Agenda for January 2013 board meeting
Meeting to be held at 2pm on Sunday 20th January at irc.starlink-irc.org
#autscape
Attendance
Apologies
1. Request from the company secretary for directors to waive their
right to formal notice of this meeting
2. Proposals
2.1. The company secretary proposes that the directors request proposed
fees from the interim treasurer to be available 1 week in advance of the
February meeting in order to be able to vote on a fee structure at the
February meeting.
2.2. The company secretary proposes that the directors ask the interim
treasurer or other willing individual to review and update the cancellation
policy ready for approval at the February meeting (n.b. AFAIK this mostly
consists of adjusting the dates to fit this year's Autscape dates)
2.3. The chair proposes that the directors approve the draft chat list
guidance (posted to list 18/01/13 'Chat list guidance (2nd draft)')
2.4. Martijn, Yo and Elaine have made conflicting proposals regarding
rules covering posting to the Announce list. The chair's original proposal
is set out in full in Appendix A. The following options are available to the
board:
(a) Adopt Martijn's proposal in Appendix A as rules
(b) Adopt items 3 and 4 of Martijn's proposal in Appendix A as guidelines
(how items 1 and 2 might or might not work with this option would require
clarification)
(c) To adopt Elaine's proposal in Appendix A
(d) To decide that existing rules and conventions are sufficient and not
make any new ones (Yo's proposal)
The company secretary's analysis of the effects of these options is also set
out in Appendix A.
3. Follow-ups
3.1. Director recruitment (Yo)
3.2. Purchase/transfer of autscape domains (Martijn)
3.3. Autscape experience list (due for review to consider whether working
as intended)
4. Subcommittee progress reports
4.1. Programme (Chair: Martijn)(sc membership, call for proposals, theme
description, proposed invitations, other issues)
4.2. Fundraising (Chair: Elaine) (sc membership, fundraising strategy,
other issues)
4.3. Research (Chair: Elaine)(sc membership, childcare providers,
transport providers, other issues)
4.4. Publications and publicity (Chair: Martijn)(sc membership,
poster/flyer, adverts in publications, other issues)
5. Roles and responsibilities which still need to be assigned.
5.1. 2012-2013 Registrar (Last year - Debbie) Candidates:
5.2. Purchasing
5.3. Transport (arranging once research makes recommendation and board
decides provider)
5.4. Childcare (arranging once research makes recommendation and board
decides provider)
5.5. Insurance (obtaining quote and arranging following board approval)
6. Key position progress reports (matters not covered earlier)
6.1. Venue Coordinator (Elaine)(matters arising, plans for venue visits)
6.2. IT systems manager (Stephen)(handover, website updating, anything
else)
6.3. Interim Treasurer (Stephen)(progress of the accounts, actions taken
under delegated authority, handover progress including whether he now has
the cheque book, training needs, contact with bank/accountants, anything
else)
6.4. Company Secretary (Yo)(bulletins, follow ups from previously
delegated actions, actions taken under delegated authority, outstanding
issues)
6.5. Chair (Martijn)(road map, actions taken under delegated authority,
board functioning and communication, progress so far in 2012-2013 and next
tasks)
7. Any other business
APPENDIX A
Martijn's full proposal:
(---begin of proposal---)
1. To make every board member a moderator of the Announce list.
2. To permanently set the list so that even posts from moderators and
administrators are never automatically approved. The system calls this
"emergency moderation", but it would become the normal mode for this list.
3. To agree to a rule of conduct that we:
- *never* approve our own posts,
- nor approve any post in which we have a personal interest,
- nor reject any post for personal reasons,
but instead wait for another board member who is neutral about the post
in question to approve or reject it.
3a. In the unlikely event that a conflict of interest is inevitable
because no neutral board member is available to approve or reject it, to
put the post in question up for a vote which is ratified and minuted at
the next board meeting.
4. To ask all board members (who feel able to do so) to deal with the
posts waiting in the moderation queue in a timely manner, subject to
item 3 above and to common sense. Approval criteria would include:
- Is it important news of general interest to all the members?
- Is it well written and spelled correctly?
- Is it in the best interest of the Autscape organization to send this
post to all its members?
If in doubt, don't approve or reject, but leave it in the queue and
discuss it on the board list. On the other hand, don't start unnecessary
discussions and *do* act independently if you feel able to make a clear
judgment about a post.
5. To use the board list to reach consensus in the event of any
conflicts arising from this practice. If consensus cannot be reached,
then whoever has an interest in the post in question may put it up for a
vote which shall be ratified and minuted at the next board meeting.
(---end of proposal---)
Elaine's proposal:
Delegate 2 moderators from the board.
Any posts sent to the announce list that do not originate from the board
or without the boards prior knowledge or are not in relation to an
announcement that the board has made are withheld and brought to the
attention of the board for discussion, approval or rejection.
Company secretary's analysis of the impact of proposals on procedures and
rules:
The existing rules which affect this area are were posted to the board list
on 08/01/13 'For reference - existing rules/decisions on delegation andthe
conduct of directors'.
Under these rules, the current situation is:
a.. Any board member or postholder may post to the announce list but must
get their post approved by a list administrator (currently the chair or the
secretary)
b.. The chair and the secretary each have the delegated power to post to
the announce list without the prior approval of any other person, provided
the purpose of the post is something which falls within their delegated
powers (this basically means if they are acting in an emergency situation)
and are each *required* to report that they have done this to the board at
the next meeting.
c.. There is also an existing convention¹ that individuals, including the
chair and secretary, should not normally approve their own posts to the
announce list.
d.. All board members are already required by law and article 17 (which
has the force of law) not to act where they have a conflict of interest
Option (d) would retain the above as the rules.
Option (a) would result in the following changes:
a.. No-one would have the power to post to the announce list under any
circumstances without the approval of another board member.
b.. Any board member or postholder would be able to post to the announce
list provided their post was approved by any other board member
c.. Item 3 of the proposal is redundant since all board members are
already required to do this by law and article 17 (which has the force of
law)
d.. Item 5 of the proposal is redundant since the principles of decision
making by the board are already set out in article 10 and all directors are
legally obliged to obey the articles
Option (b) would result in the following changes:
a.. Establish the convention that no individual should approve their own
post to the announce list except under exception circumstances as a written
guideline, but it would continue to be *possible* for the chair and
secretary to do so under exceptional circumstances (as covered in their
delegated authority).
b.. Item 5 of the proposal is redundant since the principles of decision
making by the board are already set out in article 10 and all directors are
legally obliged to obey the articles
c.. The changes proposed in items 1 and 2 would force option (a) and are
not compatible with option (b). With this option (and without item 2), item
1 would mean that it would become possible (though still contrary to other
rules) for any board member to approve their own posts. There may be other
technical options which would be more compatible with this option
Option (c) would result in the following changes:
a.. No individual would be able to post to the announce list under any
circumstances without either (i) advance approval from the whole board or
(ii) the post being held in moderation until the full board has approved the
post.
1. a convention is an unwritten rule about the way things are done which is
based on the ways they have been done and/or rules which are generally
accepted amongst those involved to exist. This may seem very vague, but
actually a lot of rules and policies exist (and are often upheld by the
courts) simply on the basis that 'it is what people normally do' and
therefore a convention exists. Most conventions are never written down,
because actually writing down every single 'rule' and procedure that any
organisation follows would be unworkable because there are so many. But an
organisation needs to consider which 'rules' and procedures it considers
important enough to document. And which should be 'guidelines' and which
'rules'.