutes. A quorum of Directors was established for the conduct of business, and the meeting, having been duly convened, was ready to proceed with business.++#### Introduction & Agenda++Mr. Nicholas introduced the agenda, welcomed everyone to the meeting and noted the antitrust policy. Mr. Nicholas noted that Apigee had joined the Foundation as a Silver Member.++#### Acknowledgement of Appointment of Gold and Silver Directors++Mr. Nicholas presented a resolution to acknowledge the election of a Gold Director by the Gold Members and the election of a Silver Director by the Silver Members. Upon motion duly made by Director Moore, duly seconded and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the Board hereby acknowledges the election of the following individual by the Gold Members to serve as a Gold Director (as defined in the By-laws):+> * Charlie Robbins (GoDaddy.com)++_RESOLVED:_+> That the Board hereby acknowledges the election of the following individual by the Silver Members to serve as a Silver Director (as defined in the By-laws):+> * Brian McCallister (Groupon)++#### Acknowledgement of the Designation of the TSC Director by the Technical Steering Committee++Mr. Nicholas presented a resolution to acknowledge the designation of the TSC Director by the Technical Steering Committee. Upon motion duly made by Director Moore, seconded by Director Rabellino and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the Board hereby acknowledges the designation by the TechnicalSteering Committee of Rod Vagg as the Technical Steering Committee’s representative to the Board and the Board hereby acknowledges Rod Vagg as the “TSC Director,” as defined in the By-laws.++#### Review of Officer Positions++Mr. Nicholas then reviewed the following information with respect to the officers of the Node.js Foundation:++* Chairperson+  * A Platinum Director unless no Platinum Director is willing to be nominated+  * Powers of a chief executive officer, presides over meetings of the Board of Directors++* Vice Chairperson+  * A Platinum Director unless no Platinum Director is willing to be nominated+  * Performs the duties of the Chairperson in the absence of the Chairperson++* Secretary+  * Records all proceedings of the meetings of the Node.js Foundation and Board of Directors++Mr. Nicholas announced that the following nominations had been received:++* Nominees for Chairperson (in alpha order by Member name):+  * Scott Hammond, Joyent+  * Gianugo Rabellino, Microsoft+  * Danese Cooper, PayPal++* Nominee for Vice Chairperson:+  * Gianugo Rabellino, Microsoft++* Nominee for Secretary:+  * Gianugo Rabellino, Microsoft++Director Rabellino indicated his intent to run for Chairperson only in the absence of other nominees. The Board discussed whether the runner-up in the Chairperson election should be elected as Vice Chairperson, and it was determined that the election of Vice Chairperson would be handled separately, after the election of the Chairperson.++Mr. Nicholas proposed for consideration by the Board that a voting period for the election of Chairperson commence on July 28, 2015, closing by Friday, July 31, 2015. Mr. Nicholas asked whether there were any objections to this approach for the election of Chairperson, and there were no objections from the Directors.++#### Approval of Minutes++Mr. Nicholas then asked the Directors to approve the minutes of the public session of the June 17, 2015 meeting of the Board of Directors which had been attached as Exhibit A to the slide deck distributed in advance of the meeting. Upon motion duly made by Director Rabellino, seconded by Director McCallister and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the minutes of the public session of the June 17, 2015 meeting of the Board of Directors, in the form attached hereto as Exhibit A, are hereby confirmed, approved and adopted.++#### Update from the Technical Steering Committee++Mr. Nicholas introduced Mikeal Rogers, Community Manager of the Node.js Foundation. Mr. Rogers in turn introduced Rod Vagg, TSC Director. Director Vagg provided an overview of activities by the Technical Steering Community. Mr. Vagg reviewed planned release and convergence plans, and discussed a planned Collaborator Summit. Director Vagg discussed the employment availability of Jeremiah Senkpiel, who has been valuable to the Technical Steering Committee and the Node.js project. Director Vagg then discussed the potential participation of the Node.js Foundation in ECMA TC39 discussions.++Mr. Rogers then provided an overview on plans with respect to developer travel funds. Mr. Rogers asked for any questions for the Board. Mr. Nicholas then asked the Directors if there were any objections to the proposed plan with respect to developer travel funds, and there were no objections. The Directors voiced their approval for adoption of the proposed developer travel fund.++#### Vote to Adjourn the Public Session++At 2:52 pm PT, upon motion duly made by Director McCallister and seconded by Director Rabellino, the Directors voted to adjourn the public session of the meeting of the Board of Directors.

minutes/2015-08-31.md

new file mode 100644@@ -0,0 +1,125 @@+# MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS++31 August 2015++A public session of a regular meeting of the Board of Directors (the “Board”) of the Node.js Foundation, a Delaware not-for-profit membership corporation, was held on 31 August 2015 at 2:00pm Pacific Time via teleconference.++## Participants++### Directors++* Todd Moore (IBM)+* Rod Vagg (NodeSource)+* Charlie Robbins (GoDaddy.com)+* Scott Hammond (Joyent)+* Brian McCallister (Groupon)+* Gianugo Rabellino (Microsoft)+* Danese Cooper (PayPal)++### Also Participating++* Scott Nicholas (The Linux Foundation)+* Todd Benzies (The Linux Foundation)+* Mikeal Rogers (The Linux Foundation)+* Michael Dolan (The Linux Foundation)+* Dan Shaw (NodeSource)++## Meeting+### Call to Order++Director Cooper called the meeting to order at 2:04pm Pacific Time and Mr. Benzies recorded the minutes. A quorum of Directors was established for the conduct of business and the meeting, having been duly convened, was ready to proceed with business.++#### Antitrust Compliance Notice++Mr. Nicholas reviewed the Antitrust Compliance Notice contained within the agenda deck distributed for the meeting.++#### Introduction & Agenda++Mr. Nicholas introduced the agenda, reviewed the current membership, and welcomed everyone to the meeting.++#### Officer Positions Defined in Bylaws and Election of Officers++Mr. Nicholas introduced the topic of officer positions. He then presented a resolution to elect officers, and upon motion duly made and then seconded by Director McCallister and unanimously adopted, the following resolution was approved:++_RESOLVED:_+> That the following individuals be, and hereby are, elected to the office of the Node.js Foundation set forth below, to hold such offices until his or her successors are duly elected and qualified or until his or her earlier resignation or removal:+> * Danese Cooper -- Chairperson+> * Scott Hammond -- Vice Chairperson+> * Gianugo Rabellino -- Secretary++#### Approval of Minutes++Mr. Nicholas asked the Directors to approve the minutes of the public session of the July 27, 2015, meeting of the Board of Directors, which had been attached as Exhibit A to the slide deck distributed in advance of the meeting. Upon motion duly made by Director Moore, seconded by Director Cooper and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the minutes of the public session of the July 27, 2015, meeting of the Board of Directors, in the form attached hereto as Exhibit A, are hereby confirmed, approved and adopted.++#### Approval of Amendment No. 1 to the Trademark License Agreement++Mr. Nicholas introduced the topic of Amendment No. 1 to the Trademark License Agreement, noting that this was for Node.js Interactive, the conference in December that will be hosted by the Foundation. A question was raised about why it is licensed as opposed to being assigned to the Foundation. Mr. Nicholas clarified that during formation, the working group decided to enter into a license agreement as opposed to an assignment. Director Moore noted that this method is not uncommon. Mr. Nicholas presented a resolution to amend the Trademark License Agreement, and upon motion duly made by Director Cooper, seconded by Director Moore and unanimously adopted, the following resolution was approved:++_RESOLVED:_+> That Amendment No. 1 to the Trademark License Agreement between the Node.js Foundation and Joyent, Inc., in substantially the form attached hereto as Exhibit B, is hereby approved, and that the officers of the Foundation are each authorized to execute and deliver such Agreement on behalf of the Node.js Foundation, with such amendments as any such officer may deem to be necessary, desirable or appropriate.++#### Committee Membership Resolutions++Mr. Nicholas introduced the topic of Committee Membership Resolutions, noting that Legal, Audit & Finance and Marketing Committees were formed during the last Board meeting. Mr. Nicholas noted that the Legal and Audit & Finance Committees are committees of the Board, and the Marketing Committee is a committee of the members. Mr. Nicholas clarified that for the Board Committees, the individuals on the committee must be elected. He then presented resolutions regarding Committee Membership, and upon motion duly made by Director Robbins, seconded by Director McCallister and unanimously adopted, the following resolutions were approved:++_RESOLVED:_+> That the following Directors are hereby elected to serve on theLegal Committee at the pleasure of the Board, or until any such Director shall sooner resign or not be reelected or appointed, as appropriate, to the Board: Todd Moore, Rod Vagg and Gianugo Rabellino, provided that each member of such Committee may, if he or she so chooses, designate one of its legal counsel++or legal staff to participate and vote in meetings of such Committee on its behalf.++_RESOLVED:_+> That the following Directors are hereby elected to serve on theAudit and Finance Committee at the pleasure of the Board, or until any such Director shall sooner resign or not be reelected or appointed, as appropriate, to the Board: Scott Hammond, Todd Moore, Charlie Robbins and Brian McCallister.++_RESOLVED:_+> That the appointment of Bill Fine as Chair of the Marketing Committee is hereby acknowledged and approved.++A question was raised as to whether Committees of the Board can change or add to their membership without a Board resolution. Mr. Nicholas took the action to provide an answer to the Board by the next Board meeting.++#### TSC Updates++Mr. Nicholas introduced the topic of TSC updates and asked Director Vagg to provide the status.++Mr. Vagg noted that relating to the LTS Policy and 0.12 LTS amendment has been contracted by three months, putting it at the end of December 2016, instead of April 2017.++Mr. Vagg noted that relating to Project Lifecycle, it is likely the TSC will split into Node Core TSC, as well as a more broad TSC that can pull in members responsible for other top level projects. Mr. Vagg mentioned that the TSC is in the process of shifting to a new website which should be live by the end of the night.++A question was raised about monitoring web traffic. Mr. Rogers clarified that web traffic, as well as download numbers, can be monitored. He noted that the Marketing Committee has not been involved with this yet, but expects that they will be in the future.++A question was raised about announcing v4 at NodeConf EU. Mr. Rogers clarified that the PR team is pulling together announcement that covers not just v4, but also the success of the Foundation, converge release, and the LTS story. A request was made for a short FAQ for NodeConf EU. Mr. Rogers clarified that the PR team is already compiling an FAQ.++#### Hackathons (Code + Learn)++Mr. Rogers introduced the topic of Hackathons (Code + Learn)+* noting that Hackathons are the outgrowth of Collaborator Summit with the goal of broadening contributorship with women, new geographies and other ways to diversify. Mr. Rogers noted that certain projects have centralized around a timezone and a goal is to help globalize this, making it more accessible for other timezones. Mr. Rogers explained that the Hackathons will be small events or workshops with 10-30 people, with the goal of helping new committers. Mr. Rogers noted that there are four potential events in September and that the TSC will use a small amount of the hackathon money from the budget.++A question was raised about metrics. Mr. Rogers clarified that when a session starts, GitHub usernames are collected and future work can then be tracked.++#### Events Update++Mr. Rogers introduced the topic of upcoming events, noting that NodeConf EU will take place very soon. Mr. Rogers mentioned that four Board members will be there and there will be a Foundation panel moderated by Mr. Rogers.++Mr. Rogers also noted that the conference hosted by the Foundation in December has been named Node.js Interactive. Mr. Rogers updated the Board that the event microsite should be live later this week and that the Chairs for the three tracks have been identified.++#### KPIs and Future Goals++Mr. Rogers introduced the topic of KPIs. Discussion ensued, leading to the outcome that the three top-level goals are contribution, usage, and membership, with diversity being a common theme.++Mr. Rogers took the action will come back with a proposal and suggested metrics for the next Board meeting.++#### Plan for Future Meetings++Mr. Nicholas introduced the topic of planning for future meetings. Discussion ensued leading to the outcome that Monday, September 28 at 2:00pm Pacific Time is suitable. Mr. Nicholas took the action to find an ongoing meeting cadence for the Board.++## Adjournment+++At 2:42pm Pacific Time, upon motion duly made by Director Cooper and seconded by Director McCallister, the Directors voted to adjourn the public session of the meeting of the Board of Directors.++Respectfully submitted,++\__________________________++Gianugo Rabellino\ No newline at end of file

minutes/2015-09-28.md

new file mode 100644@@ -0,0 +1,124 @@+# MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS++28 September 2015++A public session of a regular meeting of the Board of Directors (the “Board”) of the Node.js Foundation, a Delaware not­for­profit membership corporation, was held on 28 September 2015 at 2:00pm Pacific Time via teleconference.++## Participants++### Directors++* Scott Hammond (Joyent)+* Brian McCallister (Groupon)+* Charlie Robbins (GoDaddy.com)+* Rod Vagg (NodeSource)+* Gianugo Rabellino (Microsoft)+* Rich Sharples (Red Hat)+* Todd Moore (IBM)+* Danese Cooper (PayPal)++### Also Participating++* Mikeal Rogers (The Linux Foundation)+* Scott Nicholas (The Linux Foundation)+* Todd Benzies (The Linux Foundation)+* Laura Kempke (The Linux Foundation)++### Counsel++* Sarah Richmond (Gesmer Updegrove, LLP)++## Meeting+### Call to Order+++Director Cooper called the meeting to order at 2:08pm Pacific ​Time and Mr. Benzies recorded the minutes. A quorum of Directors was established for the conduct of business and the meeting, having been duly convened, was ready to proceed with business.++#### Antitrust Compliance Notice++Mr. Nicholas reviewed the Antitrust Compliance Notice contained within the agenda deck distributed for the meeting.++#### Welcome Red Hat++Mr. Nicholas introduced the topic of Red Hat joining the Node.js Foundation as a Platinum Member. ​He then presented a resolution to acknowledge Red Hat’s membership, and upon motion duly made by Director Cooper and then seconded by Director Moore and unanimously adopted, the following resolution was approved:++_RESOLVED:_+>​That the Board hereby acknowledges that Red Hat has joined the Node.jsFoundation as a Platinum Member. That Red Hat's membership in the Node.js Foundation is effective as of today. That the Board hereby acknowledges the appointment of the following individual by Red Hat to serve as a Platinum Director (as defined in the By­laws): Rich Sharples++#### Current Membership++Mr. Nicholas reviewed the current membership and directors.++#### Approval of Minutes++Mr. Nicholas asked the Directors to approve the minutes of the public session of the August 31, 2015, meeting of the Board of Directors, which had been attached as Exhibit A to the slide deck distributed in advance of the meeting. Upon motion duly made b​yDirector Rabellino, seconded by Director Moore and approved by all Directors in attendance, the f​ollowing resolution was adopted:++_RESOLVED:_+>​That the minutes of the public session of the August 31, 2015, meeting ofthe Board of Directors, in the form attached hereto as Exhibit A, are hereby confirmed, approved and adopted.++#### Agenda++Mr. Rogers ​introduced the agenda. There were no additional topics added.++#### Schedule Board Retreat Q1 2016++Mr. Rogers introduced the topic of a Board retreat during the first quarter of 2016, noting that co­locating with Linux Foundation Collaboration Summit during March 29­31 in Lake Tahoe, CA is a potential option for consideration.++There was a suggestion to hold the Board retreat adjacent to a Node.js event, instead. Discussion ensued leading to the outcome that Mr. Rogers would determine if Node Summit will be happening during the first quarter of 2016 and a potential co­location could happen there.++#### TSC Update++Mr. Rogers introduced the topic of the TSC progress and asked Director Vagg to provide an update. Director Vagg noted that v4 was released roughly on schedule and almost universally positively received. He noted that the initial adoption numbers from npm are at 12.5% of the total for v4.++A question was raised as to whether v4.1.1 is now listed as stable. Director Vagg confirmed that as accurate.++A question was raised as to whether the TSC is still on track for LTS. Director Vagg confirmed that the TSC is still on track and that this is planned for the first week of October.++Mr. Rogers introduced the topic of the umbrella program. Mr. Rogers noted that they have put together a policy to incubate new top­level projects and that the document is almost finalized++after having received great feedback from many people in the community. Mr. Rogers noted that the TSC is schedule to put this doc for approval within the next week and from there, they will open up for a couple top­level projects to join.++Director Cooper recommended that Director Rabellino also take a look at this document from an Apache perspective. Director Rabellino agreed.++#### Recap of September Events++Mr. Rogers introduced the topic of September events, noting that NodeConf EU went very well. He noted that he is going to adapt the questions from the panel discussion into an FAQ.++Mr. Rogers introduced the topic of Code and Learn, noting that three tutorials have now taken place with the purpose getting people involved in core directly. Mr. Rogers stated that the main takeaway was the reverse the structure by developing a local program and then once somewhat established, send a core contributor to that group.++A question was raised about the expectations versus the outcome of the Code and Learn. Mr. Rogers noted that they program will grow quicker than initially thought. He also noted surprise that London performed better than Waterford, which was not expected.++Director Cooper encouraged the Board to be present at larger events. Director Moore agreed with the importance, noting that people had really interesting questions.++#### Individual Membership++Mr. Rogers introduced the topic of Individual Membership and gave an overview of the process flow as detailed in the Board package. He noted that Individual membership is free for contributors and students to sign up. He explained that once this is live, the Foundation can start accepting individual members and eventually run an election for Board representation.++#### KPIs and Future Goals++Mr. Rogers introduced topic of KPIs and future goals, noting that the potential Foundation metrics could be members, projects admitted, and revenue, while the potential Project metrics could be new contributions, contribution activity, and contributor retention.++A suggestion was made to consider metrics around the share of press. Mr. Rogers clarified that the PR Manager provides a monthly marketing report to the Marketing Committee that includes share of press, as well as many other marketing metrics.++Another suggestion was made to create a survey around net promoter score.++#### Plan for Future Meetings++Mr. Nicholas introduced the topic of planning for future meetings. Discussion ensued leading to the outcome that the monthly Board meeting will be held on the fourth Monday of month at 5:00pm Eastern Time, with exception of October. The October Board meeting will be moved to Monday, November 2nd at 5:00pm Eastern Time.++#### Ability for Committees to Add Members++Mr. Nicholas introduced the topic of adding members to Board Committees, in following up from a question received at the prior Board meeting. Mr. Nicholas explained that according to counsel the Board of Directors should make changes to Board Committees, versus the committees themselves.++A question was raised as to whether this only applies to Board Committees or if it also applies to Committees of the Members, for example the Marketing Committee. Mr. Nicholas took the action to provide an update in the next Board meeting.++## Adjournment+++At ​2:47pm Pacific Time​,upon motion duly made by Director Cooper and seconded by Director Moore, the Directors voted to adjourn the public session of the meeting of the Board of Directors.++Respectfully submitted,++\__________________________++Gianugo Rabellino\ No newline at end of file

minutes/2015-11-02.md

new file mode 100644@@ -0,0 +1,96 @@+# MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS++2 November 2015++A public session of a regular meeting of the Board of Directors (the “Board”) of the Node.js Foundation, a Delaware not-for-profit membership corporation, was held on 2 November 2015 at 2:00pm Pacific Time via teleconference.++## Participants++### Directors++* Todd Moore (IBM)+* Scott Hammond (Joyent)+* Rod Vagg (NodeSource)+* Rich Sharples (Red Hat)+* Gianugo Rabellino (Microsoft)+* Imad Sousou (Intel)++### Also Participating++* Scott Nicholas (The Linux Foundation)+* Todd Benzies (The Linux Foundation)+* Michael Dolan (The Linux Foundation)+* Mikeal Rogers (The Linux Foundation)++### Counsel++* Andrew Updegrove (Gesmer Updegrove, LLP)++## Meeting+### Call to Order++Director Hammond called the meeting to order at 2:06pm Pacific Time and Mr. Benzies recorded the minutes. A quorum of Directors was established for the conduct of business and the meeting, having been duly convened, was ready to proceed with business.++#### Antitrust Compliance Notice++Mr. Nicholas reviewed the Antitrust Compliance Notice contained within the agenda deck distributed for the meeting.++#### Current Membership++Mr. Nicholas reviewed the current membership and Directors, noting that RisingStack has joined as a Silver member.++#### Approval of Minutes++Mr. Nicholas asked the Directors to approve the minutes of the public session of the September 28, 2015 meeting of the Board of Directors, which had been attached as Exhibit A to the slide deck distributed in advance of the meeting. Upon motion duly made by Director Hammond, seconded by Director Moore and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the minutes of the public session of the September 28, 2015, meeting of the Board of Directors, in the form attached hereto as Exhibit A, are hereby confirmed, approved and adopted.++#### Agenda++Mr. Rogers introduced the agenda. There were no additional topics added.++#### CollabSummit / Schedule Board Meeting Q1 2016++Mr. Rogers introduced the topic of a face-to-face Board meeting during the first quarter of 2016, noting that co-locating with Linux Foundation Collaboration Summit during March 29-31 in Lake Tahoe, CA is a potential option for consideration.++Discussion ensued, leading to the outcome that the Board would like to hold a face-to-face Board meeting in conjunction with the Linux Foundation Collaboration Summit, potential the day prior to the event. In addition, the Board expressed interested in participating in additional activities while at the event, for example contributing content and discussions via the CFP. Mr. Rogers took the action to schedule the Board meeting, as well as prepare thoughts and process for further participation to be presented at the upcoming Board meeting.++Upon motion duly made by Director Moore, seconded by Director Rabellino and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> The Board of Directors of the Node.js Foundation will hold the March Board meeting face-to-face in conjunction with the Linux Foundation Collaboration Summit in Lake Tahoe, CA.++#### TSC Update++Mr. Rogers introduced the topic of the TSC progress and asked Director Vagg to provide an update.++Director Vagg noted that v5.0.0 went out last week. He explained that the TSC is on a compressed time schedule for this year to meet the LTS timeline for October. Director Vagg noted v4 is under the LTS plan and is recommended to be used by organizations with complex deployments. He mentioned that v5 will only be supported for about 8 months. v6 will be the next LTS. Director Vagg reported that the release went well, however there was some difficulty in the messaging and this could get refined.++Director Vagg noted that there is security concern of a denial of service bug and that it is not yet public. Shortly, the TSC will announce general information about the bug, as well as a timeframe and who is impacted.++Director Vagg noted that the API Workgroup had their first meeting recently and need additional contributors to define and implement an API for compliance.++Director Vagg updated the Board regarding the umbrella (project lifecycle)+* noting that the TSC has created a core top-level project and that authority over core has been given to that project.++#### Member Travel Fund Resolution++Mr. Rogers introduced the topic of the member travel fund and provided a brief overview. A comment was made that quality control is extremely important. Mr. Rogers noted that the TSC will be vetting the requests. Upon motion duly made by Director Vagg, seconded by Director Sharples and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the board hereby establishes a fund for Individual Membertravel under the following conditions. That the fund be managed by the TSC and each member granted a stipend be approved by the TSC under a formally documented process based on EXHIBIT C. That the TSC may make improvements to this process documented at [https://github.com/nodejs/TSC/](https://github.com/nodejs/TSC/blob/master/Member-Travel-Fund.md) [blob/master/Member-Travel-Fund.md](https://github.com/nodejs/TSC/blob/master/Member-Travel-Fund.md) That the fund not exceed the $75K budget allocated for “Event and Tradeshow Participation.++#### Plan for Future Meetings++Mr. Rogers introduced the topic of planning for future meetings, noting that the next Board meeting will be face-to-face at Node.js Interactive on December 7th. Mr. Rogers noted that the Directors should have all arrived by 5:00pm Pacific Time on that date and called for any timing constraints from the Directors. There were no constraints voiced. Mr. Rogers took the action to schedule the location and time for the meeting, noting that there will be a conference line for any Director that is not able to attend in person.++## Adjournment++At 2:41pm Pacific Time, upon motion duly made by Director Hammond and seconded by Director Moore, the Directors voted to adjourn the public session of the meeting of the Board of Directors.++Respectfully submitted,++\__________________________++Gianugo Rabellino\ No newline at end of file

minutes/2015-12-07.md

new file mode 100644@@ -0,0 +1,125 @@+# MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS++7 December 2015++A public session of a regular meeting of the Board of Directors (the “Board”) of the Node.js Foundation, a Delaware not-for-profit membership corporation, was held on 7 December 2015 at 5:00pm Pacific Time both face-to-face and via teleconference.++## Participants++### Directors++* Todd Moore (IBM)+* Gianugo Rabellino (Microsoft)+* Rich Sharples (Red Hat)+* Charlie Robbins (GoDaddy)+* Brian McCallister (Groupon)+* Rod Vagg (NodeSource)+* Scott Hammond (Joyent)+* Danese Cooper (PayPal)+* Imad Sousou (Intel)++### Counsel++* Andrew Updegrove (Gesmer Updegrove LLP)++### Also Participating++Todd Benzies (The Linux Foundation)+* Mikeal Rogers (The Linux Foundation)+* Greg Wallace (The Linux Foundation)+* Scott Nicholas (The Linux Foundation)+* Bert Belder (StrongLoop)++## Meeting+### Call to Order+++Director Cooper called the meeting to order at 5:02pm Pacific Time and Mr. Benzies recorded the minutes. A quorum of Directors was established for the conduct of business and the meeting, having been duly convened, was ready to proceed with business.++#### Antitrust Compliance Notice++Mr. Rogers reviewed the Antitrust Compliance Notice contained within the agenda deck distributed for the meeting.++#### Current Membership++Mr. Rogers reviewed the current membership and Directors, noting that Yahoo! has joined as a Silver member.++#### Approval of Minutes++Mr. Rogers asked the Directors to approve the minutes of the public session of the November 2, 2015 meeting of the Board of Directors, which had been attached as Exhibit A to the slide deck distributed in advance of the meeting. Upon motion duly made by Director Rabellino, seconded by Director Hammond and approved by all Directors in attendance save for Director McCallister who abstained, the following resolution was adopted:++_RESOLVED:_+> That the minutes of the public session of the November 2, 2015,meeting of the Board of Directors, in the form attached hereto as Exhibit A, are hereby confirmed, approved and adopted.++#### Agenda++Mr. Rogers introduced the agenda. There were no additional topics added.++#### Libuv Overview++Mr. Rogers introduced the topic of a libuv and provided an overview as to why the TSC and current libuv contributors agree that is should be in the Node.js Foundation.++A question was raised about what we would be done differently than before. Mr. Rogers clarified that the TSC would create a new contribution policy tailored specific to libuv. Mr. Rogers also noted that the Foundation would use community outreach, social media, and also continue to assign more mentors.++A question was raised as to whether it was C++? Mr. Roger clarified that yes, it is.++Mr. Belder provided an overview of the work that needs to be done.++Upon motion duly made by Director Moore, seconded by Director Robbins and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the board hereby admits the libuv project into the Foundation’s incubator under the supervision of the TSC.++A question raised about logistics. Mr. Rogers noted that this will information will now go back to TSC to notify them that libuv has been admitted. At that point, the TSC will assign mentors.++A question was raised about when this will be announced. Mr. Rogers noted that this is slotted in a press release scheduled for tomorrow, 8 December 2015.++#### TSC Update++Mr. Rogers introduced the topic of the TSC progress and asked Director Vagg to provide an update.++Director Vagg provided an overview of the security releases, noting that in all, there were a total of 4 vulnerabilities fixed in the latest release. Director Vagg encouraged anyone running Node.js to upgrade to the new version. Director Vagg noted that the full details can be found on the Node.js Foundation blog.++#### Discussion: Foundation Strategy in 2016++Mr. Rogers introduced the topic of 2016 strategy for the Foundation.++A question was raised to Director Vagg regarding what the project needs from a technical perspective. Director Vagg noted that it depends on V8, which has the++potential to change the Node.js API. He noted they will have to be adaptive and decide how much to include and to keep up with the desired us. Director Vagg noted that more work has to be done in platform support in the IoT space. He also noted that inclusivity and diversity are very important topics.++A question was raised to Director Vagg as to whether the technical community is short any resources. Director Vagg noted that the technical community is getting good resources, build and infrastructure are good, but OS X may be a challenge.++Director Cooper noted that compatibility across the different flavors of Node.js is important. She also noted that conference outreach is key for this project.++Mr. Rogers noted that the Marketing Committee has been discussing doing smaller, monthly events, similar to Node on the Road.++A question was raised regarding the location of key communities in different geographies that may not be being addressed sufficiently. Mr. Rogers noted that npm can share where their users are and that the community also has a map that pulls together where local meetups are and from this, the Marketing Committee can evaluate targeting.++Director Hammond added that a combination of big events, like Node.js Interactive, and smaller events, like Node on the Road, would be a good approach.++A question was raised about the top-level goals for the Foundation as to whether it was to increase popularity, increase users, or something different. Mr. Rogers noted that there are 3.3 million users right now and that the number is growing 100% year-over-year. Mr. Rogers added that this means that 50% of people every month are entirely new, which adds unique challenges.++A question was raised about the security process. Mr. Rogers noted that when the Foundation revved on the security process, they brought in Emily Ratliff from the Linux Foundation to help advise on best practices. Mr. Rogers has noted that the feedback has been positive since then.++Director Rabellino noted that we should attempt to identify which users need support beyond what the community is already provided and focus our efforts there.++Several Directors mentioned that developing personas would be very helpful.++A question was raised about diversity initiatives. Mr. Rogers noted that there is an inclusivity working group that is pulling together a code of conduct and could also help drive some diversity initiatives.++Director Cooper noted that there is criticism is that the Node.js Foundation is too US-centric.++Director Robbins noted that membership growth should be a goal.++## Adjournment++At 5:59pm Pacific Time, upon motion duly made by Director Cooper and seconded by Director Hammond, the Directors voted to adjourn the public session of the meeting of++the Board of Directors.++Respectfully submitted,++\__________________________++Gianugo Rabellino\ No newline at end of file

minutes/2016-02-29.md

new file mode 100644@@ -0,0 +1,88 @@+# MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS++29 February 2016++A public session of a regular meeting of the Board of Directors (the “Board”) of the Node.js Foundation, a Delaware not-for-profit membership corporation, was held on 29 February 2016 at 2:00pm Pacific Time via teleconference.++## Participants+### Directors++* Todd Moore (IBM)+* Gianugo Rabellino (Microsoft)+* Rich Sharples (Red Hat)+* Charlie Robbins (GoDaddy)+* Scott Hammond (Joyent)+* Brian McCallister (Groupon)+* Rod Vagg (NodeSource)+* Ashley Williams (Individual Member)++### Counsel++* Andrew Updegrove (Gesmer Updegrove LLC)++### Also participating++* Todd Benzies (The Linux Foundation)+* Mikeal Rogers (The Linux Foundation)+* Scott Nicholas (The Linux Foundation)++## Meeting+### Call to Order++Director Hammond called the meeting to order at 2:06pm Pacific Time and Mr. Benzies recorded the minutes. A quorum of Directors was established for the conduct of business and the meeting, having been duly convened, was ready to proceed with business.++#### Current Membership and Board Directors++Mr. Rogers reviewed the current membership and Directors noting that three new Silver members have joined. Mr. Rogers also noted the addition of the two new Individual Member Directors that will be ratified by the Board today -- Ashley Williams and Feross Aboukhadijeh.++#### Agenda++Mr. Rogers introduced the agenda. There were no additional topics added.++#### Welcome Individual Member Directors++Mr. Rogers introduced the topic of Individual Member Directors, noting that the elections have concluded. Upon motion duly made by Director McCallister, seconded by Director Robbins and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the Board hereby acknowledges the results of the Individual Membership election.+> * That the Board hereby acknowledges the appointment of the following individual to a one year term: Feross Aboukhadijeh.+> * That the Board hereby acknowledges the appointment of the following individual to a two year term: Ashley Williams.++#### Marketing and Communications Update++Mr. Rogers introduced the topic of a marketing and communications update and provided an update of recent activity as detailed in the Board materials.++A question was raised as to whether we add additional sponsorships to make up for any shortfall in running a cost neutral event portfolio. Mr. Rogers noted that the internal team is developing and that some funds for events may be needed like during the 2015 Summit. Mr. Benzies added that the Marketing Committee could opt to add additional sponsorship opportunities if necessary.++A request was made for an update regarding NodeTogether. Director Williams explained that NodeTogether is a pre-conference educational event for beginners from underrepresented groups, noting that more than 50 people applied and they had to turn down some due to capacity. Director Williams noted that 20 students were led by 2 mentors and were able to deploy their first app. Director Williams is searching for more mentors. She noted that the composition of NodeTogether was 85% women and 60% people of color.++#### New Logo++Mr. Rogers introduced the topic of the refreshed logo, not that social media and event branding have all been updated.++#### Education Community Manager Hire++Mr. Rogers introduced the topic of Education Community Manager, noting that Tracy Hinds has been officially hired as a contractor.++#### Express++Mr. Rogers introduced the topic of the Express Project noting that the TSC has admitted it into the Incubator. Mr. Rogers noted that it includes three GitHub orgs, roughly 100 repos, and several domain names. He clarified that all property transfers are from IBM or Doug Wilson.++Mr. Rogers discussed the next steps which are building out TC and writing contribution policies, as well as working to audit all repos based on our considerations for top level projects. Mr. Rogers noted that no new projects will be admitted to the incubator for at least a month.++A question was raised as to whether other contributors coming back to work on things. Mr. Rogers noted that it is too early to see and that the new contributing agreement is not posted yet.++A request was made to get clarity on the role of Incubator sooner than later. Director++Vagg noted that the TSC is working on this and will hopefully be ready to bring to the Board by next Board meeting.++## Adjournment+++At 2:36pm Pacific Time, upon motion duly made by Director Moore and seconded by Director Robbins, the Directors voted to adjourn the public session of the meeting of the Board of Directors.++Respectfully submitted,++\__________________________++Gianugo Rabellino\ No newline at end of file

minutes/2016-04-25.md

new file mode 100644@@ -0,0 +1,90 @@+# MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS++25 April 2016++A public session of a regular meeting of the Board of Directors (the “Board”) of the Node.js Foundation, a Delaware not-for-profit membership corporation, was held on 25 April 2016 at 2:00pm Pacific Time via teleconference.++## Participants+### Directors++* Charlie Robbins (GoDaddy)+* Feross Aboukhadijeh (individual Member)+* Rich Sharples (Red Hat)+* Rod Vagg (NodeSource)+* Todd Moore (IBM)+* Gianugo Rabellino (Microsoft)+* Scott Hammond (Joyent)+* Danese Cooper (PayPal)++### Counsel++* Andrew Updegrove (Gesmer Updegrove LLC)++### Also participating++* Todd Benzies (The Linux Foundation)+* Mikeal Rogers (The Linux Foundation)+* Colleen Evans (Microsoft)+* Michael Dolan (The Linux Foundation)+* Tracy Hinds (The Linux Foundation)+* Scott Nicholas (The Linux Foundation)++## Meeting+### Call to Order++Director Cooper called the meeting to order at 2:05pm Pacific Time and Mr. Benzies recorded the minutes. A quorum of Directors was established for the conduct of business and the meeting, having been duly convened, was ready to proceed with business.++#### Antitrust Compliance Notice++Mr. Rogers reviewed the Antitrust Compliance Notice.++#### Current Membership and Board Directors++Mr. Rogers reviewed the current membership.++#### Agenda++Mr. Rogers introduced the agenda. There were no additional topics added.++#### Node.js in the Media++Mr. Rogers introduced the topic of Node.js in the Media, noting that March was the best month yet. Mr. Rogers reviewed the media highlights from a recent survey conducted by the Foundation and noted that it has been helping with Node Everywhere messaging.++A question was raised as to what RedMonk’s suggestions were. Mr. Rogers noted that RedMonk highlighted the disparity in number of years among IoT developers and that most IoT in Node.js are older and more experienced, not just hobbyists.++#### Q1 2016 Metrics++Mr. Rogers introduced the topic of Q1 2016 Metrics noting that web traffic is up 25%, release downloads grew by 26%, and the npm registry grew by 18%.++#### TSC Update++Mr. Rogers introduced the topic of a TSC update and asked Director Vagg to provide an update. Director Vagg noted that Node.js v6 should be released tomorrow and provided a few highlights. Nearly doubled list of ES6 features. require() performance is four times that of v4\. Buffer security improvements. First release that does not break C++ API (native add-ons for v5 only need to re-compile for v6).++#### Commits to Core Branches++Mr. Rogers introduced the topic of commits to core branches, noting that it is a little down from record high in February. Mr. Rogers clarified that coming into major release, it is not abnormal to see a slight decline.++#### Events Update++Mr. Rogers introduced the topic of an events update, noting that Node.js LIve Paris had the best content of any Live event yet and that the Foundation will be promoting the videos shortly. Mr. Rogers added that the Live event series has allowed the Foundation to iterate and improve on all event work.++Mr. Rogers noted that the promo plan for Node.js Interactive is being finalized and tha ta formalized list of tracks will go up this week. Mr Rogers also noted that Node.js Interactive will include a “Code and Learn,” “Collaborator Summit,” and “NodeTogether” alongside each event.++A question was raised as to whether a blog will go out with this information. Mr. Rogers clarified that the content is good, so a blog or Medium is likely. Mr. Rogers took the action to sync with the Foundation PR team.++A question was raised as to whether the Code and Learn is a revamped format. Mr. Rogers clarified that it is not really a revised format and that it is aimed towards people that want to learn about core.++#### Budget++Mr. Rogers introduced the topic of budget, noting that the previously approved budget runs from June 2015 through June 2016\. Mr. Rogers noted that Mr. Benzies and he are working on a reforecasted budget that will run through December 2016 and that the Audit and Finance Committee will meet in early June to review the suggested budget prior to the June Board meeting.++## Adjournment+++At 2:23pm Pacific Time, Director Cooper adjourned the meeting.++Respectfully submitted,++\__________________________++Gianugo Rabellino\ No newline at end of file

minutes/2016-05-31.md

new file mode 100644@@ -0,0 +1,98 @@+# MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS++31 May 2016++A public session of a regular meeting of the Board of Directors (the “Board”) of the Node.js Foundation, a Delaware not-for-profit membership corporation, was held on 31 May 2016 at 2:00pm Pacific Time via teleconference.++## Participants+### Directors++* Ashley Williams (Individual Member)+* Brian McCallister (Groupon)+* Feross Aboukhadijeh (Individual Member)+* Charlie Robbins (GoDaddy)+* Colleen Evans (Microsoft)+* Rich Sharples (Red Hat)+* Todd Moore (IBM)+* Rod Vagg (NodeSource)+* Danese Cooper (PayPal)++### Counsel++* Andrew Updegrove (Gesmer Updegrove LLC)++### Also participating++* Todd Benzies (The Linux Foundation)+* Mikeal Rogers (The Linux Foundation)+* Tracy Hinds (The Linux Foundation)+* Scott Nicholas (The Linux Foundation)++## Meeting+### Call to Order++Director Cooper called the meeting to order at 2:05pm Pacific Time and Mr. Benzies recorded the minutes. A quorum of Directors was established for the conduct of business and the meeting, having been duly convened, was ready to proceed with business.++#### Antitrust Compliance Notice++Mr. Rogers reviewed the Antitrust Compliance Notice.++#### Current Membership and Board Directors++Mr. Rogers reviewed the current membership.++#### Agenda++Mr. Rogers introduced the agenda. There were no additional topics added.++#### Welcome Colleen Evans++Mr. Rogers introduced Colleen Evans, noting that Director Evans will be replacing Director Rabellino for Microsoft. Upon motion duly made by Director McCallister, seconded by Director Sharples and approved by all Directors in attendance, the++following resolution was adopted:++_RESOLVED:_+> That the Board hereby acknowledges the appointment of the following individual by Microsoft to serve as a Platinum Director (as defined in the By-laws):+> * Colleen Evans.++#### Approval of Minutes++Mr. Rogers asked the Directors to approve the minutes of the private session of the April 25, 2016, meeting of the Board of Directors which had been attached as Exhibit A to the slide deck distributed in advance of the meeting. Upon motion duly made by Director Robbins, seconded by Director Moore and approved by all Directors in attendance, save for Director McCallister who abstained, the following resolution was adopted:++_RESOLVED:_+> That the minutes of the private session of the April 25, 2016, meeting of the Board of Directors, in the form attached hereto as Exhibit A, are hereby confirmed, approved and adopted.++#### Node.js in the Media++Mr. Rogers introduced the topic of Node.js in the media, noting that the Foundation has maintained a very steady state and is now squaring back up with Java.++A question was raised about what drove the Java number up. Director Cooper noted that there has been a recent roadshow related to Java that could have caused this.++Mr. Rogers noted that there has been good Twitter growth, closing in on 350,000 followers. Mr. Rogers also noted that the Foundation recently launched LinkedIn and Facebook pages. Mr. Rogers provided media highlights for the v6 release, as well as the continued impact from the Foundation survey.++#### TSC Update++Mr. Rogers introduced the topic of a TSC update and requested Director Vagg provide an overview of recent activity. Director Vagg noted that ES modules discussion with spec writers and VM implementers is ongoing, trying to get a better outcome for Node.js.++Director Vagg also noted that related to v6, the release has gone really well and is very stable. He further noted that it is proving the success of release model. Director Vagg stated that there are some technical issues around stdio, related to change in libuv and that it has been difficult to track down, but progress is being made. Finally, Director Vagg noted that npm reports 2.5x market growth in just one month, which is roughly 10% market share.++#### Commits to Core Branches++Mr. Rogers introduced the topic of commits to core branches, noting that the number of commits flowing in are the best yet and there should be a continued uptick next month due to v6.++#### Events Update++Mr. Rogers introduced the topic of an events update, noting that Node.js Live Beijing was the most successful Live event yet. Mr. Rogers provided an overview of various learnings that were also detailed to the Board in an email prior to the Governing Board meeting. Mr. Rogers noted that there is a thriving Community in China, but the Foundation needs to continue to bridge the gap between the Foundation and the Community in China.++Director Cooper noted that this experience in China is consistent with open source, and agreed that the Foundation should continue to further bridge the gap. Director Evans offered to help with this effort through Microsoft Beijing.++Mr. Rogers noted that as it relates to Node.js Interactive Amsterdam, the Foundation will be selecting talks this week. Mr. Rogers stated that there are two sponsors for Interactive in Europe and four sponsors for Interactive in the United States.++## Adjournment+++At 2:29pm Pacific Time, Director Cooper adjourned the meeting.++Respectfully submitted,++\__________________________\ No newline at end of file

minutes/2016-06-27.md

new file mode 100644@@ -0,0 +1,84 @@+# MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS++27 June 2016++A public session of a regular meeting of the Board of Directors (the “Board”) of the Node.js Foundation, a Delaware not-for-profit membership corporation, was held on 27 June 2016 at 2:00pm Pacific Time via teleconference.++## Participants+### Directors++* Ashley Williams (Individual Member)+* Brian McCallister (Groupon)+* Charlie Robbins (GoDaddy)+* Colleen Evans (Microsoft)+* Feross Aboukhadijeh (Individual Member)+* Rod Vagg (NodeSource)+* Scott Hammond (Joyent)+* Todd Moore (IBM)++### Counsel++* Andrew Updegrove (Gesmer Updegrove LLC)++### Also participating++* Mikeal Rogers (The Linux Foundation)+* Tracy Hinds (The Linux Foundation)+* Scott Nicholas (The Linux Foundation)+* Brett Preston (The Linux Foundation)++## Meeting+### Call to Order++Director Hammond called the meeting to order at 2:04pm Pacific Time and Mr. Preston recorded the minutes. A quorum of Directors was established for the conduct of business and the meeting, having been duly convened, was ready to proceed with business.++#### Antitrust Compliance Notice++Mr. Rogers reviewed the Antitrust Compliance Notice.++#### Current Membership and Board Directors++Mr. Rogers reviewed the current membership.++#### Approval of Minutes++Mr. Rogers asked the Directors to approve the minute of the private session of the May 2016 meeting of the Board of Directors which had been attached as Exhibit A to the slide deck distributed in advance of the meeting. Upon motion duly made by Director Moore, seconded by Director Hammond and approved by all Directors in attendance, the following resolution was adopted:++#### Resolved: The the minutes of the private session of the May 2016 meeting of the Board of Directors, in the form attached hereto as Exhibit A, are hereby confirmed, approved and adopted.++#### Node.js in the Media++Mr. Rogers introduced the topic of Node.js in the media, noting that the project has recently completed a lot of analyst briefings. Mr. Rogers added medium posts have gone out on CapitalOne, Sphinx, and GoDaddy.++Mr. Rogers noted Twitter grew another 17k followers in May.++#### TSC Update++Mr. Rogers introduced the topic of a TSC update and requested Director Vagg provide an overview of recent activity. Director Vagg noted that stdio related problems are difficult to solve and are causing some consternation that the project is working to address.++Director Vagg added that ES Modules discussion with spec writers and VM implementers is ongoing, with the project aiming to get a better outcome for Node. Director Vagg also noted that Bradley is joining TC39.++Director Vagg noted that better Electron collaboration is under discussion.++Director Vagg also highlighted that the TSC will be organizing regular WG Roundups to improve visibility.++#### Events Update++Mr. Rogers introduced the topic of an events update, noting that Node.js Live went well, although a major storm did impact attendance.++Mr. Rogers noted that as it relates to Node.js Interactive, for EU 95% of talks have been accepted and placed on a schedule, adding that in EU there is a lot of enthusiasm about the Collaborator Summit. Mr. Rogers stated that there are now three sponsors for Interactive in Europe and five sponsors for Interactive in the United States.++#### General Questions++Discussion arose around how to enable better collaboration between Node Foundation and TC39. Suggestion was risen to look at members on the Node Foundation who have seats on TC39 Board to look at how to best leverage. Director Vagg requested those who have a seat whom would be interested in how to help contribute to contact him. AirBnB was also highlighted as a potential resource.++## Adjournment+++At 2:21pm Pacific Time, Director Hammond adjourned the meeting.++Respectfully submitted,++\__________________________++TBD\ No newline at end of file

minutes/2016-08-29.md

new file mode 100644@@ -0,0 +1,112 @@+# MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS++29 August 2016++A public session of a regular meeting of the Board of Directors (the “Board”) of the Node.js Foundation, a Delaware not-for-profit membership corporation, was held on 29 August 2016 at 2:00pm Pacific Time via teleconference.++## Participants+### Directors++* Todd Moore (IBM)+* Colleen Evans (Microsoft)+* Ashley Williams (Individual Member)+* Rich Sharples (Red Hat)+* Brian McCallister (Groupon)+* Rod Vagg (NodeSource)+* Justin Beckwith (Google)+* Danese Cooper (PayPal)+* Scott Hammond (Joyent)++### Counsel++* Andrew Updegrove (Gesmer Updegrove LLC)++### Also participating++* Mikeal Rogers (The Linux Foundation)+* Todd Benzies (The Linux Foundation)+* Michael Dolan (The Linux Foundation)+* Tracy Hinds (The Linux Foundation)++## Meeting+### Call to Order++Director Cooper called the meeting to order at 2:03pm Pacific Time and Mr. Benzies recorded the minutes. A quorum of Directors was established for the conduct of business and the meeting, having been duly convened, was ready to proceed with business.++#### Antitrust Compliance Notice++Mr. Rogers reviewed the Antitrust Compliance Notice.++#### Current Membership and Board Directors++Mr. Rogers reviewed the current membership, noting that Cars.com and Dynatrace have joined as Silver Members, which brings the number of Silver Members to 20.++#### Approval of Minutes++Mr. Rogers asked the Directors to approve the minutes of the public session of the June 2016 meeting of the Board of Directors which had been attached as Exhibit A to the slide deck distributed in advance of the meeting. Upon motion duly made by Director Moore, seconded by Director Cooper and approved by all Directors in attendance, the following resolution was adopted:++#### Resolved: The the minutes of the private session of the May 2016 meeting of the Board of Directors, in the form attached hereto as Exhibit A, are hereby confirmed, approved and adopted.++#### New Silver Directors++Mr. Rogers presented a resolution to acknowledge the election of two Silver Member Directors. Upon motion duly made by Director Cooper, seconded by Director Moore and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the Board hereby acknowledges the election of the following individuals by the Silver Members to serve as a Silver Director (as defined in the By-laws):+> * Brian McCallister (Groupon)+> * Justin Beckwith (Google)++#### TSC Election++Mr. Rogers introduced the topic of TSC election, noting that the TSC is in the process of having its annual election. Director Vagg noted that has sent the Board an email on this topic and that the TSC expects to have the election complete by next week.++A question was raised as to whether Director Vagg will be running in the election again. Director Vagg noted that he will be running in the election.++#### TSC Inclusivity Request++Mr. Rogers introduced the topic of TSC inclusivity requested and asked for Director Vagg to lead the discussion. Director Vagg noted that the TSC, on behalf of the Inclusivity WG, is asking that the Board investigate ways the Foundation can improve support for inclusivity in the Node.js ecosystem, above and beyond just the technical community.++Discussion ensued, leading to the outcome that Mr. Rogers and Ms. Hinds will develop a proposal to bring to the September Board meeting for full Board review. Director Moore, Director Beckwith, Director Evans, Director McCallister, and Director Williams each offered to provide input to Mr. Rogers and Ms. Hinds and participate in the process as they develop the proposal.++#### Node.js in the Media++Mr. Rogers introduced the topic of Node.js in the media, noting that coverage dropped over the last few months, partially due to decreased activity in the Summer month. Mr. Rogers noted that the spike in Java coverage in May was actually negative press.++A question was raised as to whether there will be a new PR push in Fall. Mr. Rogers noted that there will be a revamped PR push, with additional focus on the Interactive events.++Mr. Rogers provided an update on recent content, noting enterprise conversations with Lowes and Groupon, the “Only at Interactive” series on Medium, a NASA case study, as well as a Fusion Marketing case study. Mr. Rogers noted the use of “Twitter Cards” for promotion of the Interactive events.++A comment was made to consider holding a twitter Q&A session to help promote Node.js++Interactive EU and drive registration. Director Moore and Director Cooper offered to help with this initiative.++A comment was made that blog posts with speaker interviews is also great promo material.++#### Events Update++Mr. Rogers introduced the topic of an events update, noting that the London and Boston Live events were the best attended, not including Beijing. He also noted very positive feedback from both events. Mr. Rogers noted that the videos from the London event are now live on the Node.js Foundation YouTube channel.++Mr. Rogers reminded the Board that Node.js Interactive is now three weeks away. Mr. Rogers noted that the talks for Node.js Interactive US have now been selected.++Director Williams noted that NodeTogether continues to get positive feedback, as well as draw an increasingly diverse audience.++#### 2017 Events Plan++Mr. Rogers introduced the topic of 2017 events planning, noting that the suggested plan is to hold a single, large, US-based event likely in September in a lower-cost city. He also noted a secondary goal of reducing the footprint and cost of the Live events by running them as tours, as opposed to single events each month. Mr. Rogers noted that this would be run directly by the Foundation and Community, without the need for formal event managers.++A comment was made that this format could potentially be viewed as being too US-centric.++#### Open Discussion++A question was raised as to where people interested in learning more about ES6 modules can go. Director Vagg noted that the most relevant work is happening in the `node-eps` repo where there is the original proposal, as well as a new proposal.++## Adjournment+++At 2:31pm Pacific Time, the Directors unanimously voted to adjourn the public session.++Respectfully submitted,++\__________________________++Danese Cooper, Chairperson\ No newline at end of file

minutes/2016-09-15.md

new file mode 100644@@ -0,0 +1,79 @@+# MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS++15 September 2016++A public session of a regular meeting of the Board of Directors (the “Board”) of the Node.js Foundation, a Delaware not-for-profit membership corporation, was held on 15 September 2016 at 1:00pm Central European Summer Time at Node.js Interactive in Amsterdam and via teleconference.++## Participants+### Directors++* Todd Moore (IBM)+* Brian McCallister (Groupon)+* Rich Sharples (Red Hat)+* Ashley Williams (Individual Member)+* Colleen Evans (Microsoft)+* Danese Cooper (PayPal)+* Rod Vagg (NodeSource)++### Counsel++* Andrew Updegrove (Gesmer Updegrove LLC)++### Also participating++* Mikeal Rogers (The Linux Foundation)+* Todd Benzies (The Linux Foundation)+* Sarah Conway (The Linux Foundation)+* James Snell (IBM)+* Tracy Hinds (The Linux Foundation)++## Meeting+### Call to Order++Director Cooper called the meeting to order at 1:13pm Central European Summer Time and Mr. Benzies recorded the minutes. A quorum of Directors was established for the conduct of business and the meeting, having been duly convened, was ready to proceed with business.++#### Antitrust Compliance Notice++Mr. Rogers reviewed the Antitrust Compliance Notice.++#### Current Membership and Board Directors++Mr. Rogers reviewed the current membership.++#### Approval of Minutes++Mr. Rogers asked the Directors to approve the minutes of the public session of the August 2016 meeting of the Board of Directors which had been attached as Exhibit A to the slide deck distributed in advance of the meeting. Upon motion duly made by Director Moore, seconded by Director Cooper and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> The the minutes of the private session of the August 2016 meeting of the Board of Directors, in the form attached hereto as Exhibit A, are hereby confirmed, approved and adopted.++#### Recognition of Officer Elections++Mr. Rogers introduced the topic of Officer elections, noting that Danese Cooper has been elected Chairperson and Scott Hammond has been elected Vice-Chairperson.++#### TSC Election++Mr. Rogers introduced the topic of TSC election, noting that Rod Vagg has been re-elected as TSC Chair.++Mr. Vagg noted that the TSC is considering the addition of the nvm to the Node.js Foundation [https://github.com/nodejs/TSC/issues/96](https://github.com/nodejs/TSC/issues/96) and that it is very early in the discussion process but thought it appropriate to inform the Board that this was on the table and that feedback is welcome.++Dir. Williams noted that nvm is needed for teaching people Node.js, however, nvm unfortunately does not have windows support.++#### Inclusivity Update++Mr. Rogers introduced the topic of inclusivity and requested that Ms. Hinds provide a status update.++Ms. Hinds noted that the Inclusivity WG transfer of responsibilities proposal is in progress but not finalized due to the short month cycle and has been shared with Community and Board members who had offered to help with inclusivity efforts. Ms. Hinds commented that an email will be sent to the Board next Wednesday, 21 September after final input is received. Ms. hinds clarified that an email reminder for input deadline will go out on Friday, 16 September.++Ms. Hinds noted that there will be a meeting on Monday, 19 September to talk with the DP Creative Services consulting group recommended by Elizabeth Birch (who was one of the researched diversity consultants, but was unavailable) to talk about the diversity audit and training plan in order to obtain a quote.++## Adjournment+++At 1:21pm Central European Summer Time, Director Cooper adjourned the public session.++Respectfully submitted,++\__________________________++Danese Cooper, Chairperson\ No newline at end of file

minutes/2016-10-31.md

new file mode 100644@@ -0,0 +1,112 @@+# MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS++31 October 2016++A public session of a regular meeting of the Board of Directors (the “Board”) of the Node.js Foundation, a Delaware not-for-profit membership corporation, was held on 31 October 2016 at 2:00pm Pacific Time via teleconference.++## Participants+### Directors++* Brian McCallister (Groupon)+* Colleen Evans (Microsoft)+* Feross Aboukhadijeh (Individual Member)+* Rod Vagg (NodeSource)+* Scott Hammond (Joyent)+* Charlie Robbins (GoDaddy)+* Justin Beckwith (Google)+* Danese Cooper (PayPal)+* Dan Shaw (NodeSource)++### Counsel++* Andrew Updegrove (Gesmer Updegrove LLC)++### Also participating++* Mikeal Rogers (The Linux Foundation)+* Todd Benzies (The Linux Foundation)+* Tracy Hinds (The Linux Foundation)+* Sarah Conway (The Linux Foundation)++## Meeting+### Call to Order++Director Cooper called the meeting to order at 2:04pm Pacific Time and Mr. Benzies recorded the minutes. A quorum of Directors was established for the conduct of business and the meeting, having been duly convened, was ready to proceed with business.++#### Antitrust Compliance Notice++Mr. Rogers reviewed the Antitrust Compliance Notice.++#### Current Membership and Board Directors++Mr. Rogers reviewed the current membership.++#### Approval of Minutes++Mr. Rogers asked the Directors to approve the minutes of the public session of the September 2016 meeting of the Board of Directors which had been attached as Exhibit A to the slide deck distributed in advance of the meeting. Upon motion duly made by Director Cooper, seconded by Director McCallister and approved by all Directors in attendance, save for Director Robbins and Director Aboukhadijeh who both abstained, the following resolution was adopted:++_RESOLVED:_+> The the minutes of the private session of the September 2016 meeting of the Board of Directors, in the form attached hereto as Exhibit A, are hereby confirmed, approved and adopted.++#### Welcome Daniel and Charlie++Mr. Rogers introduced the topic of new Platinum Directors and asked the Directors to acknowledge the appointment of two new Platinum Directors. Upon motion duly made by Director Beckwith, seconded by Director Cooper and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> The board hereby acknowledges the appointment of Platinum Directors Charlie Robbins (GoDaddy) and Daniel Shaw (NodeSource).++#### Board Secretary++Mr. Rogers introduced the topic of Board Secretary, noting that this officer position has still not yet been filled. Director Shaw nominated himself to run for Board Secretary. There were no other nominations to run in the election.++Upon motion duly made by Director Evans, seconded by Director McCallister and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> That the following individual be, and hereby is, elected to the office of the Node.js Foundation set forth below, to hold such office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal:+> * Dan Shaw - Secretary++#### Node.js in the Media++Mr. Rogers introduced the topic of Node.js in the media, noting a decline since March.++A suggestion was made to not just track Node.js tied to enterprise, but also look at metrics like Node.js vs. Java mentions, as well as a sentiment analysis.++A request was made to track analyst coverage, as well. Mr. Rogers noted that the Foundation does not subscribe to analyst reports, so it would not be possible to share that data publicly.++#### Upcoming 2016 Report++Mr. Rogers introduced the topic of a 2016 report that reviews the last year of successes and accomplishments. Mr. Rogers asked the Directors what topics they’d like to see included in the reports.++The following topics were suggested:+* Jobs numbers (and delta from last year) +* Real-world hiring around Node.js+* Deployment methodologies and Docker adoption +* Number of contributors+* Efforts around inclusivity +* Metrics around Electron+* IoT++A question was raised as to whether this data is only from Node.js Foundation Members or a broader set of sources. Mr. Rogers clarified that the data will come from a variety of sources.++#### Inclusivity Update++Mr. Rogers introduced the topic of an Inclusivity update and asked for Ms. Hinds to provide an overview. Discussion ensued leading to the outcome that Ms. Hinds will share her draft of suggestions with the Board and take questions via email.++#### TSC Update++Mr. Rogers introduced the topic of TSC update and requested that Director Vagg provide the update. Director Vagg noted that there has been productive work with TC39 on Modules and that the v6 LTS "Boron" launch was a success.++Director. Vagg commented that the v7 "Current" release line launch was successful and that v0.10 is on track to be discontinued. Lastly, Director Vagg highlighted the positive collaboration between the technical team and marketing team around launches and other October activity.++A question was raised about the challenges in the module ecosystem around v7\. Director Vagg commented that there are always challenges and that small edge cases tend to become noisy, but overall he is not concerned. Director Vagg clarified that there will be an ironing out period and to expect resolution within the next few months.++## Adjournment+++At 2:42pm Pacific Time, Director Cooper adjourned the public session.++Respectfully submitted,++\__________________________++Dan Shaw, Secretary\ No newline at end of file

minutes/2016-11-29.md

new file mode 100644@@ -0,0 +1,88 @@+# MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS++29 November 2016++A public session of a regular meeting of the Board of Directors (the “Board”) of the Node.js Foundation, a Delaware not-for-profit membership corporation, was held on 29 November 2016 at 12:00pm Central Time at Node.js Interactive in Austin, Texas and via teleconference.++## Participants+### Directors++* Danese Cooper (PayPal)+* Dan Shaw (NodeSource)+* Todd Moore (IBM)+* Rich Sharples (Red Hat)+* Justin Beckwith (Google)+* Rod Vagg (NodeSource)+* Colleen Evans (Microsoft)+* Charlie Robbins (GoDaddy)+* Ashley Williams (Individual Member)+* Brian McCallister (Groupon)+* Scott Hammond (Joyent)++### Also participating++* Mikeal Rogers (The Linux Foundation)+* Todd Benzies (The Linux Foundation)+* Tracy Hinds (The Linux Foundation)+* Sarah Conway (The Linux Foundation)+* Mark Hinkle (The Linux Foundation)+* Jan Krems (Groupon)++## Meeting+### Call to Order++Director Cooper called the meeting to order at 12:39pm Central Time and Mr. Benzies recorded the minutes. A quorum of Directors was established for the conduct of business and the meeting, having been duly convened, was ready to proceed with business.++#### Antitrust Compliance Notice++Mr. Rogers reviewed the Antitrust Compliance Notice.++#### Current Membership and Board Directors++Mr. Rogers reviewed the current membership, noting that no new Members have joined since the previous Board meeting.++#### Approval of Minutes++Mr. Rogers asked the Directors to approve the minutes of the public session of the October 2016 meeting of the Board of Directors which had been attached as Exhibit A to the slide deck distributed in advance of the meeting. Upon motion duly made by Director Moore, seconded by Director Hammond and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> The the minutes of the public session of the October 2016 meeting of the Board of Directors, in the form attached hereto as Exhibit A, are hereby confirmed, approved and adopted.++#### Node.js in the Media++Mr. Rogers introduced the topic of Node.js in the media and provided an overview of coverage, as well as share of voice.++A question was raised about how changing KPIs will affect tracking against historical data with different metrics. Ms. Conway noted that the PR team can continue to track against the historical metrics, as well.++A request was made for the raw data to be shared with the Board. Ms. Conway took the action.++#### Node.js Interactive++Mr. Rogers introduced the topic of Node.js Interactive US, noting very strong sponsorship and over 700 registrations.++#### TSC Update++Mr. Rogers introduced the topic of TSC update and requested that Director Vagg provide the update.++Director Vagg noted that the Version Management Discussion Group has been created to tackle managing versions of Node.js and reqeusted that those interested in participating go to [https://github.com/nodejs/version-management/](https://github.com/nodejs/version-management/).++Director Vagg commented that Node.js v0.10 has been retired, but usage numbers are still high. Director Vagg also noted that v0.12 will be retired at the end of the year. Director Vagg noted that v6 went from current to LTS and that there has been a rapid shift from 4 to 6.++A comment was made that there has been feedback that the Foundation has not done a good job with travel funds for Node.js-related events. Director Vagg noted the concern and took the action to improve the process. Director Vagg commented that the TSC is spending a small amount of money on getting folks to the collaboration summit.++Director Vagg noted that the LTS schedule and release plans appear to be very successful and driving adoption in the right directions.++#### Questions from Community++A comment was made that some in the Community are unclear as to what topics are addressed in the public session of the Board meeting. A request was made for the presentation materials to be distributed in advance and a call for additional topics.++## Adjournment+++At 1:06pm Central Time, Director Cooper adjourned the public session.++Respectfully submitted,++\__________________________++Dan Shaw, Secretary\ No newline at end of file

minutes/2017-01-30.md

new file mode 100644@@ -0,0 +1,158 @@+# MINUTES OF THE PUBLIC SESSION OF A REGULAR MEETING OF THE BOARD OF DIRECTORS++30 January 2017++A public session of a regular meeting of the Board of Directors (the “Board”) of the Node.js Foundation, a Delaware not-for-profit membership corporation, was held on 30 January 2017 at 2:00pm Pacific Time via teleconference.++## Participants+### Directors++* Todd Moore (IBM)+* Scott Hammond (Joyent)+* Ashley Williams (Individual Member)+* Mark Skarpness (Intel)+* Brian McCallister (Groupon)+* Gaurav Seth (Microsoft)+* Dan Shaw (NodeSource)+* Rod Vagg (NodeSource)+* Justin Beckwith (Google)+* William Kapke (Individual Member)++### Also participating++* Mikeal Rogers (The Linux Foundation)+* Todd Benzies (The Linux Foundation)+* Tracy Hinds (The Linux Foundation)+* Michael Dolan (The Linux Foundation)+* Zibby Keaton (The Linux Foundation)+* Cassandra Reyes-Jones (The Linux Foundation)+* Serena Malkani (The Linux Foundation)++## Meeting+### Call to Order++Director Hammond called the meeting to order at 2:07pm Pacific Time and Mr. Benzies recorded the minutes. A quorum of Directors was established for the conduct of business and the meeting, having been duly convened, was ready to proceed with business.++#### Antitrust Compliance Notice++Mr. Rogers reviewed the Antitrust Compliance Notice.++#### Current Membership and Board Directors++Mr. Rogers reviewed the current membership, noting that Snyk has joined as a Silver Member.++#### Approval of Minutes++Mr. Rogers asked the Directors to approve the minutes of the public session of the November 2016 meeting of the Board of Directors which had been attached as Exhibit A to the slide deck distributed in advance of the meeting. Upon motion duly made by Director Hammond, seconded by Director Vagg and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> The the minutes of the public session of the November 2016 meeting of the Board of Directors, in the form attached hereto as Exhibit A, are hereby confirmed, approved and adopted.++#### Welcome Gaurav Seth++Mr. Rogers presented a resolution to acknowledge the appointment of Gaurav Seth as Microsoft’s representative to the Board of Directors. Upon motion duly made by Director Hammond, seconded by Director Moore and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> The board hereby acknowledges the appointment of Gaurav Seth(Microsoft) as Microsoft’s representative to the Board of Directors.++#### Welcome Mark Skarpness++Mr. Rogers presented a resolution to acknowledge the appointment of Mark Skarpness as Intel’s representative to the Board of Directors. Upon motion duly made by Director Hammond, seconded by Director Moore and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> The board hereby acknowledges the appointment of MarkSkarpness (Intel) as Intel’s representative to the Board of Directors.++#### Welcome Daniel Shaw++Mr. Rogers presented a resolution to acknowledge the appointment of Daniel Shaw as the Gold Membership Director. Upon motion duly made by Director Hammond, seconded by Director Moore and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> The board hereby acknowledges the appointment of Daniel Shaw (NodeSource) as the Gold Membership Director.++#### Welcome William Kapke++Mr. Rogers presented a resolution to acknowledge the appointment of William Kapke as the Individual Membership Director. Upon motion duly made by Director Hammond, seconded by Director Moore and approved by all Directors in attendance, the following resolution was adopted:++_RESOLVED:_+> The board hereby acknowledges the appointment of William Kapke as the Individual Membership Director.++#### TSC Update++Mr. Rogers introduced the topic of TSC and requested Director Vagg provide the update. Director Vagg noted that there is a minor security release going out this week, that there is a new project called node-inspect, as well as a renaming of node-report. Director Vagg also noted that the TSC has merged the scope document, which can be found in the TSC readme. Director Vagg commented that the TSC is requesting that the Legal Committee provide guidance on a few topics, which will be addressed in the private session of the Board.++#### Community Committee Update++Mr. Rogers introduced the topic of Community Committee and requested that Ms. Hinds provide an update.++Ms. Hinds noted that the draft Charter was distributed as Exhibit B and that she has been receiving a lot of great input. Ms. Hinds commented that she plans to distribute the final draft of the Charter prior to the face-to-face Board meeting on 13 February.++Ms. Hinds commented that she will be providing a new bi-weekly update in the Community Committee repo and that there has been ongoing outreach to more global groups for representation.++Ms. Hinds noted that the Community is currently debating the merits of Slack vs. IRC, but will likely take further voting and outreach to determine outcome. Ms. Hinds noted that IRC seems more likely.++#### 2016 Report (Events)++Mr. Rogers provided an update on the attendance numbers for the Node.js Foundation 2016 portfolio of global events. A comment was made that the attendance at Node.js Live Bangalore was actually 372, as opposed to 138.++A question was raised as to whether the Foundation tracks on new attendees versus repeat attendees. Mr. Rogers noted that this is tracked through a post-event survey and shared with the Marketing Committee.++A comment was made for the Foundation to set a target of exceeding 1,000 attendees at Node.js Interactive in 2017.++#### 2016 Report (Core)++Mr. Rogers introduced the topic of Core and asked for Director Vagg to provide a recap of 2016.++Director Vagg noted the following metrics from 2016:+++* Commits up 125%.+* 37% of /src and /lib received an update. +* 58% of the test code was changed.+* 90%+ of the API documentation was improved. +* New release adoption has accelerated. +* Close to 100 core committers.+* Less than half of core changes come from the top 10 contributors.++A question was raised as to how the Foundation plans to continue to achieve growth.++Director Vagg noted that a lot of growth happened due to the fact that Node.js is healthy by default. Mr. Rogers commented that the Code and Learn events are one of the more proactive efforts and the data from 2016 will inform if these efforts are working.++#### 2016 Report (Adoption)++Mr. Rogers introduced the topic of adoption and provided an update with the following metrics:+++* Added roughly 3.5M users (~7M overall) +* Travis Adoption up 87%+  * 2015 - 2,759,387+  * 2016 - 5,169,283+* 15M core downloads a month++#### 2016 Report (Social Media)++Mr. Rogers introduced the topic of social media and provided an overview of 2016 as detailed in the slides distributed in advance of the Board meeting.++A question was raised as to what percentage of the Twitter mentions came from designated leaders in the Community. Ms. Keaton took the action to provide a breakdown.++A question was raised as to what percentage of YouTube views were from conference talks versus other videos. Mr. Rogers took the action to provide the data.++#### 2016 Report (Store)++Mr. Rogers introduced the topic of Node.js store and provided a brief update.++A comment was made that no women’s t-shirts have been purchased yet.++#### Open Questions from the Community++A question was raised as to where the 7M user number was derived. Director Williams noted that she wrote a blog post about how npm constructs the data calculations and can share this out.++## Adjournment+++At 2:56pm Pacific Time, Director Hammond adjourned the public session.++Respectfully submitted,++\__________________________++Dan Shaw, Secretary\ No newline at end of file

minutes/convert.js

new file mode 100644@@ -0,0 +1,34 @@+// This converts the meeting minutes to markdown from a .docx file+// (most were originally .rtf files that were converted to .docx)+//+// example: node minutes/convert.js ./word/2016-01-30.docx++const mammoth = require('mammoth')+const toMarkdown = require('to-markdown')+const path = require('path')++if (!process.argv[2] || !process.argv[2].endsWith('.docx')) return console.log('expected a .docx')+const filename = path.resolve(__dirname, process.argv[2])+const destination = path.resolve(__dirname, path.basename(filename, '.docx')+'.md')+console.log(destination)++var markdown = mammoth.convertToHtml({ path: path.resolve(__dirname, filename) }, { prettyPrint: true })+.then((r) => r.value)+.then(toMarkdown)+.then((md) => md+  .replace(/\*\*Adjournment\*\*/i, '## Adjournment\n')+  .replace(/<a.+\n\n/g, '')+  .replace(/\*\*Directors Attending.+\n\n/gi, '## Participants\n### Directors\n\n* ')+  .replace(/\*\*Counsel.+\n\n/gi, '### Counsel\n\n* ')+  .replace(/\*\*Also participating.+\n\n/gi, '### Also participating\n\n* ')+  .replace(/\*\*Call to Order.+/gi, '## Meeting\n### Call to Order\n')+  .replace(/\*\*(.+?)\*\*/g, '#### $1')+  .replace(/#### RESOLVED:/g, '_RESOLVED:_\n>')+  .replace(/\), /g, ')\n* ') // converts the list of attendees to a bullet list+  .replace(/\n______/, '\n\\______')+)+.then((md) => {+  return require('fs').writeFileSync(destination, md)+})+.catch(console.log)+

package.json

new file mode 100644@@ -0,0 +1,25 @@+{+  "name": "board",+  "version": "1.0.0",+  "description": "Node.js Foundation Board",+  "main": "index.js",+  "dependencies": {+  },+  "devDependencies": {+    "mammoth": "^1.3.3",+    "to-markdown": "^3.0.3"+  },+  "scripts": {+    "test": "echo \"Error: no test specified\" && exit 1"+  },+  "repository": {+    "type": "git",+    "url": "git+https://github.com/williamkapke/board.git"+  },+  "author": "",+  "license": "MIT",+  "bugs": {+    "url": "https://github.com/williamkapke/board/issues"+  },+  "homepage": "https://github.com/williamkapke/board#readme"+}