Efficient board meetings, revised

Ian Jackson ijackson at chiark.greenend.org.uk
Fri Oct 15 12:18:30 UTC 2004

There's been some disagreement recently about the proper conduct of
board meetings, and the role of IRC discussion.  I think the best way
to settle this would be for the board to vote to affirm and update
the `Efficient Board Meetings' resolution from last September, or, if
the board disagrees with me, to explicitly overturn it or replace it
with something else.

So, here is a draft resolution, 2004-10-15.iwj.1, which updates and
revises `Efficient Board Meetings' (2003-09-09.iwj.1).

Significant changes:

 * No more last-minute agenda items.
 * Explicit statement that board members are expected to participate
   in email discussions etc., not just meetings.
 * Some of the language toned down, and various parts rewritten.
 * `Date of next meeting' (section C, para 15 [1]) deleted.  There
   wasn't a volunteer and the date of next meeting bit doesn't seem to
   have been taking all that long recently.

[1] For reasons that are unclear the website copy of 2003-09-09.iwj.1
    has different numbering than my email copy!  I trust that this was
    a mistake somehow.  Section C para 15 is what this was in my email
    copy; on the web it's the final, unnumbered, paragraph.


2004-10-15.iwj.1 Efficient Board Meetings


1.  It is important that board meetings, which require simultaneous
    presence of a quorum of the board, be short.

2.  IRC discussions provide less easily read archives of discussions
    than email archives, and require substantial efforts at redaction
    to produce minutes.

3.  IRC discussions are less accessible to people who are not available
    at the time of the meeting than email.

4.  IRC discussions are more prone to misunderstandings, accidental
    offence, and personality clashes, than email.

5.  On-line board meetings via IRC are a poor medium for
    discussion for the reasons given above.

6.  Board members should give due consideration to proposed decisions,
    and reports, presented to the board.


7.  Discussion at on-line real-time Board meetings of Software in the
    Public Interest shall be limited to the minimum necessary, by the
    specific measures below, and by the active cooperation of the Board
    and others during the meeting.

8.  The Board aims to be able, during the meeting itself, merely to
    approve or decline proposals already worked out in detail in

9.  Issues (other than short fixed routine items such as apologies) for
    consideration by the Board at its next meeting shall be notified to
    the Board, to the Secretary, and if confidentiality is not required
    to the Members, at least 7 days in advance of the relevant Board
    meeting.  Such notification shall include the text of any report to
    the Board, or a draft of any proposed resolution by the Board, as

10. The Secretary shall include on the agenda of the meeting those
    items which were notified in time, as described above.  Items
    arising and notified less than one week ahead of the meeting will
    be postponed until the next subsequent meeting.  However, if the
    Secretary believes that it is necessary to consider an item
    immediately, for example because it is urgent, it may still appear
    on the agenda with less than 7 days' notice.

11. During the 7 days prior to the meeting, Board members shall
    consider and discuss the agenda items as notified.  Just as Board
    members should attend Board meetings, as part of their duties as a
    Board member they have a responsibility to participate actively in
    the Board's email deliberations.  A board member who wishes to
    raise an issue regarding an agenda item should do so as soon as
    possible, and in any case aim to do so within 48 hours of the

12. Where a formal report is to be made to the Board, but no specific
    resolution is envisaged, the usual formal action to be taken by
    the Board during the meeting will be to vote whether to accept the
    report.  The person making the report should avoid elaborating on
    the report during the meeting; any questions or updates should
    have been dealt with by email during the preceding week.

13. The meeting chair shall be responsible for enforcing the rules

14. The above rules may in any case be deviated from in case of
    necessity, such as external deadlines, emergencies etc.


15. Guests will not be asked to state their name during the meeting.
    Instead, the Secretary shall start logging the channel 15 minutes
    before the meeting, and guests will be asked to state their name
    during that period, or when they arrive if they arrive later.


16. This resolution supercedes and replaces 2003-09-01.iwj.1
    `Efficient Board Meetings'.


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