Board Meeting Minutes: 1-3 November, 2013

ORGANIZATION FOR TRANSFORMATIVE WORKS
BOARD OF DIRECTORS

MINUTES OF THE REGULAR MEETING
November 1-3, 2013
Berkeley, California, USA

PRESENT: Franzeska Dickson, Eylul Dogruel, Ira Gladkova, Andrea Horbinski, Cat Meier, Kristen Murphy, Nikisha Sanders

This was a series of in-person meetings held on the campus of the University of California, Berkeley. Since all participants were physically present, times are given in local (Pacific) time rather than UTC.

1. Bylaws Review: November 1, 2:15-4:10 p.m. PDT

The Board read and discussed each section of the OTW bylaws. We identified points that seem confusing or that may not be a good fit for the organization as it has evolved over time, and will seek advice on these points from the Legal committee.

We discussed the stipulation in Article I that “No substantial part of the activities of the Corporation shall involve attempting to influence legislation.” This is part of the requirements for an organization to be classified as a 501(c)(3), and means that only a small proportion of our overall resources can be devoted to lobbying-type activities. This requirement does not pose a difficulty since activities such as Archive coding, fanwork preservation, and journal production presently constitute the vast majority of the OTW’s projects.

Regarding Article III, “Membership and Dues,” we discussed the OTW’s current membership dues of US$10. Dues were originally set at $10 in order to strike a balance between affordability for members and financial feasibility for the OTW. We discussed whether this amount is accessible to people from countries where the typical income is lower than in the United States. The idea of a sliding scale for membership fees was discussed. We also discussed the desirability of offering alternative payment processors, and the idea of creating a “tip jar” for smaller, non-membership donations.

We determined that Article IV needs to be reviewed in depth and possibly revised to better fit the organization’s actual circumstances.

Regarding Article VI, “Officers,” we discussed the roles of president and chairperson of the Board. The bylaws provide the option for these roles to be separate; however, they have been synonymous in practice throughout the history of the OTW. We discussed whether the bylaws should be amended to reflect the way these roles have been carried out, and decided that such an amendment is unnecessary at present.

2. Documentation Project: November 1, 4:30-5:10 p.m. PDT

Discussion of Phase 2 of the Board Documentation Project. We reviewed the list of documents to be developed in Phase 2 and their proposed prioritization. We were all satisfied with the proposed prioritization.

We also reviewed the status of the Phase 1 documents, some of which are currently in various stages of staff review and some of which are still in the pre-review drafting and discussion stage.

We discussed the draft procedure for agenda management and issue tracking. The draft proposes that Basecamp to-do lists be used to track Board agenda items; however, after some experimentation we no longer feel that this will meet our needs. We discussed the possibility of using RT (Request Tracker, an open-source ticketing program used by the Systems committee) instead of to-do lists. Eylul will make inquiries about this with Systems.

3. Elections: November 2, 9:40-10:55 a.m. PDT

Since no candidates have come forward for this year’s Board election, we discussed possible candidates for appointment and the timeline for appointing, announcing, and transitioning them in. Eylul will draft an announcement post about this.

We discussed eligibility requirements for future elections. Would it be advisable to have some Board members who have not served in the OTW before (for example, people who have experience with other nonprofits)? We discussed this idea and felt that though it might have some benefits, at the present time it would be very difficult for an outsider to come in and serve effectively because the OTW is so different from other nonprofits. Inviting such people to serve on an advisory board might be a more appropriate way to involve them in the OTW and benefit from their expertise.

We discussed barriers that might discourage staffers from running for the Board. Understaffing of committees is a barrier because staffers worry that their committees can’t afford to lose them to Board service. There are also psychological barriers, such as impostor syndrome. Some staffers have expressed the misconception that experience as a chair is required, or that they have to be specifically tapped to run for the Board. We discussed ideas for addressing these issues, including making an effort to have more one-on-one conversations with staff; writing “day-in-the-life” posts to familiarize staff with the Board’s work; utilizing the Ada Initiative’s impostor syndrome training; and making a point of encouraging people with strong opinions about Board-level issues to run for the Board.

Eylul, in her capacity as Elections Officer, talked about election procedures and infrastructure. She recommends reinstating Elections as a year-round workgroup or committee, because it is too difficult to dissolve and reform the group of people working on elections each year. A dedicated, continuous team is needed. Eylul plans to work on recruitment for this soon. We also discussed the possibility of appointing a staff member rather than a director to serve as Elections Officer, for conflict of interest and workload reasons.

We discussed alternative technical solutions, such as a third-party service or open-source software specifically designed for elections.

In a brief digression, we discussed processes for chair recruitment. Should candidates for chairships have to apply, as staffers do? Should applications for chairships be open to people who haven’t previously served as staff? What works for one committee may not necessarily work for another; we should talk to committees about what kinds of succession structures they already have in place. To an extent, chair recruitment suffers from the same psychological barriers as Board recruitment: people may feel like they have to wait to be tapped for chairship instead of putting themselves forward as candidates.

We discussed a suggestion that we put out an early call (in June?) for people who might be interested in running for Board and have them do some type of shadowing to learn more about the Board’s work before formally declaring candidacy.

4. Hiring Roadmap: November 2, 11:10-11:50 a.m. PDT

We discussed the long-term goal of hiring paid staff. This is most likely several years away. We identified several things the organization would need to do in order to lay the groundwork for eventual hiring, including:

  • Develop the capability to effectively supervise paid employees.
  • Research the legal and tax issues involved in hiring and being an employer.
  • Develop the capability to process payroll and associated taxes.
  • Develop our financial resources so that we can afford to pay a living wage. This will involve planning a budget in advance so that we can set appropriate fundraising goals, perhaps over a period of several years.

We discussed ideas about what positions should be prioritized for hiring. Initial hires might include an accountant, a director of technical operations, and a director of administrative operations; these might be followed at a later stage by an executive director. In the short term, we should consider making use of contractors and consultants.

There was a side discussion about committees’ reluctance to spend money. (This topic was later revisited in session 7, below.)

5. Emerita and Advisory Boards: November 2, 12:30-1:00 p.m. PDT

This session focused on the idea of creating emerita and advisory boards, which has been discussed off and on for several years. We talked about the history of the idea and reviewed some related documents drafted in 2012.

We discussed the purposes of an emerita board. This would be an opt-in, low-traffic e-mail list of former OTW Board members, and would be used as a resource for the current Board to request advice and historical insight, as well as a way of encouraging emerita board members to continue to support the organization (for example, by blogging about fund drives). Emerita board members would not keep their Board e-mail aliases.

We then discussed the purposes of an advisory board. This would be a group of people who are OTW allies and have relevant expertise or experience, but who are not former Board members or OTW personnel. Andrea, who is a member of the Ada Initiative’s advisory board, described the general types of activity TAI advisors participate in. We then discussed ways the OTW might use an advisory board. Ideas included consulting them for advice, fundraising support, and networking; another idea was to invite them to conference calls or other events where they could interact with staff and volunteers. The advisory board should include people with expertise in the various realms in which the OTW is active (technology, legal advocacy, free/open culture, etc.). There was a suggestion that we include people who frequently speak at conventions and conferences, as a way of helping them become knowledgable about the OTW so they can speak about it. We discussed the importance of recruiting a diverse group of advisory board members, including members from outside the United States, while avoiding tokenism.

We concluded that members of the advisory board will not need accounts on Basecamp or Campfire, as such access would be unnecessary to their work and might make it seem like more of a commitment than it really is. The majority of interaction with them would most likely take place via e-mail, and we can always invite them into Campfire as guests when needed.

We felt that a five-year term for advisory board members (as proposed in one of the 2012 documents) is too great a commitment to ask for, and that the default term should be substantially shorter.

The ideas discussed in this session will be pursued further as part of Phase 2 of the Board Documentation Project.

6. Documentation Project: November 3, 9:30-10:45 a.m. PST

We discussed, edited, and voted on several draft documents from Phase 1 of the Board Documentation Project, as follows:

  • Secretary position description — We voted to send this on to Volunteers & Recruiting and Legal for the first stage of review.
  • Guidelines for diversity/representation in org projects and documents — We discussed and made some edits to the draft, and then voted to send it on to Volunteers & Recruiting and Legal for the first stage of review.
  • Policy: Board-Personnel Communication and Interaction — We discussed and made some edits to the draft, especially to the section about confidentiality and Code of Conduct complaints. We then voted to send it on to Volunteers & Recruiting and Legal for the first stage of review.
  • Position Description: Director — This document has already been reviewed by Volunteers & Recruiting, Legal, and chairs. We discussed the comments they submitted. Ira will make further edits per the discussion.
  • Position Description: President of the Board — This document has already been sent for review by Volunteers & Recruiting and Legal. We discussed comments submitted by Legal. Ira will follow up with Volunteers & Recruiting to see whether they have any comments, and will then send the document out for review by chairs.

7. Fundraising and Finance Overview: November 3, 11:00 a.m.-12:30 p.m. PST

Kristen presented an overview of the OTW’s existing fundraising activities, activities planned for the near future, and activities we might consider in the long term. She also presented a SWOT (strengths, weaknesses, opportunities, and threats) analysis of our current fundraising infrastructure and practices.

sanders presented an overview of the OTW’s year-to-date expenses and anticipated expenses for 2014.

We then discussed committees’ reluctance to spend money. Although the OTW is in a very good financial position, Board members have frequently observed that some committees and staff are extremely reluctant to propose anything that involves spending money. Although it’s important to be responsible with our resources, we do not want staff to feel that they can’t draw on those resources to advance their committees’ work. We theorized about factors that might contribute to this reluctance, including attitudes toward money in fannish culture, lack of awareness of normal nonprofit practices, and undervaluing of one’s own volunteer time and effort. Many of our staff are overworked, and it would be worth spending some of our financial resources to better conserve our human resources.

8. Code of Conduct and Constructive Corrective Action Procedure: November 3, 1:30-2:30 p.m. PST

We discussed a confidential personnel issue.

We also discussed the limitations of the Code of Conduct and Constructive Corrective Action Procedure. The procedure as currently written provides for dismissal only after someone has committed the same type of misconduct on several different occasions (or in certain special circumstances such as violation of confidentiality policies). We discussed how to address situations in which a staffer or volunteer has committed misconduct and is creating a hostile environment for fellow personnel but has not yet met the criteria to trigger corrective action.

The meeting was adjourned on November 3 at 2:30 p.m. PST.

Minutes approved by the Board on 6 December 2013.

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