Minutes of meeting of the Board of directors of The Autscape Organisation Meeting date: Sunday 20th January 2013 Meeting time: 2.00pm GMT Meeting Chair: Martijn Present: Elaine, Martijn, Stephen, Trish and Yo 1. The directors waived their right to formal notice of this meeting (5 for, 0 against) 2. Proposals 2.1. Fees. Elaine undertook to let Stephen have any information she has about the venue cost per person for 2013. The board decided to 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. (nem. con.) 2.2. Updating cancellation policy. Yo had noted that this mostly consists of adjusting the dates to fit this year's Autscape dates. Stephen noted that the board changes mean that the treasurer and registrar are no longer in proximity to each other and that this may require additional alterations. Martijn undertook to ask Kalen (registrar - see 5.1) to look at it as well. The board asked the interim treasurer to review and update the cancellation policy ready for approval at the February meeting (nem. con.) 2.3. Chat list guidance. There was a brief discussion of the difficulties of achieving balance between the competing needs of those who find high volumes difficult to cope with and those who need to feel comfortable posting as often and on whatever topics they wish. Ideally the board would like to see people reading all the posts in a thread before replying to any and cutting unnecessary quotation to minimise excessive posting as far as possible, but there was a consensus against any firm regulation on this issue. The board approved the chat list guidance (posted to board list 18/01/13 'Chat list guidance (2nd draft)') and the chair undertook to post it to the chat list following the meeting. (4 for, 0 against) 2.4. Regulation of posting to the Announce list (original proposals in Appendix A). Following detailed discussion on the board list, there was a brief discussion of the need for balance between achieving greater quality control of posts to this list and the pitfalls of over-regulation. In response to a question, the company secretary clarified that the redundancy identified in her analysis wouldn't, in itself, create any problems. The board asked Martijn to rework his proposal as guidelines rather than rules, including reminders of our ethical obligations, and deferred a decision to the board list, confident that consensus could be achieved on that basis (nem. con.) 3. Follow ups 3.1. Director recruitment (Yo). Yo reported that she has finally made some progress on this, at long last. She has drafted one ad and is working on the role descriptions. She hopes to have a full recruitment package ready for the board's approval by the Feb meeting at the latest and hopefully quite a bit sooner. She apologised for the long delay getting started. 3.2. Purchase/transfer of autscape domains (Martijn) Martijn reported no progress due to more urgent demands on his time. 3.3. Autscape experience list (due for review to consider whether working as intended). There was a brief discussion of the lack of activity on the list so far and possible approaches to stimulating its use including: that it may be more in demand around the time registration opens; reminding members of its existence via the announce list and/or the bulletin; inviting individuals to join; encouraging people to write about their experience of Autscape around the time of registration and after this year's event. Martijn queried whether any guidance exists for the use of that list. Yo's recollection was that it does but specifics were not immediately to hand. It was also acknowledged that Autscape has more pressing priorities right now. The board decided to review the list again in 6 months and, in the interim, to attempt to informally prompt its use (nem. con.) 4. Subcommittee progress reports 4.1. Programme (Chair: Martijn)(sc membership, call for proposals, theme description, proposed invitations, other issues). Martijn reported that getting the call for proposals out is his first priority now. He is working with Peter (who still has access to the whole website system) to get the proposal form and database ready and working. He believes it should be possible to get the CfP out in the next few days. In response to a question, Martijn commented that he doesn't feel a theme description is hugely important under the circumstances and there was general agreement on this point. He also intends to start a discussion soon about the possibility of inviting some presenters. 4.2. Fundraising (Chair: Elaine) (sc membership, fundraising strategy, other issues). Elaine reported that she has started looking at grants again and the sc is helping. She is also working on the fundraising strategy again, apologised for the lateness of this and undertook to have it ready soon. 4.3. Research (Chair: Elaine)(sc membership, childcare providers, transport providers, other issues). Elaine reported that the subcommittee has started looking for childcare providers and that she has been looking at venues but needs to write up the findings. 4.4. Publications and publicity (Chair: Martijn)(sc membership, poster/flyer, adverts in publications, other issues). Martijn reported no activity. Yo offered to help and Martijn accepted. Elaine noted that it is next on her agenda (as vice chair). 5. Roles and responsibilities which still need to be assigned: 5.1. 2012-2013 Registrar. There was a brief discussion of the need to make this appointment fairly soon and the likely need for the registrar to visit the venue. Trish and Kalen had both volunteered, but Trish felt that Kalen was more suited this year and withdrew. The board decided to elect Kalen as registrar for Autscape 2013 (5 for, 0 against). 5.2. Purchasing. The company secretary clarified that, last year there was a working group which Stephen chaired, and the board needed to work out how to manage this area of responsibility this year. Stephen volunteered to lead the working group again but hopes to delegate more this year. He noted, however, that it might present a conflict of interest while he is interim treasurer but this could be avoided by having expenditure pre-approved by the board. Yo also noted that the requirement for cheques to be co-signed acts as an additional safeguard. Elaine volunteered to be involved in purchasing and undertook to join the working group. Martijn noted the need to rename this working group (from merchandise to purchasing) on the server. The board decided that Stephen should coordinate the purchasing working group in 2012-2013 (nem. con.). 5.3. Transport (arranging once research makes recommendation and board decides provider). There was general confusion around the remit of this role. The company secretary clarified that the transport coordinator is responsible for booking and organising Autscape arranged transport from nearby station(s) to the venue and that totally unconnected transport working group is responsible for putting together advice for participants on public transport routes from their starting points to station(s) near the venue. Yo noted that the role of transport coordinator almost certainly requires phone ability and reasonable communication with NTs, but also that the role does not need to be assigned just yet. The possibility of asking candidates outside of the board was discussed, including one or more of those individuals who have previous experience of the role. Elaine mentioned that she would be able to book a provider but can't be at the station as she will be needed at the venue at the same time. Trish mentioned that she might be suited to being at the station. The board decided to defer the issue to the board list. (nem. con.) 5.4. Childcare (arranging once research makes recommendation and board decides provider). It was clarified that this coordinator won't be needed until after the board has decided on a provider but that appointing them prior to that point would save some time. Elaine recognised that she has the needed skills and was willing as a last resort, but was understandably reluctant to take on anymore. The board decided to look for volunteers outside the board in the first instance and deferred the issue to the February meeting (nem. con.) 5.5. Insurance (obtaining quote and arranging following board approval). The company secretary clarified that the board needs to consider who will do this as a result of the retirement of the person who has done it for the past few years. In response to questions, she noted that the actual purchase can wait til quite late on but the initial liaison with an insurer needs to happen by about April because the process of gathering all the info they need can take ages. She also clarified that the major task is gathering together from within Autscape the information required by the insurers rather than shopping around for quotes. The board discussed the relative strengths and weaknesses of various directors and identified that Yo and Stephen between them have a good understanding of what is needed and Elaine's strengths include making phone calls and coordinating administrative tasks, consequently the task is likely to be manageable between those three individuals. The issue remained on the agenda for the February meeting. 6. Key position progress reports (matters not covered earlier) 6.1. Venue Coordinator (Elaine)(matters arising, plans for venue visits) Elaine reported that she has been in touch with Ackworth to just touch base. She intends to arrange a venue visit soon, probably with the Registrar if she is willing to go and anybody else who needs to go. She anticipates that only one visit may be necessary due to our prior experience with this venue. Yo requested that the venue coordinator note (from 2012 experience) that the programme coordinator (or at least whoever is putting things into rooms) *must* visit the venue, because of the importance of actually seeing the rooms we intend to use for things. 6.2. IT systems manager (Stephen)(handover, website updating, anything else) Stephen reported that coordination with Peter over handover continues for Martijn and himself, as does documentation. Though he is currently experiencing some technical difficulties which he'll need to sort over the next week or so. Martijn commented that handover is going very slowly because Peter's system is beyond our technical expertise and basically undocumented, so he foresees that Autscape will remain dependent on Peter to get many things working for some time to come. He noted that, as long as Peter continues to be willing to help, this is not necessarily a problem. Yo commented that this sort of situation is not uncommon in many organisations. Martijn stated that, in the worse case we would do things by hand, but that probably won't be needed. 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) Stephen reported that handover continues, though Peter still has the chequebook. What he believes to be the final expense claim cheques for Autscape 2012 have gone out. The donor who underwrote some of the risk for the event last year wants clarification on if they're expected to pay the shortfall charge that the venue has waived or just the amount actually charged. Yo offered to check the minutes regarding this and advise. Yo raised a concern about the progress of the 2011-2012 accounts (which Peter had agreed to do). Stephen reported they are now in a reasonable shape to hand to the accountant, which is why Peter wanted to keep hold of the chequebook for the time being. Yo requested to be informed when that happens. 6.4. Company Secretary (Yo)(bulletins, follow ups from previously delegated actions, actions taken under delegated authority, outstanding issues). Yo reported that she hasn't managed to get any bulletins out since September unfortunately. Now that she is functioning a bit better she intends to try. She will need to prioritise the director recruitment over that, but it doesn't usually take that long so she may manage one soon. She is pretty much maxed out doing her routine jobs (minutes, agendas, advice to the board etc.) plus the recruitment (which is a very large job and very important). So right now she needs help with a specific task and intends to seek a volunteer on the plan list. (Trish volunteered if she can't find anyone) 6.5. Chair (Martijn)(road map, actions taken under delegated authority, board functioning and communication, progress so far in 2012-2013 and next tasks) Martijn reported that he has not been functioning well and doesn't anticipate that improving over the next 1.5 weeks, but he intends to redouble his efforts after that when he's back home in NL and has time and energy to concentrate. On the road map, he reported no progress, it continues to be near the top of his priority list (after the call for proposals). Elaine (vice chair) noted that Christmas had interfered somewhat she believes they are back on track now. Martijn noted that board functioning and communication are still pretty bad but at this point he has good hope we'll have another Autscape at least. 7. Other business 7.1. Elaine noted that Belsey Bridge have emailed her to say they would let her know if they had a booking for any of the dates we were interested in 2014, but the previously discussed concerns about cost and minimum booking requirements were also mentioned (as no decision on a 2014 venue has yet been taken). Meeting closed 16.18 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'.