Humanitarian OSM Team/Working groups/Governance/2014-12-18

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Governance Working Group meeting on Thursday 18 December 2014
This meeting was announced by Russell Deffner in this Email sent 11 December 2014 and presided over by Russell Deffner.


Minutes of HOT Governance Working Group's 3rd meeting
Date & Time: December 18, 2014, 16:00 UTC
Place: IRC (oftc #hot) and HOT Mumble server

Meeting participants (IRC handles), in the order of appearance: russdeffner, BlakeGirardot, AndrewBuck, jaakoh_mobile, Tallguy, ybon, mkl

The detailed (and full) discussion of the meeting can be read at the bottom where the IRC log of the meeting is copied. The minutes below note the main items and decisions of the meeting.

1) Meeting opened at 16:01 UTC

2) Discussed New Member Nomination/Elections and Board of Directors/Chair for Voting Members Elections - desire to have new members oriented before the Annual Meeting scheduled for March 2015. Need to document the two separate processes. This item was tabled to be worked on asynchronously.
Action Items: Russell (Chair of Voting Members) to set a membership meeting for late January to ratify new member elections. Jaakko to set up Governance WG mailing list and collaborative space (Hackpad and/or Lumio) for process documentation.

3) Discussed the Governance Working Group, Terms of Reference (TOR) - need to draft TOR and send to Board of Directors to approve. This item was tabled to be worked on asynchronously.
Action Item: Russell to create draft/template (Hackpad) and send to Gov WG mailing list when available.

4) Discussed Bylaws/Policy Review - two sub-topics were identified, one being the need to catalog existing policy and the other being a comprehensive review of those policy documents. The catalog will be relatively short-term while the review will be a long-term project. The platform for cataloging was discussed with a note that the Communication WG and Tech WG may need to be involved (i.e. CWG may have input on which platforms we should use for what type of communication and tech for website work). This item was tabled to be worked on asynchronously.
Action Item: Russell to create initial catalog (Hackpad) of existing policy.

5) No objection to previous meeting minutes.

6) Meeting adjourned at 18:02 UTC

IRC Transcript

(Timestamps are UTC+1)

17:01 russdeffner: We will be starting the Gov WG meeting shortly...
17:01 BlakeGirardot: Hi all.
17:02 AndrewBuck: Hello. I will listen in but probably won't say too much. Doing some mapping right now, will try to check in periodically.
17:02 * nick is now known as Tallguy
17:03 russdeffner: ok, I don't see Jaakko on here yet, so I'll wait a few minutes
17:05 AndrewBuck: looks like we are getting quite a crowd on mumble
17:05 BlakeGirardot: I much prefer irc if possible.
17:05 russdeffner: As noted in his email, I am happy to chair the Gov WG
17:06 russdeffner: if no one else wants to
17:07 * pierzen|2 is now known as pierzen
17:08 russdeffner: so our agenda is...
17:09 jaakkoh_mobile: Yai! Mobile IRC connection. Hello World!
17:09 russdeffner: 1)Gearing up for next election cycle. 2)Formalizing our Terms of Reference. 3)Talking about a full Bylaws/Policy review. 4)Any other business
17:09 BlakeGirardot: Last meetings minutes for review:
17:09 russdeffner: Thanks Blake!
17:10 jaakkoh_mobile: + I think it would be great to name a lead/Chair for the WG as commented over email today.
17:11 russdeffner: I think part of our TOR could be Chair/Co-chair and if we want to set a meeting schedule
17:12 russdeffner: But shall we start with the upcoming nomination/election cycle?
17:12 jaakkoh_mobile: russdeffner : That's very true and it's the appropriate way to handle the matter (.. Via set TOR).
17:13 jaakkoh_mobile: Sounds good (for the start).
17:13 russdeffner: So, being nominated this last round, I am fairly clueless to how that process went
17:14 russdeffner: Jaakko and I have discussed this a bit and what we'd like to do is document both processes (seperately), the new member nomination, and the board/chair of voting members election
17:14 jaakkoh_mobile: Would you mind referring the discussion on the election cycle russdeffner?
17:15 jaakkoh_mobile: (my typing with this thingie is a bit slow..)
17:17 russdeffner: Typing for Jaakko via Mumble: basically we want to make sure we nominate, elect and orient our new members prior to annual meeting
17:18 russdeffner: in the past we haven't really done a good job of this
17:19 russdeffner: We have set the meeting for March, so we should try to have new members oriented by February
17:21 jaakkoh_mobile: Right. (now typing w Swype. Let's see if I get this all wrong w auto suggests..  ;)
17:22 russdeffner: I think that means we should set up the nomination process pretty quick, maybe by the first of the year?
17:23 russdeffner: Remind me again, how that was done - a spreadsheet or something?
17:24 jaakkoh_mobile: So we should have the new voting members elected with a proper voting members meeting before the new members participate in the annual meeting which includes the board + voting members Chair election. That's what we haven't done before.
17:24 russdeffner: Ok, so I should look at setting that meeting for late Jan/ early Feb?
17:25 jaakkoh_mobile: (Not that we would have had the meetings fully properly conducted either (latest 2-3 times due to the prior quorum problem) but legally / logically looking this is what we need to do.
17:28 russdeffner: Yes, with new quorum rules, we should be able to be more official this time around
17:28 jaakkoh_mobile: I was was hoping that we would have been able to arrange that already before the end of the year. But that's clearly not happening now (my bad). Luckily there's no real rush so long as it happens clearly before the annual meeting. .. And so I think that late January is a good time. Would be best to set the process with dates even before the end of the year so that everyone knows and can think of of new voting member candidates
17:29 jaakkoh_mobile: Exactly. We're finally good with the quorum.
17:30 jaakkoh_mobile: BTW. Who else do we have on the line? Show of hands / blurb of hellos?
17:30 Tallguy: I'm here
17:30 * jaakkoh_mobile says hi to all from crisp sunny Washington DC
17:30 BlakeGirardot: Hi
17:30 ybon: jaakkoh_mobile: I'm more or less around, but not sure what the topic of the day is ;)
17:31 russdeffner: ybon - we are having the Governance WG meeting, happy to have your input
17:31 jaakkoh_mobile: Salut ybon! This is the Governance Working Group's meeting
17:31 jaakkoh_mobile: :)
17:31 ybon: ok, great, I think I can keep code, so :)
17:32 jaakkoh_mobile: #deep_bow
17:32 ybon: (but I'm keeping an eye :) )
17:32 russdeffner: also Andrew is here, but doing some mapping, checking in when he can
17:35 jaakkoh_mobile: If anyone else is tuned in I'd like to welcome any-/everyone to just jump in with whatever thought related to governance you may have. Code is of course the new law sow ybon and you all other coders are really the ones setting the stage here. But I hope (and think) that there's still some need for "traditional" gov issues too.
17:36 russdeffner: Jaakko and I have talked a bit about the documentation and I think we can do that 'offline' on a google doc or something
17:37 russdeffner: So I guess unless there is specifics we need to discuss, maybe we can 'table' agenda item 1 until we have something typed up to 'approve'?
17:37 BlakeGirardot: for what it is worth, I think hackpad is a bit more collaborative than gdocs.
17:38 * jaakkoh_mobile realizes that the end of the calendar year together with the changes we've had on the board (Mikel first stepping down from the board presidency and now the board altogether) is clearly putting him into a bit of reflection mode..
17:38 russdeffner: this has been one heck of a year :)
17:40 jaakkoh_mobile: Did we btw talk about trying out Loomio yet? It facilitates discussion, drives towards decision proposals and keeps nicely track of people's opinions / votes.
17:41 jaakkoh_mobile: Doesn't replace discussion tools but creates a nice framework for decision making.
17:41 russdeffner: we can try it, just concerned about time and if it will slow us down initially
17:42 jaakkoh_mobile: This said, I'd like to see us try to see if it could work for us. And I think a dedicated email list for Gov issues would also be a good thing
17:42 jaakkoh_mobile: Gov(ernance) that is.
17:43 russdeffner: Yes, Communication WG has a dedicated email and I think it could be good for us as well
17:44 jaakkoh_mobile: I could set both up next week adding / inviting all that have participated in the WG meetings and of course generally inviting all from the community.
17:44 russdeffner: If no one objects, I think that would be great and we might even want to work that into the TOR
17:44 BlakeGirardot: I just noticed that new voting members must be approved in writing by 2/3 of the voting membership.
17:45 jaakkoh_mobile: I think we'd still like to / should keep drafting things in a Hackpad or GDoc (and agree with BlakeGirardot that Hackpad is or at least feels somehow more collaborative).
17:46 russdeffner: Yes, I like Hackpad better as well
17:47 russdeffner: Blake, that is correct
17:48 Tallguy: Is there a mobile version of hackpad?
17:48 BlakeGirardot: That sounds like it would be difficult to do no? Almost like the quorum issue
17:48 jaakkoh_mobile: Yes. This brings us to a thought that has surfaced a few times: it could be a good thing to have a new voting members committee vet the nominations and give its OK for the list. This needs no bylaws change and the board could well just set up such process. But IMO such proposal would ideally come from either Gov WG or/and the Community WG
17:48 russdeffner: I know there is an iPhone app, not sure about Droid
17:48 russdeffner: *regarding Hackpad
17:50 jaakkoh_mobile: BlakeGirardot : it actually hasn't been as big of a problem for a few reasons. (1) the voting on new voting members has always been asynchronous, (2) for a few rounds already we've had a de facto policy that one voting member can nominate only one new voting member.
17:51 jaakkoh_mobile: The key word is trust (in other voting members nominating good peole).
17:51 BlakeGirardot: I see. Interesting. Thank you jaakkoh
17:52 russdeffner: On that note, we have had nearly 100% participation in ballots, it's really just the meetings that we struggled to get quorum
17:53 jaakkoh_mobile: We now have the limit noted in the HOT Code too. So while the policy was set by the Board before there's now a clear explicit support for it via the Code.
17:54 BlakeGirardot: Which code is that? The Code of Conduct?
17:54 jaakkoh_mobile: But I still think that having a group of people vet and essentially endorse the nominations could be a good thing.
17:54 jaakkoh_mobile: Yes, sorry Code of Conduct
17:54 russdeffner: HOT Membership Code - which includes the Code of Conduct
17:56 russdeffner: Anything else on the election stuff?
17:56 russdeffner: Or can we move to TOR?
17:56 jaakkoh_mobile: What I think is quite clear we've had a few times is active or even very active community members "forgotten" to be nominated and the reason for that has been quite simply that no one has looked at the big picture.
17:56 jaakkoh_mobile: Sure. Let's Park
17:57 jaakkoh_mobile: this election issue for a drafted proposal.
17:57 jaakkoh_mobile: Hola mayorga !
17:57 jaakkoh_mobile: So, on TOR:
17:59 russdeffner: Great, so just to note - Jaakko will set up a Gov WG mailing list and we'll collaborate through there
17:59 jaakkoh_mobile: We simply "just" need to draft one to set the parameters (scope of work, process of how our things are usually handled + structure to name the top things)
18:00 jaakkoh_mobile: Great. The drafting will go into a Hackpad and let's give Loomio a try with discussing details of formalized
18:00 jaakkoh_mobile: Proposal and approving it.
18:01 jaakkoh_mobile: Ok for item #2, Terms of Reference of the Gov WG?
18:02 jaakkoh_mobile: (for now)
18:02 BlakeGirardot: Sounds good to me
18:02 russdeffner: So I meant to build a 'template' from the other groups for today, but didn't find the time
18:02 jaakkoh_mobile: (coming up next : framework for picking up bylaws issues)
18:03 jaakkoh_mobile: Ok. Good, shall we move forward?
18:03 russdeffner: Just to conclude - I will try to get that done soon and will send a link once the mailing list is set
18:04 jaakkoh_mobile: Great.
18:04 russdeffner: ok, policy/bylaws review...
18:05 russdeffner: I think this is the most comprehensive list of issues to date:
18:05 russdeffner: and think we can just continue using that Hackpad
18:06 russdeffner: but I also think we need to create a 'catalog' for policy stuff...
18:07 russdeffner: there was the 'lost' Conflict of Interest policy that we almost re-created until someone remembered that we already had one
18:07 russdeffner: I think this group could determine where/how to put all this stuff so that doesn't happen again
18:07 jaakkoh_mobile: Yes. And just to note that since this is unfortunately more of a dialogue between the two of us today (all comments much appreciated + more thoughts / comments highly welcomed!) we could also just sort of refer to / review what has happened before, document some of the discussions that Russ and I and the board have had and push this too for perhaps separate / dedicated dusvussion(s)?
18:08 jaakkoh_mobile: +100 for bringing together vato
18:09 jaakkoh_mobile: ^various pieces of governance related things (policies, normal practices
18:09 jaakkoh_mobile: Etc)
18:10 jaakkoh_mobile: Some work on that has already been done by at least Heather and Kate and I. And Russ.
18:11 jaakkoh_mobile: And Hackpads / what not pieces of work outlining / listing needed changes to policies, rules, bylaws need to be pieced together to that work.
18:12 russdeffner: A good example, that's mostly my fault, is after amendment 1 (quorum change) was approved, it really is only documented in the meeting minutes but not reflected anywhere else
18:13 jaakkoh_mobile: Yes. We have many other similar things.
18:13 russdeffner: Does anyone have any suggestions, examples from other organizations for best practices?
18:13 BlakeGirardot: It is just sort of the nature of the widely dispersed people and systems we use that things end up a little fragmented.
18:14 BlakeGirardot: so I guess we do need to make an effort to find a way to help overcome that.
18:16 Tallguy: I think the very open way that things are currently carried out, with open invitations to everyone, member or not, is better than most things I am involved in.
18:17 BlakeGirardot: I'd second that Tallguy
18:18 jaakkoh_mobile: I should "state for the record" that we were just very recently contacted (literally out of blue) by an enthusiastic individual who offered his help on redesigning and overhauling our website.
18:20 jaakkoh_mobile: We've had I think two preliminary discussions with him by now and the work will pick up soon and loop in the community more broadly / openly as it needs to of course.
18:20 Tallguy: It's good to have a system flexible enough to be able to accept that.
18:21 russdeffner: I think naturally the website is a good place for policy stuff; should we jump in and request to 'expand' the current page the Bylaws live at?
18:21 jaakkoh_mobile: It would be good to align better defining our key documentation + eg roles of the website + wiki + OA in relation to / in parallel / linked to this work.
18:23 jaakkoh_mobile: Right. So if we want to do essentially "what ever" (that makes sense for us, that we can define and are willing to actually do) it's possible as part of this.
18:23 russdeffner: I guess one way or the other, before moving stuff to website or other location, we should just catalog everything we currently have (Hackpad?)
18:23 jaakkoh_mobile: Not exactly governance directly but clear info availability is a component of good governance.
18:24 jaakkoh_mobile: Yes again.
18:24 BlakeGirardot: The wiki has the distinct advantage of being easy for anyone to update or add to.
18:25 jaakkoh_mobile: We (Board + Kate) have been working mostly with GDocs but we can transition - or then pick t
18:25 BlakeGirardot: Once things end up on a more static website, that creates a potential bottle neck for updates.
18:25 jaakkoh_mobile: .. that for this piece.
18:26 BlakeGirardot: I didn't mean to suggest the wiki over hackpad
18:27 russdeffner: I wonder if this stuff won't be 'slow' enough that getting it updated on the website will be sufficient
18:27 BlakeGirardot: I meant more for long term where things are kept, I like the wiki. hackpad is much better for collabarative stuff
18:28 jaakkoh_mobile: Right BlakeGirardot. This is also why we need to think of / define the roles of the different systems we use (website [Drupal], Wiki [OSMF infra], Hackpad, Google Docs .. And OpenAtrium for which we've had near zero resources to setting it up properly before but that might chance in the coming months with our new project manager hired)
18:29 BlakeGirardot: I agree 100% jaakkoh
18:30 jaakkoh_mobile: This is of course all-in-all more communication / tech domain than governance so perhaps we'll leave the platform pondering for now and stick to "content" and gov structure/process issues
18:31 russdeffner: hmm, yes I think this is a cross-over with the communication wg
18:32 jaakkoh_mobile: On that note: I should share the thought that I have discussed in past weeks with about half of the Board members, Kate and Russ regarding the bylaws review and change process.
18:32 russdeffner: but agree we can table that discussion and stick to content
18:34 jaakkoh_mobile: A thought that is. And that thought is that having digested / pondered upon the bylaws and other possible organization changes I've come to think that it could make a lot of sense to obviously first discuss the needs we feel exist to adjust (bylaws and other organizations
18:37 russdeffner: I agree, if we can first say "we see X as a problem" first, then we also may avoid amending the Bylaws if there is a better solution
18:38 jaakkoh_mobile: .. ^organization [singular, not plural] related things). Then when we (essentially the Gov WG, with consultations with linked WGs / talking with the community) feel that we've reached an agreement on what we want to adjust then we'd take those points / issues for voting members' approval. And finally do the actual work of amending the bylaws / other policies / what not after that.
18:42 jaakkoh_mobile: Now. Should we mark this issue as "handled for the time being / today" and as communicated (with this log getting added to the list of the WG minutes + shared with the community)?
18:42 BlakeGirardot: That makes good sense to me and as russ said, maybe in discussions another way besides changing by-laws is found.
18:42 jaakkoh_mobile: Exactly BlakeGirardot.
18:43 jaakkoh_mobile: Do we have other things to discuss for today?
18:43 russdeffner: I think we can also 'table' this with 2 'subtopics': cataloging existing policy and collecting 'organizational challenges' that need to be addressed
18:43 jaakkoh_mobile: Have we had other people tuning in to this meeting?
18:44 jaakkoh_mobile: Yes, I agree russdeffner.
18:45 russdeffner: If I didn't say it already - I will take the 'action item' of starting a policy catalog if no one else wants to do that
18:45 jaakkoh_mobile: By my count we've had russdeffner, BlakeGirardot and me participate. Then ybon reminded us that he's keeping us under surveillance. Do you want to be added to the list of participants, ybon ?
18:46 BlakeGirardot: tallguy was in there too :)
18:46 russdeffner: Nick/Tallguy also
18:46 russdeffner: :)
18:46 Tallguy: I agree, but one of my pet hates is the not clearing out of old documentation, which can lead to confusion - needs to be clearly indicated where the new stuff is, and what is old
18:46 russdeffner: and AndrewBuck was lurking as well
18:46 ybon: jaakkoh_mobile: I think I was not present enough ;)
18:47 jaakkoh_mobile: Ok. Thanks russdeffner. You could ping the board on that separately and invite people to pitch in their gov docs / links, etc. "
18:47 mkl: (sorry i'm late)
18:47 jaakkoh_mobile: Ok ybon. No probs mkl
18:47 jaakkoh_mobile: We're just wrapping up.
18:48 russdeffner: Perfect time for agenda item 4 - any other business?
18:49 russdeffner: @ Tallguy - yes, I will try to catalog policy stuff with dates where available; then I think part of the review process will be to determine which ones are still valid/in-use/etc
18:50 Tallguy: russdeffner thanks for that
18:51 jaakkoh_mobile: BTW. As emailed and as we discussed already in the beginning let's have the setting of the Chair / co-chair and defined members of the WG be part of the TOR drafting. I'd still like that we'd recognize the reality that Russ has been de facto leading the WG for the last 2 if not 3 times. And I also feel that at least for this WG it would be ideal to have the lead/Chair of the WG be someone who is not a board member.
18:51 russdeffner: Oh, one thing I forgot at the beginning, was there any objection, desired amendment to the last meeting minutes
18:52 russdeffner: I would gladly continue to Chair this WG and welcome a co-chair just in case I can't make it or have tech issues
18:52 jaakkoh_mobile: The last time I looked at them they seemed good to me. Are there any adjustments to them since.. September?
18:53 jaakkoh_mobile: Yes. Co-chair is good to have. Both for backup and capacity building wise.
18:53 russdeffner: No, looks like I made the last edits in Sept
18:54 jaakkoh_mobile: Perhaps we could ask for interested people for that between now and the next meeting?
18:55 russdeffner: Sounds good
18:56 russdeffner: And with only a few minutes till the hour, one last call for any other business
18:56 jaakkoh_mobile: I can pick up the lead if there's a need but a with chairing I think it's better that it would not be a board member. (The whole point of the Gov WG is IMO to loop in broader views to things. Legally speaking the board is pretty much set to decide on nearly anything as is.)
18:57 jaakkoh_mobile: That's all for me. Any thoughts, commentary from mkl?
18:57 russdeffner: Yes, I've held the position that I agree with the Board accountability for the WG's but think having community members chair is best
18:57 jaakkoh_mobile: Anyone else who may have been tuned in on-off?
18:58 BlakeGirardot: I am all set as well. I can put the transcript of this meeting in the wiki
18:59 russdeffner: BlakeGirardot - I was going to do the same as last time with minutes and log but if you want to jump on creating the wiki-page, etc. that would be great
19:00 jaakkoh_mobile: Great. Thanks to you all (=both ;) !
19:00 BlakeGirardot: Whatever works for you russ, I can stick the log in there and you can add the minutes at the top
19:00 BlakeGirardot: Thank you jaakkoh and everyone else :)
19:01 russdeffner: And I'll just say: in my opinion listening in is participation, it helps understand how these non mapping things get done and hopefully if you had something to say, you are here to do so
19:02 russdeffner: @ Blake - that works for me, thanks!
19:03 russdeffner: *meeting closed at 18:02 UTC - minutes and log will be on the wiki soon
19:03 BlakeGirardot: Ok, I am sick maybe that is it
19:03 BlakeGirardot: I was just saying I like irc for the accessability
19:04 BlakeGirardot: and translatablity of it.
19:04 BlakeGirardot: even if I can't spell either of those :)
19:04 Tallguy: OK - Bye
19:04 russdeffner: Yes, and just so everyone knows, we did have Mumble going but did not use it much - however, I think it is nice to have as somethings are just easier discussed via voice
19:06 russdeffner: but my grammar isn't better either way :)
19:06 Tallguy: yes, I find IRC a very strange environment - my comment can end up on the wrong subject