Minutes Mondays! 21 July, 28 July, 04 August

[ira_gladkova]

Board minutes cover items from email (Board-only), open session (open to all staff), and closed session (Board-only). Please keep in mind that the information I can disclose varies depending on the arena, and I will use my judgment to balance confidentiality and transparency.

As always, I am only one Board member out of several, and one OTW volunteer out of many. These opinions and interpretations are my own and do not necessarily reflect those of any other Board members or of the Board as a whole. It is my policy to not discuss other directors' individual opinions unless those directors have already done so publicly themselves.

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(Everyone who has been leaving comments: thank you very much, I will be doing my best to keep responding! I'm just sort of at a weird cross-section of drafts I had already planned/written, official posting schedules from the OTW, and my own energy/resources. I'll be trying my best to get back to everyone!)

Sorry about the long delay between the last Minutes Monday and this one — the July 21 minutes were only posted this weekend, and I really prefer to keep these in chronological order, since the whole idea is that our work builds on itself. I also really would prefer to keep these to Mondays for the sake of my schedule, and had this all ready to go. I hope that minutes will be approved at a rate that will let me do this at least every other Monday (we do sometimes have to make and approve significant revisions before posting).

So we have triple-header today. I considered saving the 4 Aug minutes for next week in case the 11 Aug ones take a while, but I guess I'd rather try to be timely than predictable. ... Or brief.

Also, I want to highlight a few particular items here. Since I know there's been a lot of discussion about this: I proposed minimum participation requirements for Board members; the relevant meeting (21 July) is covered in these minutes, and I'll give a little more detail on that below. There's also a large and high-level discussion of the OTW's overall structure in terms of the distribution of skills, resources, and needs, which I plan to have a separate post about but want to summarize here. There's also a clarification about where we are with the emerita and advisory boards. Finally, one more proposal from me, for appending some individual Board member opinions to announcements of major decisions.

Jump to highlights:
Emerita and Advisory Boards clarification
Minimums on Board participation
Org structure discussion
Individual Board opinions on major decisions

That said, let's go!

21 July 2012 - Attended

• Email #1
  

  We approved some old minutes from 2007 for public posting.

  Pulling this out just to celebrate! I believe this was Francesca and Jenny working together. Check them out at the bottom of the Board minutes page. Hopefully, we'll continue putting up older documents as we can =)




• Email #2
  

  We finalized and posted our decision on the 2012 election.

  That would be the post about adding seats, bylaws changes, and future elections. I had a post about this on my journal, and Julia Beck's spotlight post (part of Board's new series) addressed this as well. See also Email #6!




• Email #5
  

  We agreed to publish our Conflict of Interest and Gift Acceptance policies on the website once they have been slightly revised.

  These are basic documents related to Board conduct and our charitable org status.
  
  The Conflict of Interest policy protects the org in cases where an individual officer or director may have a personal financial stake in a transaction the org is considering entering into. The gist is that, if you have some kind of financial interest in a decision and you have the power to affect that decision, you have to disclose that interest and then step out of the discussion while the other people involved talk it out (including deciding whether there is a conflict of interests in the first place).
  
  The Gift Acceptance policy relates to how we as a 501(c)3 org accept gifts (which includes cash donations). This is separate from our membership dues and covers a lot more than that, including in-kind donations, what kind of attached strings we can reject, and gift recognition (both of the thanking kind and of the "deduct this in my taxes" kind). This one will need a little updating and revision before it goes up as our Finances committee works on a bunch of documentation.
  
  Besides general good sense and good practice, one more reason to have these public is so that VolCom can link to them from their Code of Conduct project (which will, of course, also be public).




• Email #6
  

  We agreed to Ira posting her summary of elections 2011 issues in her role as 2011 Elections Officer as a personal post to the OTW blog, pending some discussion.

  Over here. Also part of the Board series of spotlight posts. The post includes my report in full; the report covered issues I saw with the election process in 2011. It's plenty long (the report is 5.5K words), so I'll let it speak for itself. I may do a less official post over here, too.




• Email #7
  

  Systems and Wiki need a PHP expert to be added to the Wiki team, so that Systems are not doing development work. We asked a volunteer with WikiMedia contacts to help with targeted recruiting.

  First — such experts were found (04 Aug Email #3)! So no worries! However, this actually relates to two other items in the minutes: Email #3 and Closed #4, which deal with distributions of skills/resources in the org. I'll cover both together below.




• Open #4
  

  Aja's OTW representation at Ascendio went pretty well, and around 15-20 respondents filled out the info request sheet provided at the OTW's table.

  Just want to send out some recognition to Aja and our Development & Membership committee for their work in con outreach. Plus, this amazing submission.




• Open #6
  

  We gave a short update on the state of the "meta on AO3" discussion: Specifically, our two big concerns are technical issues and enforcement. For technical concerns: can the archive handle the load, both in terms of volume and in terms of whatever different behaviour it could bring? Can we host meta *properly* such that it is findable (and avoidable)? We're debating the details of this now. For enforcement: will our committees be able to enforce the sorts of rules we're looking at? We know a lot of people are interested in the outcome of this discussion, and we'll strive to keep you informed and come to a decision as quickly as possible.

  Again, this merits a post of its own; in-meeting I tried to elaborate a little bit for attendees' and minutes' sakes on what issues we're discussing. The short version is that we are not debating whether or not meta constitutes valid fanworks; what's at issue is whether we can handle hosting meta.
  
  After the Aug 04 meeting (see Open #3 there), I also suggested to Board that if we can't wrap this up soon (like, this week), to post a public progress report post of some sort, because we really need to communicate more as we work on things, not after the fact. The silence is extremely loud.




• Open #7
  

  The Elections 2012 timeline is now live.

  Right over thisaway! This was also mentioned in a recent news post about elections ramp-up, which also mentions elections FAQ updates. Check it out!




• Open #8
  

  A proposal on Emerita Board and Advisory Board awaits more input by e-mail.

  This generated a bit of commentary and concern last time, so I wanted to give a bit of a clearer picture of where we're at here.
  
  There are several steps involved here, and I want to clear up where we are in the process. First, we had to decide whether we were interested in creating Emerita and Advisory Boards. Next, we had to decide on a process for how to go about both of these, laying out all the steps (e.g. draft documents outlining how each would work, post publicly about them, initiate various discussions, etc.). That was the step we were at last time I posted, laying out the process.
  
  Since then, with the process approved, we have started drafting the actual interesting bits. It's all still pretty preliminary and basic, but this is the part where we lay out the purpose and policies for both of the boards. You can see the comment thread linked above for some of the sorts of things we're covering (which have all been brought up in our discussion); general topics include diversity, conflicts of interest, duties, limitations, appointments, and term lengths/limits.
  
  All of this comes well before actually appointing anyone — we'll be posting officially about all this well in advance of that!




• No quorum, since Jenny S-T lost internet access. All items below will also be taken to e-mail or brought up in following sessions.
  
  This happened right at the end of open session, so everything else for this meeting was discussion rather than decisions; most of these then moved to email where everyone could participate.




• Closed #2
  

  We discussed clarifying minimum requirements for Board service and talked about enforceability in time for the upcoming elections. We agreed to start this by drafting realistic role descriptions.

  All right, this one is a little complicated!
  
  So there's been a lot of discussion about Board meeting attendance and some direct requests for specifying some sort of minimum requirements. Of course, meetings are far from the only or even biggest thing we do. However, especially with elections season starting, I think it's imperative that we have some kind of publicly visible rubric for Board participation: candidates deserve to know what they're getting into, our audience deserves to know what to expect of Board, and Board members themselves deserve to have a common understanding of participation and recourse to address issues.
  
  Putting together minimums is not as simple as specifying that all members must attend some percentage of all meetings (though I'm glad of the scrutiny that got this conversation started — and that we can even have that scrutiny). We do a variety of work, and each type of work is important in a different way. Likewise, different Board members — and Board candidates — have different strengths and availabilities, and as long as we can agree on some minimum amount of work we all need to be doing, we should definitely not exclude people. There's also the question of enforcement: how exactly will the process work should someone not meet minimums? Outside of voluntary retirement, current bylaws only provide for removal by a majority vote of members: "Any Director may be removed from office without cause by the vote of the majority of Members at a meeting duly called for that purpose at any time." (Article V, Removal). Finally there is the basic question of how we monitor all the parts: not all of our work is as easy to track as meeting attendance.
  
  A good place to start is by creating a detailed and explicit job description of Board work, upon which we can then base minimums. While general job descriptions already exist, they don't really get to the level of concreteness we need for this task. We're currently discussing the kinds of work we do and tossing around possible ideas for lower limits. Whatever minimums we come up with have to be flexible enough to account for the different strengths and backgrounds we welcome.
  
  Part of that flexibility and inclusiveness means having a more sustainable meeting schedule. As our Board grows to span more parts of the world and more schedules, we need to make sure we're including everyone in our meetings. As you can see in Open #9 from this meeting and Open #1 from 28 July, we're trying to find new meeting times and are looking at a strategy that some of our committees use: alternating between two meeting times. This has worked pretty well elsewhere in the org to allow everyone a little "face time" with each other. It would also be good to eventually transition to fewer meetings, period, in the longer term.
  
  I'll do my best to talk about this more as the conversation develops, but I'm definitely glad that it's underway and happy to have proposed this. The discussion is ongoing (04 Aug Email #4), and I plan to post about this in more detail soon.




• Email #3 + Closed #4
  

  We discussed theories around organisational structure, cf. closed session below.
  
  We acknowledged a suggested model of the OTW's structure as a useful basis to start talking about skills, roles, and possible gaps in our organizational grid.

  Another big item deserving of its own post, so this is just a summary.
  
  Right now, the allocation of skills and resources in the org is not very consistent across projects. Such specialized skills include legal work, communications work, system administration, design, coding, testing, financial work, and translation. This distribution is particularly unpredictable on the technical end: some projects have committees dedicated to doing coding, testing, and design work for that specific project, while other projects use resources from elsewhere in the org, and still others have one or two people on that specific committee. One particular case is mentioned in Email #7 above and 04 Aug Email #3 below: Systems was actually doing coding-level work on Fanlore for the Wiki committee — this is not what sysadmins are for. We've resolved that particular issue — at least temporarily — but the bigger issue remains.
  
  It is my belief that this inconsistent distribution of skills and resources is a major factor in a lot of the issues facing the org. The unpredictable distribution confuses lines of purview and authority, which in turn contributes to burnout and every other issue related to our structure being unorthodox and opaque. This distribution also contributes to some of our projects consistently getting more resources than others, and a more equitable allocation of resources relative to needs across all the org's projects is definitely something I want to encourage. Dividing up our skilled people in this way — some here, some there; rarely intersecting, collaborating, or mentoring each other — also contributes to more reinventing the wheel across projects/committees and undermines the chance of our specialists forming communities among themselves within the org based around shared experience, mentorship, and skills development.
  
  This model, based around distribution of skills, need, and resources, is how we are currently looking at org structure overall. Currently, we're at a stage of discussing the existing structure and identifying possible problem areas relative to potential ideal structures. I want to note that the Strategic Planning Workgroup are doing related work, but we are avoiding overlaps: Board is looking at the big picture for now, while Strat Plan are examining the current committees one by one in detail (you can see mention of them at work in Open #3, and Strat Plan themselves talk about it in their Update #3 and Update #4). We'll eventually confer and compare notes and visions, and, of course, involve all the committees in the process and discussion. The discussion is ongoing (04 Aug Email #5).

28 July 2012 - Absent (Optional Meeting)

This was an optional meeting, which is pretty rare for us. The Org-Wide Meeting was on the same day, and Board often forgoes meetings on that day, as one of us will be helming the org-wide meeting and the rest of us try to attend. In addition, we conferred and knew in advance that most of us would not be able to make a meeting this day anyway, so it would be non-quorate. Normally we would just call the meeting off under these circumstances, but in this case we just held an optional one.

• Open #1
  

  We discussed potential board meeting times. There is now no time that all 6/7 board members who replied can attend - our best is 5/6, so we propose to alternate between the two options of which person can't attend.

  A closer look at what I mentioned in 21 July Closed #2 about needing a more flexible meeting schedule. The meeting time we determined at the beginning of the year worked relatively well, but since then it's become clear that we need to try something else so that all of us can make meetings more consistently.




• Closed #1
  

  We discussed workload and how to document and delegate more.

  Mostly just wanted to highlight this as part of our ongoing efforts to negotiate Board workload — you can see a related item in 21 July Closed #3. Among the things we absolutely need to minimize or eliminate is the number of Board members in chair or high-level staff roles; for Board, this has to be a group effort. Those of us not involved in other leadership roles have to try to help the others as they attempt to delegate and stabilize to a point where they can step out of those leadership roles.
  
  For myself, I have offered to expand my liaison roles (which I would like to post about sometime) by one, but have turned down an opportunity to liaise a committee I love chaired by a close friend: Volunteers & Recruiting, chaired by renay. I mention this because I'd like to talk a little about my general philosophy here.
  
  Right now, a lot of working relationships in the org intersect with pre-existing personal relationships, often because people join the org because their friends have and then work with or near their friends. There's nothing wrong with this! And as we're a fannish community, this is both inevitable and awesome.
  
  However, I want to avoid relying on personal relationships to support important positions and relationships in the org. This is a major reason behind why I turned down this liaising opportunity: I've worked frequently with renay, both inside and outside the org, and we're good friends. That's great, and we work together pretty well, but I think it's valuable for us to develop more and different working relationships in the org — particularly, I don't think I'm very good at this and could use the practice, so this is partly a personal development thing. To that extent, it's selfish — but thankfully there was someone available who was very interested in the position. There's a balance to strike between goals like this and the immediate needs of the org: sometimes, the position just has to be filled. It's the same principle by which some of our Board members are still doing other leadership work: sometimes there is just no one else. I lucked out in this case; eventually I hope we can take luck almost entirely out of the equation.

04 August 2012 - Attended

• Email #3
  

  Approved two new staff members for Wiki with MediaWiki PHP experience.

  See 21 July's Email #7 and Email #3 and Closed #4 — we found the needed people here, but there's a lot left to do on the larger scale.




• Email #7
  

  Discussed a proposal for sharing individual board member opinions as part of major decision announcements on the OTW blog.

  This is something I proposed, inspired by the meta discussion we're having over email.
  
  One of the major problems I see is that Board is often perceived as a monolith — largely because of our tendency to try to present a united front. A certain amount of solidarity is important; however, I think this approach cheats our audience and ourselves when it comes to things like announcing major policy decisions, and also discourages voicing disagreement and varying opinions elsewhere in the org. We come from a variety of backgrounds and have different interests, concerns, and specialties; likewise we present unique views on every subject. The way we've mostly done announcements up to now has largely erased the individual benefits and perspectives each Board member brings, and makes it hard to see how much and what kind of discussion and thought went into a decision.
  
  So no wonder many people don't have a good understanding of Board. We sure don't make it easy. And no wonder a lot of people hesitate to disagree when they pretty much never see our most visible people doing it.
  
  The idea here is, with any major policy decision — such as whatever we end up saying on meta — we should append (at least) two opinions. If there were votes for and against, then there would be an opinion from each voting position. If there was a unanimous vote, then we'd give two takes from different perspectives. Someone can be the primary author of each opinion, with opportunity for other members to sign off or add something of their own. This would let individual members share their concerns and opinions in an official space without an expectation of the rest of the Board agreeing — only acknowledging that the opinion should be heard. That's one of the primary ideas that drove me to proposing this, vis-àvis the meta discussion: I disagree deeply with some of the opinions there, but I feel they deserve to be known and heard.
  
  I'm hoping this will also make it clearer that comment on and discussion of our decisions is welcome: if we're there already showing different opinions, I hope others will feel more comfortable voicing their own thoughts there as well. I also know several people have asked for Board votes to be publicly visible — this isn't quite that, but I think it's better than nothing. Anyway, it's not a huge thing, but I hope it helps.




• Open #1
  

  Elz proposed on All-chairs mailing list that we add in some time for giving recognition to folks for help/work at the org wides. We did in the last one and it went reasonably well from a facilitation standpoint. We discussed how to balance positive celebration with constructive criticism, and agreed to continue the recognition time.

  Just want to pull this because it's a constant concern of mine. We definitely want to recognize people's efforts and accomplishments, but it's vital to leave room for criticism.




• Open #2
  

  Category Change are preparing for a public announcement.

  They'll just be introducing themselves and going over what they'll do and how they'll do it — waaaaay too early for proposals or even the input-gathering posts. Just saying hello!




• Open #3
  

  No update on the meta on AO3 discussion yet, as it is still being debated on the mailing list.

  See 21 July Open #6. My suggestion to do a status update post came after this meeting right here.




• Open #5
  

  Emerita and advisory board proposals are being discussed via email. Concerns were raised by staff after the last minutes, and these are addressed in the draft already.

  Please see 21 July Open #8.




• Closed #4
  

  We reminded each other that appointments to the board are exempt from the eligibility requirements for elections, and that being on board qualifies as a staff position with regard to future elections.

  Just to clarify, appointment to Board is what happens when someone steps down before their term is up and the remaining Board members choose someone to fill the seat for the remainder of that term. This is a separate process from elections — to stand for election, there are various eligibility requirements.
  
  In theory, appointed positions are supposed to be relatively rare and are for a significantly shorter time than elected positions. The lack of eligibility requirements gives Board a little more freedom and flexibility, but we still have to consider carefully if we need to appoint someone to Board.




• Closed #5
  

  Some staff were upset by the bylaws change going public without a prior warning to staff. We agreed to apologise for that, and work with Comms to manage the balance between giving staff warning, and giving transparent public notice as rapidly as possible.

  This was a definite and grave misstep. When I heard about this and realized what had happened, I proposed an apology to acknowledge the error. It's not enough, but it's important to at least acknowledge, and as the minutes note, we'll work with Communications on managing this.
  
  In general, it's unhealthy to have an extended period when staff know something long before others; historically we've had a mix of that and what happened here (absent or not enough staff notice). We need to do better.

That's all for this time! Back to trying to respond to comments, working on posts, and doing my job.