Extraordinary General Meeting - 2009-11-17

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Society Extraordinary General Meeting minutes for November 17th, 2009 at
Location: 1820 Pandora Street


Contents

Welcome

Welcome to the EGM!

Roles

Facilitator: Patrick C.

Regulator: Ashley S.

Scribe: Ifny L.

Consensus Intro: Ashley S.

Minutes Checker: Patrick C.

Time Checker: Patrick C.

Chair: Ashley. S.

Attendance

Patrick C, David R, Chris H, Devenne D, Ashley S, Christine H, Brian D, Ifny L.

Four members are present. Quorum is three.

Overview

1. What is consensus?
2. Description of current governance, members
3. How we choose directors at Free Geek Q&A
  • Q. Do the directors need to leave the room while we discuss the candidates?
A. No, the people who leave the room are candidates. At an Annual General Meeting (AGM) outgoing directors stay in the room during the discussion of candidates, unless are running again. At AGMs, ougoing directors don't step down until the end of the meeting, so are still directors during the selection process. It's fine to have directors present. The only people who have to leave are the candidates.
  • Q. Who are members?
A. People who originally incorporated FG, and subsequent directors. There are 17 members currently. FG wants to come up with a satisfactory definition for membership so that we can open membership up.

Motions for Special Resolutions

Chaired by Ashley.

1. Ashley motions: No seconds are needed for motions to be carried. Seconded by Ifny.

  • Motion carries.

2. Ashley motions: Membership at Free Geek is free.

  • Motion carries.

3. Ashley motions: The current 17 members shall agree to undertake decision-making by consensus during the EGM. (Grounds: Conduct at the EGM should reflect the reality of Free Geek's decision-making methods.)

  • Motion carries.

4. Ashley motions: For the duration of this EGM, the current Board of Directors shall defer their authority to the will and consensus of the current membership. (Grounds: board authority should not extend to its own makeup.)

  • Motion carries.

5. Ashley motions: For the duration of the EGM, the current members agree to respect and hearken to the consensus of individuals people present who have been to 3 Free Geek meetings, have volunteered at Free Geek, and who may be considered to be in good standing. (Grounds: Conduct at the EGM should reflect the reality of Free Geek's decision-making methods. The input of all present is welcome, but blocking privileges should require certain involvement with the organisation.)

  • Motion carries.

6. Ashley motions: The term of the new director shall extend until Free Geek Vancouver's next AGM.

Member objection, wording amended. Ashley motions: The term of any director shall extend until Free Geek Vancouver's next AGM.

  • Motion carries.

7. Ashley motions: Candidates shall retire during the discussion of appointments to the board. No minutes or notes of any kind shall be kept (Grounds: allows for franker discussion and discretion, while respecting people's feelings and protecting individuals from possible repercussions)

  • Motion carries.

8. Ashley motions: Candidates shall nominate themselves. (Grounds: Endorsement should not interfere with evaluation; opportunities for expressing support exist in the discussion process.)

  • Motion carries.

9. Ashley motions: After all candidates have had the opportunity to self-nominate, the membership may invite an individual to self-nominate who has not yet done so. (Grounds: some people need a little encouragement.)

  • Motion carries.

10. Ashley motions: if the membership wishes to appoint a candidate to the Board who is not yet a member, the candidate in question may be immediately inducted as a member with full privileges.

  • Motion carries.

Ashley steps down as Chair.

Directors Selection

Current directors who are present introduce themselves, announce open position

Ashley: We have an opening for one of the six positions on the board. As per our bylaws we have an open slot. According to our bylaws, directors could select someone, but according to the way Free Geek wants to govern itself, the selection is done by consensus.

  • Q: Could directors give a bit of information about themselves?

Christine Ho: Likes FG principles, consensus model, ethical recycling. Wants to contribute to the community. Wants to be part of FG.

Ashley Stevenson: Been volunteering since the "old space." Keen on and regularly uses free and open source software. Thinks environmental harm reduction is only sensible way of living and happy to be involved in it.

Discussion: role of the board

1. Presentation of directors legal responsibilities, with Free Geek flavour
2. Discussion

Ashley: When he stepped up, heard outline of time commitment, but found his time commitment to be longer than he had been given to understand. Some challenges. Prudent to say you can spend a lot of time being a director; you have to learn to self-limit. You could spend 40 hrs per week making yourself busy, important to be cognisant of that. Important to get involved. You get a broader insight into the organisation. You don't have more authority but you have good people to help you learn. You get involved thoroughly.

Christine: Lots of meetings. Some meetings are quite long. Issues come up and you need to do research. FG doesn't operate like a regular business, not everything is written down so there are special challenges.

Ifny: Legal and financial oversight for the organisation. Directors are responsible for staying aware of what's going on, reading minutes. FG board is calibrated so that different styles/skill-sets/schedules can be accommodated. Sometimes directors spend a lot of time for a while, but then they get busy with lifethings, so other directors step in to help share duties and responsibilities. Some directors come in every week, more than once a week. Some don't come in at all, but they have special skills or expertise we can call on when needed. Unique opportunity for service to the organisation, special access to certain things because they are legally bound and responsible for the welfare of FG (e.g. HR, legal stuff). Help fundraise, represent FG out in the world, support staff and volunteers. Thankless, since being a director is extra responsibility without extra power. But important, interesting, prestigious.


  • Q: Just because you're a director doesn't mean you get to be on HR automatically, right?
A: Correct. But only staffmembers or directors can be on HR because they're bound to keep confidentiality, employee privacy etc.
  • Q: What about Hardware Grants workgroup? Is that the same?
A: No. Hardware Grants mailing list and ticket tracker is kept closed so that we know the people on there. That is to protect the privacy of the organisations who ask us for free equipment, in case of spammers, commercial data harvesting etc. But when an organisation makes an application to Free Geek, they expect it to be looked at by our people. E.g. one of our current directors was on the Hardware Grant mailing list before he became a director -- he was a volunteer Build Instructor and was helping put together a lot of hardware grants so it made sense to have him involved in this way.
  • Q: Can directors have their own business cards?
A: Of course! Just ask. Great for getting the word out.

Candidates nominate and introduce themselves

See Director Nominations for the EGM

First round discussion

Standard Questions

  • What is your interest in joining the Board?

Chris: To get more involved in FG.

David: Because I have been with FG from the beginning. FG is in need of specific help that I can provide. Not so much operational, since that seems fine, but more to do with HR. As an outside person I can't do that, as a director I can exercise my experience.

  • What past or present experience do you have with Free Geek?

David: Cofounded Free Geek in Nov. 2006. Worked here officially for a year.

Chris: Been volunteer for about a year. Spent time as a support volunteer, doing that currently. Saturday volunteering. Making time to come to meetings as much as possible. Helped at outreach events.

  • Do you have other non-profit or community service experience?

Chris: Not equivalent to FG.

David: None outside of FG.

  • Additional skills, abilities or professional abilities that pertain to Board service?

David: Hard to say. Have been in business for 12 years, in particular recycling. Helped start FG.

Chris: Has financial and legal obligations. Not much legal experience, have not dealt with financial stuff. Field I work in is manufacturing. Computer stuff is a hobby.

Q: You know the operation as a volunteer?

Chris: Yes.

  • Current occupation and/or employment?

Chris: Manufacturing, mechanical technician in plastics, quality and design. Custom work, chip trays.

David: Have my own company called the Hackery. Repair electronic equipment and sell it.

Q: Computer equipment?
A: Yes.

Questions from the floor

  • Have you had dealings with the Employment Standards Act, as an employee or employer?

David: As employee, work related injury stuff 5 yrs ago. As employer, setting up payroll and workers compensation (at FG). Later on when we were having problems with a staff member, detailed research on how to deal with this individual.

Chris: Afraid not.


  • Where would you like to see the organisation go over the next two years?

David: I see FG become more financially secure, not operating on any grants anymore. Moving into a different building. Increasing volume in terms of intake. Taking larger entities on as clients. I see someone hired full time to be on the road visiting clients, generating better wholesale accounts, getting Industrial Commercial and Institutional (ICI) equipment, homogeneous equipment. This is what FG needs as far as wholesaling.

Chris: Hard to expand on what David has said. Expand the space, maintain financial security. Would like to see material stream more efficient, start new streams. More observation of materials going out the door, keep stuff out of the dumpster.


  • Question for David. You have a business which deals with FG. How would you speak to the idea that there might be conflict of interest?

David: This question happens all over NA with nonprofit boards. Lawyers on boards who provide services etc. Standing aside is the way to handle potential conflict of interest. If a decision came up (e.g. about the Hackery), I could stand aside from the decision and it would be made without my input. At FG Portland, one of their founders became staff, then later a director and became one of their downstream recyclers. He purchasing their circuit board etc. Standing aside from certain decisions solves conflict of interest problem.

  • Question for Chris about opinions on how conflicts of interest can be handled.

Chris: Nothing to add.


  • In future, do you think client base will be based more towards wholesalers?

David: FG needs to rely heavily on wholesalers to exist, looking historically at how money is generated and at Portland.


  • Should the store separate into two parts, wholesalers and individual customers?

David this is getting too specific, not really relevant to his nomination.


  • Can you name three areas of FG that need improvement?

Chris:

  1. Better information support for vols, at stations and in training
  2. Better utilization of space.
  3. Better recognition in the community (Lower Mainland) - Chris would like to extend FG's reach to Vancouver Island, personally.

David:

  1. First problem is related to HR. Poor hiring practices. Attached to that is poor documentation.
  2. Lack of communication amongst staff which results in operational problems.
  3. Recognition in the community - zero amt of energy being put into visiting our larger clients, getting out there. Bad guys are pros at schmoozing.


  • How many monthly meetings can you attend in a year?

Chris: has been attending regularly.

David : probably would not attend unless there was an issue that needed his direct attention.


  • Specifics of how you would like to get involved, what kind of a director do you envision yourself being? problems you identified do you want to rectify?

Chris: directorship is a new concept for me, can't envision anything. At first will try to absorb a lot. I want to contribute a lot to the wiki, talk to warehouse more about skidland to see material flow. Help with outreach and communications. Always come across people who haven't heard of FG.

David: Main interest would be to be involved in HR things. Watching list if financial stuff comes up. Business, questions about large purchases, budget for next year.


  • Thoughts on consensus?

David: I see its merit, but I don't think FG has executed it very well; this was one of the reasons I left as a staff member. Don't think it has a place in business. But do understand it in the context of this organisation. While I have very strong views on it, I would like to see the organisation succeed so I can put my opinion aside.

Chris: Intrigued by it as a new form, have worked in very hierarchical environments. Sometimes it doesn't get explained very well at meetings but we muddle through, guess that means we're getting better at it.


  • Conflicts of interest that you'd like to disclose?

Chris: I can think of none.

David: If something came up about my business, or if something came up about Ifny I would have to stand aside.

Second round discussion

-Candidates leave the room
-Remaining group discusses each candidate
-Group arrives at consensus (hopefully) on new director appointment to available slot
      • No notes or minutes are permitted to be kept during this time***

Addition to the Board

-Candidates re-enter. Consensus of the group is announced.

UPON MOTION DULY MADE, IT WAS RESOLVED that the Board of Directors shall consist of 7 members until the close of the next annual general meeting, unless the board of directors so choose to amend this number before that time.

UPON MOTION DULY MADE, IT WAS RESOLVED that the successful nominees who was not previously a member, Chris Hooper, be immediately inducted as a new member.

UPON MOTION DULY MADE, IT WAS RESOLVED that Chris Hooper and David Repa be appointed to the Board of Directors, serving until the close of the next annual general meeting, unless the membership or directors themselves move otherwise.

Closing and Adjournment

Meeting adjourned.

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