Humanitarian OSM Team/Board/Board Meeting Minutes/27 October 2020

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HOT Board Meeting 27th of October 2020, 14:30 UTC

Attending

  • Miriam Gonzalez
  • Emmanuel Sambale
  • Felix Delattre
  • Rob Baker
  • Tyler Radford
  • Gertrude Namitala
  • Tasauf A Bai Billah

Excused

  • Ben Abelshausen

Absent

  • N/A

Observing

  • Pete Masters
  • Sam Colchester
  • Ralph Aytoun
  • Russ Deffner
  • Jamie Woodhouse

Chair

  • Miriam Gonzalez

Call to order

Meeting called to order at 14:40 UTC by Interim President Miriam Gonzalez.

Quorum

Yes

Approval of Previous Minutes

Motion by Miriam: to table the approval of the previous meeting until they are cleaned up and contain official content.

Approved by unanimous vote.

Previous Action Items

  • Adjust and share the HOT-OSMF MOU draft (Ben)
  • Source ideas for a potential virtual day (All)
  • Clarification statement on the roles of committees and working groups (All)
  • Update conflict of interest policy (Felix)
  • Create ToRs for assistant to the board (Tyler, Miriam, Felix)
  • Review draft ToR for the Risk Management Committee (All)
  • Decide on founding members for HOT Kenya (All)

Agenda

Welcome Maning & board role election

Motion by Miriam: to assign Rob as the board buddy for the new member Maning.

Approved by unanimous vote.

Motion by Rob: to table the election of new roles to the next board meeting.

Approved by unanimous vote.

Committee roles review

Motion by Rob: to table the review of committee roles to the next board meeting.

Approved by unanimous vote.

Operations update

Presenting: Tyler Operations Update October 2020

  • Felix asked about status on the incorporation of HOT Kenya. Tyler informed that papers are in review by the lawyer and no further news is available.
  • Maning is asking about status on the key performance indicators and how the board can support. Tyler is going to prepare a status overview.
  • Miriam is asking about updates regarding the video on the Phillipines done together with AWS. Tyler is aware of reaching out to AWS to provide more details and conversations with the community.

Assistant to the board

Presenting: Miriam

  • From the previous meeting: “The Board is expressing the need for support, and would like to consider hiring an assistant to the board, to help organize and keep all our communications, minutes, agenda on task.”
  • ToRs for such a position has been written.

Motion by Miriam: to start the hiring process of a part-time assistant to the board according to these ToRs. Applications and interviews shall be coordinated by staff’s talent team; the Board’s president and secretary oversee the hiring process and take the final decision. In the meantime accept Sam Colchester as temporary assistant to the board, with 15 hours a week, until the hiring of a dedicated assistant finishes successfully.

Approved by unanimous vote.

Action Onboarding of temporary assistant

Action Start hiring process for assistant to the board

Conflict of Interest Guidelines

Presenting: Felix

  • From the previous meeting: Fine tune the wording for handling Conflicts of Interest in the event of board members applying for HOT staff and in the event candidates for HOT staff positions are also concurrently running for board positions.
  • Proposal for amendments of COI guidelines

Motion by Felix: to add the following paragraph to the CoI guidelines as article 2 d): "Before board members, or candidates running in ongoing board elections, can apply for any contractual or employee position in the organization they must either resign from the board of directors or identify and disclose to the Board their potential Conflict of Interest, which then must be determined and discarded according to the rules established in this document, in advance of submitting their application."

Approved by unanimous vote.

A conversation has been brought up around staff relatives applying for jobs at HOT. The board considers adding more modifications to the COI guidelines. Board members may propose further amendments to the COI.

Action Approved COI guidelines are to be signed and uploaded to the website.

HOT Board Screen-to-Screen

Challenge around time zones to find a good time to meet for a whole day.

Motion by Miriam: to conduct two or three screen meetings in the first two weeks of December for a board screen-to-screen.

Approved by unanimous vote.

Motion by Felix: to evaluate with Allen Gunn and Michael Davidson their support and facilitation of the activities and guide the board team through the event.

Approved by unanimous vote.

Action Reach out to facilitators to get feedback on their participation.

Action Find dates for the screen-to-screen sessions.

Reporting and approval of contracts

Presenting: Felix

  • HOT bylaws, Article 8.1: All contracts must be in writing, approved by the Board and duly recorded in the minutes.
  • Discuss potential solutions for compliance with this article.

The board expressed interest in reporting but some board members have doubts on the practicability around approval of contracts in a growing organization.

Motion by Felix: refer to the executive committee to propose an immediate solution in the next board meeting, and ask the Governance WG to propose amendments to the bylaws.

Approved by unanimous vote.

Action Executive committee is to propose an immediate solution to comply with article 8.1 for the next board meeting.

Action Reach out to the Governance Working Group to review and eventually propose amendments to the bylaws to the membership.

Circular resolutions

Presenting: Felix

  • In order to enable the board to make urgent decisions in between board meetings the tool Loomio has been suggested in the last board meeting and since then tested by the board members.

Staff also expressed interest in using it. Identified bottleneck of the hosted service: 10 active users

Motion by Felix: to move forward Loomio for taking urgent decisions on circular resolutions, and refer the hosting decision to the tech team.

Approved by unanimous vote.

Action Reach out to the Tech Team for support on finding the best hosting solution for Loomio, to be used by staff and board.

Advisors for the board

Presenting: Tyler

  • HOT has been talking about advisors to the board for a few years. We have an invitation to participate in BoardLead for some HOT board Advisors. More info in board members emails.
  • Discuss how to move forward and whether to accept the invitation.

Tyler brought up that Boardly requires advisors to be integrated into the board, not necessarily having voting privileges.

Motion by Miriam: to move forward with expressing interest to Boardly to participate in this programme.

Motion by Felix: to table this motion and refer to the Governance WG for more information on a envisioned separate advisory board or incorporate advisors to the main board.
Motion by Felix approved by unanimous vote.

Action Seek feedback from the Governance Working Group around the envisioned structure of advisories to the board, taking into consideration the conditions of Boardly.

Executive committee

  • Helped bring up the agenda for the board meeting.

Finance committee

  • The finance committee did not meet in the period since the last board meeting. The committee did, via email, approve the 2019 audit, which was the subject of the previous meeting with the auditors.

Communications committee

Discussion of OSM Philippines letter: A Call to Correct Narratives about Geospatial Work in the Philippines as a part of critical comm support:

  • proposed a session at the Summit for further conversation.
  • Gihan to produce corporate guidelines for communicating about working with HOT (sensitization).

Risk Management committee

Presenting: Felix

Motion by Felix: to ratify the Terms of Reference for the Risk Management committee.

Approved; abstained by Emmanuel.

Motion by Felix: to appoint the initial members of the committee.

Approved by unanimous vote.

Strategic Planning committee

  • Presentation by Tyler and Rebecca on Audacious project plans has been recorded and can be shared with anybody interested in.

Code of Conduct committee

  • Committee has not been active.

Other business

  • How to share information across the board and staff teams - what information will be useful for the board to support better the organization.
  • From the previous meeting: Clarification statement on the roles of committees and working groups
  • UN and Humanitarian Goals: https://twitter.com/UN_Mappers/status/1304427093518880771?s=19
  • Local participation in HOT organization in Kenya

Motion by Felix: to table all the AOB points until the next board meeting.

Approved by unanimous vote.

Questions from members

  • COI guideline modifications: it might be worth protecting the confidentiality of people who want to disclose an identified COI around applying for a job. And to make sure there is a way to determine one in a short, timely manner.

Next board meeting

November 24th 14:30 UTC

Adjournment

Miriam Gonzalez, Interim President of the Board, declared the meeting adjourned at 16:30 UTC

Minutes approved

These board meeting minutes were approved on 24 November 2020.

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