Governance Meeting 2008-12-01

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December Governance Meeting Minutes

Table of Contents


1 attendees 2 Sean called meeting, introduces 3 agenda

   3.1 AGM
       3.1.1 AGM without bylaws:
   3.2 respect legal risk for directors
       3.2.1 outside
       3.2.2 inside
   3.3 round table
       3.3.1 David
       3.3.2 Scott
       3.3.3 sim
       3.3.4 Ryan
       3.3.5 Sean
       3.3.6 Ifny
   3.4 some of David's views
       3.4.1 what does David want his "role" to be
       3.4.2 what is Ryan's role
       3.4.3 how much authority should David and Ryan be granted
       3.4.4 why is Ifny not wanting to get paid
       3.4.5 can we have regular operations meetings
   3.5 how policy should be created

4 unresolved

   4.1 power structure
   4.2 roles and boundaries
   4.3 rules and guidelines
   4.4 alleviating stress on David

5 questions

   5.1 timeline for ratifying bylaws
   5.2 budgetary and financial agreements
   5.3 documentation, who is responsible for developing
   5.4 priorities and deadlines
   5.5 communication, internal, gaps that are present

1 attendees 12:52, 23 February 2010 (PST)12:52, 23 February 2010 (PST)~ Sean - facilitator Ifny David Scott Sim Ryan - minutes

2 Sean called meeting, introduces 12:52, 23 February 2010 (PST)12:52, 23 February 2010 (PST)12:52, 23 February 2010 (PST)12:52, 23 February 2010 (PST)12:52, 23 February 2010 (PST)12:52, 23 February 2010 (PST)Jessica governance meeting? discussion about internal issues

we are operating in a way that disagrees with what our bylaws suggest reassess bylaws?

what free geek means to people

as free geek becomes more successful, stakes being raised

3 agenda 12:52, 23 February 2010 (PST)Jessica

3.1 AGM


current bylaws society act says we need AGM 15 months after incorp

by march 6th 2008 absolute deadline

bylaws are still not in place

victory does not vet bylaws, we are responsible for legal

article 6 we must comply with

(some future issues may need to go to general)

do bylaws need to come before the AGM

bylaws need to be filed within 2 years of incorporation or we are dissolved

we can have the AGM before the bylaws are filed

3.1.1 AGM without bylaws:

is it legal?

they have bylaws on file?

does Victoria need to have the bylaws for them to be legal?

special resolution meeting

COMMIT: Sean to make sure that Victoria is just a repository for the documents

we are currently operating under Schedule B

proposed bylaw changes should go to general meeting? not legally required, but good idea?

why not have the AGM without ratifying the bylaws

the problem with not doing them before the AGM is that we carry on with our problems of responsibility

there are problems with the bylaws

changing schedule b into what we want is a flawed approach, maybe not we have been grafting onto schedule b

article 6? society act, that is what most needs to be addressed

Scott: draft a paragraph encompassing what we want, file that as bylaws

FREE GEEK: AGM: February, Tuesday the 26th 7pm

Sean wants to have the bylaws ready for the general meeting before the AGM

AGM report needs to be filed within 30 days of the AGM

general meeting on Feb 12th, and ratified before the AGM

do we have legal help? were accepted by the pro bono legal society draft bylaws looked at by a lawyer

3.2 respect legal risk for directors


3.2.1 outside

we can apply for director's liability insurance $775/year

it is not based on our bylaws or the details of the organization

3.2.2 inside

creating a flatter organizational structure

communication to directors about what is happening that could be potentially risky, and would impose liability

directors would have special ability to block decision. can call a meeting to reexamine a decision if a director is not present and is uncomfortable with a decision. will be written into bylaws.

directors meetings will occur pre or post general meeting, minuted. fulfills directors role as overseeing general membership meetings, and keeping in touch.

there is concern that some issues that come up but the conversation is not happening.

joint space committee, safety discussions with pedal in the new space. included in the sublease.

safety is not glamorous, the discussion

should be meetings to talk about this, operations meetings need to happen regularly to discuss this and keep things safe and keep people (directors informed)

need paid staff to implement policy and make sure it is followed

financially we have 10,000

1300 GST PST

line of credit with David

moving expenses

lots of other liability

we want to hire, need to hire

if we have policy that everyone accepts we can actually decide what it is and how we make sure it happens

having staff to deal with this policy offloads liability from the organization

3.3 round table


3.3.1 David

no policy or procedure in place

or not agreed upon group

if there's no manual, it doesn't work

the new space is challenging, complex because of separation

we need to build a hierarchy of power within the limits of our consensus based system

3.3.2 Scott

want to see fg move to new space, get along with pedal

hire and pay employees

amazed and impressed with what has happened

experience with consensus orgs, what is important is defining what that is

we don't want it to be who talks the loudest and longest

it is too male, strive for gender equity

doing it through a board, is a way to bring it to the organization generally

3.3.3 sim

we need more structure and delineated responsibility

we need to pay some people to do some dirty jobs

make sure jobs get done that aren't getting done

need to introduce hierarchy

3.3.4 Ryan

need to have policies written down and known

proud of what we are doing

communication is just in our heads

3.3.5 Sean

hired, need to delineate roles

doesn't need to be hierarchical

we have agreement based on what is expected of people

largely written in policy

this is what our vision is, manuals implement it

moving to a new space may require some hierarchical, may be done communicatively

requires imagination and work

perhaps needs to be reflected in roles

3.3.6 Ifny

apologize about coordinating operational meetings

would have been helpful to solve some of these problems earlier on

still see us as a con census based organization

authority and expertise confusion

merit based not authority based

initiative based

strongly believe should be non hierarchical

need consensus and anti-oppression training

need David and Ryan paid in Jan

volunteers can do it

need documentation, signage

things have evolved organically

3.4 some of David's views


in the new space we wont be able to keep our eyes on what is going on

the move hasn't been thought out in how this is going to scale

bosses vs people with expertise

agreement on what actually needs to get done, but how does it need to get done

how do people who are responsible actually make sure it is done coordinating, paid or not

of course it'd be good to pay everyone

paid staff shouldn't have more or less say

how does someone who is supposed to make sure something is done, if not dictate? if its not authoritative

the build coordinator is there and listened to because he can instruct

if build doesn't exist the show doesn't stop

there's a difference between things that need to be done, and things that people want to do

how do we make sure people show up to answer the phone?

we need to address problem behavior with employees. not showing up. you get fired. they get authority through that. they get to decide how the organization is shaped.

David doesn't want volunteers telling David how to do his job.

there is an issue and disagreement about how decisions are made.

how much leeway does a person have within an area that individuals are responsible

when do things need to go to a group

when does a purchase order need to go to a group a sale?

potentially we could place limits about what kind of actions happen in the shop

draw lines that people (David) can work within

this is how far you can go, this is how much you can spend

volunteers are here to ride along in the experience

separate core vs non

how can people be harnessed

some people are valuable to the organization

some people are not

is there a space between being told what to do and having things totally flat

Sean has had a sense of ownership over stuff and would respect someone who potentially knew more


see a store that could function without David

so he could "oversee" all of the areas

don't want to "own" stuff, but need to have "control" "hands-on" decision making process


3.4.1 what does David want his "role" to be

title doesn't matter

has the whole thing planned in his head

has historically come to places and "fixed them" and quit

would like to be the safety guy

would like to help vollies

constantly pulled away

oversight of the whole system


3.4.2 what is Ryan's role

creating a workplace that members have control of, nonhierarchical

technical problem solving

worked in corporate environments (that failed)

3.4.3 how much authority should David and Ryan be granted

how much can be spent

how much freedom to make decisions

what kind of decisions can be made

we are flexible with the money

we need boundaries with the money

there needs to be specific rules about spending money

David wants to draw a line between volunteers and staff

Ifny wants to not draw a cheque, but should not be punished

3.4.4 why is Ifny not wanting to get paid

useful to be director

but can get paid as director

has thought others should go first

would rather others get paid

3.4.5 can we have regular operations meetings

3.5 how policy should be created


who is responsible

policy is intended to give direction about where the org needs move

within boundaries of bylaws

withing boundaries of law


the governance committee needs to be responsible for vetting policy

not necessarily producing them

needs to take responsibility

policy should be produced by work groups that are responsible for them

rules filter from the top

but are built from the bottom

people doing procedure

procedure gets encoded and written at a higher level

operations policy and procedures manual

health and safety manual

financial/budgetary, its a communications document

 set along with operations people

outreach policy

lets have a single work group

not spread too thin

8 people spread into a large number of groups

individually we are too busy

policy is discovered

people doing stuff making policy

and need to write it down

many things have not been talked about

minuted all over the place

there is no policy

distinction between policy and procedure

procedure is what we do and how

policy is X

minutes from work group minutes could be considered policy

if we accepted and agreed to something, it could be policy

there are things that should be policy that isn't

start talking about writing policy in a work group meeting

Portland should be used as reference not as our policy

4 unresolved 12:52, 23 February 2010 (PST)12:52, 23 February 2010 (PST)~~

4.1 power structure


4.2 roles and boundaries


4.3 rules and guidelines


4.4 alleviating stress on David


we don't want to take confusion to the new space

we need to make policy from the ground up

the org is healthy as evidenced by the VCN AGM

do the policy writing in meetings

do the policy making online

David take time out to do it (what he knows)

we need to write everything else down that is outside David's expertise


svn repository

5 questions 12:52, 23 February 2010 (PST)12:52, 23 February 2010 (PST)~ does David need a role

or a title




warehouse store build testing

5.1 timeline for ratifying bylaws


5.2 budgetary and financial agreements


5.3 documentation, who is responsible for developing


policy and procedure?

5.4 priorities and deadlines


5.5 communication, internal, gaps that are present