[Members] OFFICIAL MEETING NOTICE: board and council elections

Kurt Zeilenga Kurt.Zeilenga at Isode.com
Thu Sep 17 10:44:42 CDT 2009

I sit and have sat on a number of corporate boards, some with very  
similar concerns as of the XSF.

I recommend the XSF board meetings be open to all members of XSF.   
Where there is a need to have a confidential board discussion, the  
board should be able to go into "executive session" (such as when  
discussing conduct of a director, obtaining advice of counsel,  
etc.).   It would be good for the by-laws to provide guidelines in  
this area.

-- Kurt

On Sep 17, 2009, at 2:03 AM, David Banes wrote:

> 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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