Agenda

• Decisions taken since the previous meeting
• Diversity update
• 2024 Board Roadmap
• 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
• Kari Dayton
• Kathryn Soderholm
• Michelle Schroeder
• Qiao Chu

Guests

• alessandriana
• Amara1783
• Anthony&
• Apollonie
• ArcadianMaggie
• AriadneKurosaki
• baustin
• Beatrice_Otter
• biblically accurate lotusboob
• biblio
• Bird-Nerd
• bjorn
• bluedreaming
• bookbee
• carbon
• casey_en
• Cassie
• celli
• chaosmanor
• CMDonovann
• coaldustcanary
• colls
• copacet
• Dae
• daisy
• dancingemoj
• dazyndara
• destinationtoast
• disgruntled
• e.
• egg_in_carton
• elekanahmen
• EliotWL
• Elliot
• Estirose
• Flamingsword
• Gamebird
• GemAnthony
• GottabeKD
• gretal
• Griselda Gimpel
• Helena
• herothief
• hhertzof
• hheyhalley
• InklingDancer
• jamez
• julia-sets
• Kaz
• keladry
• Kylara
• kyparissos
• ladydragona
• Lielac
• Lore.
• lou2
• Lydia
• mallpretzels
• memoriast
• mlraven (they/them)
• Morbane
• Moro
• Mort
• Mucca
• neotoma
• NurgleTWH
• Ocean_Adjacent
• PAULA ꓯꓶꓵꓯꓒ
• pitytheviolins
• potatertot
• punk
• queerty
• Rae
• rainy
• rory
• roundwoodsmonster
• Runt
• sam
• sarcasticallyinclined
• Satsuma
• Shark
• ShirouHokuto
• sky
• slumber
• Slyboots
• soundofsnow
• spacegandalf
• SpectralJo
• spencer
• Starcasting
• sveritas
• tachyon
• Tar-Roccorendil
• Tetchy Addams
• tevya
• Teyke
• Teó
• The Girl Reading This
• Thunderfox
• tread-softly
• trilies
• trobadora
• Truffula
• Whatsit
• wretch
• Xuerle
• YunShan
• ZG
• Zoe
• Nic

Open Session

Decisions taken since the previous meeting

• Approved Finance Requests
• Approved new chairs for Webs, Communications
• Approved Board Confidentiality Policy
• Approved Board Break Policy
• Granted new threshold for Finance’s expense approval

Diversity Update

• The contracted organizational culture firm finished conducting interviews in December, and will be sharing their final report with the Board very soon.

2024 Board Roadmap

Tasks in following list are expected to be accomplished by September 30, 2024.

Trust, Safety, and Accountability:

• Enable Elections Committee to pay for elections without requiring Board approval – DONE
• Board Confidentiality Policy – DONE
• Policy for Making a Formal Complaint Against a Board Member – IN PROGRESS
• Improve Board transparency – STARTED
• Improve Board responsiveness and turnaround time for communications – STARTED
• OTW Whistleblower Policy [Edit: A whistleblower policy is a policy that prevents retaliation against people who “blow the whistle” against their employer, for example, reporting fraud or financial mismanagement to the authorities.]
• Review and revise OTW policies for volunteer discipline

Soliciting Expertise:

• Procurement Policy (Outlines steps to find new consultants, contractors, tools, etc. in a fair and fiscally responsible manner) – IN PROGRESS
• Create Requests for Proposal for various consultants/contractors

Following Existing Plans:

• Stay up to date with Board’s goals in the OTW Strategic Plan
• Assist other committees to reach their goals in the OTW Strategic Plan
• Support Strategic Planning Committee through the implementation of the Strategic Plan
• Lead the review, approval, and implementation of recommendations from organizational culture survey

Board Sustainability:

• Board Break Policy (Requires Board Members to take a reasonable break from Board work every year to prevent burnout) – DONE
• Board Hiatus Policy (Outlines procedure for going on and coming off hiatus, as well as establishing limits for how many Board Members can be on hiatus at once and how long a hiatus can be) – IN PROGRESS
• Board Annual Self-Assessment and Still Willing to Serve survey

Board Assistants Team (BAT) Committee:

• Approve creation of new committee – DONE
• Approve committee chairs – DONE
• Approve first committee members – DONE
• Work with BATs to create systems to better manage Board tasks – STARTED

AOB

• no items

Open Question time

14 question in total was answered during the meeting.
Q1: Have there been any meetings or other progress regarding updating the AO3 Terms of Service since this summer? Given the timezone difficulties involved in coordinating real-time meetings, is asynchronous meeting being considered (and if it is not, why not)? When do you expect TOS revisions to be complete?
Kari Dayton: We are getting ready to begin asynchronous meetings about this; we hope to either make significant progress or complete the work by the end of this Board term. We will provide updates at our next meeting.

Q2: What internal policy changes is the Board pursuing to ensure that volunteers of color aren’t held to an unfair double standard when being corrected/disciplined?
Kathryn Soderholm: We cannot currently speak to specific policy changes, but we are committed to reforming our disciplinary procedures in line with best practices, including considerations for holding volunteers of color to an unfair double standard. We will continue to provide updates.

Q3: If the OTW doesn’t release the consultant firm’s findings to the public, either in full or in summary, what other kind of transparency and accountability mechanisms will be employed?
Anh Pham: We don’t have the report yet, so we cannot give a specific answer at this time. We know that people are eager to hear the findings and will share what we can when we can.

Q4: What’s the communication strategy for ensuring that communications to/from specific committees are being addressed and/or answered in a reasonably timely fashion?
Kathryn Soderholm: This is not something that is currently on our roadmap, but we are in the process of looking for ways to work more closely with our teams and prompt them to answer when needed. Additionally, we are working towards breaking down walls between committees as part of our transparency work across the Org, which will lead to better outcomes in this space.

Q5: Your 2024 roadmap mentions ” Requests for Proposal for various consultants/contractors”. Can you clarify what consultant or contractor specialties you are looking for? What will be the role of these consultants/contractors?
Anh Pham: There are some specialists that we are looking for that we have struggled to fill with volunteers, but we needed the process to be firmed up (thank you BATs!) before we could submit Requests for Proposals (RFP). We will share more when we have specific details to share.

Q6: As there are obviously questions that are more suited for other committees than board, are there any plans for other committees to have open meetings like this so we can publicly address concerns that the board is not able to?
Kari Dayton: We can’t speak to other committees’ willingness and availability to have public meetings – for one, we have discovered it takes quite a bit of moderation and planning to run smoothly, and we don’t want to pull too much attention away from their day-to-day work! That said, we are interested in working on better ways to ensure communications (emails and contact form requests) are taken into account and responded to, as necessary.

Q7: I see that the Board has “started” working on transparency in the update. Could you clarify what steps are involved in this process, please?
Kathryn Soderholm: For one, better Board meetings! We’re making an effort to answer more questions during these quarterly meetings. We are also sharing updates through the monthly OTW Newsletter, which you can find on the OTW website.

We have also made internal changes, such as giving a way for volunteers to request public responses to questions asked in our Volunteer Anonymous Feedback Form, answering volunteer questions in an internal public space, and having a policy for making volunteers and chairs aware when individual Board members are unavailable (e.g. when they are on vacation).

Q8:OTW has long had a dysfunctional culture that overworks and burns out volunteers. The Board has begun addressing this as regards itself. Good! What’s the progress on changing the culture for the rest of the volunteers so that they are not overworked and risk burnout?
Kari Dayton: We’re hoping partially to lead by example, but we also would like to put policies in place to help with this as well. We expect to get some advice from the organizational culture firm’s report, and we’ll look into suggesting and implementing specific policies from there.

Q9: What standards are in place for dealing with racism and hate speech within the org without being subject to the personal biases of the board and chairs?
Kathryn Soderholm: We are in the process of revising our formal disciplinary processes and procedures, and we’re also working on a volunteer complaint process that will ensure fairness for all volunteers. We also expect the organizational culture consultant to have recommendations related to this.

Q10: Are there any plans to re-evaluate Ao3’s policy on AI-generated works? The website says the policy is “under discussion internally among AO3 volunteers.”
Anh Pham: This is likely to come up in our Terms of Service revision, though given the complexities of the question and any possible answers, we can’t speak to what the results might end up being. Any changes to policy will be announced publicly.

Q11: What is the Board’s time estimate on when the results of the organizational culture firm’s report will be shared with the Board? Will it happen before the next public Board meeting?
Michelle Schroeder: We do expect to see it soon, so definitely before the next public Board meeting, which will be next quarter (so in about three months).

Q12: Some questions here can only be answered in real-time with “more information to come”. Could such questions be noted in after-meeting reports to help track issues due for follow-up? (Or is there another plan for reporting on them?)
Kari Dayton: We can look into ways to indicate fuller responses when we add the post-meeting replies, sure! On that note, Board shared the updated responses to 2 questions we answered live in November 2023 meeting in the ⁠questions-answers channel.

We are also paying attention to what people want to know so that we can do better next time!

Q13: What is the end of the Board term, for clarification?
Kathryn Soderholm: The Board Year runs from October 1 to September 30, and terms are for 3 years.

For example, this Board Year ends on September 30, 2024

(Standard terms are 3 years. Sometimes people resign and someone else is elected to finish their term, so they serve for 1 or 2 years instead of the full 3.)

Q14: Will we have more frequent meetings?
Kathryn Soderholm: These public meetings take a lot of time to prepare for, so it is very unlikely that there will be more than 4 per year for the foreseeable future.

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: Part of the OTW’s dysfunction is because committees are self-governing and if they are not doing their job, or not responsive to OTW members’ needs, there is no way to bring them in line. Are there any plans to change that?
Per the OTW Bylaws, Board has the authority to decide committees’ purview. However, the current organizational structure lacks necessary functions to enforce this. Repairing this problem and making the OTW’s structure more sustainable is definitely a major piece of the Board’s goals and plans.

In terms of some of the concrete steps we plan to take, we intend to work with the Legal committee to update the OTW bylaws and Code of Conduct, to reduce problems related to a lack of structure as well as clear up confusion related to Code of Conduct enforcement. We also want to contract with an HR firm to help us redefine the structure of the OTW, to ensure the organization complies with non-profit best practices and is something that can sustainably survive long term. We want the OTW to be something that is responsive and supports the needs of its members, users, and volunteers for a long time.

Q2: I would follow up on this: are there any plans to improve accountability between different committees? So that if a ball gets dropped, is there a procedure in place to handle accountability for it?
While we’re not completely sure we understand what you’re asking, we’ll do our best to answer it. Accountability is absolutely a Board priority and something we want to continually work to improve. We want the OTW to be accountable to its members, users, and volunteers. While it is difficult to make sweeping declarations about what would happen if a committee is not following its mandate or continually falls short of completing tasks under its outlined purview, the general answer is that the first step would be the Board stepping up to offer to help or investigate the problem.

Depending on the cause of the problem (understaffing, lack of resources, a volunteer violating policy, etc.), the next step could be one of any number of things. The Board may ask another committee or chair to step in and help the struggling committee. The Board may suggest revising a process or procedure. We can’t point you to a step by step procedure because the Board action would vary widely depending on the situation.

Q3: I would also like to see a full explanation of the board’s confidentiality policy?
The Board Confidentiality Policy, like all confidentiality policies, establishes guidelines for how to handle and protect private & confidential information. In the course of their work, Board members have access to a lot of information which should not be available to others. The Board confidentiality policy includes guidelines both for what types of things are deemed confidential, but also for how that information is to be handled and protected.

In terms of what is listed as confidential under it, it states that Confidential Information “includes but is not limited to: planning documents; business and legal negotiations; members’, users’, and volunteers’ records; personnel files; security guidelines; and any other matters related to discipline [that are] issued by or conducted by Board members.”

Q4: Could you briefly re-explain exactly what the Board’s role is in the OTW, especially as related to other committees?
The OTW Board of Directors is responsible for leading the organization—defining big-picture goals and strategy. It is also responsible for supporting and overseeing all committees’ work and ensuring that the entire OTW works towards the same objectives. In practice, this means that the Board works hard to listen to its committees and volunteers and be responsive to their concerns, questions, and suggestions. The OTW Board’s work is largely based around supporting cross-committee goals and bringing committees together to accomplish tasks.

Additionally, the Board does have oversight powers over OTW committees, which we’ve explained a little more in response to the next question.

You can learn a little more about what the Board does by checking out the What the Board does page on Elections website.

Q5: If the board doesn’t have oversight over the other committees, who does? Are they just self-governing?
Board has oversight over committees, we just work hard not to micromanage the day to day running of committees. Additionally, the OTW as an organization is decentralized to limit the possibility of Board takeover as Board overreach has been a problem historically. This has led to a culture where each committee is largely self-governing.

Board’s oversight is focused on org-wide decisions or things that have a wide organizational impact. Per the OTW bylaws, the Board has authority to appoint or remove committee chairs or to redefine a committee’s scope. Each committee has specific areas and tasks that belong under their specific purview over which they have authority and control. Committees and their chairs are also in charge of overseeing the actions of specific volunteers and things related to volunteer management and discipline. The short answer is that committees have a lot of internal authority and self-governance within their committees but that Board has authority over the committee at large as well as its chairs.

To read more, check out the OTW bylaws.

Q6: Will RFPs be posted publicly? Where will you advertise for those opportunities?
Yes, all competitive Request for Proposals (RFPs) will be posted publicly on the OTW website, and in other relevant industry channels on a project-by-project basis. The Board will also soon be receiving procurement training so we will have an understanding of what best practices look like in this space.

RFPs represent a new challenge to the OTW as prior to developing our plans for HR outsourcing, the OTW has rarely ever written RFPs. We are excited for this opportunity that will help support the OTW’s long term sustainability and success.

Post-meeting Q&A: Other business

Q1: How’s progress going with the 20203-2026 StratPlan? Mostly curious about the Paid Staff Transition officer.
We reached out to our Strategic Planning committee for a more complete response to this, and this is what they had to say:

The Strategic Plan has made good progress on our Diversifying Spaces and Paid Staff goals; we created and shared a guiding document for more inclusive recruiting practices as well as welcomed our organizational and cultural audit firm, who has begun sharing their findings and suggestions with the board. For the Paid Staff goal, we have selected a Paid Staff Transition Lead who has begun preliminary research on options for the OTW. We have also continued to work on Internal Sustainability and Cybersecurity behind the scenes.

The meeting was adjourned at 03:02 UTC.

Minutes approved by the Board on 2024 02 26.