Archive:2007-08-07/log

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