[Members] OFFICIAL MEETING NOTICE: board and council elections

Nicolas Vérité nicolas.verite at gmail.com
Fri Sep 25 03:11:26 CDT 2009


Wait... you want our 50+ members to particpate in the meeting? What a
mess it will be in the MUC... ;-)

Unless the members can be present in the MUC but with no voice. Or we
could add a moderator, but will there be willing persons to hold that
role?

Although, I obiously agree with more transparency, I have also sat at
many boards, and I have to note that most of the time members do not
care at all about these meetings, most of the time even the yearly
results don't drive much interest neither.

The goal is to keep a good balance between push info and pull feedback
from a board point of view (raise interest and get the temperature),
and make the board open and transparent from a member point of view.

In my experience, the working schema is close to the following:
* the board informs the members it will hold a meeting
* members ask questions to be added to the agenda
* write the agenda
* meeting
* meeting minutes voted at next meeting (task which can be removed,
because this can be a burden sometimes)
* meeting log published for transparency purposes

We have to be careful not to make board meetings social meetings, but
keep them working meetings.

On Thu, Sep 17, 2009 at 17:44, Kurt Zeilenga <Kurt.Zeilenga at isode.com> wrote:
> 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:
>>
>>> -----BEGIN PGP SIGNED MESSAGE-----
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>>> 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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>>
>>
>>
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-- 
Nicolas Vérité (Nÿco) mailto:nicolas.verite at gmail.com
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