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

[CIEEPI UNO]

Dear all: It’s a good practice to have the minutes in short time. 

But transparency seems to be a little more complex and wide concept, involving resolutions, a follow up from session to session and, the most important, some effective way for the community to participate with voice at least in the board meeting according to particular issues or interest.

Some boards put transparency in practice using a set of integrated practices including the empty chair, being to be occupied for those who need their voice be heard in the board. 

Carlos Vera
Isoc Ecuador

> On Apr 5, 2018, at 2:11 AM, Gonzalo Camarillo <Gonzalo.Camarillo at ericsson.com> wrote:
> 
> 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
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