Resolution 2007-02-15.jrk.1: Openness of Board Discussions

[Jimmy Kaplowitz]

I propose the below resolution for a board vote at the March meeting,
since I have been told by the secretary that it is too late for a vote
at the February meeting. I apologize for its verboseness, but all of it
seems necessary to achieve its intended purpose. Improvements are
welcome.

--- begin resolution ---

Resolution 2007-02-15.jrk.1: Openness of SPI Decisionmaking

WHEREAS:

1. It is important that SPI contributing members be aware of the reasons
behind SPI board decisions;

2. SPI values transparency and wishes to maximize the ability of its
contributing members to oversee the performance of the board and
individual directors, and the ability of the general public to be aware
of SPI's activities;

3. Despite the foregoing, there are sometimes needs for information or
emails to remain confidential to the board or to the contributing
membership;

The SPI Board RESOLVES that:

1. The SPI board and officers shall conduct their important email
discussions on the spi-general mailing list whenever applicable
confidentiality expectations and requirements allow the general public
(including search engine indexes) to be privy to the discussion. All
board members are expected to read the spi-general mailing list. This
paragraph does not prohibit cross-posting mails to other SPI or non-SPI
lists or individual recipients in addition to spi-general.

2. The SPI board and officers shall conduct their important email
discussions on the spi-private list whenever paragraph 1 does not apply
and applicable confidentiality expectations and requirements allow all
SPI contributing members to be privy to the discussion. All board
members are expected to read the spi-private mailing list. This
paragraph does not prohibit cross-posting mails to other SPI or non-SPI
lists or individual recipients in addition to spi-private, except that
lists or individual recipients may only receive such mails as it is
acceptable for them to be privy to.

3. The SPI board and officers shall conduct their important email
discussions on the spi-board list (or the equivalent board email alias)
whenever paragraphs 1 and 2 do not apply. All board members are expected
to read the spi-board mailing list. This paragraph does not prohibit
cross-posting mails to other SPI or non-SPI lists or individual
recipients in addition to spi-board, except that lists or individual
recipients may only receive such mails as it is acceptable for them to
be privy to.

4. Throughout this resolution, "important email discussions" are those
which are likely to directly lead to a board resolution or other vote,
in which the general public or all contributing members should
reasonably have a say, which are relevant to the ability of contributing
members to oversee the performance of the board and individual
directors, in which the input of the general public or all contributing
members would reasonably be useful, or which would serve some other
useful purpose by being open to the general public or all contributing
members.

5. In cases where the topic of an important email discussion has already
been sufficiently discussed with the general public or with the
contributing membership that further discussion at that level of
openness would cause significant repetition of past, at least as public
discussions without providing any substantially new input, it is
acceptable for a lower level of openness to be used for any remaining
discussion on that topic. This in no way limits the applicability of
paragraph 6 to such situations.

6. Whenever the contributing members are not privy to the reasoning
behind a board decision or vote, and a request for an explanation is
received by the secretary from a contributing member, an explanation
shall be provided by either the secretary or another willing person who
is privy to the reasoning. This explanation shall be detailed enough so
that the contributing members can understand the reasons behind the
vote, except that in no case shall it breach any applicable
confidentiality expectations or requirements. Any quotes or opinions
attributed to specific people or organizations need to be reviewed by
those people or organizations, not only to avoid breaches of
confidentiality but also to ensure those quotes and opinions are
reflected accurately and with any necessary context. Board members are
requested not to withhold their accurately represented opinions from
this explanation without a very good and exceptional reason, such as a
use of otherwise confidential information as a necessary basis for the
opinion.

7. Whenever possible, the explanation required by paragraph 6 shall be
presented publically to a board meeting in a version suitably
non-confidential for the general public, approved by the board at the
board meeting, and appended to that meeting's minutes in the same manner
as an officer's report. Whenever this is not possible or more detail can
usefully be shared with the contributing membership without breaching
confidentiality, a version of the explanation with a level of
confidentiality suitable for contributing members shall be emailed to
the spi-private mailing list and approved at a board meeting without
the text of it being presented to the general public.

8. The secretary shall email the spi-announce mailing list with the text
of resolutions and meeting minutes approved by the board, in addition to
posting them on the SPI website.

--- end resolution ---

- Jimmy Kaplowitz
jimmy at spi-inc.org