[Foundation-l] Agenda for October board meeting

[Michael Snow]

Florence Devouard wrote:
> I'd like to make one comment and ask four questions.
>
> Chapters (subnational organizations)
> I am aware that it is a hot topic, and that it should somehow at some 
> point, move forward.
> However, don't you think it would have made sense to wait until the two 
> chapter seats and Frieda's seat have been replaced before holding such a 
> discussion and perhaps making such decisions ?
> The current board is made of members, none of which has ever been a 
> member of a chapter. That does not strike me as the most informed 
> company to make a decision engaging the international part of our 
> organization structure.
>   
I thought Ting was a member of the German chapter, I don't know offhand 
if Jan-Bart is a member of the Dutch chapter. But I don't think we're 
ignorant of things at a chapter level. Anyway, the subnational chapter 
organizations are on the agenda because we need to start discussing it, 
not because we're trying for a final proposal to come out of this 
meeting. Any progress will certainly be shared with the existing 
chapters for feedback, and they're welcome to offer input in advance as 
well. I would add that part of the point here is for chapters to reach 
people who have been excluded thus far by the existing pattern of 
chapter organization, which affects at least a couple board members 
personally, and that "outside" perspective is just as important to this 
question as the "inside" one.

Also, it's a bit difficult to untangle this issue from the process of 
having chapters select board members. Since I honestly don't know how 
long it will take for the chapters to develop and use their process, I 
think the better course is to start the conversation now rather than 
wait indefinitely. The existing chapters are welcome to select their two 
seats at any time once they've identified the process, of course. If 
they feel this is a crucial question on which they should have more 
direct input, I trust that will motivate them to the appropriate urgency 
in filling those seats.
> Frieda
> I can not help notice that the replacement of Frieda as board member is 
> not planned in the board agenda. I do not remember having heard how 
> Frieda will be replaced. Either the board has no idea and in this case, 
> would not it be nice to put that topic on the agenda ? Or the board 
> actually plan to decide on a replacement and if not at that meeting, 
> when does the board plan to make that decision ?
>   
As I indicated in announcing her resignation, we haven't decided whether 
or how to fill the vacancy, but the issue would be considered at the 
October board meeting. My apologies for not specifying it again this 
time around. The agenda actually has a more general topic of "board 
composition and development" that relates to not only this, but the 
chapters selection process and the progress of the nominating committee.
> Additional housekeeping related to chapter business
> This sentence strikes me as very mysterious. What does that mean ?
>   
Housekeeping is, as the term suggests, relatively routine items - of 
which we've handled many such decisions at the recommendation of the 
chapters committee before this meeting, and will no doubt continue to do 
after this meeting. Nothing to be suspicious about and not trying to be 
mysterious, only brief. (My comments about "routine" and such are not 
meant to belittle the work of actual housekeepers, and I've known and 
occasionally lived with people where it appears they must find it a very 
mysterious topic indeed.)
> Staff
> Related topic. Part of the job of the board is to set into place a 
> management (the ED), and then to regularly evaluate the job of the 
> management. Of course, such an evaluation can only be honestly done when 
> the management is given a collection of measurable goals to reach. When 
> I quit the board, Sue had been there for a year. She was originally 
> hired for six (6) months, which means that she need now an evaluation of 
> the job done in the past year, and much more seriously need new goals, 
> on which the board will base its evaluation of HER job next year. I know 
> that Jan-Bart was working on such a document, but even so, I would 
> imagine that the final result would need to be discussed and approved by 
> the entire board. I doubt this would happen only by email. Given that 
> Sue has been in need of such feedback and contractual agreement for now 
> roughly 9 months, why is this not on the agenda ?
>   
The board committee responsible for this issue is meeting with Sue on 
Monday after the conclusion of the regular board meeting. That's how 
this was supposed to have been dealt with in April, but the meeting 
didn't take place then. Notwithstanding that lapse, I think we've made 
progress here and are better prepared to take care of it now. You're 
probably right that this would not work completely by email, but Stu is 
fairly easily available if someone needs to represent the board and meet 
with Sue personally. The final result will of course be subject to 
approval by the entire board.
> Board
> One of the values of the organization is transparency. I'd like to point 
> out that resolutions and board meeting minutes have not been published 
> since June. That is... since I stopped doing it :-) Still, a meeting was 
> held in july and decisions made. Nothing has been published. I also 
> remember various discussions end of spring to identify solutions to this 
> issue (such as asking a staff member to be in charge of such publications).
> It seems an important point to me. Beyond the expectations from the 
> community to see public minutes, I'd like to point out that the audit 
> requires providing minutes. Either minutes have been written and the 
> board should discuss how they could be published within a reasonable 
> time frame. Or minutes have not been written and the board should 
> discuss how to make sure that decisions taken by board will be recorded 
> in the future.
>   
Purely from an audit perspective, I doubt that having the previous 
meeting's minutes finalized and approved at the next meeting would 
present much of a concern. But if the auditors would like to tell us 
differently, then I imagine they will. Anyway, we have further discussed 
having a staff member assist in taking notes and producing minutes, also 
to allow board members to concentrate more on participating during the 
meeting. We'll see if that produces better results.

--Michael Snow