Re: Minutes of the board meeting of March 13, 2019


On Fri, May 24, 2019 at 10:51 AM Benjamin Berg <benjamin sipsolutions net> wrote:

On Thu, 2019-05-23 at 18:37 -0700, philip chimento gmail com wrote:
> On Thu, May 23, 2019 at 4:55 AM Benjamin Berg <benjamin sipsolutions net> wrote:
> > On Wed, 2019-05-15 at 18:08 -0700, philip chimento gmail com wrote:
> > > On Wed, May 15, 2019 at 1:11 AM Benjamin Berg <benjamin sipsolutions net> wrote:
> > > > On Tue, 2019-05-14 at 22:30 -0700, Philip Chimento via foundation-
> > > > list
> > > > wrote:
> > > > >    * Philip: Everyone please read this, we'll discuss it again in the
> > > > > next meeting. As suggested in Allan's comments, I can split the parts
> > > > > that are more of interest to Foundation members into a wiki page.
> > > >
> > > > Is the proposed policy fully available to foundation members for review
> > > > and/or as a reference at this point in time?
> > >
> > > It's not a policy. It's an informal guideline for the board members,
> > > suggesting what standards the minutes should meet, and a procedure
> > > for approving the minutes of the previous meeting at the start of
> > > each meeting.
> > >
> > > […] The remaining board guideline part is honestly not going to be
> > > very interesting unless you like parliamentary procedure, but will be
> > > put on a wiki page as well when the board members agree on it.
> >
> > And I am very much interested in reviewing those. We had longer
> > discussions in the relevant tickets and so far I had not gotten the
> > impression that the Board has addressed the issue of missing meeting
> > minutes adequately. I do have a real hope that these documents will
> > improve the situation a lot for the future, and I am very much
> > interested in doing a review. Ideally before the Board votes on them.
> Sure, I have pinged people about it to get things moving again. I
> personally am going on vacation tomorrow and will check what the
> progress is when I get back next week. The goal is to put both online
> before the end of the board term.

Thanks. I am looking forward to seeing the actual document(s), as it is
much easier to talk about this once everyone has the full information.

The guidelines that I am proposing to the board to adopt in the future:

> But just to be clear, it's not a policy, and I don't believe the
> board is planning to vote on it. The wiki page is an explanatory wiki
> page which we will be happy to answer questions about, but is not
> going to represent any change from the status quo. The other document
> is basically a guideline for the board saying "approve the previous
> meeting's minutes at the start of each meeting, define a procedure by
> which corrections are to be made, and make sure to delegate the
> publishing of the minutes to someome else if the secretary hasn't
> been able to do it by then." As a fairly minor procedural change to
> the board meetings, it's not something we'd seek review or input on.

To be honest, the above explanation makes the situation more confusing
to me. I simply can't make much sense of it, partially because I cannot
map it to my experiences[1] and partly because it does not answer the
questions that I have about this topic.


[1] I have been involved with various bodies primarily in the
university and student council context. I have also worked on different
bylaws and rules of procedures over the years (and reviewed state law
in Germany). I believe I did learn quite a bit about good practices
during that time even if it will not directly map to an anglo-saxon

To be specific as to why I am struggling. My expectation would be that
approving minutes is a mandatory procedure for the Board. And
introducing such a procedure requires a vote. In contrast you seem to
be handling it purely as a non-binding guideline which seems odd to me.

I will try to explain my understanding. I think it's accurate to say that so far, minutes are approved by unanimous consent, since the directors all have access to the draft minutes before they are published and have the opportunity to comment on them. In the case where something is written incorrectly, the other directors do propose corrections to me. However, in my previous experience on boards of volunteer organizations, just like you I have only encountered organizations where the board formally approved the previous minutes as the first item on the agenda in each meeting. I believe it is good practice for the board to approve the minutes more formally.

It's not my intention to compel all future GNOME Foundation boards to follow this particular guideline that I am currently proposing. For one thing, I expect that we may try out some of the things in this guideline, and find that they don't work in practice, and I'm sure when we discuss it in an upcoming meeting not all of those things can be predicted. I believe that minor procedural changes such as these don't require a vote, as it is up to each year's board to find the system that's most efficient for them, so long as it complies with all applicable laws and regulations. However, I do hope that by documenting best practices and the reasoning behind them, future boards will find it logical to continue them.


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