Humanitarian OSM Team/Board/Board Meeting Minutes/28 September 2021
HOT Board Meeting 28 September 2021, 13:30 UTC
Attending
Felix Delattre, Miriam Gonzalez, Rob Baker, Kate Chapman, Maning Sambale, Tyler Radford, Ben Abelshausen, Gertrude (Trudy) Namitala
Excused
N/A
Absent
N/A
Observing
Rory Nealon, Courtney Clark, Bagnoumana Bazo Fofana, Matthew Gibb, Rory Nealon, Arnalie Vicaro, Rupert Allan, Russell Deffner
Chair
Miriam Gonzalez
Minutes
Inna Nogeste
Call to order
Meeting called to order at 13:33 UTC by Chair Miriam Gonzalez
Quorum
Yes
Approval of Previous Minutes
Approval of the August minutes.
Motion by Kate: Approve the August minutes. Motion approved.
Previous Action Items
- Bylaws changes - suggest changes to the proposed Bylaws changes document (Ben) - Done
- Board to review the draft of the whistleblower process (Felix,Tyler) - WIP
- Review Bylaws amendments with the Board, Voting Membership Chairperson, Governance Working Group, lawyer and then bring back them to the Board (Felix) - WIP
- Risk Management Committee - Kate to ask her husband if he knows someone in his network to assist with additional knowledge and experience (Kate) - Done
- Code-of-Conduct (CoC) committee - write a handover email to the CoC Committee (Kate) - Done
- 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) - Done
- Executive Director’s Performance Review - share requested information about the salary adjustments and propose a motion to be handled via Loomio (Rob) - Pending.
- Complete the group of people in the Code of Conduct Committee (Trudy, Kate) - Done
Circular resolutions approved since previous meeting
- 23 September 2021: Motion by Kate on Loomio to approve the HOT Board July 2021 Meeting minutes. Motion approved.
Contracts approved since previous meeting
- None to report.
Agenda
Operations update
Presenting: Tyler
Highlights of the HOT Monthly Roundup - September 2021
- The HOT Senior Management Team (SMT) is meeting in person in Spain this week to discuss the progress of the first year of the Audacious funding
- Operations update - 2 Hubs have officially opened: Asia Pacific, Eastern&Southern Africa
- The new Director for the Western&Northern Africa Hub is Ibrahima Cisse who is based in Dakar, Senegal. Official opening is planned for late December - early January
- Grant funding is flowing from the Hubs. Can Directors please share with colleagues and members in the regions
- There are 20 interns, representing almost as any countries and across a variety of Audacious focus countries
- Upcoming events: HOT Staff at the UN Data Forum are convening a community focussed panel
- A challenge for the new Board is to think about a Gender, Diversity and Inclusion (GDI) strategy throughout the entire community
- Women make up 54% of HOT staff and 60% of HOT’s SMT
- Of hires last year, 61% have come from priority countries
- HOT still needs to work on aspects of diversity apart from gender, such as ethnicity and ethnic diversity, especially in the SMT. The GDI Working Group is working on strategies for the staff team, communities that HOT is working with and global remote HOT community
- Tyler thanked the exiting Board members for their input - Rob, Ben, Maning, Miriam.
Notes/Discussion:
The Board thanked Tyler for his leadership.
Executive Committee update
Presenting: Felix
The following was discussed at the September meeting:
- Plan the agenda for this Board meeting
- Approve 2 Board documents today - Board Primer, Voting Membership Guide
- Request received from Amanda McCann, OSMF Board, about LGBTQ rights and legal consequences. The Board is in the process of sending an answer to her. HOT doesn’t have a policy for this.
- There is a plan for new Board member orientation which will consist of 3 sessions.
Notes/Discussion:
It would be good to finalise the OSMF LGBTQ answer before the election. The Board will mention HOT’s GDI strategy to OSMF.
Finance Committee update
Presenting: Rob
Report back on the proposal for HOT’s annual budget.
The committee has met to discuss the first draft of the budget proposal. Rob was encouraged to see a tremendous amount of growth towards community projects and said that it is a fantastic start. There was a discussion on how to invest in terms of funding and staff.
Notes/Discussion:
Tyler provided some additional information about the budget and suggested that the Board approve the budget via Loomio. The Board agreed that the budget will be approved in Loomio before the new Board.
The Executive Director’s (ED) performance review needs to be approved.
Motion by Rob: Approve the 2021 Fiscal Year Budget in Loomio. Motion approved.
Motion by Rob: Approve raising the Executive Director's salary in Loomio. Motion approved.
Finance Committee - change of Terms of Reference
Presenting: Rob
The document is available here.
Notes/Discussion:
Liz has added some text about the audit process and asked that the Board approve the ToR. EA to contact Liz to discuss the timeframe for approval.
Open HOT Board Meetings - Voting Membership guide
Presenting: Miriam
Approve this document which is available here.
Motion by Miriam: Approve this document. Motion approved.
Bylaws changes
Presenting: Felix
The document is available here.
Changes will be shared with the membership during September before the Board Meeting. If there is no agreement from the membership then the Board is to have a discussion if the Board does or doesn’t approve the changes.
Changes are solid, 4 of the 5 amendments are from the Governance Working Group.
One change is from the Board, it was done at the last minute and has a few problems because it is against HOT’s Articles of Corporation, which would need to be changed before the Bylaws changes and there isn’t the time to do this before the election. There can only be 1 type of membership and this change is for 2 types of membership - Staff members can’t vote. This 5th proposal should therefore be removed from the list.
Motion by Felix: Cancel the 5th proposal and wait until the next round. Motion approved.
Motion by Felix: Express a recommendation to the membership by the Board for approving the remaining 4 changes to the Bylaws. Motion approved.
Reports and feedback from ceeding board members
Presenting: Miriam
Miriam has sent an email to Maning, Rob and Ben to prepare exit reports by early next week, before the transition and election period. The report is to include the experience, challenges and achievements of being a Board member.
Board Primer
Presenting: Miriam
Approve the Board Primer document which is available here.
Motion by Miriam: Approve the Board Primer document. Motion approved.
Notes/Discussion:
This is a living document and is stronger than when the current Board started.
Other business
No other business was raised.
Questions from Voting Members
Question from Rory: Are we allowed to get access to the HOT Monthly Roundup or is that for the board only?
Board’s response: Documents are now restricted after the migration to the new Google Shared Drive. EA to discuss access to the Monthly Roundup newsletter with Sara Amadi.
Arnalie mentioned that all voting members should have access to documents in the membership shared drive, every member of the membership@hot mailing list should have access, even those not having an @hot email address.
The current Board was thanked by Voting Members and fellow Board members.
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
- Executive Committee - Finalise answer to OSMF and send email to Amanda (Miriam) - Pending
- Finance Committee update - Use Loomio to approve the budget before the election (Rob) - Pending
- Finance Committee update - Use Loomio to approve ED’s performance review (Rob) - Pending
- Bylaws changes - Felix and Miriam to draft a short message to send it to membership today because the Ballot goes out tonight (Miriam) - Pending
Next board meeting
26 October 2021 @ 13:30 UTC
Adjournment
Chair Miriam Gonzalez declared the meeting adjourned at 14:34 UTC.
Minutes approved
These board meeting minutes were approved on 26 October 2021.