2007-08-07/log
From FreeCulture.org Wiki
skyfaller: 15 minutes until the bylaws meeting, folks
skyfaller: .... doesn't look like the channel is overflowing with people, but that's ok
skyfaller: ... meeting time, folks
skyfaller: anybody here for the bylaws meeting?
skyfaller: now don't everybody talk at once ;-)
skyfaller: Well, Gavin said he'd be late getting home from work
skyfaller: so we'll wait until he gets here to get started
skyfaller: sorry for the delay if you've been waiting!
skyfaller: agenda is here : http://wiki.freeculture.org/2007-08-07
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gavinbaker: holla
gavinbaker: this meeting looks the haps, y0
peabo: I just got here a minute ago
peabo: been logging since a couplke hours ago)
skyfaller: hooray! 3 people is better than none
skyfaller: agenda is at http://wiki.freeculture.org/2007-08-07, as I mentioned
skyfaller: without the comma
gavinbaker: happy fun meeting time
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gavinbaker: yo Fear_of_C
Fear_of_C: hey gavinbaker
Fear_of_C: what's up?
gavinbaker: meeting ftw
gavinbaker: so: http://wiki.freeculture.org/Bylaws#Section_1.3._Board_Duties_and_Powers
Fear_of_C: ok
gavinbaker: hey skyfaller
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skyfaller: let's roll
skyfaller: http://wiki.freeculture.org/2007-08-07 is the agenda, for those arriving late
mllerustad drives off into the sunset
skyfaller: we are currently looking at http://wiki.freeculture.org/Bylaws#Section_1.3._Board_Duties_and_Powers
gavinbaker: so first line
gavinbaker: "The board of directors meets at regular intervals, no more frequently than twice a week, and no less frequently than once a semester. At his/her discretion, the chair may call special meetings."
gavinbaker: is the point that they meet "at regular intervals", or that they meet frequently?
gavinbaker: can it be frequently but at irregular intervals? i don't see the harm
skyfaller: well, it might be good for it to be predictable how often they meet
skyfaller: but I can't see how we would enforce that
Fear_of_C: also, we don't want procrastination to seep in
skyfaller:Fear_of_C: very true
gavinbaker: yeah, but you wanna leave flexibility
Fear_of_C: probably, we need a little of both
skyfaller: but a one week hiatus can easily be a month-long hiatus, which can devolve into a forever hiatus
gavinbaker: oh hey, "his/her" -- another victory over the singular they
skyfaller: that's just disgusting, I'm sorry
skyfaller: but we'll sort out gender-neutral pronouns in OpenArena some other time
peabo: I hve a minor nit with "no more frequently that twice a week" ... suppose a meeting beaks off without disposing of all business, and people want to resume the next day ... is that considered one meeting for the purpose of this clause?
skyfaller: let the record show that "they" uses fewer characters than "his/her"
Fear_of_C: is there anything bad about people too often if the entire board agrees?
Fear_of_C: I could see why it would be a problem if meetings were called too often for some to attend
Fear_of_C: but otherwise, is there anything bad that happens if the board meets to frequently, and do we actually expect this to ever become an issue?
peabo: thete is no reason to use his/her or they in that sentence anyway, just says "The chair may call special meetings."
gavinbaker: the reason to avoid too-frequent meetings is mission creep
gavinbaker: and overloading the board
gavinbaker: but for the spillover case, seems like that's covered under the ability to call a special meeting
gavinbaker: i don't think i have any real problem with this section, except maybe to suggest we move the frequency up to monthly
mllerustad: gavinbaker: i.e. that they *can't* meet more frequently than monthly?
skyfaller: I wanted to leave some flexibility, in case of crisis
K`Tetch: why not just 'frequently, but with x amount of notice
skyfaller: but anything more frequent than twice a week is insane, and too much of a time suck for people who aren't getting paid
skyfaller: and who shouldn't be making daily decisions anyway
mllerustad: Agreed there.
skyfaller: twice a week is really insane
Fear_of_C: I would think that they shouldn't meet less frequently than monthly, if that's what gavinbaker meant
gavinbaker:Fear_of_C: that's what i meant
skyfaller: but I'd be willing to allow twice a week in special circumstances
gavinbaker: of course given the "special meetings" exception
gavinbaker: but as a rule it shouldn't be more often than monthly
mllerustad:skyfaller: Then it isn't *regularly* twice a week, you just have frequent chair-called meetings.
peabo: once per month face to face meetings may discourage some people from running for the board
mllerustad: peabo: Oh, this isn't face-to-face.
skyfaller: peabo: they aren't face-to-face, that would be impossible
mllerustad: It'd be IRC or conference call, most likely.
gavinbaker: these are just "official meetings", i.e. synchronous in any form
skyfaller: especially if we expand our scope to be international
gavinbaker: oh, we should clarify the language to add "_official_ meeting"
peabo: ok
mllerustad:skyfaller: Or if our members are in foreign countries frequently anyway :p
skyfaller: sure, official meeting
peabo: would one of the meetings per year be face to face, for example like the one last May?
skyfaller: but I am a little wary of the special meeting exception
mllerustad: hm, should we mandate that?
skyfaller: I don't think the board should have to meet more than twice a week
mllerustad: Okay, so we could make it clear that the maximum frequency of meetings is a hard maximum...
mllerustad: But that means that in that case, if the board adopted that schedule, the chair's power to call meetings would be moot.
mllerustad: Maybe we should just say, "The board shall not meet more frequently than two times a week."
gavinbaker: but what if we have a face-to-face meeting
gavinbaker: and you don't finish business one night
gavinbaker: so you meet the next day
gavinbaker: but you still don't finish
gavinbaker: you can't meet again tomorrow?
gavinbaker: that's dumb
skyfaller: heh, true... I guess that would ban the Harvard meeting
mllerustad: gavinbaker: Then you go to the beach for the rest of the time!
skyfaller: lol!
gavinbaker: look, the board can figure this out. i trust them
peabo: meetin g is "in recess" overnight
skyfaller: heh
gavinbaker: i think the special meeting thing will be ok
skyfaller: ok
gavinbaker: and if not, we can deal with it when it becomes a problem
Fear_of_C: I really don't think that the board is gonna meet too often unless something absolutely crazy happens
skyfaller: ok, so should we scrap the lower limit then? or should we leave it in without teeth?
skyfaller: erm
gavinbaker: on the other hand, i don't think the regular schedule should be more frequently than monthly
mllerustad: i.e. coup attempt...
paulproteu: (Was there an fc-disco post about this meeting? I had forgotten.)
skyfaller: upper limit of frequency, I mean
Fear_of_C: it's like asking people if they are going to do more unnecessary work
gavinbaker: paulproteus: chapters/board/wiki
paulproteu: Oh, okay, "everyone except me". (-;
Fear_of_C: remember that if meetings are monthly, you need a month of lookahead to any events
paulproteu: Oh, and except the Harvard people too I guess.
mllerustad: paulproteus: They aren't on chapters?
Fear_of_C: the swarthmore chapter nearly died after moving to biweekly meetings, since literally every event caught us by surprise
skyfaller: hm? elizabeth is subscribed to Chapters
gavinbaker: paulproteus: they're welcome to join chapters, and i'm sure some of them are.
gavinbaker: i know e-star is on board, and said she was coming
skyfaller: and we invited everyone to join the chapters list
paulproteus nods in gavinbaker's general direction
gavinbaker: and it's on the wiki
skyfaller: who is a member of a chapter
gavinbaker:Fear_of_C: the board shouldn't be very hands-on
gavinbaker: my concern is that, if regular meetings are too frequent, they'll become more hands-on
gavinbaker: that's bad
gavinbaker: because the board is closed
gavinbaker: that makes it hard for others to participate
gavinbaker: and power gets centralized in the board
gavinbaker: without good avenues to meaningfully participate if you're not on the board
Fear_of_C: maybe "events" was the wrong word
gavinbaker: put it this way: the board shouldn't be doing anything it doesn't have to do
mllerustad: gavinbaker: And then it gets hard to get people to volunteer, since being on an unpaid working board sucks. :p
Fear_of_C: I mean that anything the board needs to do, it must then know about at least a month before it happens
gavinbaker:Fear_of_C: or call a special meeting, if it's that important
Fear_of_C: basically, what we learned the hardway is that calling an emergency meeting the night before forms are due because the meeting 2 weeks ago failed to forsee the future doesn't work
gavinbaker: we could also discuss exemptions to the "no-voting-by-email" rule
Fear_of_C: I'm not saying the meetings have to be more than monthly
gavinbaker:Fear_of_C: i just don't see the board dealing with much stuff like that...
skyfaller: I think that we have to be careful to specify what the board is responsible for if their meetings are that infrequent
skyfaller: it has to be somewhat limited
peabo: knowing that the board only meets monthly could instill some discipline about getting issues on the agenda prior to the meeting
skyfaller: if people are waiting for them to make time-sensitive decisions in any way, once a month is unacceptable
skyfaller: I'd also like to point out that when you put off a meeting for that long, business can build up so that meetings take hours upon hours
skyfaller: unless you clearly limit the scope of what the board is reponsible for
skyfaller: and perhaps even then
Fear_of_C:skyfaller: agreed
skyfaller: if we actually hire an employee, and have finances, who is going to handle that stuff if not the board?
gavinbaker:skyfaller: the employee?
gavinbaker: most boards don't deal very directly with finances
gavinbaker: they set general guidelines
peabo: you need a treasurer if you have finances
gavinbaker: and audit
gavinbaker: and the staff buys stuff
gavinbaker: it'd be crazy to require board approval for every purchase, or something like that
K`Tetch: pointy haired boss alert!
peabo: seems like the ED would approve purchaes over a certain limit, and the board can decide to countermand (which would be an opportunity to call a special meeting)
Fear_of_C: gavinbaker: the treasurer or executive director or staff must always be active, present, and paid in that case
Fear_of_C: if they lapse for any reason, there would have to be an emergency replacement at once
skyfaller: Fear_of_C does raise a legitimate point, the bootstrapping problem that we'll have to address... what do we do until the employee arrives or if they leave?
skyfaller: that's a problem that pervades the bylaws
gavinbaker: that's a separate issue
Fear_of_C: or worse, if there's a grant lapse
gavinbaker:Fear_of_C: well obviously you can't spend money you don't have
gavinbaker: i'm happy to leave this at 2 weeks if that means we can move on
skyfaller: yes, to get back to the text at hand....
skyfaller: I think we should actually scrap the language if we aren't serious about setting limits
skyfaller: if we don't want to limit the board, and we're going to let them meet more or less frequently, we shouldn't have fake limits that have no teeth
skyfaller: I think I'm serious about the upper limit... they have to meet at least once a semester or they're not doing their jobs and they should all be thrown out
skyfaller: damn, that's the lower limit, the lower limit of the frequency of meetings
skyfaller: but as Gavin pointed out, the upper limit of frequency seems silly, the board can meet more frequently if it wants to
gavinbaker: skyfaller, there's no need to have "teeth"
gavinbaker: what "teeth" could it have?
gavinbaker: this sets a standard
gavinbaker: that's important
gavinbaker: and it provides for exceptions
gavinbaker: so it's flexible
skyfaller: ok, I guess that's true
gavinbaker: i'm not really interested in a 3rd 5 hour meeting, that still doesn't finish the work
skyfaller: alright, 2 weeks
skyfaller: the board will meet every two week
skyfaller: *weeks
gavinbaker:skyfaller: at max. frequency
gavinbaker: they could meet less frequently if they wanted
skyfaller: or more frequently if special meetings are called
peabo: nit again: every two weeks or twice a month?
gavinbaker: wait a second
gavinbaker: the actual text says "no more frequently than twice a week"
gavinbaker: that's not what i mean at all
gavinbaker: i mean no more frequently than twice a *month*
skyfaller: yes, the current bylaws draft allows for two meetings per week
skyfaller: and I'm willing to compromise on two meetings per month
skyfaller: if everyone is OK with setting that as the max frequency for regular meetings, with the "special meetings" exception, then we can move on
gavinbaker: +1 from me
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skyfaller: ... unless people want to raise the lower boundary from "once a semester" to some higher standard?
gavinbaker: no
skyfaller: OK, then +1 to between twice a month and once a semester for regular meetings
Fear_of_C: probably, but I'd like to get a good idea of what the board's responsibilities are first; so I abstain
skyfaller: so we should move on to other parts of the bylaws then?
skyfaller: what's next?
skyfaller: wait
contra: hello everyone (Nelson and Gavin)
skyfaller: RESOLVED: The board must been at least once a semester, and should not have regular meetings more than twice a month. "Special meetings" can be called if the board needs to meet between regular meetings
gavinbaker: well, i'm happy to hold off until we discuss the rest of this section
gavinbaker: per Fear_of_C
skyfaller: ok, so that RESOLVED was TEMPORARILY RESOLVED
skyfaller: until we deliniate duties and powers
gavinbaker: ok, then next
gavinbaker: The board of directors selects, directs, and terminates the executive director. The board should approve important expenditures, appointments, and other major decisions by the executive director, as the board defines them.
gavinbaker: *sigh*
gavinbaker: well, aside from my continuing objection to the title "executive director", which we'll get to when we consider the comments (or the ED section, i guess)
gavinbaker: this is kinda important, and i'd like to see what others say about this
peabo: so the ED is a major source of the agenda of board meetings?
contra: the board doesn't need to approve every decision of the ED? That's vague which ones it needs to approve
skyfaller: we could attempt to set limits now, but we have no idea what reasonable limits are (and those limits will change as the org grows / shrinks)
gavinbaker:skyfaller: i have no idea what you're talking about
gavinbaker: Wikimedia simply says: "All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Foundation shall be managed under, the direction of the Board of Trustees."
gavinbaker: "Any action required or permitted to be taken by the Board of Trustees under these Bylaws or any provision of law may be delegated by the Board to the Chair or to any committee of the Board."
contra: but the board has the ABILITY to reject any ED decision?
skyfaller: so by default, all power rests with the board, and they delegate as they see fit
gavinbaker:skyfaller: right, that's how i read it
peabo: so the board could issue a series of decisions early on which delegate ceratin authorities to the ED, without those being written into the bylaws
contra: ok, that sounds reasonable.
peabo: this also answers at least in part the question of what to do when there is no ED: the board has to do the work until they can find and hire an ED
Fear_of_C: peabo: yeah, that's what I was getting at earlier
gavinbaker: i'm liking this model
gavinbaker: because it'll take us forever to make all these little decisions about what the board does or doesn't do
gavinbaker: and for all we know, we'll do it horribly wrong
gavinbaker: at the end of the day, you have to trust the board -- or vote 'em out
skyfaller: alright, so by default all power rests with the board, until they delegate it to the Core team or ED
Fear_of_C: yeah, what I'm just thinking is what happens if the ED quits during tax season or something... panic mode on the board? I don't know if there's a better solution than to say the board has to figure something out
gavinbaker: i don't know what a better solution would be
skyfaller: they just have to make the call and delegate it
Fear_of_C: possibly after elections etc., the board can create emergency procedures etc.
skyfaller: it's their job to be the ones panicking if something goes wrong
Fear_of_C: probably just as good as us trying to figure it out here
gavinbaker: if there are fires that nobody else can put out, the board's gotta do it
skyfaller: that's what they're signing up for when they run for that responsibility
gavinbaker: does anybody have any questions or objections to cribbing Wikimedia's language here?
contra: seems fine
skyfaller: ideally, the board should delegate just about everything, and not do much except make general guiding decisions every now and then (e.g. once a month)
Fear_of_C: agreed, though in the beginning i doubt it will be ideal; probably, the board will have to put in some initial work to get all that set up
skyfaller: yeah
gavinbaker: language is from here: http://wikimediafoundation.org/wiki/Wikimedia_Foundation_bylaws#Section_1..09General_Powers. http://wikimediafoundation.org/wiki/Wikimedia_Foundation_bylaws#Section_9..09Delegation_and_Expenses.
gavinbaker:Fear_of_C: frankly, better the board than us
gavinbaker: i want to get bylaws ratified
gavinbaker: this century preferably
contra: how much is left? Sorry I haven't been able to make the meetings...Sundays are bad for me
skyfaller: it's OK, there's a lot left but hopefully we can get through a big chunk today
contra: (now I feel bad about having to leave again soon...)
Fear_of_C: ok, next subject?
contra: what happens if there are a lot of criticisms with the next RC?
skyfaller: contra: honest answer? we run it by the chapters, and if they don't ratify it anyway, I give up and go home, and it's someone else's problem
gavinbaker: let's be on task, shall we? we're at 1h20 and ticking
contra: sorry
gavinbaker: are we agreed on cribbing wikimedia's language, to give all authority to the board by default?
gavinbaker: contra: feel free to use backchannel / PM
skyfaller: really I think people should ratify what we have so long as we get the amendment language right, so they can fix what they need to after the bylaws are passed
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skyfaller: sorry, back to the task at hand
gavinbaker: ^^
Fear_of_C: gavinbaker: assuming it's cc or similar, sure
gavinbaker:Fear_of_C: what?
Fear_of_C: if we have their permission to copy it, I have no objections
skyfaller: oh jeez
skyfaller: it's a fair use
skyfaller: we're sampling
gavinbaker:Fear_of_C: it's GFDL, and as it happens, so is our wiki, which is where the bylaws are ;)
gavinbaker: fair use anyway
gavinbaker: so let's have the yeas and nays
Fear_of_C: +1
skyfaller: +1 to Wikimedia's language... replace "Foundation" with "the Organization" and "Board of Trustees" with whatever our board is called
contra: +1
Scudmissil: +1
skyfaller: maybe explicitly say that the board also can delegate to the Core team or whoever else it wants to?
skyfaller: mentioning both the ED and the Core team sounds like a good idea
contra: are we definitely implementing a Core team?
gavinbaker: no, nothing explicit
gavinbaker: it's fine the way it is
gavinbaker: +1 from me
gavinbaker: moving on
gavinbaker: or, moving back? can we resolve the earlier language about meetings now?
skyfaller: we haven't finished the section
gavinbaker: we just skipped it temporarily to discuss the board's duties
Fear_of_C: let's do that once we have decided all of the board's duties and powers
gavinbaker: since that factors into how frequently they should meet
gavinbaker: ok, sure
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gavinbaker: hi mark007
gavinbaker: "The board of directors creates, selects, directs, and terminates other executive positions, if needed. It may also create committees or "teams" as needed, such as web, outreach, or press."
skyfaller: wait
peabo: "teams" covers Core Team, and implicitly allows delegation, I think
gavinbaker: ok, so the wikimedia language about board powers would come first, then the sentence about the ED
skyfaller: ah, ok,
gavinbaker: so what we've RESOLVED:
gavinbaker: All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Organization shall be managed under, the direction of the board. Any action required or permitted to be taken by the board under these bylaws or any provision of law may be delegated by the board to the chair or to any committee of the board.
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gavinbaker: is that last part ok? "or to any committee of the board"?
gavinbaker: should that be e.g. "or to any designee of the Organization"?
skyfaller: yeah, that sounds like a good change
Fear_of_C: ok, yeah, if we trust the board, we should trust their delegations
skyfaller: so long as it is clear that "designee of the Organization" covers ED, the Core team, and other conceivable structures
gavinbaker: i mean, ideally you might want to have some guidelines about what you can delegate to whom. but that's a level of specificity we can't reasonably achieve atm. so we can just trust them
gavinbaker:skyfaller: clear to me.
Fear_of_C: yeah
skyfaller: ok
gavinbaker: so, after that text: "The board of directors selects, directs, and terminates the executive director. The board of directors creates, selects, directs, and terminates other executive positions, if needed. It may also create committees or 'teams' as needed, such as web, outreach, or press."
cbudnick: where are we right now? (hello)
gavinbaker: we should be able to clean that up, but does anyone object to or have questions about that section?
Fear_of_C: can teams create subteams - ie. the swapnotes team within fc labs
gavinbaker: cbudnick: http://wiki.freeculture.org/Bylaws#Section_1.3._Board_Duties_and_Powers, 2nd/3rd line
cbudnick: thanks gavinbaker
Fear_of_C: I would assume yes, just trying to clarify
gavinbaker:Fear_of_C: i don't see why not, though it's not explicitly permitted
Fear_of_C: also, can anyone else create teams?
cbudnick: i think an ambiguity to the bylaws is probably useful as long as they exist verbosely enough to give us and the board credibility
Fear_of_C: I sort of feel like this implies that only the board can do it
skyfaller: the board might have to explicitly delegate authority to make subteams
gavinbaker: if we clean up the language, we could say something about 'the board can set rules and procedures for the teams to achieve their mission'
Fear_of_C: whereas I see no problem with letting people form teams outside the board
Fear_of_C: especially if the board meets infrequently
gavinbaker: i.e. so when the board makes a team, they could say 'this team is allowed to make subteams as needed, without otherwise requiring our permission'
cbudnick: also, have we gotten into how the board terminates or selects the executive director, or is that up to the board and covered with standard voting?
gavinbaker:Fear_of_C: we could say that ad-hoc teams can form without approval of the board
Fear_of_C: gavinbaker: that makes sense to me
gavinbaker: cbudnick: it just says the board does it, doesn't say how, other than standard voting
Fear_of_C: I don't think it will hurt anything if extra teams form
skyfaller: but such ad-hoc teams shouldn't have to ability to e.g. spend organizational resources without someone overseeing that
Fear_of_C: they won't have special access to anything
Fear_of_C:skyfaller: agreed fully
gavinbaker:skyfaller: define 'organizational resources'
peabo: such an ad hoc team would have no authority, but it wouldn't need authority if for example it was just researching a position
skyfaller: gavinbaker: good point, I guess I meant finances and e.g. time that the ED spends (while s/he is on our payroll)
Fear_of_C: basically, we are just making it clear that people can get together on separate email/irc/bug trackers w/out waiting for board approval
cbudnick: should we clarify that with simple majority, is there a quorum requirement anywhere, also, i might have missed it
Fear_of_C: $, server access, etc. should require some oversight
gavinbaker: cbudnick: yeah, we covered that last meeting, check the agenda for the diff: http://wiki.freeculture.org/2007-08-07
gavinbaker: but we might clarify that the board votes to hire/fire by majority vote
gavinbaker: right now it just says the board does it without any specification of how
gavinbaker: on ad-hoc teams, what if we said the core team can approve ad-hoc teams which gives them access to all resources of the Org other than spending money?
gavinbaker: granted that right now there's no core team in the bylaws
contra: that seems unnecessary
contra: if the team doesn't have any real power, why does it need approval?
skyfaller: and wouldn't e.g. the ED's time count as money if we're paying for it?
gavinbaker: contra: if you're not using any resources you don't need anybody's approval
gavinbaker: if you want server space or help from the ED or whatever, go thru the core team
gavinbaker: remember that the board might only meet once a semester
gavinbaker: what if you want to re-organize the way tasks are done?
contra: I see now
gavinbaker: it shouldn't rely compeltely on the board
contra: maybe below "team" should be "project" and the teams can approve certain projects
gavinbaker: you can be "ad-hoc" i.e. everything except direct $ if you just go thru the core team
contra: wording is confusing
cbudnick: i am looking at the 07-29 diff and it doesn't correspond to the discussion we had at the meeting, should i bring this up another time?
cbudnick: or pm someone about it?
gavinbaker: cbudnick: i'm pretty sure it does, but post on the Talk page of Bylaws RC2
gavinbaker: point to the place in the log where the discussion differs from what's written in RC2 draft
Fear_of_C: if the board is going to meet once a semester, then they should delegate the power to form teams
gavinbaker: Fear_of_C, exactly
gavinbaker: i actually wouldn't mind giving this entirely to the core team, if only it existed ;)
Fear_of_C: I just wanted a marker telling people not to go asking the board for every little thing
Fear_of_C: though I like the idea of giving this power to existing, trusted teams
Fear_of_C: to a certain extent
skyfaller: well, the Board has to explicitly delegate powers, no? didn't we just say that the Board has all power until it delegates it?
gavinbaker:skyfaller: but the granularity of what they delegate could be large
contra: I think it's unnecessary to have teams forming sub-teams. A sub-team really would be directed enough to be one specific "project," and it makes sense to say that teams can delegate resources to projects that fall within their domain
Fear_of_C: yeah, ok
mllerustad:skyfaller: Well, if we add core team to the bylaws, presumably we will already have delegated some of the board's power for them?
gavinbaker: e.g. "Team X handles all communication with the public"
gavinbaker: that's pretty broad
gavinbaker: the board will decide how to delegate things
skyfaller: so how is that compatible with giving specific powers to the Core team? I'm not saying it isn't, I just don't understand
gavinbaker:skyfaller: we haven't yet discussed what, if any, specific powers the core team would have
gavinbaker: so we're kinda in a quandry
Fear_of_C: contra: ok, that's just a definitional thing; the key is that core doesn't get flooded with spending transactions if the board doesn't meet for 6 months
gavinbaker: because we've been discussing something that doesn't quite exist
gavinbaker: contra: the teams can just handle things however they see fit, and call it whatever they want
contra: right, the core team isn't in the bylaws? That's good. I really think a lot of this should be decided by the board
gavinbaker: how they see fit, within the guidelines of what the board delegates to them
skyfaller: should we skip ahead to that comment? it is a significant change to the bylaws as they are written, and it keeps coming up
contra: and we don't have money yet, don't get too wrapped up in having to spend it ;-)
gavinbaker: contra: actually, we have some money
skyfaller: we have $3000 that we never managed to spend, b/c we had no decision-making structure
gavinbaker:skyfaller: yeah, it's kinda hard to discuss the board's duties in the abstract given that i think they need to be fundamentally changed
Fear_of_C: I'm starting to think that maybe the elected board should decide more of this and we should decide less
contra: I know, but I don't think we're going to have enough money that the ED, the board, and a Core team is not enough to spend it
Fear_of_C: just because a) they are elected b) we are burning time
gavinbaker:Fear_of_C: yeah, i'm in favor of not writing the board's duties with too much specificity
contra: me too
gavinbaker: it was important to figure out how the board is elected, and how they vote, because you need to know *how* to make decisions
gavinbaker: but once you know how, then the board can make them
skyfaller: so give all duties to the Board, create the core team in the bylaws, but let the board decide what responsibilities the Core team has
contra: I expect the national org to be a little innocuous in the beginning. It needs to gauge public opinion
skyfaller: if that's what we're doing, then we can table the Core team discussion until later
gavinbaker: contra: i'm curious about this "beginning" you speak of
gavinbaker: since there's been a national presence of FC.o since, well, the beginning
contra: after the first elections
cbudnick:skyfaller: i am not sure it's just because we haven't had a decision-making structure
Fear_of_C: I think that in the beginning, the board is gonna be meeting way often and hammering out all these specifics
contra: and no offense, but the national org has been pretty innocuous up until now
Fear_of_C: contra: we are trying to fix that
gavinbaker: contra: how could anyone take offense to being called innocuous?
gavinbaker: ;)
gavinbaker: i'm in favor of saying, "let the board figure it out"
contra:Fear_of_C: I'm not saying it's such a bad thing
gavinbaker: and if we decide to write in a core team, we can discuss what if anything to delegate in the bylaws
contra: it let the chapters take more responsibility
gavinbaker: but we'll discuss whether and how to write in a core team when we get there in the comments
gavinbaker: so let's go back to the language
gavinbaker: "The board of directors selects, directs, and terminates the executive director. The board of directors creates, selects, directs, and terminates other executive positions, if needed. It may also create committees or 'teams' as needed, such as web, outreach, or press.
Fear_of_C: combined with the delegation from previous, I'll say that's ok
gavinbaker: i'm in favor of cleaning up that language, but are there any objections to the concept?
contra: what's wrong with the language?
gavinbaker: contra: it's wordy and unwieldy
gavinbaker: oh, and we should specify that these actions are done by majority vote
contra: I think it's important to specify that they select, direct, and terminate
contra: yes, the voting method is needed
gavinbaker: contra: ok, but you don't have to repeat the same language 2x
gavinbaker: and you don't need examples at the end
contra: no, the examples aren't strictly needed, but it makes it clear the kind of teams we had in mind
peabo: "by majority vote" ... could that possibly go in the new Definitions section as the default unless otherwise specified for how a vote is decided?
gavinbaker: peabo: that probably wouldn't hurt
skyfaller: peabo: that might be logical and save us some characters :)
gavinbaker: but i don't see the harm in specifying
skyfaller: characters are precious! they must be conserved!
contra: think of the RAM?
gavinbaker also proposes to stop referring to the team that handles Internet stuff as the 'Web Team'... TWINTI ;)
mllerustad: $vote_global?
gavinbaker: so are we RESOLVED to keep the basic idea?
Fear_of_C: +1
skyfaller: what are we resolving?
mllerustad: The idea is cool, yes.
gavinbaker:skyfaller: 21:47
cbudnick: +
gavinbaker: +1
skyfaller: oh the general idea that the board creates/directs destroys whatever positions it wants
skyfaller: +1
skyfaller: positions/teams
contra: +1
gavinbaker: + / - from anybody else?
gavinbaker: lovely
peabo: except for ED, which can't be destroyed because it was created in the bylaws
gavinbaker: peabo: point, though a specific person can be terminated
peabo: yes
skyfaller: right... it would require an amendment to remove the position from the bylaws, but you can bump off specific annoying people
gavinbaker: ok, so do people want me to take a stab at cleaning up the language, or just leave it as is?
skyfaller: sure, stab away
skyfaller: *stabbity stab stab stab*
cbudnick: stab on
mllerustad: why is "gauntlets bylaws" an unknown command?
skyfaller: oh, you're stabbing later, not now?
gavinbaker: right, i'll stab into the draft
gavinbaker: if people don't like it, just roll it back in the final draft
gavinbaker: since nothing's changing substantively
skyfaller: right
gavinbaker: any other thoughts on this, or onward?
skyfaller: one thing we suggested was moving repetitive language into the "Definitions" section that doesn't exist yet
Fear_of_C: charge on
skyfaller: that's the sort of thing we expect Gavin to clean up
gavinbaker:skyfaller: it exists in RC2
skyfaller: oh, it does? excellent
gavinbaker: ok, next: "The board of directors confirms appointments made by the executive director at the meeting following the appointment."
gavinbaker: exactly what kind of 'appointments' are we discussing? and how do they confirm them (by majority vote, i assume?)? and what happens if they don't confirm them?
Fear_of_C: this will factor heavily into how often the board meets
cbudnick: i'm not sure it will, these sort of things can be confirmed over mailing list
gavinbaker: cbudnick: only if we have a procedure for doing so
Fear_of_C: I thought the board could not vote via email
cbudnick: i think the appointments would be his deputy, directors
gavinbaker: right now the board can't vote by email except as explicitly allowed in the bylaws
peabo: yeah, the email is for chapter membership approvals
skyfaller: ... if we make a provision for e-mail voting... right now there's only one exception, chapter acceptances
skyfaller: otherwise e-mail voting is banned
mllerustad: why not do it the same way as the chapter acceptance?
mllerustad: personnel acceptance?
gavinbaker: well, can someone tell me why it's important for the board to confirm these 'appointments'?
skyfaller: hm... well, let's imagine a scenario
cbudnick: to prevent conflicts, double appointments, for example
gavinbaker: cbudnick: sorry?
mllerustad: gavinbaker: Same reason that they should confirm chapters... so they have a veto and are compelled to serve as a wacko-filter.
Fear_of_C: are these paid positions?
contra: ok, sadly I have to head out. Good luck everyone, tread on.
skyfaller: the ED decides he doesn't like Asheesh, and fires him, and appoints someone else as web team leader or whatever he is
gavinbaker: cya contra
Fear_of_C: contra: cya
cbudnick: the web team having existing responsibility and the ED appointing someone with the same or overlapping responsibility
gavinbaker:Fear_of_C: the board does all hiring, where money is involved
- Signoff: contra ()
Fear_of_C: gavinbaker: but can the ED "appoint" unpaid people?
gavinbaker:Fear_of_C: sure
gavinbaker: it's your job to lead FC Labs
skyfaller: yeah, someone has to lead the team
cbudnick: those are the only people the ed/f can appoint
gavinbaker: go for it :D
gavinbaker: i think mllerustad's point makes the most sense, which implies we should do the wacko-filter the same way as for chapters
gavinbaker: if a red flag goes up, the board can do something
gavinbaker: otherwise it just happens
skyfaller: I agree with that
Fear_of_C: yeah, though I think that there is a hole in this
gavinbaker: and you don't have to spend each meeting reviewing every little 'appointment'
skyfaller: really this seems like it might be better suited to the proposed Core team?
cbudnick: wait, right now we have chapters approved by the ED/F, is that what we intend for this as well?
cbudnick: with no approval by the board, only denial?
skyfaller: that's what was just proposed, yes
gavinbaker: cbudnick: i'm suggesting we use the same procedure for job appointments by the ED (unpaid)
mllerustad: cbudnick: That's what I'm suggesting, yeah.
Fear_of_C: which is that if the ED needs approval for unpaid positions, then the board could easily get hammered with requests
gavinbaker: though i think Fear_of_C's suggestion may be more logical.
Fear_of_C: and would have to wacko filter like crazy
cbudnick: i'd much rather have the original proposal for chapters used, that after a week, if there isn't a vote, the appointment goes through
gavinbaker: OTOH, we still don't have a core team ;)
cbudnick: otherwise there's an expectation of a vote
Fear_of_C: but if the ED doesn't, then we need to make sure he/she doesn't replace asheesh or something
skyfaller: ... that's what we just said, cbudnick
cbudnick: it isn't, unless i am reading this wrong
Fear_of_C: I think we have failed to define things
gavinbaker: cbudnick: you're reading it wrong. we're saying it's the same procedure as used for chapter approval
gavinbaker: i.e. if the board does nothing, it goes through
cbudnick: the chapter approval system isn't what i described, though
mllerustad: cbudnick, are you looking at /Bylaws or /Bylaws_RC2?
Fear_of_C: as in, we need a definition of "appoint" which requires board approval, and a definition that doesn't
cbudnick: RC2
gavinbaker: cbudnick: the chapter approval system is what you just described. isn't it?
cbudnick: it is not
cbudnick: you propose: the ED/F appoints, his appointments can be nullified within a week or anytime in the future
gavinbaker: cbudnick: then describe the chapter approval system.
gavinbaker: cbudnick: no, we just said "within a week"
gavinbaker: we've been saying, use the exact same procedure as the chapter approval system.
cbudnick: okay, so, after the week, the board can't remove an appointment?
mllerustad: cbudnick: http://wiki.freeculture.org/Bylaws_RC2#Section_2._Becoming_a_Chapter
cbudnick: "The process of registering includes submitting a form containing complete contact information for the official liaison, information regarding the chapter's current membership and status and an endorsement of the Organization's mission. An officer designated by the Executive Director will then interview the chapter contact and present their recommendations to the Executive Director for approval. The Board of Directors may vote,
Fear_of_C: I would say that the ED needs approval where a) there is $ or b) there is a conflict with one of the teams
gavinbaker: cbudnick: after the week, you're in. that's what's been proposed.
skyfaller:Fear_of_C: but what about the "firing Asheesh" problem?
cbudnick: there isn't a week delay under that
gavinbaker:Fear_of_C: the ED can't hire anybody unless the board explicitly delegates it.
cbudnick: gavinbaker: where is the week?
Fear_of_C:skyfaller: that's a conflict with a team
mllerustad: "to reverse the Executive Director's decision to approve the chapter within seven days of the approval."
gavinbaker: cbudnick: it's at the end, where it says "within 7 days"
skyfaller:Fear_of_C: what does that mean, a conflict with a team?
cbudnick: gavinbaker: to reverse the approval, it's already approved prior to that week
gavinbaker: --right
gavinbaker: you have 7 days after approval to reverse it
gavinbaker: otherwise it's in
cbudnick: gavinbaker: right, there isn't a week delay in approving chapters
cbudnick: gavinbaker: otherwise, and already
gavinbaker: cbudnick: no, it happens instantly. so do appointments by the ED
gavinbaker: but there's a week to reverse it, just as with chapter approval
Fear_of_C:skyfaller: my langauge is rough, but basically anything that removes functions of a team or its members
gavinbaker takes away cbudnick's crack pipe ;)
cbudnick: gavinbaker: right, i'm saying that there should be that week
gavinbaker: cbudnick: what week?
cbudnick: cbudnick: there isn't a week delay under that
mllerustad: Are you proposing that the appointment not happen until after that week passes?
gavinbaker: cbudnick: there should be a week delay for appointments to take effect?
cbudnick: mllerustad: yes
gavinbaker: cbudnick: ok. why?
cbudnick: gavinbaker: or less, if the board approves
Fear_of_C:skyfaller: so the ED can add people without approval, but not remove them, and can't add them if they would take someone's position
skyfaller:Fear_of_C: ah, that is very logical now that you explain it
cbudnick: gavinbaker: wacko filter, ED/F murdering asheesh, or confusion from overlapping roles
skyfaller: poor Asheesh
gavinbaker: cbudnick: i'm concerned about not having enough time, too. i think we should just bump 7 days up to 14, in both cases
gavinbaker: both cases = both for chapter approvals and for appointments
cbudnick: gavinbaker: i would agree with that, as long as i can have my pipe back
mllerustad:Fear_of_C: That sounds logical, I think.
gavinbaker: i mean, i suggested 14 days at the earlier meeting, but people said it should be 7
cbudnick: gavinbaker: also i would hope that the board has a chance to look over the appointment before it's active
gavinbaker: i don't want to go around reversing what we already decided
skyfaller: yeah, if we keep reversing our decisions, where will it end?
skyfaller: we need to just get a draft out
gavinbaker: cbudnick: i don't see the harm in having it be active immediately. i trust people not to be crazy, or for the board to catch it within 2 weeks ;)
peabo: I think 14 was mentioned in connection with a chapter appealing a decision against its acceptance, the supposiiton being theyte might be extra time needed to make a good decision
mllerustad: cbudnick: And if we do Fear_of_C 's bugfix, that'll limit the crazy. :)
gavinbaker: i'm in favor of saying 14 days here, regardless of what we said for other processes
cbudnick: mllerustad: right, but the board needs to decide whether or not the ED/F is appointing someone to an existing position
gavinbaker reads scrollback to see what Fear_of_C suggested
cbudnick: mllerustad: i think it's a good fix
Fear_of_C: for enforcement, I figure that if someone believes an appointment overlaps their duties, they can object
cbudnick: mllerustad: i am just concerned with the ED/F being the point of approval for chapters (something we decided the board would be) and confirming his or her own appointments by default
gavinbaker:Fear_of_C: would this include splitting one existing team into two?
cbudnick: mllerustad: with the board approving and not just denying, there will be regular traffic over the board list, keeping it a bit more active and allowing things to be resolved without full meetings (such as approvals)
Fear_of_C: gavinbaker: I didn't know the ED could do that; I guess if the team objects, it goes to the board
skyfaller: I think that as Fear_of_C says, it's not a problem unless it's creating conflicts. Let the ED appoint whoever he wants to press team, it doesn't matter unless someone is upset about it
gavinbaker: i just don't want to unnecessarily hamstring us from adopting structures to be more efficient
cbudnick:skyfaller: right, but i'd rather they be upset about it before the role is active
skyfaller: so let conflicts be subject to board approval
skyfaller: and let non-conflicts go through unless the board objects
gavinbaker: i think that makes sense, but can we define exactly what is a "conflict"?
cbudnick:skyfaller: i think deciding what is a conflict is a problem
mllerustad:Fear_of_C: I believe the board creates "official" teams, while the ED/F can make "unofficial" (ad-hoc) ones. Though the difference is pretty academic.
cbudnick:skyfaller: and it might not always be that someone is around to object until after the week period
peabo: conflict -- people complain?
skyfaller: "basically anything that removes functions of a team or its members" is what Fear_of_C said
skyfaller: we could also add in "someone complains"
gavinbaker: mllerustad: that's not actually in there
Fear_of_C: I figure that might be easiest
Fear_of_C: "complaints may be brought against an appointment, at which point the board will review the appointment"
peabo: poerhpas anyone on a team can petition the board for redress of grievances, but the board doesn't have to take any specific action
Fear_of_C: well, I think we need some safety measure
cbudnick: so if someone objects outside of our organization there's no review process or ability for the board to look at the appointment?
Fear_of_C: cbudnick: the board can look at an appointment if it wants to
Fear_of_C: it just doesn't have to unless someone has complained from within
cbudnick: it can't eight days after
gavinbaker: cbudnick: outside our organization, tell it to the streets, man ;)
skyfaller: the RIAA complains that Asheesh is too effective!
skyfaller: he must be fired!
Fear_of_C: that brings up another point, actually, can the board alter appointments later?
gavinbaker: i'm ok with the trigger for board review being a complaint, but then you've got an issue
Fear_of_C: I feel like they naturally can if they can appoint the ED
gavinbaker: how long does someone have to complain?
peabo: teh RIAA subpoenas Asheesh's Mome, and his cat
peabo: Mom
mllerustad: and Herbert!
skyfaller: well, if the Board delegated the power to the ED to appoint people, it can temporarily take it back
cbudnick: isn't that a bizarre work-around?
gavinbaker:skyfaller: remove the word temporarily
gavinbaker: the Board is Boss
gavinbaker: the Board can say, we don't like this appointment. overruled
skyfaller: right
Fear_of_C: so really, the 14 days means nothing
skyfaller: I just mean they don't want to have that job all the time
peabo: and if the ED and the Board don't get along, then the ED is going to lose anyway
cbudnick: it makes much more sense to me to either approve appointments initially or to allow indefinite removal
gavinbaker:skyfaller: why not?
cbudnick:Fear_of_C: exactly
Fear_of_C: unless that's just the waiting period before the appointment takes effect
gavinbaker: what if someone's not crazy when they're appointed, but later they go crazy?
skyfaller: sure, if the board thinks something is wrong, the board can always say no
Fear_of_C: if the board needs to, they fire the ED and hire someone who will listen to them
cbudnick:Fear_of_C: i was suggesting it at least be a waiting period, with approval over email accelerating it
skyfaller: I just meant that they generally want to delegate things so that they're not micromanaging, but they can overrule anything anyone does at any time
peabo: the 14 days does mean something ... a new appointment should have some exceptation that he won't be removed at the end of the month when the board happens to meet again, else how can he do his job?
Fear_of_C: ok, maybe my original language controls the waiting period then
gavinbaker: i don't want the board to micromanage, but they need to be able to nix something if it's really broken
Fear_of_C: that the ED can bypass it for additions that do not interfere with anything else
cbudnick: how do we determine what interferes?
Fear_of_C: the problem is that interference is poorly defined - asheesh may think he's doing more than the ED thinks he's doing
skyfaller: peabo: I'm not sure that's true, that was true for chapters, the end of the trial period triggers the requirement for an official removal process
Fear_of_C: cbudnick: we can't really, all we can do is say no firings or repositioning
skyfaller: but we don't have an official removal process for appointments
Fear_of_C: cbudnick: the ED can appoint someone to duplicate effort, but this is hardly effective
cbudnick:skyfaller: we do not have a trial right now with new chapters
cbudnick:Fear_of_C: but it's certainly problematic, and i think most of the time this will be accidental
gavinbaker: come on guys, can we make a decision? i don't even know what we're arguing about now
cbudnick: let's just give the board the power to remove at anytime
gavinbaker: i think we want a buffer for appointments, and we want a way for the board to nix things that go foul later. is that right?
cbudnick: (an appointment)
skyfaller: cbudnick: yes we do, for 7 days the board can veto a chapter for whatever reason... the chapter is auto-approved unless the board vetos. After that there's an official removal process that you have to go through
cbudnick: gavinbaker: if the board had that nix power the buffer would be less important
gavinbaker: cbudnick: right, but still potentially useful -- prevent problems before they happen
cbudnick:skyfaller: the chapter is approved before the 7 days, though, right?
mllerustad: I guess the difference is one is arbitrary, the other requires nonfeasance/malfeasance/etc.
cbudnick: gavinbaker: i agree, i'd love to see the buffer, but i'm willing to let it go if it's going to hold up consensus
skyfaller: cbudnick: yes
mllerustad: There's a higher standard for removing someone than not letting them in in the first place.
mllerustad: Which I think is reasonable.
gavinbaker: cbudnick: i don't think it's holding up conesnsus, we just need to reach consensus
skyfaller: mllerustad: right
gavinbaker: so let's agree on principles and put them in text
skyfaller: So should we have an official removal process for appointments, just like we have for chapters?
gavinbaker:skyfaller: can we just use removal for cause?
gavinbaker: misfeasance, etc.?
skyfaller: sure
Fear_of_C: I think that it's the ED's job to avoid accidental appointment duplication anyway
mllerustad: That seems logical to me.
skyfaller: (how is that different from the removal process for chapters?)
mllerustad: I don't think it's different.
gavinbaker:skyfaller: it could be the same.
skyfaller: OK, good, I like things that are the same, they're simpler
mllerustad: I dunno if we'd want an appeal process/if that would be very applicable, but yeah.
Fear_of_C: it might happen, but unless there is purposeful sabotage, it will be the ED's responsibility to correct it if he/she has appointed someone unnecessary
gavinbaker: i think you need appeals, if only to keep the board honest.
skyfaller: OK, so just have it mirror the Chapters language, minus chapters-specific stuff?
skyfaller: e.g. there is no registration process, they don't have to re-register for their appointment
gavinbaker: yeah, mirror it
mllerustad: and you're not going to have complete turnover within an individual :)
gavinbaker: question about that language though -- the board decides within 14 days, but how?
gavinbaker: do they have to meet? can they vote by email?
peabo: born-again Web master
gavinbaker: i don't recal if we specified
mllerustad: default vote (majority)?
skyfaller: mirror the chapters language? how do we do it there?
gavinbaker: "A chapter removed for cause may appeal their removal by re-registering while sending a paragraph on why they should not be removed from the Organization to the Board. The Board must decide whether to rescind the removal within 14 days."
gavinbaker: ^^ http://wiki.freeculture.org/Bylaws_RC2#Section_5.3._Removal_for_Cause
gavinbaker: we didn't decide how the board decides
skyfaller: hm, I guess they have to meet, b/c we ban voting by e-mail... unless we make another exception for this
skyfaller: it seems like if there is an appeal, there is something that needs discussing
skyfaller: so maybe they should have to meet synchronously
gavinbaker: i agree, you need to talk about it
gavinbaker: so i guess no voting by email
gavinbaker: but we should specify, the board must VOTE
gavinbaker: at an official meeting
skyfaller: well, all votes occur at official meetings, unless we say otherwise
gavinbaker: sure, but specificity doesn't hurt
Fear_of_C: we want to avoid making the board meet every time the ED appoints someone
skyfaller: b/c we've said that e-mail voting and other non-synchronous communication doesn't count
skyfaller:Fear_of_C: this is just the appeals process
gavinbaker:Fear_of_C: no, this is only for appeals for termination
Fear_of_C: ok, cool
- BrianRowe (n=Brion@71-32-81-197.tukw.qwest.net) has joined channel #freeculture
gavinbaker: so can we crib the chapters termination appeal process, plus specifying the board must vote (i.e. hold a meeting)?
skyfaller: the board met to remove the appointment in the first place, right? unless it's within the 7 days
skyfaller: so it's not just the appeals process. It's termination and appeals for termination
skyfaller: but it's not for approving someone in the first place
gavinbaker: hi BrianRowe
BrianRowe: Hi, what portion are we on?
gavinbaker: so can we crib the chapters termination appeal process for terminating appointments, plus specifying the board must vote (i.e. hold a meeting)?
skyfaller: let's also resolve that we should put the fact that all board votes must occur at official meetings, unless we specify otherwise?
gavinbaker:BrianRowe: http://wiki.freeculture.org/Bylaws#Section_1.3._Board_Duties_and_Powers line 4
BrianRowe: thx
gavinbaker:skyfaller: it's already there, in Definitions
skyfaller: oh, good
skyfaller: OK, so all we have to put is that the board must vote, and that automatically means that they must meet, according to our Definitions
skyfaller: we should never say that the board "decides", b/c that doesn't specify a decision-making process
skyfaller: we should always say that the board "votes"
gavinbaker: let's RESOLVE this:
gavinbaker: crib the chapters termination appeal process for terminating appointments, plus specifying the board must vote (i.e. hold a meeting)
gavinbaker: now calling for + and -
skyfaller: +1
gavinbaker: +1 from me
gavinbaker: Fear_of_C, cbudnick ?
gavinbaker: paulproteus, Scudmissile, mark007, BrianRowe, feel free to jump in whenever :D
BrianRowe: abstain on this
gavinbaker: going once
gavinbaker: going twice
cbudnick: abstain also
gavinbaker: RESOLVED, then
gavinbaker: so that's how we deal with termination and appeals
gavinbaker: can we decide about the buffer?
skyfaller: 14 days is fine, it's an arbitrary number, I don't care
gavinbaker: well, we could just completely parallel the chapters, and stick with 7
skyfaller: I guess I like parallel language
cbudnick: i'd rather see both at 14
gavinbaker: cbudnick: me too
gavinbaker: but remember, we were talking about complaints
gavinbaker: whether the board should have to do something different where there's a conflict (as demonstrated by a complaint)
gavinbaker: do we want to do that?
skyfaller: yeah, let's do that
skyfaller: auto-approve unless there's a complaint
skyfaller: so parallel the Chapters language
gavinbaker: what would those 2 processes look like?
skyfaller: unless there is a complaint
gavinbaker: ok, what's the complaint procedure?
peabo: 14 days is uncomfortably close (but misses) the interval where the board meets twice a month ... it would be nice not to have to call a special meeting in that case
gavinbaker: peabo: remember, that's the maximum frequency
skyfaller: complaint is someone contacts the board
gavinbaker: the board might only be meeting once a semester, up to them
skyfaller: saying that for whatever reason this appointment cheesed them off
gavinbaker:skyfaller: what's the timeline for complaining?
peabo: yes, and if the board meets that frequently on an ongoing basis, they shouldn't have to meet a third time in a month just to meet the 14 day requirement
gavinbaker: and i think we might want to have more clarity on what are the grounds on which someone can object
gavinbaker: peabo: they don't have to meet for this
gavinbaker: this is 14 days to vote by email
skyfaller: well, use Fear_of_C 's language... some conflict
peabo: ok
skyfaller: "basically anything that removes functions of a team or its members"
gavinbaker: what's that in bylaws language
skyfaller: well, that or mis/non/malfeasance
skyfaller: would be grounds for a complaint
gavinbaker: what's "that" in bylaws language?
skyfaller: removing someone from their appointment or eliminating a position or team?
skyfaller: e.g. in order to appoint someone new as Web Team leader, you must first fire Asheesh
skyfaller: oh, hm.
gavinbaker: but the board doesn't check firings, only hirings
gavinbaker: you can fire Asheesh with impunity, and the board just doesn't accept your new appointment
skyfaller: O RLY? that seems slightly odd
skyfaller: I'm getting confused
skyfaller: OK, we just created a removal process for the BOARD to use
skyfaller: the ED/F can fire with impunity
skyfaller: but perhaps we should make it clear that "firings" should be appealable too
skyfaller: erm
skyfaller: it's appealable if the Board removes someone
skyfaller: so it should be clear that it's also appealable if the ED/F removes someone
gavinbaker: you know, the ED doesn't actually have the authority to fire people
gavinbaker: only to hire them
skyfaller: really?
skyfaller: OK, then that makes more sense
gavinbaker: (which may be a problem in itself)
skyfaller: ... or does it?
gavinbaker: but at any rate, there's no "Fire Asheesh" scenario
BrianRowe: The executive director runs the day-to-day activities of the Organization, within his/her powers as defined by the board of directors. (day to day operations usally include fireing and hiring)
gavinbaker:BrianRowe: but we specifically say the ED can appoint people. no such language for removing appointments
gavinbaker: implies that we would have also said they can remove people
gavinbaker: if that's what was intended
skyfaller: "hiring" and "firing" are in scare quotes, b/c actual monetary expenditures would require board approval, these are volunteer positions.... appoint or remove are more accurate words
skyfaller:BrianRowe: this IRC channel is legislative history! If the language isn't clear from our bylaws, you can refer to this meeting's log to see what we intended ;-)
skyfaller: (is legislative history the term I'm looking for?)
skyfaller: ooh boy, law law law... law school is going to be interesting
skyfaller: OK, so the board has the ability to remove people, through a removal process similar to the chapters, but our bylaws currently don't let the ED/F or anyone else remove people?
Fear_of_C: unless they resign voluntarily
skyfaller: right
skyfaller: so now we have to ask whether this is indeed desirable... we should probably have some other way to fire people
skyfaller: that doesn't require the Board to get involved with day-to-day operations
peabo: how frequently are people going to have to be fired?
skyfaller: so if it isn't clear from earlier clauses as BrianRowe implied, then we should make it explicit
gavinbaker: so, RESOLVED, in the ED section we say they can fire people?
gavinbaker: (in which case, yes, there would be a "firing Asheesh" scenario for the board to deal with)
skyfaller: peabo: well, before Asheesh became web team leader, we presumably fired the previous guy, cwilkin, b/c he wasn't doing his job
Fear_of_C: do we really need to fire volunteers?
gavinbaker:Fear_of_C: if you want to replace them
Fear_of_C: we can ask them to quit if they're not helping
gavinbaker: really, firing == replacement
Fear_of_C: ok
gavinbaker: this stuff only gets invoked if the person objects
gavinbaker: so if they don't care, they're not going to object about being replaced
gavinbaker: but you should have a way to resolve conflicts if they do object
BrianRowe: (yes on legistative histoy) but the ED should beable to look to a job description that the board writes. If the ED can to remove staff you have an ED with power then the average manager at a retail establiswment. I think you only need to "fire" paid employees.
skyfaller: cwilkin didn't object b/c he wasn't paying attention, and when he did start paying attention again he didn't object either
gavinbaker: maybe most importantly because it keeps you honest about replacing/removing people
skyfaller: OK, so the ED should be able to appoint and remove at will
skyfaller: with a buffer period
skyfaller: and if someone objects, it triggers this appeals process
gavinbaker: yes
skyfaller: is everyone OK with that?
gavinbaker: so RESOLVED on the ED being able to remove people?
BrianRowe: yes
cbudnick: yes
cbudnick: assuming he is removing his own appointments
gavinbaker: cbudnick: who else would have made the appointment?
paulproteus somehow thinks his murder is hilarious
peabo: he might remove an appointmnet made by a previous ED
cbudnick: ^
gavinbaker: peabo: but that's OK
gavinbaker: he's the ED now
gavinbaker: that's his job
peabo: I agree
skyfaller: the board delegated these powers to the ED
skyfaller: so he should have the power for all appointments
cbudnick: i'd rather not have a new EF come in and remove all appointments from the last one without any check
cbudnick: but if that's what we want and think it won't happen, that's fine
gavinbaker: cbudnick: there's not "no check", there's the appeals process
cbudnick: "so it should be clear that it's also appealable if the ED/F removes someone"
cbudnick: got it
cbudnick: i missed that earlier
skyfaller: there are always appeals, all the time! :)
gavinbaker: we're in America, man :D
paulproteus hears Orange Crush coming from speakers in this restaurant he's surfing at
gavinbaker: ok, so -- let's summarize
gavinbaker: 1. ED appoints someone
gavinbaker: 2. buffer period in which the board can remand (7 days? 14?)
gavinbaker: 3. appeals process?
gavinbaker: do we need appeals for appointments? i.e. complaints by others?
gavinbaker: did we decide that, i can't remember
skyfaller: all appeals all the time, man
gavinbaker: ok, so there's what appointments looks like
cbudnick: did we decide that the board could remove an appointment at any point, not just the first 7 or 14 days?
gavinbaker: firings:
gavinbaker: oh, wait
cbudnick: if so, why the buffer period?
gavinbaker: going back
cbudnick: if not, whoops, i missed that
gavinbaker: 4. the board can take back any appointment whenever
gavinbaker: the buffer period is to make the board look at it when it happens
gavinbaker: so you catch problems early
cbudnick: i think if you can remove it at any point the buffer period doesn't make sense and should be left out of the bylaws and to the board as a best practice
skyfaller: aha! the difference is that during the buffer period they can do it by e-mail
cbudnick: ah! okay
skyfaller: otherwise they have to do it during an official meeting
cbudnick: that is important
skyfaller: that encourages the board to look at it right away
skyfaller: b/c otherwise they have to have a meeting about it
skyfaller: if they look at it right away, they can solve it over e-mail
cbudnick: i agree
cbudnick: and think that is a great distinction
gavinbaker: oh, to specify, 2 and 4 are parallel to chapters process
cbudnick: all thumbs up
gavinbaker: specifically 4 = removal for cause
gavinbaker: so we need to decide what the appeals process looks like
gavinbaker: but first, to be clear, what firings look like:
gavinbaker: 1. ED fires someone
gavinbaker: 2. appeals process (parallel to appeals for chapter termination)
cbudnick: i have to head out, see you all
gavinbaker: that's it
gavinbaker: bye cbudnick
skyfaller: cbudnick: gnight!
cbudnick: (but this sounds good)
- Signoff: cbudnick ("quit quit")
skyfaller: yeah, after we finish this section, we should call it a night
skyfaller: *sigh*
gavinbaker: so what's the complaint process for appointments look like?
gavinbaker: we'll parallel the appeals process
gavinbaker: but we need to add in timelines to appeal/complain in all cases
gavinbaker: right now there's no timeline -- you can appeal whenever
- BrianRowe H 0 n=Brion@71-32-81-197.tukw.qwest.net purple
- mark007 H 0n=mark007@pool-71-101-200-240.tampfl.dsl-w.veriz Mark
- tannewt H 0 n=scott@gentoo/developer/tannewt Unknown
- ScudmissilH 0 n=Scudmiss@192.195.230.33 Andy
- mllerustadH 0 n=mllerust@c-69-143-179-58.hsd1.va.comcast.net Karen Rustad
- Fear_of_C H 0 n=nick@cpe-66-65-84-36.nyc.res.rr.com gaim
- gavinbakerH 0 n=gavin@c-69-143-179-58.hsd1.va.comcast.net Gavin Baker
- Lam_ H 0 n=Lam@128.227.23.106 Lam
- ryanfaermaH 0 n=ryanfaer@crlspr-69.65.71.237.myacc.net Ryan Faerman
- Omnifrog H 0 n=Omnifrog@c-68-60-206-179.hsd1.tn.comcast.net Omnifrog
- peabo H 0 n=peabo@c-24-147-25-140.hsd1.ma.comcast.net Peter Olson
- K`Tetch H 0n=ktetch@adsl-074-166-105-206.sip.asm.bellsouth. K`Tetch
- rohitj H 0 n=rohitj@203.200.95.130 Rohit Jain
- jli G 0 i=jli@gateway/tor/x-7b93cd0a4a199590 Jli
- [autonomy]H 0 n=autonomy@c-71-232-117-225.hsd1.ma.comcast.net auto
- skyfaller H 0 n=nelson@wikipedia/Skyfaller Nelson Pavlosky
- sahal G 0 i=hobo@outbound.silenceisdefeat.org can't get enough of that sugarcrisp...
- poningru H 0 n=poningru@ip72-209-65-174.ga.at.cox.net Eldo Varghese
- ftobia H 0 n=chatzill@ool-18bb9b30.dyn.optonline.net Frank Tobia
- Ax3 H 0 n=ax4@rada.voodoohosting.com ax4
- paulproteuG 0 i=paulprot@29.145.221.202.bf.2iij.net Asheesh Laroia
- danjared H 0n=danjared@HOW-ABOUT-A-NICE-GAME-OF-CHESS.MIT.ED D. Jared Dominguez
- freeculture End of /WHO list.
gavinbaker: so... RESOLVED?
gavinbaker: +1 from me
gavinbaker: and +1 to gtfo
BrianRowe: +1
peabo: MEGO
gavinbaker: ok, about the timelines
gavinbaker: the timelines should be for the complaint/appeals process for staff
gavinbaker: not for chapters
gavinbaker: because the chapters appeal takes place when the chapter re-registers
gavinbaker: which could happen any time
gavinbaker: actually 'appeal' is a misleading term for the chapter being kicked out
gavinbaker: it's unappealable that you're kicked out, you just ask to be let back in
peabo: reinstatement
gavinbaker: peabo: nicely done
skyfaller: peabo: exactly
gavinbaker: so timeline for appealing your termination/complaining that a new appointment screws you over
skyfaller: OK, now I understand what we are resolving
gavinbaker: i think 14 days makes sense
gavinbaker: that's 14 days to *start* the appeal
gavinbaker: and then the board has a timeline to decide the appeal, e.g. 14 days
gavinbaker: Day 0: I'm fired
gavinbaker: Day 14: Deadline to appeal firing
gavinbaker: Day 28: Deadline for board to resolve appeal
gavinbaker: or: Day 0: Team X is created, which conflicts with Pre-existing Team Y
gavinbaker: Day 14: Deadline for Team Y to complain
gavinbaker: Day 28: Deadline for board to resolve complaint
gavinbaker: I'm not sure the board should be doing this crap, but in the absence of a core team, somebody's gotta do it
gavinbaker: it shouldn't be unilateral by the ED
skyfaller: if the board doesn't like doing this, they can always delegate to the core team
skyfaller: (once we create it in the bylaws)
peabo: there is another conflict scenario where team X and team Y after a while notice they keep stuymbling over each other due to an unaticipated overlap ... but there is also another way to clarify this by rewriting the team tak descriptions
gavinbaker: (or, if we create it in the bylaws, we can just move these responsibilities there)
gavinbaker: peabo: yeah, that's not a slighting, that's just reconfiguring your structures to be more efficient
peabo: tak/task
gavinbaker: this is meant to deal with someone who deals slighted, "they took our jobs" kinda stuff
peabo: yup
skyfaller: deals = feels
gavinbaker: oh, right
skyfaller: alright, can we summarize what we're resolving?
gavinbaker: here's the original text: "The board of directors confirms appointments made by the executive director at the meeting following the appointment."
gavinbaker: instead, it should say: "The Board of Directors may vote, either in an official meeting or via email per the procedures in Article V, Section 1.2.2., to reverse an appointment by the Executive Director within seven days of the appointment."
gavinbaker: "A $person may, within 14 days of an appointment, request the board to review the appointment where there is a conflict with pre-existing appointments. The Board must vote whether to rescind the appointment within 14 days of the request."
gavinbaker: then, repeat all that language, but change "appointment" to "termination"
gavinbaker: not quite done
gavinbaker: in the earlier language about the board creating committees or teams, we also add that the board can dis-establish committees and teams
gavinbaker: and, in the later section on the ED, we specify that the ED can terminate appointments
gavinbaker: that's it, i think
gavinbaker: well, actually
gavinbaker: the text already says the board can terminate people
gavinbaker: but a.) we should make the language consistent, currently it says the board can terminate "other executive positions" (we're using "appointment" elsewhere)
gavinbaker: and b.) we should specify that termination is only for cause
skyfaller: OK, sounds good
gavinbaker: that's it.
gavinbaker: ..i think
skyfaller: but during the buffer period it can be for any reason
gavinbaker: yeah, i mean, that's how the buffer period for chapters works
gavinbaker: i dunno how wise that is, but that's keeping the parallel structure
gavinbaker: i'm not actually sure that termination in the buffer period has an appeals process -- there's only one for removal for cause/by the ED
skyfaller: oh dear
gavinbaker: *sigh*
skyfaller: we probably ought to fix that
gavinbaker: yeah.
gavinbaker: uh, RESOLVED: all that.
gavinbaker: well, who's $person for the complaint process for appointments?
gavinbaker: who is able to lodge a complaint about a new appointment/team/whatever?
skyfaller: I guess anyone who is a member of a chapter, or who volunteers for the org?
gavinbaker: so what's the term for that?
peabo: someone who is materially affected as described in the compalint
peabo: victim
gavinbaker: uh
peabo: :-)
BrianRowe: any member
gavinbaker: but we need to specify that it's someone within the org
gavinbaker:BrianRowe: "member" of what? ;)
skyfaller: but the org doesn't have human membership
skyfaller: its members are chapters
skyfaller: the chapters have members
peabo: team member
skyfaller: but we allow volunteers who are not chapter members
skyfaller: who could be affected by these decisions
peabo: to the extent that people are known to be members of their teams
skyfaller: you call them team members? I guess that makes sense
skyfaller: so chapter members or team members
skyfaller: team members = volunteers?
BrianRowe: chapter members
peabo: the idea that the complainant is effected by what is described in the complaint probably takes care of this
skyfaller:BrianRowe: you misunderstand what I just said, chapter members and team members are two different (but overlapping) categories
skyfaller: we allow people to volunteer who are not members of chapters
skyfaller: so both chapter members and team members should be able to complain
gavinbaker: chapter members and volunteers might be better
skyfaller: yeah, not all volunteers may fall into a team
BrianRowe: why not call them org members as an inclusive group (chapter memebers, team members, volunteers, alummni and employees)
gavinbaker: i'm satisfied with that, if we can RESOLVE it
gavinbaker:BrianRowe: heh, that's a bigger issue
skyfaller:BrianRowe: you don't want to go there
gavinbaker: and since it's only terminology, it's not all that important
skyfaller: RESOLVED: chapter members and volunteers who are affected by the appointment can complain
gavinbaker: +1 from here
skyfaller: (they can complain to the board, who will fix it through this process)
skyfaller: +1
peabo: the board can always make a judgement whether the person complaining has standing to do so
gavinbaker: yeah
BrianRowe: agree with peabo.
gavinbaker: we just need language for the bylaws
gavinbaker: you need some word
gavinbaker: and i prefer "chapter members and volunteers" to "anybody affected"
gavinbaker: is there anything WRONG with "chapter members and volunteers"?
peabo: no
gavinbaker: let's not fix if not broken :D
skyfaller: alright, good enough
skyfaller: move along
gavinbaker: other + or -?
BrianRowe: +
gavinbaker: whee
gavinbaker: so that's done, w00t
gavinbaker: can we finish these last bits?
gavinbaker: next sentence: "The board must stay aware of all major issues and activities at the national level of the Organization."
gavinbaker: comments?
peabo: sounds like a nobrainer even though we can't descibe how to tell tell if it's not (the chapter gets to vote them out)
BrianRowe: logical
gavinbaker: yeah, i dunno how useful this is, but no harm no foul
skyfaller: we resolved that "national" should be excised from this document, though
gavinbaker:skyfaller: so what do we replace that with?
peabo: at the Organizational level
skyfaller: no, just say they're responsible for all major issues and activities within the Organization
skyfaller: that doesn't include the inner operations of the Organization's members, i.e. the chapters
skyfaller: until they become big enough that they affect the Organization as a whole
gavinbaker: i'm fine w/ skyfaller
peabo: ok
skyfaller: ok, so instead "The board must stay aware of all major issues and activities within the Organization"
skyfaller: RESOLVED?
gavinbaker: +1 from me
skyfaller: +1
- klepas (n=klepas@203-206-183-114.perm.iinet.net.au) has joined channel #freeculture
gavinbaker: other + or -?
mllerustad: Cool beans.
skyfaller: alright, let's move on
gavinbaker: last: "The board receives no compensation other than reasonable expenses."
gavinbaker: comments?
gavinbaker: i don't have a problem with the idea, but we can word it better
peabo: what does reasonable mean?
gavinbaker: http://wikimediafoundation.org/wiki/Wikimedia_Foundation_bylaws#Section_9..09Delegation_and_Expenses.
mllerustad: "reasonable suspicion"
gavinbaker: " Trustees may not be compensated for their roles as Trustees. They may be allowed expenses, by resolution of the Board, for attending meetings, if necessary. No Trustee shall be employed or otherwise receive compensation from the Foundation for their duties as Trustees."
peabo: sounds good
gavinbaker: can we swap our language out for wikimedia's?
gavinbaker: skyfaller, mllerustad ?
peabo: does FC.o have an Official Airline ? :-)
gavinbaker: peabo: RFC 1149 Air :D
mllerustad: gavinbaker: Sure.
peabo: I had to look up rfc 1149 :-) :-)
skyfaller: I can't think of any other expenses....
peabo: maybe we can incorporate a reference to that other RFC about unsafe packets
skyfaller: what other expenses would be proper for us to cover for the board?
mllerustad: "for attending meetings" So plane tickets, hotels, bagels, booze, hookers...?
mllerustad: All of the above?
skyfaller: and if we allow "meetings" to include all synchronous communication, does that mean the Board could technically get us to pay for their internet connection or phone bills?
gavinbaker: if the board decided so, i guess
gavinbaker: at the risk of being voted out at the next election
BrianRowe: it works for me.
Log file closed at: 8/8/07 12:00:14 AM
Log file opened at: 8/8/07 12:00:14 AM
gavinbaker: i don't see a problem here. wikimedia says the only time they pay trustees is reimbursement for meeting expenses; that's good enough for me
mllerustad would be more motivated to serve if there were booze and hookers involved
mllerustad: More seriously, Wikimedia's language looks good to me.
skyfaller: OK
skyfaller: let's adopt their language
skyfaller: resolved: steal Wikimedia's language for "reasonable expenses"
paulproteu: +1
BrianRowe: yes + wikimedia language
skyfaller: +1
mllerustad: +1
gavinbaker: +1
gavinbaker: that's the end of the section!
skyfaller: yay!
skyfaller: bedtime?
gavinbaker: and that's also 5 hours.
mllerustad celebrates with booze and hookers.
skyfaller: good godd
peabo: only +44 this time, but long enough
peabo: 44/4
gavinbaker: well, i'm gtfo'ing
gavinbaker: i guess this is progress? :) (?)
mllerustad: Of course!
peabo: gavin do you need a log? if so, I can e-mail it, since you seem to have the magic touch for getting it posted so it formats correctly
gavinbaker: so when do we do this again?
mllerustad: As long as somebody records the resolves and makes the changes.
gavinbaker: peabo: please email it. i think i have a log, but a backup won't hurt
peabo: ok
skyfaller: let's meet again on Thursday
gavinbaker won't come on Thursday
skyfaller: ... how about tomorrow?
peabo: I will be absent Thursday, but I can leave my computer logged in if you want a backup log
skyfaller: peabo: sorry that I've forgotten this, but who are you again? jibot isn't in the channel anymore, otherwise I could ?def you
skyfaller: paulproteus: we really need a new IRC bot
peabo: Peter Olson, associate member Free Software Foundation; amazability.com, no academic affiliation
skyfaller: ah, groovy :)
skyfaller: peabo: could you come tomorrow
skyfaller: ?
peabo: I'm not sure if jibot knows me anyway
peabo: not tomorrow wither, except to be logged in away from keyboard
BrianRowe: i have ingnoite seattle tommorrw night I can read the loggs later though
BrianRowe: ignite
BrianRowe: Night.
peabo: ignite seattle? what do you do?
gavinbaker: bye BrianRowe !
gavinbaker: peabo, clearly he sets things on fire :D
mllerustad: ArsonCon!
skyfaller: tomorrow!
BrianRowe: it is an tech event put on by O'reilly
- BrianRowe has left channel #freeculture
poningru: gavinbaker: did it work yesterday?
poningru: sorry to bail out on you
peabo:skyfaller: I am also one of the managers of the local CopyNight chapter in Cambridge MA
skyfaller: peabo: oh, awesome
gavinbaker: poningru: the MIME type stuff did
mllerustad: Alright, to bed with me.
gavinbaker: but i was having problems with a symlink
mllerustad pokes skyfaller
poningru: lol
peabo: I;ve been working on ressurecting our blog, at cambridgecopynight.blogspot.com
poningru refrains from making a bad joke here
peabo: it went on hiatus for a while
gavinbaker: peabo: i was the the host of CopyNight Gainesville (FL) for a while, jli is the current one
poningru: more like apple cider is
skyfaller: so same time tomorrow? 8pm EDT?
peabo: we should talk about how to get critical mass at local meetings
peabo: my computer will be there (I may show up later in the evening)
skyfaller: peabo: ok :)
- Signoff: mark007 (Read error: 110 (Connection timed out))
gavinbaker: ok, i'm gtfo'ing, for realz
poningru: nn
- gavinbaker has set the topic on channel #freeculture to FreeCulture.org: students for free culture | http://freeculture.org/ | Bug tracker: http://launchpad.net/web/+bugs | In case of downtime: http://fcostatus.wordpress.com/ | Meeting to discuss communication/collaboration tools for FC.o, 2007-08-12 at 5 pm EDT: http://wiki.freeculture.org/2007-08-12 | Bylaws RC2 meeting, Wednesday 2007-08-08 at 8 pm EDT: http://wiki.freeculture.org/Bylaws
Log file closed at: 8/8/07 12:15:41 AM