Agenda
- Decisions taken since the previous meeting
- Welcome new Board members
- Board officer announcements
- Diversity update
- Any other business (AOB)
- Open question time
Transcript
The meeting can be read in full on the official OTW Board Discord server. In order to access it, you’ll need to join our Discord server.
Present
- Anh Pham
- Jennifer Haynes
- Kari Dayton
- Kathryn Soderholm
- Michelle Schroeder
- Qiao Chu
- Zixin Zhang
Guests
- ₵ØⱤ₳Ⱡ
- Alyndra
- ArcadianMaggie
- Ari
- Arvion
- autobotscoutriella
- baustin
- BeastCallisto
- bjorn
- bluedreaming
- bookbee
- Bride
- C. Ryan Smith
- cactusboyband
- carbon
- casey_en
- Cassie
- cathexys
- chaosmanor
- cirelle
- CMDonovann
- connect_the_stars
- copacet
- dazyndara
- dreamblooms
- e.
- EchoEkhi
- eclipsemidnight
- Egg
- elekanahmen
- Ellipsis
- Es-nasir
- FBV
- feedingonwind
- Flamingsword
- flying_grayson
- Fósforo
- Frost The Fox
- Gamebird
- Gayonetta
- Griselda Gimpel
- herothief
- hheyhalley
- Hot Villian in Your Area
- Irina
- jackie | leftsidedown
- jamez
- jeiroh
- Juhos
- keladry
- KolbyG
- kyparissos
- ladydragona
- Ladylark
- Lielac
- Lio
- Lucent
- Lydia
- magma
- MDFification
- Medilia
- memoriast
- misbegotten
- missizzy
- mlraven (they/them)
- mollymolly
- Morbane
- Moro
- Mort
- Mousse-Douce
- Mucca
- neotoma
- OakSLbb
- pitytheviolins
- punk
- putytheviolins
- queerty
- Rae
- Rain Shadow (Wrangler)
- Ray_of_Sunshine
- Roz
- runawaymarbles
- Runt
- salt
- sarcasticallyinclined
- Shark
- ShirouHokuto
- SilverWolf
- slumber
- Slyboots
- soundofsnow
- spencer
- stellarcadia
- sveritas
- Szabo Dorottya
- tachyon
- Talsong
- tehfanglyfish
- Teyke
- Trix
- trobadora
- Truffula
- WS
- xeno
- YunShan
- ZG
- Zoë
Open Session
Decisions taken since the previous meeting
- Approved Finance requests
- Approved new chairs for Fanlore, Support, and Strategic Planning
- Granted preliminary approval for complaint management system
- Created Twitter report for impersonation account
- Approved new committee formation – Board Assistants Team
- Approved new chairs for Board Assistants Team
- Signed onto a letter opposing the Stop CSAM Act introduced in the US Senate
Welcome new Board members
- Anh Pham, Kathryn Soderholm and Qiao Chu were elected as Directors with full 3 year term.
- Jennifer Haynes and Zixin Zhang were elected to finish out 2 year term of resigning Directors.
Board officer announcements
- This year’s president is Anh Pham, secretary is Zixin Zhang.
Diversity update
- A contract was signed with a consulting firm, who will be working on an organizational culture audit. The consulting firm has already completed an initial survey and begun interviewing volunteers. DEI subject matter experts will be involved and consulted throughout the process.
AOB
- no items
Open Question time
10 question in total was answered during the meeting.
Q1: What progress has been made on a confidentiality policy for Board and the emergency procedures promised to volunteers back in June? Is there a timeline for when we can expect these to be implemented?
Kari Dayton: The confidentiality policy is actively being worked on and we hope to have this completed by the end of this year (December 2023). The confidentiality policy will apply to Board members and to the Board Assistants Team.
Anh Pham: For the emergency procedures, they will take a little longer as it involves many committees. We are currently pulling together drafts; however, substantial rewriting may be required depending on the results of the organizational culture survey. We also hope that our consultants will be able to share insights that will improve the final product. We hope to have a final document by the end of June 2024.
Q2: It’s been years since Finance discussed investing OTW’s money to avoid being solely dependent on donors. Are there any updates on this initiative and why it has stalled, and given the delays, is there anything the Board can do to remove possible blockers the committee appears to be facing?
Kathryn Soderholm: We will need to connect with the Finance Committee in order to fully answer this question. However, a brief version, in our understanding, is that they were initially looking for a volunteer to provide investment advice, but the search was unsuccessful. They transitioned to searching for a consultant, but this is a more complicated process and has also been unsuccessful thus far. We are very open to assisting the Finance Committee in this project in whatever capacity we can.
Q3: Under “Internal Management & Administration”, “6450 Operating Expenses:Subscription Services:Website Domains” has increased from $2,210.06 to $14,710.06 in the budget this year. This is quite a significant increase, could the board offer an explanation? (Yes I have asked Finance, they still haven’t replied even after two weeks)
Kari Dayton: We will need to connect with our Systems committee to give a definitive answer. There have been some changes recently that may have contributed to this increase. We will provide more information in the near future.
Anh Pham: I also want to add that you can contact System directly with your inquiries too!
Q4: Has the board been looking into hiring a volunteer to look into hiring paid staff? Is there a timeline for hiring paid staff?
Kathryn Soderholm: We do have a timeline for Paid Staff Transition in our Strategic Planning 2023-2026.
The Volunteers & Recruiting Committee has been working on finding an external HR firm for the organization for several months. There are two main goals behind for the OTW behind this initiative:
- To help the OTW create a better environment for its volunteers by reviewing our current org-wide policies and procedures and creating new ones when needed;
- To help the OTW transition from a fully volunteer-based organization to hiring our first employee.
The committee has interviewed several firms, but the size and global scope of the OTW’s volunteer and user bases make it a complicated project. They are still meeting with candidate firms and exploring potential alternatives.
Q5: The OTWs Constructive Corrective Action Procedure (CCAP) does not appear to be operating at industry standard for non-profits. What are the board’s plans to ensure a more effective CCAP, and to ensure the chairs are trained in its use?
Zixin Zhang: Evaluation and improvement of the CCAP procedure is on our roadmap for this year. We hope to provide more updates soon. We are also hoping that our organizational culture consultant can provide best practices for us to align to.
Q6: Has there been more progress made on the ToS Review in the last 6 months? According to the internal wiki, the last (tenth) meeting was held in May 2023.
Kathryn Soderholm: The TOS review is also on our roadmap for this year. We are exploring options to make the relevant internal meetings easier for stakeholders to contribute to so that we can complete the process more quickly and effectively while still receiving all relevant input.
Q7: Is the Board exploring options to ensure that its Bylaws and other policy documents follow nonprofit best practices? I recall over the summer, for example, that there is no written policy regarding how to remove committee chairs.
Kari Dayton: This is also on our roadmap! Similar to the previous questions, we are working with our organizational culture consultant as well as looking at improving practices across the board.
Additionally, the Volunteers & Recruiting Committee recently proposed a subcommittee to handle complaints and conflicts within the OTW. We hope that with the focused work of the subcommittee, we will be able to establish better policies that will follow nonprofit best practices.
Q8: What firm has the OTW contracted with for its DEI work and how many consultants will be working with you and for how long?
Zixin Zhang: We do not intend to share information about our consultant firm, to protect them from possible harassment.
We can’t say how many people are involved on their end, but the cost is reflected in our budget post; we expect to pay 96,000 USD for their services.
The exact timeline is somewhat in flux, but we expect a preliminary report by the end of January 2024 and we will give updates at the next public meeting.
Q9: The complaint management system mentioned earlier: for volunteers or external? What safeguards are in place to protect volunteers from retaliation?
Kathryn Soderholm: The complaint management system mentioned earlier is for volunteers. We are actively working on a whistleblower policy that is on our roadmap for release within the next year. We also currently have avenues for volunteers to ask questions of Board anonymously.
Q10: Regarding harassment policy, are there any plans to retool the policy to better protect fans of color from targeted harassment through things like gift fic tags, comment harassment, etc?
Zixin Zhang: The TOS update will help with updating AO3’s harassment policy and better protection of fans of color! We will be working with relevant committees (e.g. Policy & Abuse and Legal) on this.
Asynchronous Session
Questions that didn’t receive a live response during the meeting will be answered two weeks after the meeting.
Post-meeting Q&A: Board Work
Q1: Who will see the organizational culture consultants’ preliminary findings? Who will see their final report? Will any part(s) be made public?
Preliminary findings will be kept internal. Some parts may eventually be publicly released, but we really can’t say anything concrete at this stage. If an opportunity arises for us to publicly share information about the process and its findings, we will do so.
Q2: Considering the confidential and sometimes litigious nature of the information assisting Board may involve, will there be an internal record of the assistants’ wallet names and IDs like for Board directors?
Members of the Board Assistants Team are not acting as officers of the Board (i.e. they do not have the ability to vote on Org-wide decisions) and therefore do not need to serve under wallet names. They will sign and be bound by a confidentiality policy similar to the Board’s.
Q3: Follow up to the previous question re bylaws: Currently, most members of the Legal committee specialize in intellectual property. However, OTW bylaw review and revision is a task that requires Delaware corporate law expertise. Have Board and Legal talked about retaining external counsel with this type of expertise in bylaw review and revision?
We have discussed this with Legal. While they do not have someone with this particular expertise on the committee, they are already working with an outside consultant and firm who do have expertise in bylaw review and revision. The consultant and firm are willing to work with the OTW pro bono.
Q4: How are you all feeling now that you’ve all hit the ground running on board?
New Board members have found that there’s a lot of work to do, but we’ve found our rhythm! We are looking forward to improving things around the OTW.
Post-meeting Q&A: Other business
Q1: Will there be no Finance meeting this year? (They used to happen in October)
There are no plans for a public Finance meeting in 2023, due to volunteers’ real life obligations. Going forward, there will be a public meeting in October after the budget update is posted to chat with the Finance Committee. In the meantime, feel free to reach the Finance committee using the contact form.
Q2: Are there plans to expand the number of social media sites that the Share feature will work with?
We reached out to the Accessibility, Design, & Technology Committee, which is the committee that would be responsible for working on this request. They responded that they do not currently have plans to expand the number of social media sites that the Share feature will work with. However, if there is a particular social media site you would like to see included, please contact Support with the suggestion and it will be taken into account.
Q3: Does the board have insight on hosting AI generated art on the platform (story banners, artist commissions, etc) and any repercussions it may have on the site long term from a legal perspective based on current litigation?
Aside from user icons, users cannot host images on the Archive. Images appearing in works on the AO3 are hosted elsewhere and embedded into the work. You can read more about this in the Posting and Editing FAQ. As to the limited image hosting that AO3 does, there is no legal difference between hosting images created with AI assistance and hosting images created in other ways (such as drawings, photos, or screenshots). Our Legal Committee is always on the lookout for changes in relevant laws.
Q4: What is the status on improving the process for people to use the Ao3 code to create their own personal archives outside of Ao3?
We reached out to the Accessibility, Design, & Technology Committee (AD&T) for an answer. Per AD&T, releasing the AO3 code as a package is still on the roadmap, but not actively being worked on. However, if someone wants to use the otw-archive software in its current state, SquidgeWorld has generously provided setup notes that are recommended in the README file on GitHub.
The archivists of SquidgeWorld and Ad Astra (https://www.adastrafanfic.com/) are writing an easy-to-follow guide on how to set up and deploy the otw-archive. It’s still a work in progress right now, but Board is happy to help connect Squidgie and SLWalker with the AD&T committee to make the guide – when it’s completed – more accessible for people who are interested in creating their own personal archives outside of AO3.
Q5: Can we get an update on the search for a Paid Staff Transition Officer?
While the Paid Staff Transition Officer (PSTO) was expected to be necessary and is listed in the Strategic Plan, the Volunteers & Recruiting Committee is currently moving ahead on the project without that role. If they decide that a formal PSTO is necessary, we will make sure the position is filled.
Q6: Regarding the resignation of Heather McGuire on 21st of May 2023: In every past instance of a director resignation announcement, “personal reasons” was always quoted as a primary reason. Is there any particular reason why the Board did not attribute this resignation to “personal reasons”, unlike every precedence?
As a policy, we do not answer questions about specific volunteers. Heather wrote her own resignation announcement, and therefore we cannot speak to the wording she chose to use. However, we can confirm that she was not asked to resign for professional or ethical reasons. Please respect Heather’s privacy and allow her to keep her reasons for resigning private, as she is no longer a Board member.
Q7: It’s been years since Finance discussed investing OTW’s money to avoid being solely dependent on donors. Are there any updates on this initiative and why it has stalled, and given the delays, is there anything the Board can do to remove possible blockers the committee appears to be facing?
We have an updated response from Finance. They have had a few volunteers who were meant to assist with the investment project, but unfortunately, each has had to step down due to real life commitments. Therefore, they plan to use investment consultant services instead, and will be prioritizing the setup of an investment portfolio and everything it entails (investment policy and procedures, assigning volunteer responsibilities to oversee the portfolio, etc.) in 2024.
An endowment fund is not part of our current Strategic Plan, but is a long-term goal. This is because it requires creating a separate legal organization to administer the funds and will increase the administrative burden on volunteers.
Q8: Under “Internal Management & Administration”, “6450 Operating Expenses:Subscription Services:Website Domains” has increased from $2,210.06 to $14,710.06 in the budget this year. This is quite a significant increase, could the board offer an explanation?
We checked with Systems and confirmed that this was caused by a one-time expense: the purchase of the otw.org domain for 12,500 USD. This expense was overseen and approved by the previous board in order to prevent impersonation. (We own ao3.org for a similar reason.)
The meeting was adjourned at 02:18 UTC.
Minutes approved by the Board on 2024 02 27.