Board Minutes for 30th January 2013

Wednesday, 30 January, 2013 - 20:00
Attending: 
Stephen Ogden (SO) - chairing
Andrew Robinson (AR)
Finlay Archibald (FA)
Ed Geraghty (EG)
Phil Hunt (PH)
Peter Brett (PB)
Will Tovey (WT) - arrived after 27m

Status of quorum

Quorate from 20:27

Decisions taken since last meeting

Votes on ML

  • 1) The Board accepts the resignations of the NEC. (Y/N/A) Yes: 1 / No: 6 / Abstain: 0
    • [ if yes: 1a) The Board does not accept Leanne's resignation. (Y/N/A)] Yes: 6 / No: 1 / Abstain: 0
  • 2) If the Board has not accepted the resignations, the Board will form a disciplinary committee to investigate and prepare a report on the BPI / Pirate Proxy events before taking further action. (Y/N/A) Yes: 0 / No: 7 / Abstain: 0
    • [if no: 2a) The Board will form a disciplinary committee who will investigate and prepare a report on the BPI / Pirate Proxy events as soon as practical. (Y/N/A) ] Yes: 5 / No: 1 / Abstain: 1
  • 3) If the Board has not accepted the NEC resignations, the Board issues a statement informing members of the NEC's offer of resignation, noting that the Board has refused the resignations. Also noting that any members not happy with this can notify the Board if they wish the NEC to be subject to a VONC. If 10% of members respond in this way the Board will initiate a VONC. (Y/N/A) Yes: 6 / No: 0 / Abstain: 1
  • Counter Motion) We, as the board, accept the NEC's resignation and trigger a vote to hold a full re-election. We ask the incumbent NEC to re-stand. (Y/N/A) Yes: 1 / No: 6 / A: 0

Resignation

Board Chair Ed Geraghty resigned as Chair (remaining as a Governor) with the following statement:

I would like to make sure that my dissenting vote on the matter of the NEC's offered resignations is recorded.

Whilst I do not agree with the Board's decision, I accept it but want to make my reasons clear.

I agree that the NEC should, and does, have the confidence of the Board (as well as mine personally, both as a member and as a Governor) over the actions triggering this offer of resignation - this is not under question.

Where I disagree, however, is that I believe we should have allowed the membership to renew the NEC's mandate based on what has happened; I believe it would be more reassuring for the NEC as individuals to have the confirmation in a full election and I believe that it would allow the Party as a whole to shore up its position in the face of recent events.

As we head into 2013, in the run up to European Elections and in the wake of events, there has been and will continue to be renewed media scrutiny over the Party, hopefully coinciding with an increased number of members and an increase in our efficacy in pushing our positions to the wider public. I had hoped that this could come on the back of a resounding endorsement of our current NEC from the membership.

I also believe that the only option now left to the membership of a VONC (were one to be called) is a wholly negative, confrontational, "nuclear" option quite far removed from what could have been a positive endorsement of the NEC.

I am honestly disappointed by this and think that this was a possibility to make a long-term positive statement; a possibility which was missed. I think that on the back of this, this is a good time for me to stand down from my position of Chair and request that next meeting the Board elects a new Chair.

Actions from the Emergency Meeting

  • AP WT: submit some motions to ML - DONE

Actions from the last ordinary meeting

  • AP: JA to speak to Gav about active contracts with the party. Passed to EG
  • AP: WT to draft and circulate an email to be sent to the NEC over incorporating the Party. Picked up in item 4
  • AP: SO to discuss with PC announcing resignations to members DONE
  • AP: SO to push A-D to stage 3. DONE
  • AP: PB to provide wording for proposed amendment G to mailing list vote ASAP. DONE
  • AP: SO communicate with GM - DONE
    • SO spoke to Gavin about this and he feels this isn't necessary. GM noted he would be happy to accept a deputy if they were prepared to do the full work of a deputy treasurer, but didn't need an emergency additional signatory. He noted the outgoing Secretary was still a named signatory should an emergency arise in the near future.
  • AP: SO arrange doodle for January meeting. Not on 2nd. DONE

Elect a new Board Chair

Nominations for Chair: SO nominated by PB;

PB nominated by SO.

SO stood down as Board Deputy Chair, conditional on being elected.

Vote for Chair:

  • SO: PH, PB, AR, FA.
  • PB: SO.
  • Abstain: WT, EG.

SO is elected as Chair, and stands down as deputy Chair

Nominations for Deputy Chair: AR nominated by PB.

Vote for Deputy Chair:

  • AR: PH, PB, SO, FA, WT.
  • Abstain: EG, AR.

AR is elected as deputy Chair

Update CoP to cover votes by email

Motion to make Amendment 1 listed below.

Amendment 1: In the CoP, immediately before "Governor Resignations", add the following section: "Decisions made on Mailing List Binding decisions may be made by Governors outside Board Meetings through the Mailing List. For a decision to be made through this process, it must be emailed to the List and clearly labelled as requiring a vote. Votes are decided by a plurality of total Governors, more votes for that option than any other option (other than abstentions). Votes not cast do not count as abstentions. A vote is taken to have passed when it cannot fail and failed when it cannot pass. A vote will end 7 full days after it was proposed, and if it has not passed by this time, it will faill." Examples:

 So with 12 Governors on the Board how do the following votes turn out?
 Yes/No/Abstain
 7/5/0 (passes as soon as 7th "Yes" vote submitted, as majority of total Governors)
 1/0/11 (passes as soon as 12th vote submitted as cannot be defeated)
 5/0/3 (passes - as soon as 8th vote submitted as remaining votes cannot defeat)
 0/1/11 (fails - as soon as 12th vote submitted as cannot be won)
 2/2/5 (stalemate, so fails ater 7 days)
??  3/2/5 (fails after 7 days - the missing 2 votes do not count as abstentions) ??
 6/0/0 (fails after 7 days - as a plurality of total Governors has not been reached, and the missing 6 votes do not count as abstentions)

Vote: Adopt proposed amendment to CoP. http://www.pirateparty.org.uk/wiki/Board_of_Governors#Code_of_Practice

Vote passed unanimously. AP FA: to amend CoP accordingly

Board plans and priorities

A discussion about that plans and priorities the Board should have, and in what areas it is or is not appropriate for the Board to have such plans. Especially with regards to the perception that the small NEC disproportionally does more than the large Board. Noted that the size of the two elected bodies doesn't reflect the size of their respective remits. NEC has a larger remit which accounts for the greater work load.

EG: Board members should not necessarily be mandated to spend time outside of "the Board's duties", however it is clear that something needs to change with the current Board's set-up. It is important, however, that we spend time formulating this properly and it does not become "something must be done, this is something, let's do it."

PB: One of the problems we've had is that with the current way Board elections are carried out, the attention to and frequency of electing board members is completely disproportionate to the day-to-day importance of the Board. My proposed Constitutional amendment would have the side-effect of correcting this by making Board elections less frequent. Secondly, the initial idea of having a Board was to relieve the NEC from continual nagging about changes to the way the Party operates, or internal disputes within the Party. From this point of view the Board has been a success.

SO: A fine line between telling the NEC what to do on operational issues and the Board identifying a problem issue and informing the NEC that there's an issue the Board feels needs to be tackled. Latter is acceptable and to be expected, also good if Board can indicate a handful of Governors who are available to help tackle that problem.

WT: Noted that the Board is available to do tasks and the NEC should feel able to ask for help with anything.

PB: I would appreciate some clarification from the NEC about what they think the Board should be doing.

EG: "Volunteer Co-ordinator" is needed

PB: Pointed out that "Volunteer Coordination" requires training and integration of the coordinator whose job it is to train and integrate volunteers -- slight chicken/egg problems.

WT: Suggestion that individual Board members be seconded to different areas of the Party, to luck in the background, and be able to co-ordinate and supervise volunteers as needed.

EG: The Board could help document the internal processes of the Party.

SO: This documenting of internal processes is something CM has in the past offered to do. Shall we invite him to undertake this?

AP EG: Contact CM and ask if he would like to document internal processes

Incorporating the Party

WT suggested that a good first port of call would be the Electoral Commission who should be able to provide advice and insight into this.

AP WT: to email secretariat asking if they would like to contact EC on this or would be happy for WT to do so.

Panel

As per decision taken since last meetings, the Board should convene a 'disciplinary' committee who will investigate and prepare a report on the BPI / Pirate Proxy events.

Important to note that this panel is convened to produce an accurate report of events for informational purposes and is not being convened to take disciplinary action against any individuals.

Due to potential conflicts of interest, EG indicates he is in no position to be on the panel however indicates he is available to answer questions.

 Volunteers:
   AR, PB, FA, WT, PH

AP SO: resend preliminary timeline

Amendments update

3 proposed amendments: 2 about RON, 1 about Board elections. EG suggested 7 day discussion period followed by mailing list vote on whether to send immediately to stage 3 and collate with amendments already in stage 3.

AP: PB to initiate mailing list votes on 6th February.

AOB

EG: Suggested a restructuring of where certain parts of the website were, and using sub-domains to reflect purpose. So moving forums to be on a community.*/forums and similar for other aspects of the Party infrastructure. This was suggested for discussion and not for decision making purposes.

AP SO: doodle next meeting

Organisation :