Re: Minutes of the Board meeting of June, 6th, 2017

[Tobias Mueller]

Hi.

On Fr, 2017-06-16 at 10:47 +0100, Allan wrote:
> It would 
> be good to try and figure out how we can institute the arrangement 
> proposed by the board for future years, though. The difficulty is that 
> we often don't know exactly when the AGM is going to happen, so we 
> can't fix an exact term period for incoming board members.
Hence my suggestion for making a 13 months term.
Then the new board will come in August which makes it more likely to be
after GUADEC.

I don't think it's necessary to know the exact time of GUADEC in
advance.  All is needed is the new directors delegating their vote
until the handover. That's the way it used to work and I think it's
quite good.

Cheers,
  Tobi
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Re: Minutes of the Board meeting of June, 6th, 2017

[Allan]

Tobias Mueller  wrote:
...
 There are two issues here: the practicalities of transitioning 
between

 boards, and what we are required to do by the bylaws.

Sure.  And I'd be surprised if the new board members wouldn't see it
similarly.
But the way the minutes are written makes it sound less distinct and
more like that the old board can decide when the new board starts
coming into power.


I remember the discussion being framed around what we were permitted to 
do by the bylaws, for what it's worth...




 As for the second issue, as far as I can see, the bylaws don't say
 exactly when new board members should take office. (Let me know if
 I've missed something.)

The bylaws say for how long the directors shall hold office, i.e. they
are elected for a certain term.  The duration of the term of the
current board is one year (unless, e.g. no new board has been elected,
or it had been decided to make the term longer; see below).  The
current term started July 2016. It thus ends at the end of June 2017.


There are a few key clauses to consider. 8.3.1:

"Each of the directors shall hold office for one (1) year, or a period 
of up

to two (2) years as determined by the Board and announced prior to an
election being called."

I read this as meaning that the board always has to fix the period of 
office, but maybe I was imagining a comma where there isn't one. :/




  However, there are statements which suggest
 that the AGM is the time. For example, clause 8.2.1 states: "The
 Directors shall fix their number at an annual meeting."

This is not related as it's about changing the number of directors.


Sorry, I misinterpreted that section.

It sounds like we probably will have to hand over voting rights to new 
board members as soon as the election results are announced. It would 
be good to try and figure out how we can institute the arrangement 
proposed by the board for future years, though. The difficulty is that 
we often don't know exactly when the AGM is going to happen, so we 
can't fix an exact term period for incoming board members.


Allan

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Re: Minutes of the Board meeting of June, 6th, 2017

[Tobias Mueller]

Hi.

On Mi, 2017-06-14 at 14:06 +0100, Allan Day wrote:
> There are two issues here: the practicalities of transitioning between
> boards, and what we are required to do by the bylaws.
Sure.  And I'd be surprised if the new board members wouldn't see it
similarly.
But the way the minutes are written makes it sound less distinct and
more like that the old board can decide when the new board starts
coming into power.

> As for the second issue, as far as I can see, the bylaws don't say
> exactly when new board members should take office. (Let me know if
> I've missed something.)
The bylaws say for how long the directors shall hold office, i.e. they
are elected for a certain term.  The duration of the term of the
current board is one year (unless, e.g. no new board has been elected,
or it had been decided to make the term longer; see below).  The
current term started July 2016. It thus ends at the end of June 2017.

>  However, there are statements which suggest
> that the AGM is the time. For example, clause 8.2.1 states: "The
> Directors shall fix their number at an annual meeting."
This is not related as it's about changing the number of directors.


> Looking at this, it seems that we haven't been as clear as we should
> be regarding the length of each term.
Because there is no need to. The provision you cited¹ defines the term
to be one year. Unless it's been decided otherwise for an upcoming
election. As that was not the case, the term is indeed one year.
1: 
https://people.gnome.org/~tobiasmue/bylaws2012/bylaws.html#election-and-term-of-office-of-directors

Cheers,
  Tobi
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Re: Minutes of the Board meeting of June, 6th, 2017

[Allan Day]

Hey Tobi,

There are two issues here: the practicalities of transitioning between
boards, and what we are required to do by the bylaws.

Regarding the first issue, as Andreas said, having a transition period
before incoming board members take over is really useful. That's what
we've done every year except last time, and it is generally agreed
that having the transition period is better. It's also really useful
to have the handover at GUADEC, as the in-person board meeting is a
good opportunity to get new board members up to speed.

As for the second issue, as far as I can see, the bylaws don't say
exactly when new board members should take office. (Let me know if
I've missed something.) However, there are statements which suggest
that the AGM is the time. For example, clause 8.2.1 states: "The
Directors shall fix their number at an annual meeting."

Looking at this, it seems that we haven't been as clear as we should
be regarding the length of each term. The bylaws are clear that we can
pick a period between 1 and 2 years [1], and to my knowledge we've
never explicitly done that. Perhaps it's time to start...

Allan

[1] Clause 8.3.1 states that  "Each of the directors shall hold office
for one (1) year, or a period of up to two (2) years as determined by
the Board and announced prior to an election being called."

On Wed, Jun 14, 2017 at 11:20 AM, Tobias Mueller  wrote:
> Hi.
>
> On Di, 2017-06-13 at 11:48 -0700, Cosimo Cecchi wrote:
>>  * Timeline for new board transition
>>   * Results will be announced this coming Monday 12th, then confirmed next 
>> Monday 19th
>>   * The new board will be in effect after that,
> Strictly speaking the new board will have voting power from 1st of
> July. The last Board came into power on 2016-07-01 and the term is one
> year.
>
> Now, it's probably good practise to enable the old board to wrap up
> their business and do the hand over, i.e. letting them vote on the new
> board's behalf until the handover is done. But it's at the new board
> member's discretion.
>
>>  and until the GUADEC meeting both groups of officers can attend meetings 
>> and calls
>>   * When do we start inviting incoming board members to the calls?
>>* Historically we did the handover at GUADEC, but sounds helpful to have 
>> a time during which board members overlap
>>* The new officers do take over at the AGM according to the bylaws,
> I could not find that in the bylaws.
>
>>  so that sounds like a reasonable time for the handover
>>   * First meeting with new board on call: Tuesday June 20th, but no voting 
>> powers until the in-person meeting at GUADEC, where new officers are elected
> Being able to vote and being an officer is not related.
>
>>* The meetings will be recommended to attend for the newly-elected 
>> members, but we will still hold meetings according to the schedule of the 
>> present board
> This sounds clever, but ultimately, the newly elected board has all
> rights as of first of July.


>
> In the past I suggested that the term should be made 13 months (once),
> because GUADEC tends to be later in the year than it used to. That
> would increase the chances of the old Board doing handover at GUADEC
> before the newly elected Board comes into power.  To make the term one
> month longer, the Board simply needs to make a decision for the
> upcoming elections.
>
> Cheers,
>   Tobi
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Re: Minutes of the Board meeting of June, 6th, 2017

[Andreas Nilsson]

On 2017-06-13 20:48, Cosimo Cecchi wrote:
>
>   * When do we start inviting incoming board members to the calls?
>* Historically we did the handover at GUADEC, but sounds helpful to
> have a time during which board members overlap
>* The new officers do take over at the AGM according to the bylaws,
> so that sounds like a reasonable time for the handover
>   * First meeting with new board on call: Tuesday June 20th, but no
> voting powers until the in-person meeting at GUADEC, where new
> officers are elected
>* The meetings will be recommended to attend for the newly-elected
> members, but we will still hold meetings according to the schedule of
> the present board

If I recall correctly from when I was on the board, new board member was
invited to the calls and board-list as soon as they got elected. But
maybe it hasn't happened the last couple of years.
Anyway, it was really good when I was new on the board, since it took a
while to get the hang of the meeting process, get familiar with the
resources in the wiki etc. and not get information overload at GUADEC,
so great idea!
- Andreas

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Re: Minutes of the Board meeting of June, 6th, 2017

[Tobias Mueller]

Hi.

On Di, 2017-06-13 at 11:48 -0700, Cosimo Cecchi wrote:
>  * Timeline for new board transition
>   * Results will be announced this coming Monday 12th, then confirmed next 
> Monday 19th
>   * The new board will be in effect after that,
Strictly speaking the new board will have voting power from 1st of
July. The last Board came into power on 2016-07-01 and the term is one
year.
Now, it's probably good practise to enable the old board to wrap up
their business and do the hand over, i.e. letting them vote on the new
board's behalf until the handover is done. But it's at the new board
member's discretion.

>  and until the GUADEC meeting both groups of officers can attend meetings and 
> calls
>   * When do we start inviting incoming board members to the calls?
>    * Historically we did the handover at GUADEC, but sounds helpful to have a 
> time during which board members overlap
>    * The new officers do take over at the AGM according to the bylaws,
I could not find that in the bylaws.

>  so that sounds like a reasonable time for the handover
>   * First meeting with new board on call: Tuesday June 20th, but no voting 
> powers until the in-person meeting at GUADEC, where new officers are elected
Being able to vote and being an officer is not related.

>    * The meetings will be recommended to attend for the newly-elected 
> members, but we will still hold meetings according to the schedule of the 
> present board
This sounds clever, but ultimately, the newly elected board has all
rights as of first of July.

In the past I suggested that the term should be made 13 months (once),
because GUADEC tends to be later in the year than it used to. That
would increase the chances of the old Board doing handover at GUADEC
before the newly elected Board comes into power.  To make the term one
month longer, the Board simply needs to make a decision for the
upcoming elections.

Cheers,
  Tobi
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