[Chapter-delegates] Board response to ChAC proposal to increase transparency of the board

[Gonzalo Camarillo]

Hi Richard,

thanks for your proposal to increase transparency of the board. With
respect to publishing the minutes of the board meetings more quickly,
our secretary always has the draft minutes ready very shortly after the
end of the meeting indeed. Per your request, we can formally approve the
minutes with an e-vote, which according to our bylaws takes 7 days to
complete. Therefore, in the future we should be able to publish the
minutes of the board meetings in a bit more than a week after the
meeting's end, which should address your concern.

For instance, the e-vote window for the board to approve the minutes of
our last board meeting in London will go until the coming weekend. This
is because even if all trustees have already cast their e-votes, per our
bylaws the official approval needs to wait until the end of the window,
in case any trustees decide to change their votes. The by-then approved
minutes of the meeting will be published shortly after that.

Please, note that all our board meetings are webcast live. Additionally,
we always publish the video recordings as soon as they are ready,
shortly after each meeting. The video recordings are uploaded to
youtube, which provides machine-generated captions.

For instance, links to the video recordings of our last board meeting
were posted on the page for the meeting (Board Meeting No. 139) shortly
after the meeting ended:

https://www.internetsociety.org/board-of-trustees/meetings/

With respect to the types of board sessions, the agenda of every board
meeting includes the following description:

> Guide to Board of Trustees session types:
>
> - Closed executive session: board members only.
> - Open to observers session: local and remote attendees are welcome to
>   listen in
> - Open forum session: local and remote attendees are welcome to ask
>   questions, provide in put, and discuss with the board.
>
> Note: The Board may invite particular individuals to participate in
> any session (e.g., as presenters) as needed.

As you know, we try to discuss as many topics as possible in open to
observers sessions. However, as you note, some topics require the board
to discuss them in a closed executive session. Our agendas always
include a short summary of the topics to be discussed in a closed
executive session. Nevertheless, per your request, in the future we will
expand those summaries a bit to also discuss when possible why each
particular topic needs to be discussed in a closed executive session at
that point.

Please, note in any case that some topics are confidential and very
sensitive in nature (e.g., PIR business-critical information) and thus,
we will only be able to provide very high-level information (or even
none at all) about the topic publicly.

In any event, let me point out that no matter how strict we make our
bylaws regarding board transparency, the community will always need to
put a certain level of trust in its trustees (thus the name ;-) ). This
is because regardless of what the bylaws say about official meetings,
public minutes, etc., any set of trustees can potentially meet
informally among them and discuss whatever topic they desire at any
point. Therefore, instead of analyzing how the bylaws could be edited to
address corner cases, having good and active communication channels
between the board and the community has been and will continue to be
much more useful and effective to build and maintain the necessary trust.

Let us conclude this note by saying that, in our humble opinion, this
board already works in a very transparent way and that we are going to
continue working on improving that particular aspect of our board processes.

Cheers,

Gonzalo