Board Meeting Minutes: December 4, 2011


December 4, 2011, 18:00 UTC

PRESENT: Rachel Barenblat, Hele Braunstein, Ira Gladkova, Allison Morris, Kristen Murphy
ABSENT: Francesca Coppa, Sheila Lane
GUESTS: Board members-elect Julia Beck, Naomi Novik, Nikisha Sanders, and Jenny Scott-Thompson attended as part of their orientation to the Board.


  1. We held a vote via e-mail on four proposals related to strategic planning:
    1. That the OTW engage in a strategic planning process.
    2. That we form a workgroup charged with writing a proposal/roadmap for the strategic planning process.
    3. That the workgroup be led by Sanders and Jenny.
    4. That we approve the tentative list of potential workgroup members and give Sanders and Jenny permission to approach them about joining the workgroup.

    All four proposals were approved with five votes in favor; Allison and Sheila did not vote. We also encouraged Sanders and Jenny to make another open call to staff and volunteers inviting them to express interest in joining the workgroup.


  1. Legal and Vidding report that the DMCA paperwork was filed December 1; EFF’s press release thanks OTW. Legal and Vidding are now working with Webmasters to get the Fair Use Test Suite updated and the new legal paperwork up on our website.
  2. Discussion of ways to improve internal communication and avoid misunderstandings, both among the Board and between the Board and other volunteers. This topic was broken down into four parts:
    1. What we expect to be brought to Board and what can go forward without involving us
    2. Board approval standards — what we need to sign off (defining objections, majority vs. unanimity, registering comments without objecting), how to effectively articulate our expectations, documenting decisions clearly
    3. How we handle any subsequent misunderstandings to minimize work disruption and stress
    4. When and how Board members get involved in internal committee workings

    We discussed a) and b) and tabled c) and d) for time. Highlights of the discussion included:

    • Several of us suggested that we try to err on the side of over-informing rather than under-informing each other. Suggestions included clarifying the responsibilities of chairs and Board liaisons vis-a-vis communication; asking liaisons to report on their committees before or during each Board meeting; and considering the role of org-wide meetings in disseminating committee updates.
    • We discussed the importance of clarifying to ourselves and to staff what should be brought to the Board as an FYI and what actually requires a vote. One suggestion was to start a writeboard where we can start distilling our ideas into a simple and concise checklist that chairs and staff could use as a guideline when determining whether or not a project needs Board approval.
    • The following were mentioned as categories of decisions that might require a vote: anything that would change org-wide policy or org structure, anything with financial or legal impact, hiring/firing, committee decisions which might impact other committees, establishment of new communication channels, changes in committee scope and role. This was a brainstorming discussion and the list is not final. In particular, there was a wish for further discussion about the Board’s role in hiring and firing.
    • We discussed whether the Board should operate on a consensus or majority-rules basis and how to handle situations in which a Board member objects to the majority opinion. It was noted that early in the org’s history the Board generally operated by consensus (in the colloquial sense, not the more specialized Quaker sense), but that as the org has grown and the Board become more diverse, this may no longer be practical. Several of us expressed a wish to work by majority vote in situations when a unanimous decision is not forthcoming. We also expressed the importance of developing a Board culture in which we all feel free to register comments, whether positive or negative, and feel that our concerns are listened to in good faith. It was suggested that we could benefit from studying established best practices in listening, voting, and objecting.
  3. Report on the December org-wide meeting: Jenny and Julia hosted in Hele’s absence. There was a good discussion about public forums, which is continuing in the internal forum. Allison asked whether writing minutes of org-wide meetings (which she has been doing) should become a responsibility of VolCom or of individual meeting hosts; it was felt that VolCom should do it.
  4. Jenny reported on a recent meeting between the AD&T chairs and several incoming and current Board members; she encouraged the Board to read the transcript and invited discussion via e-mail.
  5. Confidential item regarding a mediation request.
  6. Strategic planning update: Jenny reported that Natacha Guyot, troisroyaumes, megcwalsh, and Anna Genoese have agreed to serve on the strategic planning workgroup. Jenny and Sanders are still waiting for replies from and/or drafting e-mails to other candidates. They gave an update in the org-wide meeting, but haven’t had any responses yet. They’re thinking of doing introductions and giving links and references and initial brainstorming via e-mail over the next few weeks, with an initial meeting in January.
  7. Sanders suggested posting some kind of message to our volunteers, staff, and members who are going through finals/graduating this month.
  8. As this was the final meeting of the 2011 Board, the incoming and continuing members expressed thanks to departing members Allison, Hele, Rachel, and Sheila for their service.


No items.

The meeting was adjourned at 20:15 UTC.

Minutes approved by the Board on December 8, 2011.

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