Board Meeting Minutes: 02 October 2015

Minutes of the Annual Meeting of the Board of Directors
2 October 2015, 09:00 Pacific, Vancouver, Canada

Directors present: Eylul Dogruel, Andrea Horbinski, Soledad Griffin, M.J. MacRae, Cat Meier
Guests: Elliott, Michelle Dong, kiki-eng, Amy Lowell, Curtis Jefferson, Dan Lamson, Amy Shepard, Rachel Vaughn

Morning Session
1. Introductions from everyone present.
2. Logistical details about per diems, group dinner, and reimbursements for qualified expenses.
3. Strategic Planning sessions:

–    Overview of draft strategic plan

• Visual timeline of strategic plan under heading of six themes decided at 2014 retreat meeting: stronger infrastructure; stronger & more efficient Board; increased volunteer engagement, retention, and development; expand fundraising and financial capacity; grow and support existing projects; expand inclusivity
• Attempt has been made to balance workload of goals across each six-month tranche, but a lot of the work falls on VolCom and Board: that’s the nature of the beast.
• Smaller goals build towards larger goals
• Discussion of evolution of Board’s thinking on how to make operations more efficient: executive staff increasingly seems to be the only option. Board works constantly (at least 10 hours/week/person on average) and has been working flat-out over the past month (average 40 hours/week/person), but even at that pace it’s not enough: we know that we are slower than desirable and that it frequently does not benefit the organization’s operations. This amount of work is also unsustainable and too much to ask of any volunteer.
• Discussion of 36-month fundraising goal: it should probably be at least double what it is given projected expenses for employees, contractors, hardware costs. Possibility of expressing this goal as “annual operating budget plus X%” rather than in real numbers. We might also think about moving to a year-round fundraising model (a la Wikipedia) rather than the biannual campaign model we currently use.
• Discussion of the need to keep documentation created during the strategic plan implementation process updated and how to best manage that; this has been a problem historically for many committees and projects.

–    Detailed review of draft strategic plan/review of feedback on most recently published version of draft plan

• Unlike visual timeline, wiki draft is organized by theme rather than by timeframe. Each step has implementation steps based on feedback on first draft. Wiki version also does not incorporate most recent changes (~1 week ago and more recent).
• Six months: Recruitment plans: discussion of most recent feedback from VolCom (more details on specific skillsets desired, etc)
• 12 months: Discussion of chairs’ reports and how to set expectations around reporting from chairs and replies from Board. Board reads the reports and has found them very helpful, but in trying to balance reviewing the information and using it to do our jobs replying to the reports has so far fallen by the wayside. Chairs want to know if they’re doing the reports right–Board definitely prioritizes content over form for the reports and we haven’t found that any of the reports have been “wrong.” Clear need for Board to have a follow-up conversation with chairs to review how the process has been working so far, ask if they need/want anything else from us in terms of replies.
• Internal wiki pages: need to add a step for creating a procedure to regularly review & update wiki pages.
• Question about leaving the “diversity workgroup” language in the plan given that this has not been approved by Board yet: consensus is that Board agrees in principle about this concept, details need to be worked out but we don’t anticipate rejecting the eventual, revised overall proposal.
• Question about goals related to the Treasurer position: Board’s overall goal is to restructure the finances so that the workload of the Treasurer as an individual volunteer is reduced to something that is manageable and reasonable for one person. At present, the Board has decided that the goal of an “internal audit committee” no longer matches the OTW’s needs: these functions are too important to entrust to volunteers, whose work can be variable by nature, particularly since it requires a highly specialized skillset. Contractors can be required to work to a certain standard and also, because they are paid, are required to deliver work on a schedule. Instead, the Board plans to engage by the end of 2015 a CPA to review the books on a monthly basis and also to create a bookkeeping structure for the organization that meets our needs, as well as a paid tax preparer to file the organization’s taxes henceforth, in addition to another CPA who can consult on bookkeeping for tax purposes and also review the books on a quarterly basis. Presently the Treasurer will be the one doing the daily bookkeeping, but these new structures and outside contractors and creating documentation for them represent a foundational minimum for the OTW’s financial structure. This will achieve multiple redundancies in financial oversight and make the finances much more legible to everyone. Once these systems are put in place (within the next six months) the Board will continue to review and alter the structure of the Treasurer position to optimize the bookkeeping and financial structures for maximum security, efficiency, and to implement best practices from the viewpoint of tax filings and also potential auditing by the IRS, which becomes more likely as our budget and number of contractors and/or paid staff increases. As part of the 30-month goal in regards to the three-month financial reserves, we have decided to add a goal about consulting a financial investments expert in order to set up the finances to best meet the OTW’s needs (i.e. how to make the reserves financially secure but also ideally earn some interest, assuming that U.S. interest rates ever rise again).
• Question about internal tool review at 30 months: decision is to leave this goal where it is with the understanding that key tools (such as organizational email accounts) will be prioritized and accomplished first. Key tools will then structure choices of secondary tools thereafter, so that the 30-month goal is an overall review of past steps and an opportunity to check what else still needs to be done.
• Discussion of purview gaps and how to rectify them: this will be something that will need regular review so that as committees continue to work and perhaps expand their duties the Board can regularly revise relevant documentation to ensure that these purview gaps and/or conflicts are properly mediated and resolved.
• Board purview and roles documentation: Board’s statement will provide a model for committees’ purview statements.
• Discussion of liaison system: has been phased out with the exception of a few committees (Systems, Wiki, Fan Video, et al) requiring more hands-on attention. The Board has accomplished most of the implementation steps in this goal already (yay!) but we need to document some of that and review what else needs to be done. Ideally there will be enough slack in Board’s workload versus capacity to cover for emergency contingencies but also to provide mentorship and/or availability in advance of emergencies arising–not even necessarily from the Board, but from other experienced people within the organization. Summary: we’ve achieved what we wanted in phasing out the liaison system, but now we need to achieve what we want in replacing the liaison system.
• Discussion of Elections goal: ideally in the future Elections will understand the bylaws, and also will take a more active role in moderating the Q&A for candidates for clarity and respect.
• Administrative assistance for the Board: this goal will be removed under the expectation that an executive director will hire an executive assistant to support their work and the work of the organization as a whole.
• Governance structure with chair participation: Revising this goal to reflect current realities and also to remove potential legal problems with current wording (i.e. changing “governance” which is a term of art with legal implications for Board’s responsibilities to “operations”).
• Training plan for Board: potential candidates will be required to complete training track as a condition of eligibility–this is standard for many non-profit organizations and will safeguard the organization as a whole. It will also help candidates decide whether they really want to take on the responsibilities of being a director, and will help the membership better evaluate candidates because they will be guaranteed to have gone through a certain level of training.
• New governance model plan: revise this to be two separate goals, one of governance models and one of an operational model. Neither of our current systems is serving our demonstrated needs, and to the extent that either of them is working, they are not sustainable. Operations problems need to come first, and solving them will enable us to decide how to best revise the governance model to better suit the organization’s needs as necessary. As currently written the goal is actually talking about operations, which makes sense as it is the higher priority. Governance will be the focus of the next strategic plan.

LUNCH BREAK

• Ombuds dispute system: the Board is still very much in favor of this concept and will work to implement it by the end of 2016. However, we will need to find different people to implement it than originally planned, and may wind up contracting it to some sort of outside entity rather than delay it further.
• Gathering OTW-wide information: removed in the final draft due to feedback, was originally there due to feedback that more attention was needed to recruitment procedures.
• Administrative support/procedures for chairs/leads – has changed a lot. Is at 30 months out even though that may be too far out for some committees’ needs.
• Organization-wide self-assessments: this may change in the manner of implementation, but some form of self-assessment is important and valuable. Additionally, performance reviews will be important for paid staff in terms of determining compensation, etc.
• Review annual retreats: will keep as-is, but are looking for ways to arrange more opportunities for staffers to interact with key personnel, to have more meetups at cons, to send committees or delegations from committees to relevant cons–none of these are mutually exclusive.
• Expand and revise personnel outreach and recruiting strategies: question about international recruiting and how to facilitate it. One barrier: a lot of recruitment websites require a fixed location, which isn’t really relevant in our case. Making the Archive multilingual will also make this question more urgent.
• One-year roadmaps for each project: some projects already have roadmaps, many don’t. Legal’s feedback is that roadmaps that can be made public are not relevant for all committees. Solution to this goal is to expand it so that committees can adapt it to actually serve their work, for example Legal’s work is unpredictable to some extent, so as long as their “roadmap” was understood to be non-restrictive it would be fine. Clarify that a roadmap is a plan, not a promise. Also need to reiterate that “transparency” =/= full disclosure: not all information is relevant to external audiences, not all information should be released to people outside the organization for legal and practical reasons. “Roadmaps” are also a very open source concept that translate less well to other areas. But we do want to publicize the accomplishments of our other projects, which this goal can help with. Other projects such as Open Doors may be better served by talking about past accomplishments. In future being able to report the budget by projects as well as by committee will help with this, and also potentially help with donations! And being able to review and celebrate our accomplishments is important too.
• Plan for coalition building with external organizations: Legal is already doing this in a big way. Accordingly these are not appropriate goals anymore. Only currently envisioned possibility aside from what Legal is already doing is exploring collaborating with an external organization to support fan video until the Archive is able to support it. Suggestion for replacement goal: Legal develops a guide to our current collaborations and procedures for implementing future partnerships through Legal.
• Revamp workflows and purviews for transformativeworks.org website: still workable as written according to the Webs chair.
• Expand inclusivity: good as written. I&O is starting to develop inclusivity training that meets the OTW’s unique needs, but is also looking at external resources to see if any are suitable.
• Discussion of soliciting feedback on chairs mailing list: when it’s relevant, when it’s not, don’t want to create sense that chairs are obligated to seek feedback, obligated to give it, and/or obligated to follow it, but do want to share updates on work, encourage people to use other committees’ work as a model.
• Any other feedback, concerns, etc? Feedback SP has gotten over the past year has made for a much better plan: the time involved in this process was worth it, and Board is immensely grateful for the hard work of SP and also of VolCom in support of developing the plan thus far and also in advance of the work that will be required.
• Discussion of potential burdens on SP and VolCom, and also of potential COIs on Board and how to manage them in general and with respect to potential problems about directors remaining as committee staff or co-chairs: if and when we hire an executive director, this problem will become especially acute, but it already exists in potential: if directors on the Archive committees have to recuse themselves from every vote related to the Archive, or if they don’t recuse themselves from every vote on the Archive, are they fulfilling their legal responsibilities and/or being effective directors? Is this feasible going forward? At the very least, need to develop and/or review explicit policies around this potential issue.
• Inclusivity survey: question about wording of current implementation steps with respect to the survey process. I&O is not workable in its current form and will need to go away at the end of this process, one way or another. But at this point we can’t make specific predictions about who will inherit the survey process from the diversity workgroup

–    Discussion of implementation plan for strategic plan

• SP will work to publicize each six-month tranche of goals to relevant committees and offer them support to fulfill the requirements. Their role is to offer help and facilitate completion of the goals, not be the strategic plan police. Ultimately Board will be responsible for ensuring that committees complete the work for their goals, but again, the goal here is not to be punitive, but to work with committees to make sure that they get the support they need to fulfill the goals, which will ultimately strengthen the entire organization. SP has also devised a draft procedure for revising parts of the strategic plan if in their judgment a particular goal needs to be altered, but hopefully this won’t happen. SP has also made provisions for celebrating accomplishments of committees in the internal newsletter, but potentially we can work with DevMem to offer committees tangible rewards like donor premiums or discounts in the merch store, or copy the Tag Wrangling system of offering individual staffers badges for their internal wiki profiles when they complete a certain goal, or something else–this is one area where the nature of the org (digital, globally distributed) works against the easy implementation of good practices like celebrating staffers’ hard work and accomplishments. NB: this represents an expansion of SP’s purview and is not within their current ambit, but Board and SP are all in favor of this change.

–    Motion to approve Strategic Plan’s implementation plan and the concomitant expansion of the committee’s purview required to accomplish it. Motioned: MJ. Seconded: Sole. Passed unanimously by voice vote.

Meeting adjourned for the day at 16:30.

Minutes approved by the Board on 11 October 2015.