Agenda for September 2013 meeting

Agenda for September 2013 board meeting

Meeting to be held at 2pm on Sunday 15th September at #autscape



  1. Ratifications

    1.1. Our decision to continue to hold board meetings on the 3rd
         Sunday of the month at 2pm for the 2013-2014 year. (6 for, 0
         against, on list 28/09/13-29/09/13)

    1.2. Our decision to endorse, as an Autscape event, a visit to the
         SPACE multisensory centre in Preston, Lancashire, organised by
         Kalen as described by her in her message dated Thu, 15 Aug 2013
         10:45:31 +0100. (5 for, 0 against, on list 31/8/13-02/09/13)

  2. Proposals

    2.1. To set a default of closing any section of a board meeting in
         which the appointment or potential appointment of named
         individuals to any position is to be discussed. [The board is,
         of course, free to decide to vary this in any particular
         instance if they decide to do so.] [See Appendix A for
         background and rationale.]

    2.2. For the trip to SPACE multi-sensory centre in Preston,
         Lancashire, Kalen requests a budget of up to £120 to book the
         room (£80) and, if necessary, shared transport from the nearest
         railway station. All money spent should be recovered through
         fees paid by those attending, but if the activity is
         undersubscribed there could be some loss.

  3. Follow-ups

    3.1. Review of experience list and consideration of guidelines

    [Depending on the outcome of 2.1, we may close the meeting from this
    point on due to the discussion of the potential appointment of
    individuals to roles and the importance of the board feeling able to
    discuss the strengths and weaknesses of individuals frankly.]

    3.2. Options for a permanent treasurer

    3.3. Appointing a company secretary

  4. Roles and responsibilities (additional candidates are welcome to
     state their interest before or during the meeting) to take effect

    4.1. Chair (Last year - Martijn)
         Candidates: Martijn

    4.2. Vice Chair (Last year -- Elaine)

    4.3. Web systems (Last year - Stephen)
         Candidates: Martijn

    4.4. Interim treasurer (Last year -- Stephen)
         Candidates: Stephen

    4.5. Venue coordinator 2014 Belsey Bridge (Last year -- Elaine)

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

    5.1. 2012-2013 Registrar (outstanding issues from Autscape 2013)

    5.2. 2012-2013 Venue coordinator (outstanding issues from Autscape
         conference 2013)

    5.3. Webmaster (outstanding issues)

    5.4. Interim Treasurer (actions taken under delegated authority,
         accounts, outstanding issues)

    5.5. Company Secretary (actions taken under delegated authority,
         outstanding issues from AGM, retirement issues)

    5.6. Chair (actions taken under delegated authority, outstanding issues)

  6. Any other business


Debbie's original proposal and rationale:

I have a proposal to make.

Saying on a public forum that someone is unfit in your opinion to be a
trustee could have far reaching consequences for that person beyond
Autscape. We don't need to put any of ourselves in the position where we
need to do that.

I suggest instead that in future all votes regarding whether someone is
fit to be a trustee are taken either

a/ on list and ratified at the meeting.

b/ or alternatively in camera at our meeting.

Company secretary's comments:

I entirely agree that the holding of some board discussions and votes in
a public environment is not in the interests of good decision making. I
had been planning to raise the issue with the board post-Autscape and
encourage a reconsideration of the wisdom of holding board meetings in
public and whether we should continue to do so fully, partially or not
at all. As some people may remember, I have previously argued against
holding board meetings in public.

I would like to see this proposal extended (at least) to all issues
which involve discussing the appointment or potential appointment of
individuals to any role or position. It is generally the case that such
discussions and votes are being adversely affected by the public
environment of meetings. Another notable example recently was when the
board felt inhibited from discussing potential options for replacing the
company secretary in a board meeting due to the meeting being held in
public. There have been many other examples of an adverse impact on
democracy and I am extremely concerned about the climate of extreme
pressure to vote in a particular way which has been created, partially
as a consequence of the public environment.

However, the board should note that none of these options mean that the
*outcome* of the vote, including the numbers of votes cast, would not be
public information via the minutes. [Recording the number of votes and
not just the overall result in the minutes is something the board has
previously decided to do and the board would need to consider separately
any change to this.]

There are two important differences between options (a) and (b).

(1) The organisational structure of Autscape and our articles and
bye-laws meeting that valid decisions can only be taken in meetings. As
Debbie points out, any decision taken on the list must be ratified in a
meeting. Therefore, as company secretary, I recommend that, if the board
wishes all future discussions and decisions regarding the appointment or
potential appointment of individuals to be held in private, these should
take place in a closed board meeting (i.e. option b) whenever possible
rather than on the list, even if they are going to be ratified later in
a meeting.

(2) Long experience of board functioning suggests that
discussions/decisions which get deferred to the board list are often
subject to massive delay and rarely result in constructive and effective
discussion and decision making. Therefore I would be against option (a)
because I think it risks important decisions about appointments etc.
failing to get made well, promptly or, on occasion, at all.

Therefore I would like to offer the slightly modified proposal that:

all issues which involve discussing the appointment or potential
appointment of individuals to any role or position should, in future, be
held preferably in a closed board meeting or, failing that, on the board
list, unless the board specifically decides otherwise in a particular