Minutes of January 2013 meeting

Minutes of meeting of the Board of directors of The Autscape Organisation

Meeting date: Sunday 20th January 2013

Meeting time: 2.00pm GMT

Meeting Chair: Martijn

Present:  Elaine, Martijn, Stephen, Trish and Yo

1.      The directors waived their right to formal notice of this meeting (5
for, 0 against)

2.      Proposals

2.1.   Fees. Elaine undertook to let Stephen have any information she has
about the venue cost per person for 2013. The board decided to request
proposed fees from the interim treasurer to be available 1 week in advance
of the February meeting in order to be able to vote on a fee structure at
the February meeting. (nem. con.)

2.2.   Updating cancellation policy. Yo had noted that this mostly consists
of adjusting the dates to fit this year's Autscape dates. Stephen noted that
the board changes mean that the treasurer and registrar are no longer in
proximity to each other and that this may require additional alterations.
Martijn undertook to ask Kalen (registrar - see 5.1) to look at it as well.
The board asked the interim treasurer to review and update the cancellation
policy ready for approval at the February meeting (nem. con.)

2.3.   Chat list guidance. There was a brief discussion of the difficulties
of achieving balance between the competing needs of those who find high
volumes difficult to cope with and those who need to feel comfortable
posting as often and on whatever topics they wish. Ideally the board would
like to see people reading all the posts in a thread before replying to any
and cutting unnecessary quotation to minimise excessive posting as far as
possible, but there was a consensus against any firm regulation on this
issue. The board approved the chat list guidance (posted to board list
18/01/13 'Chat list guidance (2nd draft)') and the chair undertook to post
it to the chat list following the meeting. (4 for, 0 against)

2.4.   Regulation of posting to the Announce list (original proposals in
Appendix A). Following detailed discussion on the board list, there was a
brief discussion of the need for balance between achieving greater quality
control of posts to this list and the pitfalls of over-regulation. In
response to a question, the company secretary clarified that the redundancy
identified in her analysis wouldn't, in itself, create any problems. The
board asked Martijn to rework his proposal as guidelines rather than rules,
including reminders of our ethical obligations, and deferred a decision to
the board list, confident that consensus could be achieved on that basis
(nem. con.)

3.      Follow ups

3.1.   Director recruitment (Yo). Yo reported that she has finally made some
progress on this, at long last. She has drafted one ad and is working on the
role descriptions. She hopes to have a full recruitment package ready for
the board's approval by the Feb meeting at the latest and hopefully quite a
bit sooner. She apologised for the long delay getting started.

3.2.   Purchase/transfer of autscape domains (Martijn) Martijn reported no
progress due to more urgent demands on his time.

3.3.   Autscape experience list (due for review to consider whether working
as intended). There was a brief discussion of the lack of activity on the
list so far and possible approaches to stimulating its use including: that
it may be more in demand around the time registration opens; reminding
members of its existence via the announce list and/or the bulletin; inviting
individuals to join; encouraging people to write about their experience of
Autscape around the time of registration and after this year's event.
Martijn queried whether any guidance exists for the use of that list. Yo's
recollection was that it does but specifics were not immediately to hand. It
was also acknowledged that Autscape has more pressing priorities right now.
The board decided to review the list again in 6 months and, in the interim,
to attempt to informally prompt its use (nem. con.)

4.      Subcommittee progress reports

4.1.   Programme (Chair: Martijn)(sc membership, call for proposals, theme
description, proposed invitations, other issues). Martijn reported that
getting the call for proposals out is his first priority now. He is working
with Peter (who still has access to the whole website system) to get the
proposal form and database ready and working. He believes it should be
possible to get the CfP out in the next few days. In response to a question,
Martijn commented that he doesn't feel a theme description is hugely
important under the circumstances and there was general agreement on this
point. He also intends to start a discussion soon about the possibility of
inviting some presenters.

4.2.   Fundraising (Chair: Elaine) (sc membership, fundraising strategy,
other issues). Elaine reported that she has started looking at grants again
and the sc is helping. She is also working on the fundraising strategy
again, apologised for the lateness of this and undertook to have it ready

4.3.   Research (Chair: Elaine)(sc membership, childcare providers,
transport providers, other issues). Elaine reported that the subcommittee
has started looking for childcare providers and that she has been looking at
venues but needs to write up the findings.

4.4.   Publications and publicity (Chair: Martijn)(sc membership,
poster/flyer, adverts in publications, other issues). Martijn reported no
activity. Yo offered to help and Martijn accepted. Elaine noted that it is
next on her agenda (as vice chair).

5.      Roles and responsibilities which still need to be assigned:

5.1.   2012-2013 Registrar. There was a brief discussion of the need to make
this appointment fairly soon and the likely need for the registrar to visit
the venue. Trish and Kalen had both volunteered, but Trish felt that Kalen
was more suited this year and withdrew. The board decided to elect Kalen as
registrar for Autscape 2013 (5 for, 0 against).

5.2.   Purchasing. The company secretary clarified that, last year there was
a working group which Stephen chaired, and the board needed to work out how
to manage this area of responsibility this year. Stephen volunteered to lead
the working group again but hopes to delegate more this year. He noted,
however, that it might present a conflict of interest while he is interim
treasurer but this could be avoided by having expenditure pre-approved by
the board. Yo also noted that the requirement for cheques to be co-signed
acts as an additional safeguard. Elaine volunteered to be involved in
purchasing and undertook to join the working group. Martijn noted the need
to rename this working group (from merchandise to purchasing) on the server.
The board decided that Stephen should coordinate the purchasing working
group in 2012-2013 (nem. con.).

5.3.   Transport (arranging once research makes recommendation and board
decides provider). There was general confusion around the remit of this
role. The company secretary clarified that the transport coordinator is
responsible for booking and organising Autscape arranged transport from
nearby station(s) to the venue and that totally unconnected transport
working group is responsible for putting together advice for participants on
public transport routes from their starting points to station(s) near the
venue. Yo noted that the role of transport coordinator almost certainly
requires phone ability and reasonable communication with NTs, but also that
the role does not need to be assigned just yet. The possibility of asking
candidates outside of the board was discussed, including one or more of
those individuals who have previous experience of the role. Elaine mentioned
that she would be able to book a provider but can't be at the station as she
will be needed at the venue at the same time. Trish mentioned that she might
be suited to being at the station. The board decided to defer the issue to
the board list. (nem. con.)

5.4.   Childcare (arranging once research makes recommendation and board
decides provider). It was clarified that this coordinator won't be needed
until after the board has decided on a provider but that appointing them
prior to that point would save some time. Elaine recognised that she has the
needed skills and was willing as a last resort, but was understandably
reluctant to take on anymore. The board decided to look for volunteers
outside the board in the first instance and deferred the issue to the
February meeting (nem. con.)

5.5.   Insurance (obtaining quote and arranging following board approval).
The company secretary clarified that the board needs to consider who will do
this as a result of the retirement of the person who has done it for the
past few years. In response to questions, she noted that the actual purchase
can wait til quite late on but the initial liaison with an insurer needs to
happen by about April because the process of gathering all the info they
need can take ages. She also clarified that the major task is gathering
together from within Autscape the information required by the insurers
rather than shopping around for quotes. The board discussed the relative
strengths and weaknesses of various directors and identified that Yo and
Stephen between them have a good understanding of what is needed and Elaine's
strengths include making phone calls and coordinating administrative tasks,
consequently the task is likely to be manageable between those three
individuals. The issue remained on the agenda for the February meeting.

6.      Key position progress reports (matters not covered earlier)

6.1.   Venue Coordinator (Elaine)(matters arising, plans for venue visits)
Elaine reported that she has been in touch with Ackworth to just touch base.
She intends to arrange a venue visit soon, probably with the Registrar if
she is
willing to go and anybody else who needs to go. She anticipates that only
one visit may be necessary due to our prior experience with this venue. Yo
requested that the venue coordinator note (from 2012 experience) that the
programme coordinator (or at least whoever is putting things into rooms)
*must* visit the venue, because of the importance of actually seeing the
rooms we intend to use for things.

6.2.   IT systems manager (Stephen)(handover, website updating, anything
Stephen reported that coordination with Peter over handover continues for
Martijn and himself, as does documentation. Though he is currently
experiencing some technical difficulties which he'll need to sort over the
next week or so. Martijn commented that handover is going very slowly
because Peter's system is beyond our technical expertise and basically
undocumented, so he foresees that Autscape will remain dependent on Peter to
get many things working for some time to come. He noted that, as long as
Peter continues to be willing to help, this is not necessarily a problem. Yo
commented that this sort of situation is not uncommon in many organisations.
Martijn stated that, in the worse case we would do things by hand, but that
probably won't be needed.

6.3.   Interim Treasurer (Stephen)(progress of the accounts, actions taken
under delegated authority, handover progress including whether he now has
the cheque book, training needs, contact with bank/accountants, anything
else) Stephen reported that handover continues, though Peter still has the
chequebook. What he believes to be the final expense claim cheques for
Autscape 2012 have gone out. The donor who underwrote some of the risk for
the event last year wants clarification on if they're expected to pay
the shortfall charge that the venue has waived or just the amount
actually charged. Yo offered to check the minutes regarding this and advise.
Yo raised a concern about the progress of the 2011-2012 accounts (which
Peter had agreed to do). Stephen reported they are now in a reasonable shape
to hand to the accountant, which is why Peter wanted to keep hold of the
chequebook for the time being. Yo requested to be informed when that

6.4.   Company Secretary (Yo)(bulletins, follow ups from previously
delegated actions, actions taken under delegated authority, outstanding
issues). Yo reported that she hasn't managed to get any bulletins out since
September unfortunately. Now that she is functioning a bit better she
intends to try. She will need to prioritise the director recruitment over
that, but it doesn't usually take that long so she may manage one soon. She
is pretty much maxed out doing her routine jobs (minutes, agendas, advice to
the board etc.) plus the recruitment (which is a very large job and very
important). So right now she needs help with a specific task and intends to
seek a volunteer on the plan list. (Trish volunteered if she can't find

6.5.   Chair (Martijn)(road map, actions taken under delegated authority,
board functioning and communication, progress so far in 2012-2013 and next
tasks) Martijn reported that he has not been functioning well and doesn't
anticipate that improving over the next 1.5 weeks, but he intends to
redouble his efforts after that when he's back home in NL and has time and
energy to concentrate. On the road map, he reported no progress, it
continues to be near the top of his priority list (after the call for
proposals). Elaine (vice chair) noted that Christmas had interfered somewhat
she believes they are back on track now. Martijn noted that board
functioning and communication are still pretty bad but at this point he has
good hope we'll have another Autscape at least.

7.      Other business

7.1.   Elaine noted that Belsey Bridge have emailed her to say they would
let her know if they had a booking for any of the dates we were interested
in 2014, but the previously discussed concerns about cost and minimum
booking requirements were also mentioned (as no decision on a 2014 venue has
yet been taken).

Meeting closed 16.18


Martijn's full proposal:

(---begin of proposal---)

1. To make every board member a moderator of the Announce list.

2. To permanently set the list so that even posts from moderators and
administrators are never automatically approved. The system calls this
"emergency moderation", but it would become the normal mode for this list.

3. To agree to a rule of conduct that we:
- *never* approve our own posts,
- nor approve any post in which we have a personal interest,
- nor reject any post for personal reasons,
but instead wait for another board member who is neutral about the post
in question to approve or reject it.
    3a. In the unlikely event that a conflict of interest is inevitable
because no neutral board member is available to approve or reject it, to
put the post in question up for a vote which is ratified and minuted at
the next board meeting.

4. To ask all board members (who feel able to do so) to deal with the
posts waiting in the moderation queue in a timely manner, subject to
item 3 above and to common sense. Approval criteria would include:
- Is it important news of general interest to all the members?
- Is it well written and spelled correctly?
- Is it in the best interest of the Autscape organization to send this
post to all its members?
If in doubt, don't approve or reject, but leave it in the queue and
discuss it on the board list. On the other hand, don't start unnecessary
discussions and *do* act independently if you feel able to make a clear
judgment about a post.

5. To use the board list to reach consensus in the event of any
conflicts arising from this practice. If consensus cannot be reached,
then whoever has an interest in the post in question may put it up for a
vote which shall be ratified and minuted at the next board meeting.

(---end of proposal---)

Elaine's proposal:

Delegate 2 moderators from the board.
Any posts sent to the announce list that do not originate from the board
or without the boards prior knowledge or are not in relation to an
announcement that the board has made are withheld and brought to the
attention of the board for discussion, approval or rejection.

Company secretary's analysis of the impact of proposals on procedures and

The existing rules which affect this area are were posted to the board list
on 08/01/13 'For reference - existing rules/decisions on delegation andthe
conduct of directors'.

Under these rules, the current situation is:

  a.. Any board member or postholder may post to the announce list but must
get their post approved by a list administrator (currently the chair or the
  b.. The chair and the secretary each have the delegated power to post to
the announce list without the prior approval of any other person, provided
the purpose of the post is something which falls within their delegated
powers (this basically means if they are acting in an emergency situation)
and are each *required* to report that they have done this to the board at
the next meeting.
  c.. There is also an existing convention¹ that individuals, including the
chair and secretary, should not normally approve their own posts to the
announce list.
  d.. All board members are already required by law and article 17 (which
has the force of law) not to act where they have a conflict of interest

Option (d) would retain the above as the rules.

Option (a) would result in the following changes:

  a.. No-one would have the power to post to the announce list under any
circumstances without the approval of another board member.
  b.. Any board member or postholder would be able to post to the announce
list provided their post was approved by any other board member
  c.. Item 3 of the proposal is redundant since all board members are
already required to do this by law and article 17 (which has the force of
  d.. Item 5 of the proposal is redundant since the principles of decision
making by the board are already set out in article 10 and all directors are
legally obliged to obey the articles

Option (b) would result in the following changes:

  a.. Establish the convention that no individual should approve their own
post to the announce list except under exception circumstances as a written
guideline, but it would continue to be *possible* for the chair and
secretary to do so under exceptional circumstances (as covered in their
delegated authority).
  b.. Item 5 of the proposal is redundant since the principles of decision
making by the board are already set out in article 10 and all directors are
legally obliged to obey the articles
  c.. The changes proposed in items 1 and 2 would force option (a) and are
not compatible with option (b). With this option (and without item 2), item
1 would mean that it would become possible (though still contrary to other
rules) for any board member to approve their own posts. There may be other
technical options which would be more compatible with this option

Option (c) would result in the following changes:

  a.. No individual would be able to post to the announce list under any
circumstances without either (i) advance approval from the whole board or
(ii) the post being held in moderation until the full board has approved the

1. a convention is an unwritten rule about the way things are done which is
based on the ways they have been done and/or rules which are generally
accepted amongst those involved to exist. This may seem very vague, but
actually a lot of rules and policies exist (and are often upheld by the
courts) simply on the basis that 'it is what people normally do' and
therefore a convention exists. Most conventions are never written down,
because actually writing down every single 'rule' and procedure that any
organisation follows would be unworkable because there are so many. But an
organisation needs to consider which 'rules' and procedures it considers
important enough to document. And which should be 'guidelines' and which