Humanitarian OSM Team/Board/Board Meeting Minutes/27 July 2021

HOT Board Meeting July 27, 2021, 13:30 UTC

Attending

Felix Delattre, Kate Chapman, Maning Sambale, Rob Baker, Tyler Radford, Gertrude Namitala, Ben Abelshausen

Excused

Miriam Gonzalez

Absent

N/A

Observing

Matthew Gibb, Rebecca Firth

Chair

Felix Delattre

Minutes

Inna Nogeste

Call to order

Meeting called to order at 13:35 UTC by Chair Felix Delattre

Quorum

Yes

Approval of Previous Minutes

Approval of the June minutes is to be approved via circular resolution or at the next meeting

Previous Action Items

1. Board policy document - Review the document and raise any concerns during the next week. (Ben) - In agenda
2. HOT Advisory Group slides from Tyler - after Board review, reach out to GWG around advisory group structure for the board (Ben) - Pending
3. Adjust and share the HOT-OSMF MOU draft - ask HOT Staff for assistance (who have worked with the MOU for OsGEO) (Ben) - In agenda
4. Approval of staff contracts - report back at the next Board meeting (Felix) - In agenda
5. Board to review the draft of the whistleblower process (Felix,Tyler) - WIP
6. Put a Strategy Plan together with the Strategy Committee (Rob) - Cancel
7. Complete the group of people in the Code of Conduct Committee (Trudy, Kate) - WIP

Circular resolutions approved since previous meeting

• N/A.

Contracts approved since previous meeting

• June 25, 2021; Volunteer Program Support Agreement between JPMorgan Chase Bank and HOT
• July 3, 2021; Non-disclosure Agreement for pro-bono support from Preligens
• July 3, 2021; Staff contract; Tim Geda - Information Manager - Field Programs
• July 3, 2021; Staff contract; Amelia Lyons - Senior Manager, Global Field Programs
• July 3, 2021; Staff contract; Elaine Muigai - Communications Associate, Eastern & Southern Africa Hub
• July 3, 2021; Staff contract; Patrick Sando - Sr. MERL Associate, Eastern & Southern Africa Hub
• July 4, 2021; Cooperation Agreement with USA for UNHCR to update UNHCR Kenya’s 2018 maps for both Kakuma and Kalobeyei refugee camps and host community areas via aerial mapping to include new infrastructure constructed after 2018 and additional map features for new points of interests.

Agenda

Operations update

Presenting: Tyler

Key points of the HOT Monthly Roundup July 2021

Highlights:

• July is the beginning of HOT’s second year of Audacious Project funding and is also called “Year 2” and will run up until June 2022.
• HOT has 3 big objectives for Year 2 and a number of key results against which we will measure our progress.
• HOT staff teams are taking HOT wide objectives and creating more specific objectives for their teams.
• The Regional Hubs in Eastern&Southern Africa and Asia are focussing on 5 to 8 countries per region where the Hubs will go slightly deeper in support. Each region has a total of 22 to 25 countries so this will be a subset of those countries.
• The Annual Report is in progress and covers the first 12 months of the Audacious Project investment.The Board will get a sneak preview of this from the week commencing August 10. Miriam is to coordinate a statement from the Board of Directors.
• The HOT Summit Call for Proposals is open, please share and encourage people to submit a talk. If the Board has any ideas for Keynote speakers, please contact Tyler.
• Tomorrow a joint event will be held with NetHope and everyone is welcome to join - see the Community section in the Roundup.

OSMF MoU

Presenting: Ben

Background:

The OSMF MOU process has been going on for a while now. The Board needs an update and a way to ‘unblock’ this or decide not to move forward.

The latest draft is here (but is nowhere near a workable version).

Notes/Discussion: There was a discussion about the value of this MOU. It is the HOT Board’s responsibility to work in the interests of HOT. One suggestion was to not focus on this MOU but what we can do in the OSMF and the wider OSMF community. It is important to find a strategy to work together with OSMF, such as demonstrating collaboration through something that is meaningful, perhaps as members working on the OSMF Working Groups, pooling funding or building technology together.

Board policy document approval

Presenting: Felix

The Board Procedures document is available here.

Notes/Discussion:

Motion by Rob: Approve this Board Procedures document. Seconded. Board members were advised to check the last section of the document “Personal annual report” and accept the proposal to change the date to today’s date. Motion approved.

It has been really good to get this document approved and to be able to include some of the Bylaws changes in this document.

HOT Europe registration

Presenting: Tyler

This was an agenda item carried over from the Executive Committee meeting. The Board has reviewed feedback which has come back form the Voting Members’ mailing list which was overwhelmingly positive. The Executive Committee decided to put this back on the Board Meeting agenda with a motion of recommendation to proceed to register in Europe and a recommendation to delegate the task of registering to the HOT Staff Team.

Notes/Discussion:

Motion by Kate: Authorise HOT Staff to proceed with registering HOT in Europe and come back to the Board with a proposal on how to proceed with options and the Bylaws. Motion approved.

Code of Conduct Committee update

Presenting: Kate

To complete the group of people in the Code of Conduct Committee is still WIP. We have an email to send to the membership. The proposal is to have Felix, Trudy and a Member-at-large to be part of the CoC Committee.

Strategy Committee update

Presenting: Rob

The Strategy Committee has not been able to convene nor had a quorum over the past few months. The Strategy Committee’s task is to formulate a Strategic Plan at the Board level. With the upcoming HOT Board election, it was decided at the last Executive Committee meeting to cancel work on the Strategy Plan and Strategy Committee meetings until the new board is elected which will convene to decide the best path forward. The Executive Director has approved this.

Risk Management Committee update

Presenting: Felix

Meetings have been suspended in order to participate in Risk Management workshops. However, the second of two Risk Management Workshops unfortunately could not be completed due to the HOT Staff trainer having left HOT. The committee met and concluded that they want to continue the risk management work.

Notes/Discussion:

Kate asked if without the HOT Staff Trainer in Risk Management, is there the expertise required or is there a deficiency? Felix replied that the committee has enough experience. The committee has decided to move on but is still open to help with workshops and more expertise. There is potentially a staff member who has a background in Risk Management who can help, as well as the United Nations Risk Management Unit’s guidelines “Risk Management for NGOs - Somalia” . It is a risk if the Board does not address this topic. Kate mentioned that her husband is an expert in this field from MSF and will ask him if he knows of anyone who can help out.

Approval of staff contracts

Presenting: Felix, Rob

With regard to Article 8.1, Miriam and Felix have had a meeting with a pro-bono lawyer who has said that the current wording in the Bylaws implies that the Board has to review all contracts. The lawyer has suggested including “material contracts” in the Bylaws and the Board can then decide what the material contracts are.

There has been a gap of 1.5 to 2 months in the Board receiving staff contracts of who has been hired. It is important to adhere to the agreement, it’s not necessary to include and review the staff's personal information in contracts.

Notes/Discussion:

There was a discussion of what “material contract” means and how it could be defined in the Board Procedures.

The Board would like a regular way of documenting the Staff Contracts with information such as position and name.

Delegation of authority form for contracts

Presenting: Rob

According to the current Bylaws, the Board is required to review all contracts and to date everything has been approved. There is a delegation of authority form that the Board can compose, review and approve and allow the Board to provide delegation to staff and have someone else review the contracts allowing the Board to concentrate on other matters. Was this raised in the meeting with the pro-bono lawyer?

Notes/Discussion:

According to the lawyer, the Board has to review every contract. The lawyer has said not to use the delegation of authority until the term “material contracts” is included in the Bylaws. The Bylaws were written many years ago and the Executive Director’s Job Description has changed a lot, so the aim is to put better documentation in place, including the delegation of authority. This is to be raised at the next Governance Working Group meeting. This agenda item will be put on hold for the time being until “material contracts” is included in the Bylaws.

Performance review of Executive Director (ED)

Presenting: Rob

The ED’s performance review has been conducted and confirmed by the Board.

Notes/Discussion: The ED has performed a self assessment and the President of the Board has reviewed it. The ED’s Job Description needs to be updated before the next review cycle. This agenda item should be split into 2 items: Salary framework and assessment of the ED’s performance.

Motion by Kate: Instruct the staff to use the recommended adjustments to the HOT salary framework as part of the annual budget. Seconded. There was a discussion about what benchmark HOT uses to pay its staff. Motion approved.

The ED’s Performance Review is to be discussed at the next Board meeting when Miriam is in attendance.

Other business

No other business was raised.

Questions from voting members

No Voting Members were present.

Tabled topics

The following are not reflected in the notes because there has been no action since the last Board meeting or there was insufficient time to discuss the topic at a Board meeting.

• Risk Management committee update (committee did not meet, will do Risk Management workshop)
• Role of local boards (waiting for feedback from Governance WG)
• Finance Committee (not convened since last meeting)
• Strategic plan 2022-2025 (waiting for feedback from strategy committee)
• Whistleblower process (needs input; it is in the action items)
• Strategy Committee (not met yet)

New Action Items

1. Share the list of Regional HUB countries with the Board (Tyler) - Pending
2. Annual Report - Coordinate a statement from the Board of Directors (Miriam) - Pending
3. Code of Conduct Committee - Reach out to Matthew Gibb before sending the email to the Voting Members to coordinate emails sent to sthe membership (Kate) - Pending
4. Risk Management Committee - Kate to ask her husband if he knows someone in his network to assist with additional knowledge and experience (Kate) - Pending
5. Approval of Staff Contracts - The Finance Committee is to review the Operating Budget and the range of salary adjustments - Rob to contact LIz to review the hiring and strategy moving forward (Rob) - Pending
6. Approval of Staff Contracts - Amend the Bylaws to include “material contracts” (Felix) - Pending
7. Approval of Staff Contracts - Review Bylaws amendments with the Board, Voting Membership Chairperson, Governance Working Group, lawyer and then bring back them to the Board (Felix) - Pending
8. Delegation of authority form for contracts - Raise this at the next GWG meeting (Felix) - Pending

Next board meeting

August 24, 2021 @ 13:30 UTC

Adjournment

Chair Felix Delattre declared the meeting adjourned at 15:15 UTC.

Minutes approved

These board meeting minutes were approved on 23 September 2021.