Humanitarian OSM Team/Meetings/Board/24 September 2020
HOT Board Meeting 24th of September 2020, 13:00 UTC
Attending
- Miriam Gonzalez
- Felix Delattre
- Ben Abelshausen
- Tyler Radford
- Rob Baker
Excused
N/A
Absent
- Tasauf A Bai Billah
- Gertrude Namitala
Observing
- Mikel Maron
- Heather Leson
- Janet Chapman
- Claire Halleux
- Matthew Gibb
- Patricia Solis
- Rebecca Firth
- Courtney Clark
- Can Ünen
- Hawa Adinani
- Russell Deffner
- Ralph Aytoun
- Immaculata Mwanja
Chair
- Miriam Gonzalez
Call to order
Meeting called to order at 13:05 UTC by Vice-President Miriam Gonzalez.
Quorum
Yes
Approval of Previous Minutes
- Approval of the previous minutes (July 2020)
Motion approved: to approve the July minutes.
Previous Action Items
- Change the HOT-OSMF MOU draft (Ben)
- Source ideas for a potential virtual day (Everyone)
- Board committee roles review (more on this in agenda item #1) (Everyone)
- Clarification statement on the roles of committees and working groups (Everyone)
- Review draft ToR for the Risk Committee (Everyone)
- Review draft ToR for the Strategy Committee (Everyone)
Agenda
Updates from the Board
- Pete Masters, Former President of the HOT Board, submitted his resignation on Saturday, September 5th, 2020. Pete recently applied for and was subsequently hired for HOT’s new Head of Community position. As such, as an employee of HOT, he can no longer function in his current board capacity.
- The Board formally accepts Pete’s resignation.
- Effectively immediately, Board Vice President Miriam Gonzalez is HOT’s Interim President.
- Nomination and ratification among board members to elect a new President.
- If necessary, we move to also nominate and ratify elections for other positions should Board members holding a role other than Member-At-Large move positions.
- The Board has started formulating an easily readable and understandable statement to clarify the difference between Committees and Working Groups
- The Board recognizes the need to improve its compliance with the COI guidelines: in the case of a potentially perceived or actual COI, formal procedures need to be followed, and clarify the issue of board members or candidates for election applying to staff employment.
- Tabled: 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.
- The Board also met informally last month to welcome Felix following the election. In the course of that conversation, we discussed and have since reviewed which board members are connected to which committee to ensure adequate representation.
Board role elections
President: Miriam
Vice-president: Felix
Treasurer: Trudy
Secretary: Ben
Motion approved: We keep all engaged roles as is for now, but Miriam becoming president and Felix vice-president. Next election is soon.
Conflicts of interest of board members and candidates in elections applying for staff employment
The Board would like to respond to potential Conflicts of Interest created by the board members Pete Masters and Tasauf A Baki Billah applying for HOT staff positions while still members of the HOT Board, and also board candidates of the previous elections applying for jobs at HOT at the same time. To this effect, the Board created the following statement that we submit into today’s minutes.
1. How we address Conflicts of Interest in the event of board members applying for HOT staff positions:
- Proposal A: Add a statement like: Board members must not use their board positions to obtain staff employment for themselves, family members or close associates. Should a board member apply for staff employment, he or she must first resign from the board.
- Proposal B: Add a statement that requires in such cases that the board has to determine the COI, before any hiring can take place.
- Proposal C: The COI should just be followed as it is. No changes needed to be made.
2. How we address Conflicts of Interest in the event candidates for HOT staff positions are also concurrently running for board positions:
- Proposal A: Not allowed. Add a statement like: Candidates for the board of directors election may not apply to open positions within HOT at the same time, or must withdraw any active applications from consideration before announcing their candidacy for the board.
- Proposal B: Allowed to run but with disclosure.
- Proposal C: No changes needed, allowed to run, without disclosure.
1: Motion approved: Fine tune the wording for Proposal B for further consideration at the next meeting.
2: Motion approved: Proposal A accepted.
Motion approved: Related board statement can be sent out to membership
Action fine tune the wording for proposal 1.B.
Operations update
Operations Update September 2020
Executive committee
Reviewed a request from Tyler (HOT ED) about adjusting the Salary framework.
Motion approved: to approve this adjustment for year 1.
Finance committee
- The Finance committee did meet with HOT’s auditors with Tyler (ED) and Liz (Finance) to review the 2019 budget audit.
- Rob did spend time reviewing the salary adjustment request and attended the Executive Committee meeting to present said adjustments on behalf of Tyler and the staff. This was reviewed by the Board members in a private session (given the nature of sensitive financial information). The summation of our analysis is available here.
- Proposed: Adjust the ED and Director salaries for the proposed year one benchmarks. Year two is not considered and may be proposed again next year along with demonstrated internal peer review and performance review processes and
Proposal was discussed in point 6 after review in the executive committee.
Communications committee
Risk & Security committee
- Petition to change name to “Risk Management Committee”
- ToR drafted and needs feedback from the board
Scope of the committee was updated. ToRs drafted looking for more feedback by next meeting.
Strategic Planning committee
- ToR drafted and shared; seeking for ratification
- ToRs approved
Code of Conduct committee
Registration authorization in Kenya
- Required: a resolution of the foreign NGO’s Board of Directors resolving to incorporate in Kenya;
- As part of HOT’s registration in Kenya, we need to name three officials who would serve as the local Board Officers (Chair, Treasurer & Secretary). For continuity, in most countries we’ve named HOT Sr. Management (Tyler, Paul, Liz). We need to reflect the decision in today’s meeting minutes.
The board adopted a resolution to incorporate in Kenya The board needs to still decide on the names of the officials; the same will be included in the application letter. Further decisions shall be reported in board meetings.
Action Discuss how this should be done best.
Other business
- Monthly board meetings: Especially in times of Audacious, big changes and fast growth. The board shall reconsider more regular board meetings, for the board to keep up with its responsibilities and support staff well.
- Tabled: How to share information across the board and staff teams - what information will be useful for the board to support better the organization.
- Tabled: Virtual face to face meeting, a.k.a. virtual board day (when?)
- Tabled: https://twitter.com/UN_Mappers/status/1304427093518880771?s=19
Motion approved: to temporarily move to monthly board meetings.
Questions from members
- Mikel experience from OSMF meetings:
- Administrative support to help with minutes and meetings helps a lot.
- Mikel uses loomio for async work
- Interest in seeing more of the hiring and staffing and process as it relates to the Audacious planning
- Ralph: Admin help is needed at working group level too!
- Heather:
- The board needs a face-to-face or facilitated board meeting asap. Having a strong facilitator is really important.
- Being a board member can be a lot of work and advisors are recommended.
Next board meeting
27 October 2020 14:30 UTC
Adjournment
Miriam Gonzalez President of the Board, declared the meeting adjourned at 14:35 UTC.
Minutes approved
These board meeting minutes were approved on 24 November 2020.