Efficient board meetings, revised

[David Graham - SPI Secretary]

On Fri, 15 Oct 2004, Ian Jackson wrote:
> 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.

While the by-laws allow the board to outline procedures for our meetings,
I do not think that the rules from 2004-10-15.iwj.1 are at all beneficial
to the efficiency of our board meetings.

> 2004-10-15.iwj.1 Efficient Board Meetings
>
> A. WHEREAS

I agree with none of your preambles, with the possible exception of number
six.

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

No it isn't. It's important that they be effective.

I would rather have a two hour meeting in which a correct, thought out
decision is made than a twenty minute meeting where we vote on unpolished
work or without considering issues, including last minute issues.

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

No they don't. A typical SPI BoD IRC meeting that takes an hour results in
about 300 lines of logs, half of which is substantial. This email alone
will be roughly the size of an entire meeting's IRC log.

IRC logs, especially when read against a meeting's agenda are easy to
parse into the discussions that took place, and provide an accurate and
candidate representation of the views of those present.

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

Logs are distributed. Meetings are scheduled around when board members can
attend. Some resolution discussion takes place privately on the board
mailing list and is not even as open a process as the IRC meetings.

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

IRC discussions are an effective, efficient way to conduct meetings
provided the chairman of the meeting enforces procedural rules, such as
not allowing digression, a far bigger enemy than topical discussion. OFTC,
for for one, uses weekly IRC-based meetings to great effect and has so
since the day it was founded, for internal administrative purposes. Nearly
all discussion takes place at these meetings, which have ranged in length
from 2 minutes to 3 hours.

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

IRC meetings are an excellent means of discussion, being similar to a
telephone conference call with a written record automatically kept, where
people cannot speak over eachother and everyone's voice is heard.

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

Yes, and all board members should participate between meetings, other than
to write or enforce rules which prevent meeting participation beyond
voting.

> B. IT IS RESOLVED THAT
>
> 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.

The minimum necessary is the discussion needed to get through any issues
we have outstanding. This is what we would do with or without this
resolution.

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

Help with that and it will happen, with or without this resolution.
Resolutions are often posted days or weeks in advance and no replies are
received until 3 hours before the meeting.

If you are not part of the solution, you are part of the problem.

> 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
>     relevant.

A 7 day minimum restriction means some issues, even if urgent, may go 5
weeks without being voted on.

> 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.

All items can and should be put on the agenda. The board has the right to
defer any issue for further consideration.

> 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
>     notification.

You're the longest-serving board member in the history of SPI and this
resolution is the first time in many months where I have seen you do this.

The only thing stopping inter-meeting discussion of resolutions is board
members not participating, and this resolution won't change that. People
have to choose to participate in order to do so.

> 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.

Ah yes, the sucks-to-be-you clause.

As I said above if we cannot reach a resolution during the meeting, a
final decision can be deferred. But I think it is incumbent upon us as a
board upon which many projects depend, to resolve any issues we have as
quickly and as efficiently as possible.

Asking a question for clarification in a report is no reason to defer it
for a month, nor is it reason to force closure and vote immediately.

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

The meeting chair is already responsible for enforcing decorum and
administering the meeting in an efficient manner.

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

In other words:

These rules apply as long as they apply and if they don't apply well they
won't apply because we don't need them to apply unless they apply, but if
they do apply they do apply provided there are no reasons for them not to
apply.

> C. IT IS FURTHER RESOLVED THAT
>
> 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.

The practice of having guests state their name to the channel has been
abolished independant of this resolution in favour of the secretary
receiving the list over the course of the meeting by private messages.

Following the suggestion of a member, future minutes will include both the
name and the on-line handle of all present, in the interests of
understanding logs.

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

I'd keep this clause.

Thus my version of this resolution would read:

"The board resolves that resolution 2003-09-01.iwj.1 is stricken from the
books."

---
David Graham, SPI Secretary
cdlu at spi-inc.org   D5F45889