[Members] OFFICIAL MEETING NOTICE: board and council elections

David Banes dbanes at cleartext.com
Wed Sep 16 20:03:06 CDT 2009

My notes below as a current board member.

On 17/09/2009, at 12:47 AM, Peter Saint-Andre wrote:

> Hash: SHA1
> On 9/16/09 2:40 AM, Kevin Smith wrote:
>> On Tue, Sep 15, 2009 at 11:54 PM, Peter Saint-Andre <stpeter at stpeter.im 
>> > wrote:
>>> The board will be working on an annual report, to which the  
>>> Council is
>>> encouraged to contribute a technical update. The model is this:
>>> http://xmpp.org/xsf/docs/annual-report-2007.shtml
>>> I've started a page for it here:
>>> http://wiki.xmpp.org/web/Annual_Report_2009
>> Thanks.
>>>> I'd be interested in knowing if there are any Board members that  
>>>> don't
>>>> turn up to meetings (with or without apologies) especially more  
>>>> than
>>>> once in the term, for being sure about my votes.
>>> Yes, that would be helpful information. Unfortunately, I have been
>>> utterly remiss about writing up minutes from the Board meetings.
>> I'd like to have minutes (I'd like Members to be able to join Board
>> meetings, in fact, or at least see the room logs),
> I would prefer open Board meetings as well. Feel free to ask the  
> current
> candidates about their position on that matter. Or we can hold monthly
> member meetings and have certain topics on which only the Board can  
> vote
> (similar in some ways to Council meetings now).

It's normal for a board to issue minutes of a meeting, not normal for  
members (employees etc) to take part. Meetings could quickly de- 
generate and occasionally a board needs to thrash out options on  
important decisions that it doesn't want to be made public.

I'll give you an example. I'm on the Board of the Internet Industry  
Association and we've had to workshop several permutations of our view  
on mandatory filtering and broadband targets. If these Board meetings  
where open the very fact that we'd identified options  other than the  
one we preferred could jeopardize our position when negotiating with  
the Federal Government.

That said often Boards will invite other stake holders in to workshop  
issues which impact that/those people or where they have particular  
expertise which will help.

>> but for the moment
>> I'd settle for just knowing if there's anyone who's not pulling their
>> weight - it's hard to know if your votes are sensible without knowing
>> anything about Board :)
> In my experience all of the current Board members have regularly
> attended the meetings. However, that is purely anecdotal. Minutes  
> would
> help clarify the matter.

This is difficult to quantify as the Board is by nature an advisory  
body, generally a Board gets together when their are issue that the  
body needs guidance on. In this regard we've all attended most and  
missed a few, which is normal in my experience.

>>> At the Council's request, in 2003 the Board previously limited the
>>> number of Council members to 5. This was done without changing the
>>> Bylaws. Whether that change needed to be done in the Bylaws is  
>>> another
>>> matter. This was done to reduce confusion about the election  
>>> process. I
>>> think it would be good to make this change in the Bylaws, since last
>>> year's election was slightly confusing in regard to the number of  
>>> Board
>>> members. I would be happy to propose an item for voting by the
>>> membership but it is too late to do that in time for this year's  
>>> election.
>> Yes, I think it probably is :)
>>> I too would prefer that the Board and the Council shall be voted  
>>> on in
>>> the same way.
>> Great :)
>>>> Checking the
>>>> list archives on this, although there seemed to be general  
>>>> agreement
>>>> for this change, there was never the required Membership vote.
>>> Again, it is not 100% clear to me that the membership absolutely  
>>> needed
>>> to vote on affirming the custom in place from the beginning.
>> My very much not a lawyer opinion is that it should, as we're
>> operating at odds with the Bylaws at the moment.
>>> However, I agreet that it would be good to align the Bylaws with
>>> reality. Someone will need to propose appropriate items for voting  
>>> by
>>> the membership, then either call a special meeting of the  
>>> membership or
>>> fold those items into the next regular meeting (for approving new
>>> applicants), which I expect would happen in October or early  
>>> November.
>> My reading of the Bylaws on changing the Bylaws is that the Board
>> should make the changes it proposes, and then call for a membership
>> vote to accept them (or roll it up, as you suggest), but the
>> Membership proposing would probably do too :)
> Either way is fine. Given that the Board is just a number of
> individuals, it's just as easy for a member to take the initiative. I
> meant to do that after last year's (confusing) election but it slipped
> from my radar screen. My apologies for that.
> Peter
> - --
> Peter Saint-Andre
> https://stpeter.im/
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