Policy register

This is a draft of a new or in-progress document, and is likely to have a few people specifically working on it. You may wish to check in on the discussion page to see what the purpose of the document is and who's working on it; then feel free to give this article love and attention if have extra of those things.

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Ends

Requires board discussion

Board

Structure, function and number

The board will consist of members elected by core volunteers and other people appointed by the board to represent interests and skills we consider desirable. There will also be one liaison each from collective and noncollective staff. 2011 governance proposal, approved by board 4/2011

Number of Directors

The board sets its number of seats to seven. [Board minutes, 13 April 2011] Related to Bylaws 1.3, section 2, which states that the board shall fix its number from time to time by resolution.

The Board will strive for a minimum of eight Directors at all times. [Approved online 11/3/2011, proposal here http://lists.freegeek.org/pipermail/council/2011-October/003322.html]

Directors' responsibilities

Pull from New Director Agreement

How do we want to phrase these? “As described on wiki”, with date?

Officers

Board Chair

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The chair of the board will enable continuity and efficiency in the board's operation. These tasks may be delegated, but it is the chair's responsibility to make sure that they are completed. This role is in the bylaws; the chair should be familiar with the description therein and other legal responsibilities described in the Oregon Nonprofit Corporation Act.

• Ensure board meeting facilitation. The chair does not have to facilitate the meetings, but must make sure that meetings are facilitated appropriately. This may involve facilitation, cofacilitation, training other board members in facilitation, recruiting volunteer facilitators, or even bringing in outside skilled facilitators for potentially difficult discussions.
• Ensure preparedness for meetings. Make sure that materials for meetings are available ahead of time, there are people prepared to present for each item.
• Agenda calendar planning. The chair will make sure that the board's meetings are planned ahead of time, creating and maintaining a calendar (approved by the board) that includes all necessary reports and policy reviews.
• Make sure that important issues are not dropped. This may entail keeping a record of items deferred to later meetings or scheduled checkins.
• Ensure board follows its own rules.
• Occasionally represent the organization to the outside.
• Oversee and manage board training. Help board members find necessary information, arrange for training, etc.

Board Secretary

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The board secretary is an important role for ensuring the organization's transparency and accessibility, as well as the effectiveness of the board. This role is in the bylaws; the secretary should be familiar with the description therein and other legal responsibilities described in the Oregon Nonprofit Corporation Act.

• Ensure accessibility of archives. The board's archives need to include all minutes and ancillary materials necessary to make the board's decisions understandable. They need to be complete and readable, and easily available to all board members.
• Policy maintenance. Policy decisions of the board need to be organized in such a way that they are easily referenced by anyone in the organization, and so that they can be evaluated and updated as needed.
• Make sure board agenda & meeting materials are produced in a timely way. The agenda and supporting materials (proposals, reports, etc.) need to be prepared and distributed in advance of meetings.
• Ensure the production of minutes for the board and committees of the board. The secretary does not need to take all minutes, but must make sure that minutes are taken (both for the board as a whole and for committees of the board), up to standards, and archived appropriately.
• Create and deliver notices as required by bylaws. This includes notice of a special meeting and notice of potential bylaw amendments.
• Moderate board-related email lists, including the directors list and the board-announce list, or delegate the task.
• Maintain and distribute a board directory, including contact information for the staff liaisons.
• Maintain board handbook.
• Authenticate the records of Free Geek as duly authorized or required.

Board Treasurer

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The treasurer helps the rest of the board fulfill their obligation to the organization's fiscal responsibility, and is the most directly engaged in the organization's finances. The individual in this position must have some financial expertise. This role is in the bylaws; the treasurer should be familiar with the description therein and other legal responsibilities described in the Oregon Nonprofit Corporation Act.

• Evaluate financial processes and standards of the organization.
• Ensure development and board review of financial policies and procedures.
• Review all important financial documents. This may include annual budgets, charts of accounts, cash flow projections, statements of functional expenses, statements of activities, and statements of financial position. The treasurer will ensure that reports on the financial state of the organization are understandable to the rest of the board.

Board seats

fill in with approved descriptions)

Director for Process

The Director for Process seat exists because not everyone is familiar with democratic decisionmaking. Inspired largely by philosophies of the Free and Open Source Software movement, Free Geek relies on open and transparent collaboration to keep itself honest in its business practices, and making the fullest use of broad contributions from across the organizational culture to advance the common good.

• Demonstrate relevant experience in democratic decision making. Ideally, the director will be able to enrich and broaden our capacity with experiences from outside Free Geek's culture. Will help establish and encourage appropriate levels of procedural formality in board operations as Free Geek continues to grow, in order to assist the board in making the fullest use of broad contributions from across the organization and its community.

• Teach and oversee trainings of facilitation and groupwork skills, especially for the board and its liaisons, but also provide procedural guidance for others developing and maintaining Free Geek's governance at all levels. With important policy and strategy decisions on the line, competence is important, but we cannot assume that all board members have experience in democratic decision-making. This position will take responsibility for keeping forward momentum in internal education, professional development and skill building.

• Pay attention to the intra-organizational connections that connect groups within the whole. The best in-group process will be worth nothing, if not informed by and communicated with the rest of the organization. The director will evaluate the channels of communication and draw helpful attention to ones that are insufficient or dysfunctional.

• Assist with planning and carrying out the Town hall meeting. This organizational forum is a key piece of our governance and requires skill and dedication in carrying it out.

Scope of board activity

Needs some mention of creating and maintaining strategic plan

The division of authority between the board and the staff is envisioned as a division between strategic and operational realms, with the board being in charge of strategic decision making and the staff in charge of operational decisions. 2011 governance proposal, adopted by board April 2011

The board will develop clear guidelines and procedures for their operations, and policies regarding board discipline. 2011 governance proposal, adopted by board April 2011

Relating to staff decisions

Restate as policy:

“Board should be involved in *policy & procedure* issues related to HR/discipline; but board does NOT want to be involved in individual personnel decisions (for example, as last point of appeals).” [Board minutes, special meeting, 25 July 2011]

Exception for arbitration

Restate as policy:

“The union contract requires a final arbitrator for discipline issues. The board has made it clear in the past that they are not to be that arbitrator. However, for both the collective and non-collective staff, the board can appoint someone to be an arbitrator as the last stage in the discipline process. The board agrees to this.” [[Draft] Board Meeting Minutes, 14 Sept 2011]

Conflicts of Interest

The Board, and each Director, are committed to observing the Conflicts of Interest rules set out in Bylaws Article III Section 12, and the Conflicts of Interest policy adopted in 2008, which is found here: http://wiki.freegeek.org/index.php/Conflict_of_Interest_Policy. [Approved online 11/3/2011, proposal here http://lists.freegeek.org/pipermail/council/2011-October/003322.html]

Board meetings

Timing and period of board meetings

We will meet monthly. [Board minutes, 13 April 2011]

Board meetings will be on Second Weds. of each month, at 6:15PM. [DRAFT Board Meeting Minutes, 8 June 2011]

Agenda planning and role of facilitator

Policy needed

“nothing was put on the agenda in advance; this makes it hard to know what will happen. this was true of the last 2 meetings. facilitator should be on top of prodding people for items and posting at least the standard agenda.” [DRAFT Council minutes, 16 March 2011]

Notice of meetings

The board will give advance notice of all board meetings to the Board’s public e-mail list. The staff Board liaisons and Volunteer Representative Directors will be responsible for making sure that staff and volunteers are aware of the meeting and agenda, and will act as a channel for concerns. [Approved online 11/3/2011, proposal here http://lists.freegeek.org/pipermail/council/2011-October/003322.html]

Meeting ground rules

Policy needed:

“Ground rules: Anne explained that this is a board meeting and the board will need to be heard first; the decisions at this meeting are those of the board.” [Board minutes, 13 April 2011]

Suggested wording to replace above. Ideath 05:51, 27 November 2011 (UTC)

Board meetings are open to the public, and especially volunteers. The facilitator is responsible for making sure that the presence of these guests is used constructively and does not interfere with the work of the board; guests may be asked to limit their participation.

Question from 12 Oct 2011: does the following apply only during union neg'ns? Or is this ongoing policy?

“Legal considerations for the following discussions: Non-collective staff will have to leave the room if we start to talk about how staff will be managed. However, we can talk about how management is structured. Also, if we talk about committees, we need to be aware that committees cannot be comprised of both management and non-management, unless they are merely advisory.” [Board minutes, 13 April 2011]

Executive sessions

Policy needed.

Board communications

General board contact

Suggested wording Ideath 05:51, 27 November 2011 (UTC)

The Secretary will maintain and distribute a board contact list, including contact information for the staff liaisons.

Members who will be out of email range for more than a few days should alert the board list in advance. board, 7/2006

Mailing lists

Needs restatement as policy.

“The three we settled on are a discussion list, an executive session list, and an announcement list. We have consensus on the structure; all that is left is the technical implementation.” [[Draft] Board Meeting Minutes, 14 Sept 2011]

Suggested wording to replace above. Ideath 05:51, 27 November 2011 (UTC)

For purposes of transparency, the board will maintain three email communication channels:

• A discussion list, open to Free Geek community and with open archives, for most of the board's email traffic.
• An executive list, open to only current board members, for sensitive board business that requires an executive session.
• An announcement list, to be maintained by the secretary or the secretary's delegate(s), for posting agendas, minutes, proposals, and event announcements.

Board members will subscribe to both the discussion and executive lists.

Minutes

Suggested wording Ideath 05:51, 27 November 2011 (UTC)

Draft board meeting minutes will be sent to the board-announce and board-discuss lists within 48 hours of a meeting. Corrections should be posted promptly.

Minutes will be approved at the next meeting, and the final draft posted to the minutes list.

Policy needed around minutes for executive sessions.

Email decisions

Should be restated as policy.

“Issues come up often enough that quarterly board meetings need to be supplemented by other communication/decision process. Seamus requested board adopt a clear process to make communication/decisions by email effective and efficient. FG Board members are expected to do email. Process should make clear participation by all is desired, and that silence may be misinterpreted so all members should make concerted effort to participate. Members who will be out of email range for more than a few days should alert the board list in advance. It is useful for the person doing the proposing to summarize and consolidate discussion points as the discussion moves forward.

The board has a limited set of members and its decisions may be legally or financially critical for the organization.” [From http://lists.freegeek.org/pipermail/directors/2006-July/000848.html, approved by board July 2006]

Suggested wording to replace above. Ideath 05:51, 27 November 2011 (UTC)

The board may decide to make some decisions via email. This process requires the explicit and timely participation of every board member.

Email decisions will be reported and affirmed at the next board meeting, and included in that meeting's minutes with a link to the final decision email.

Town Hall Meetings

At least once annually, the board will arrange for a Town Hall Meeting, a "large, structured, facilitated event for volunteers, staff, and board to fulfill the following functions:

• elect core volunteer board seats
• increase FG volunteer community's familiarity with board members and function, other volunteers, staff
• involved in the vision generation piece of strategic planning.

Both candidates to represent core volunteers and those eligible to participate in selecting them will be core volunteers. 2011 governance proposal, approved by board 4/2011

'Core volunteers' will be defined as persons who have volunteered for at least 30 hours within the last year. Council meeting, 4/2011

The board will be responsible for seeing that this event is appropriately planned and that community input generated at these meetings is integrated into the organization's plans for the future. 2011 governance proposal, approved by board 4/2011

Staff

Staff structure and authority

Policy wording needed: Board grants to collective powers of hiring, firing, and discipline. (since long time!)

Temporary authority granted to “Department point people”

Needs clarification and statement as policy. Also, temporariness needs clarity of end date or condition.

“The board requires that department point people exercise "line manager" duties. (Discussion of "line manager" vs. supervisor. Generally, line manager a person who makes all decisions about the department.) The collective is directed to develop and recommend to the board the details of implementation, including the exact scope of the line managers' authority and to whom they will be accountable. The board will decide what to do with the collective's recommendation. It is important to note that the board has the ultimate authority to direct management. [Board minutes, 13 April 2011]

Staff compensation

Severance pay

The board's priorities are better pay for current staff and the ongoing viability of the organization. We do not find it appropriate to provide financial rewards to outgoing staff. [DRAFT Board Meeting Minutes, 8 June 2011]

Collective-board liaison

The Free Geek Collective ceased to exist on February 28, 2013. For information on current staff, please go to Staff. For detailed information about the re-organization of Free Geek's management structure, please go to 2013_Restructuring_Documents.

The collective must select one of their number to act as the collective-board liaison, in order to provide a line of communication between the two bodies. The liaison should have paid time provided in their schedule to fulfill this role.

Responsibilities of the liaison:

• Attend board meetings or send an informed, prepared substitute
• Help board members to communicate with the collective, and vice versa, and help board members figure out who on staff to talk to for research and assistance. Track board requests for information and make sure that they are not lost. Help board understand staff limitations and capacity.
• Prepare a report for each board meeting, detailing
  • Major HR issues e.g. hiring/firing/discipline
  • Current reports from staff departments
  • Collective ideas and concerns concerning the collective and its members
  • Collective ideas and concerns dealing with the organization as a whole
  • Financial info, including quarterly budget (this does not mean that the liaison has to prepare the budget, but they should be informed about it and make sure that it is delivered)
  • Other info as requested by board
• Pass on requests for board designees as a result of discipline or grievance procedures, liaise with the appointed designee and communicate their decisions.

Non-collective-board liaison

Needs to be written