Council 2005 04

April 20, 2005

Facilitator: Dave
Scribe: Martin
Beer Run: revphil
Place: Free Geek meeting room
Previous Meeting Minutes

Attendance

cayman, barry, missy, nathan, sheawn, matt, clout, mnr, oso, wes, laurel, bill, bob, revphil, jeff, clint, michael, richard, martin (scribe), dave (facilitator)

Commitments from Previous Meeting

phil, flex car: they are weenies and won't give us a special deal on their car. continuing.
michael (phil), envada isp: carry-over
martin, tantalum wiki: carry-over
wesley (martin), blind/vi distro: continuing

Reports from Other Meetings

staff completely forgot to report this month.
action: vehicle pickups is troublesome and hasn't really been worked out, except to have a staff member drive and be on insurance.

Old Business

Board_of_Directors

freegeek is bound by law to have a BOD, and the current bylaws states that the BOD is financially and legally responsible for all fo freegeek's actions.

mnr - on the board for the last 3 years. drafted the main proposal on the wiki. the BOD has ultimate power over freegeek, and isn't mandated to be consensus driven. this is contrary to the general way freegeek works. we need to redesign the BOD's structure to both fit in with how freegeek

works (be responsive to the council).

richard: make sure the BOD is answerable to the council. there can be many different kinds of BODs - advisory, in charge, fund raising. BOD originally helped start freegeek. the board also helps bring useful people into freegeek without having to put them completely into the chaos of our operations. a lawyer would be nice, too. important not to let the BOD have the "keys to the company". change main board (and maybe bylaws) to be something that pays attention mostly to the finances and legality of freegeek, then add another board, an "advisory board", that will have more members that won't be legally liable or have final say in decisions we make, but will be an important source of advice for us. to have accountability, the legal board would be council elected (or nominated), and the advisory board could be self-appointed.
dave: mnr's proposal would encourage a diverse board, which is important to bring in good advice.
wes: concerned that board members won't make decisions good for the organization, and then will stock the council with their friends to make sure they get voted in.
dave: the majority of decisions wouldn't be made by the legal board in.
oso: funder-appointed board members would introduce a conflict of interest, and those board members would no longer be allowed to advocate for us within their organization.
mnr: giving funders the option of doing so means they are not forced into it if doing so presents to them a conflict.
nathan: can we tailor the council to be the board?
oso: financial responsibility opens up everyone on the BOD to being sued on anything. we don't have board insurance, as we had a lawyer on the board before. it's not that expensive, tho. advisory board wouldn't be suable.
mnr: how do we get people onto the board? yearly elections. everyone is allowed to apply. council and board would decide together on who would be in.
shawn: auto-in for applicants who apply uncontested sounds scary - can't we rely on the smartness of council and board together?
mnr: some structure to ensure that would be nice.
revphil: they've stepped in to solve a number of big and small problems, but do we need to get on - 20 more minutes?
jeff: i see the difference as being that the small legal board can be more closely tied to the workings of freegeek, allowing an unlimited advisory board.
mnr: a small board can more easily come to decisions you don't like. with a larger board, especially consensus driven, that becomes less likely.
laurel: legal board separate from advisory board doesn't necessarily mean the legal board has to be small. it is small in function, mostly.
wes: low-income people are not being represented on the board.
mnr: only a single corporate position - not all will be wealthy businesspeople.
mnr: people don't always have enough time to be on advisory board and council and the legal board.
laurel: the advisory board would provide the place for people without enough time to add input.
mnr: we want outside expertise. the BOD as it stands doesn't *just* control everything - it also acts as an advisory board. if we add in extra hoops for people to jump through to be on the legal board, we won't be able to get them.
michael: we need an outside perspective.
revphil: mnr - what issues do you have against the advisory board?
mnr: i'm not prepared to answer.
barry: everybody in the room rocks, but we need outside points of view to encourage growth.
dave: outside influence isn't barred by either proposal. the advisory board would just separate that out of the decision-making body.
jeff: we need to focus on
oso: strawpoll? 12 - advisory, 1 - all-in-one
dave: i don't twinkle
laurel: come up with a creative solution to this.

TABLED to the next meeting.

VBC

long-term proposal to work with them next year. go there this year and have fun! think about what we want from a vbc.

FreeGeek Space Usage

dave: transparency for space usage decisions.
revphil: how do things happen?
laurel: oso dreams of things and they happen.
dave: some things happen by accident
wes: the classroom is unused
oso: two ways things happen: unfunded stuff that happens when it happens and we sort of fake it. funded stuff happens by oso work and planning. for future funded stuff, we need to write a grant, and that needs to be done with a group sitting down and working on things. get space management to happen
martin: does council really need input at every step. how about a small group every time a decision needs to be made, with open invitations to core and council.
jeff: space usage is important to everyone, make sure they're involved.
richard: transparency is important, council involvement is cumbersome. council should discuss space-use priorities, but not details. then transparency needs to happen elsewhere.
shawn: give action committee space usage detail rights, make the meetings open and advertised.
nathan: previous decisions have had effort put into them being transparent, and they should continue to be.
bob: things here are fluid, and the decisions should be made to make things more portable/mobile/modular.
wes: suggestion box?

core? council?

proposal A: space managed by people using them
proposal B: group design process as part of grant development
proposal C: create a transparent process fro ongoing space design, possibly by making action open to interested folx
proposal D: design with flexibility in mind

richard: where is council's involvement.
oso: providing priorities and making sure things are transparent.

Future Commitments

phil, flex car: they are weenies and won't give us a special deal on their car. continuing.
michael (phil), envada isp: carry-over
martin, tantalum wiki: carry-over
wesley (martin), blind/vi distro: continuing
ALL: frequent the wiki and discuss the board and space usage issues.

Next Meeting

Facilitator: Jon
Scribe: Laurel
Date and time: 2005-05-18