Humanitarian OSM Team/Board/Board Meeting Minutes/26 January 2021

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HOT Board Meeting 26th of January 2021, 14:30 UTC

Attending

  • Miriam Gonzalez
  • Emmanuel Sambale
  • Felix Delattre
  • Ben Abelshausen
  • Gertrude Namitala
  • Rob Baker
  • Kate Chapman
  • Tyler Radford

Excused

  • N/A

Absent

  • N/A

Observing

  • Sarah Wise
  • Pete Masters
  • Russell Deffner
  • Mikel Maron
  • Nicolas Chavent
  • Sam Colchester

Chair

  • Miriam Gonzalez

Call to order

Meeting called to order at 14:36 UTC by President Miriam Gonzalez.

Quorum

Yes

Approval of Previous Minutes

Motion by Miriam: to approve the November and Face to Face minutes.

Felix - Face to Face minutes are long.
Motion approved.

Previous Action Items

  • Adjust and share the HOT-OSMF MOU draft (Ben) - WIP
  • Clarification statement on the roles of committees and working groups (All) - WIP
  • Review proposals for board roles and committees (All) - WIP
  • Hiring process for assistant to the board (Tyler, Miriam, Ben) - WIP
  • Reach out to facilitators to get feedback on their participation [for screen-to-screen sessions]. (Miriam) - WIP
  • Screen-to-screen sessions. (Miriam) - WIP
  • Comply with article 8.1 for the next board meeting (Executive committee) - WIP
  • Reach out to the Governance Working Group to review and eventually propose amendments to the bylaws to the membership. (Ben, Rob) - Done
  • Seek feedback from the Governance Working Group around the envisioned structure of advisories to the board, taking into consideration the conditions of Boardly. (Ben) - WIP
  • Decide on founding members for HOT Kenya (All) - WIP

Motions approved since previous meeting

  • 11 December 2020: Motion by Miriam on Loomio to have the HOT Board sign the statement on OSM Community Systemic Offensive Behaviour, motion approved
  • 5 December 2020: Motion for board roles has been approved unanimously as:
    • Miriam: President
    • Felix: Vice-president
    • Ben: Secretary
    • Rob: Treasurer

Contracts approved since previous meeting

  • 12/11/2021; Grant agreement; Swiss Re Foundation, World Bank GFDRR; Open Cities Initiative in Latin America and the Caribbean
  • 12/11/2021; Grant agreement; AWS; Support a "University Roadshow" program in Indonesia
  • 12/14/2020' MoU; Stichting Deltares; Framework Agreement for Urban Flood Risk Assessments of the World Bank City Resilience Program
  • 12/21/2020; Sub-award agreement; USAID (and others of a consortium); STOP subaward: Strategies to Prevent Spillover (STOP Spillover)
  • 12/25/2020; Sub-award agreement; Field Ready, Humanitarian Grand Challenge: Protecting the Frontline: Mapping Needs & Manufacturing Capabilities’
  • 1/18/2021; Sub-award agreement; The Trustees of Tufts College; STOP subaward: FDP Cost Reimbursement Subaward

Agenda

Welcome Kate!

  • Reconfirmation of previously approved board roles:
    • Miriam: President
    • Felix: Vice-president
    • Ben: Secretary
    • Rob: Treasurer

Motion by Miriam: to approve board roles again.

Motion approved.

Committee roles

Based on action item from face-to-face meeting: roles here - “Committees Dec 2020 tab”

The Governance Working Group will have a delegated board member because the board considers it a crucial working group for its operation and overlaps partially with board responsibilities.

  • Still work in progress, code of conduct committee has not been formed and urgently needs to be.

Operations update

Presenting: Tyler Operations Update January 2021

  • Miriam - In the next Board meetings can we include progress to OKRs (Objectives and Key Results). Tyler - More effort than expected to finalise OKRs. Teia Rogers has joined to help with this. By March we can have something to share.
  • Maning - OMDTZ grants, detail on this? Tyler - Moving away from long term country offices. Several will transition to independent entities. Tanzania good place to pilot grant program, several OMDTZ staff are ex HOT there.

Executive committee

Presenting: Miriam

Discussed:

  • Sharing contracts with the board is a bylaw requirement, does this include staff contracts?
  • Board face to face organization.
  • Procedure on filling vacant board seats.
  • Kenya registration, bylaws as a GWG topic and conversations with potential candidates.
  • Felix - for contracts came to a temporary motion that names and positions will be shared. For filling vacant board seat, little bit of discomfort on statement from board that was made before election and hasn’t been approved by the board members. Miriam - my mistake was sharing the statement before the appropriate time before using Loomio.

Finance committee

Presenting: Rob

  • Nothing to report as the Finance committee did not meet since the last board meeting.
  • Rob - Moving forward, the finance committee will meet more regularly to formally approve the financial portion of larger contracts where Board approval is required, and at least coordinate via email if not in-person to acknowledge receipt and review of contracts between full board meetings.

Communications committee

  • Did not meet.

Risk Management committee

Presenting: Felix

  • Felix - 2 new members, lost 2 inactive members. Still seeking more members. Especially from Voting Membership and diverse groups. Identifying risks by reaching out to staff/voting members. Looking into best method for risk assessment.

Strategic Planning committee

Presenting: Maning

  • Strategy Committee meeting happened Jan 19, 2021
  • Agreed to focus Committee on helping Operations with monitoring OKR.
  • Maning and Rob to reach out to HOT functional leads for specific OKR items needing strategic action/assistance from the committee. This is not a system for the Board to interfere with operations but more of an outreach if they need assistance.
  • Aim to reach out to Voting Members to participate in the committee.
  • Rob - will follow the HOT team leads on this. Miriam, maybe board assistant can help scheduling these meetings. Rob will reply to Pete on MERL session.

Code of Conduct committee

Presenting: Ben

  • We need to formally activate this committee according to this document:
  • We need to select 7 members, 2 board members and 5 regular members.
  • Two board members were selected (see 1.) but Ribin has resigned in the meantime.
  • Ben - how do we select the members? Miriam - depends on willingness to join. Felix, suggest Kate to replace Ribin’s position. Should be an open call for membership. Kate is willing to join the Committee. Maning - should Matt be part of this committee? Ben - not mentioned in the document linked above. Miriam - ask Matt about participation.

Motion by Felix: to do a public call in membership to join the Code of Conduct Committee, assigned action for Ben to do this.

Motion approved.

Miriam had to leave meeting, leaving chair role to Felix.

HOT East Africa

  • Ben - covered before. Interviews in process. Tyler, approval could be done using Loomio outside of a meeting. By February 12th need to submit all paperwork. Only other legal registration in East Africa is Uganda but closing after 2021.
  • Trudy - are they following the HOT constitution or they have an independent constitution? Tyler - independent constitution. Modeled after standard set of Kenyan NGO bylaws

Screen-to-screen session

  • Felix - planned for February facilitated by Gunner. Tyler, one of the action items was for Maning to find a suitable time, perhaps can be discussed between Kate and Maning. Kate - can do very early meetings just need advanced notice.

Action - Maning will post schedule on Slack

Action - find a date for the meeting

Election update

  • Ben - current procedure not 100% clear. Kate - might need staff time to help with election. Felix - Voting Committee for next one might ease this, a lot to improve and one person cannot handle alone.
  • Felix - Have been taking the second as approval in Voting Member meetings, which does not allow room for discussion.

Other business

  • From the previous meeting: Clarification statement on the roles of committees and working groups - Google Doc

Motion by Felix: to table this item to face to face meeting.

Motion approved.
  • Guest speakers for the board meeting
    • Felix - might need longer board meetings to accommodate. Kate - could be a separate session. Tyler - for more excitement could be five minute update from a micro-grantee. Rob - welcome this, as long as keeping it short. Felix Motion delegate to community working group to choose individuals to give 5 minute updates, approved, Action - Felix will reach out
  • Executive sessions

Motion by Felix: to table this item to face to face meeting.

Motion approved.
  • Rob - Revision to Bylaws, invite everyone to input
    • Thoughts on process are welcome too!

Questions from members

  • Nicolas Chavent - We managed to have someone elected with a civil conversation. We need to further think about limits of the spaces with HOT in terms of safety. Some people are not confident in speaking out or supporting a candidate. There is a big time involvement taking part in the conversations going on. Suggestion is to have an after election review in the GWG. And review the CoC procedure compliance within HOT, as there are limits. We need to share this experience with the larger OSM(F) ecosystem.
  • Sarah Wise - I was impressed by the way that the election was handled. I also felt that as a new member without much standing, I was able to make my voice heard when people asked for it. I just want to put this forward as an alternative perspective, not to diminish Nico's view, but to supplement it.

Next board meeting

February 23rd 14:30 UTC

Adjournment

Felix Delattre, Vice-President of the Board, declared the meeting adjourned at 16:03 UTC

Minutes approved

These board meeting minutes were approved on 23 February 2021.

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