Board Meeting Minutes: 03 October 2015

Minutes of the Annual Meeting of the Board of Directors

3 October 2015, 09:00 Pacific, Vancouver, Canada
Directors present: Andrea Horbinski, Eylul Dogruel, Soledad Griffin, M.J. MacRae, Cat Meier, Jessica Steiner

Guests: Elliott, Michelle Dong, kiki-eng, Amy Lowell, Curtis Jefferson, Dan Lamson, Amy Shepard, Rachel Vaughn, Rebecca Tushnet

  1. Review of and further tweaking of changes to the draft strategic plan secondary to yesterday’s edits. Added a “security overhaul” goal to the fundraising section at 24 months in response to Board’s updates on finances situation, added Board input to several Elections goals, removed “administrative support for the Board” at 12 months. Added a “new operations model” goal at 36 months under the Board category. Changed fundraising goal to “Annual operating budget + 10%” to reflect the fact that our budget may greatly expand over the course of the strategic plan and ensure that we do not commit ourselves to an inappropriate number. Added sentences about roadmaps at 12 and 24 months to give committees leeway in making the roadmaps useful to the committees’ work. Coalitions goal at 36 months has been deleted, 12 months goal revised to reflect changes from yesterday. Made sure that provisions for regular review & revision of policies, procedures, and documentations created under the strategic plan are included in each applicable goal. Last major changes are the inclusivity goals, which now reflect input from I&O staff yesterday.
  2. Motion to approve the draft strategic plan as presented. Motioned: Andrea. Seconded: MJ. Unanimously passed by voice vote.
  3. Discussion of when to start the implementation of the plan. Consensus is January 2016. Discussion of committees that may need more support in terms of implementing the plan. Discussion of how to handle Board’s responsibility to support committees: most likely designating one or two directors as point people on a rolling basis. Will document procedures on the wiki so that they are clearly available to everyone.
  4. Discussion of the next strategic plan: this one had a very clear mandate from the Board (internal-facing plan dealing with internal issues focused on solidifying processes and infrastructure). Themes for next plan include governance, expansion/growth, re-examination of OTW’s current state in light of its original core mission statement and how to best serve the mission for the future (we can’t be everything to everyone, but can we be more things to more people?), increased visibility for the organization, long-term sustainability (what do we need to do to keep OTW and its projects around and relevant for 10, 20, 30 years?). Information-gathering this time around definitely needs to incorporate research into peer organizations to gather ideas and best practices that OTW could implement to improve itself. We think that three years continues to be a reasonable length of the strategic plan for the OTW given the pace of the internet and other factors. In three years the OTW will be eleven years old!
  5. Motion of thanks to the members of the Strategic Planning committee, past and present, for all of their hard work on the strategic plan over the years. Motioned: Andrea. Seconded: MJ. Passed unanimously by voice vote.
  6. Preliminary discussions about moving to organizational tools offering increased control over access, increased stability, and increased security. We are increasingly conscious that we need to implement some kind of organizational security review in order that we may implement best practices to keep the organization’s accounts and individual personnel secure from potential risks. One point to make is that when the OTW first began we were very concerned about the potential problem of corporate malfeasance with respect to our tools and services; a threat model that seems increasingly relevant is that of hackers, thieves, and/or hate campaigns and potential doxxing as well as malicious subpoena threats. As part of this process, we are cognizant of the need to educate OTW personnel about privilege, confidentiality, and the risk management perspective behind our policies. The Board has repeatedly encountered concerns about these issues recently, and we know that these concerns would be mitigated if this knowledge were more widely disseminated. We will begin seeking out an information security expert who can review our current tools and practices and make recommendations for tools, policies, and procedures to adopt in order to best serve the OTW’s needs.
  8. Discussion of questions about aftermath of Treasurer transition. One thing that is clear is that, through no fault of anyone, there is a deficit of knowledge amongst OTW personnel about such things as privilege, confidentiality, and the professional expectations of confidentiality under which the Board is legally bound to operate as part of its duty to the organization. Another thing that is clear is that there has been limited recognition of the fact that Board’s job is the governance and management of the organization overall, and that its duties entail making decisions that may be unpopular or not understood by the OTW personnel or membership. Continuing to fulfill Board’s responsibilities under the strategic plan, including documenting position descriptions, procedures, and responsibilities, will help to make the work we do clearer, as will implementing candidate training so that candidates are clear about what the work of the Board entails. Review of questions about bylaws: provisions dealing with officers are original to the bylaws, and the provision that was added this year about removal of directors is a standard clause that was added to correct an important oversight: it makes the members of the Board responsible to each other in a way that we were not before and allows us to police ourselves so as to keep the organization healthy.
  9. Strategic Planning, Development & Membership, and Internationalization & Outreach representatives left the meeting. Rebecca Tushnet joined the meeting by Skype. Discussion of need to create documentation for ex officio positions, and also about how to handle potential conflicts of interest for directors remaining in staff positions: the bylaws explicitly provide for directors being paid staff of the organization, so barring them outright from being volunteers would potentially be very unfair. Discussion of CCAP provisions as relates to the previous topics. The draft Treasurer position description that was circulated earlier this year directly contravenes the bylaws and is a dead letter; Board will wholly rewrite the position description as required in the strategic plan after the position has been restructured as discussed earlier in this meeting. Rebecca Tushnet left the meeting. A very positive consequence of Board’s decision to amend the bylaws to provide for Board removal of directors is that directors can now be subject to the CCAP process, although we may need to slightly amend CCAP as it is currently written from the perspective of a committee chair and/or to explicitly provide for ex officio positions.
  10. Discussion of how best to support the Archive going forward, including making it the focus of the 2016 annual meeting and inviting the Archive committees.

Meeting adjourned for the day at 17:30.
Minutes approved by the Board on 11 October 2015.

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