Board of Governors Meeting Minutes

Meeting date: 24 March, 2015

Collated by: Splendor Bouman (Secretary)

Approved by: Eric Olson (President)

Agenda

  1. Meeting with Executive
  2. Approval of BoG Meeting Minutes of 12 March 2015
  3. Topics and Decisions of Previous BoG
  4. Review of GA expectations
  5. Five Year Plan
  6. Executive Responsibilities
  7. Review and Update of By-Laws
  8. Review of NDA
  9. Update of Privacy Policy
  10. Any Other Business

Attendance

Present

  1. 101031 - Eric J. Olson
  2. 102912 - Jacques Mariens
  3. 155904 - Splendor A. Bouman
  4. 218981 - Elias Herrero

Meeting valid for statutes with 100% attendance

1 - Meeting with Executive

Eric Olson, President, Opened the meeting at 18:00 UTC. The following topics were discussed:

  • Welcome to new Executive Team members
  • Status update
  • Introduction to new Executive Council members
  • Review updated Draft of Executive Responsibilities
  • Discussion of forum versus network rules
  • Discussion on the future of the NDA

2 - Approval of BOG Meeting Minutes of 12 March 2015

No discussion was recorded for this point.

Motion: Accept BOG Meeting Minutes of 12 March (http://doc.ivao.aero/meetings:bog:2015-03-12 (24/03/2015 22:19))

Author: Eric J. Olson

Voting

Type: public - Majority: regular

Results

4x Agree : Elias Herrero, Eric J. Olson, Jacques Mariens, Splendor Bouman

Conclusion: Agree

3 - Topics and Decisions of Previous BOG

Pending motions from previous Board Meetings were reviewed:

3.1 - Administrative access to network administration menus for BOG

A discussion took place to review the practical needs of Governors to hold administrative network access. The discussion focussed on the practical need of governors to take control of network functions and the practical gain of holding administrative network privileges to monitor staff work.

The point was made that there is no practical advantage to holding network administration privileges to monitor the Executive therefore said rights would be inappropriate for Governors. However the possibility to appoint and remove Executive staff was considered essential to safeguarding the network, and a motion to the affect was proposed.

Motion: Modify decision of Board related to Administrative access to network administration menus for BOG. Amend decision to read “Direct Logistics to enable access for PRE/VPRE to allow ability to appoint/remove Executive Council and Advisers”

Author: Eric J. Olson

Voting

Type: public - Majority: regular

Results

4x Agree : Elias Herrero, Eric J. Olson, Jacques Mariens, Splendor Bouman

Conclusion: Agree

Consultation with SDD is needed before this point can be addressed further.

3.3 - Appeal Committee

The decision to implement this through a task force was upheld, no change in status.

3.4 - Executive Council Procedures

As the working relationship between the Executive and BoG is functional and productive no further actions are needed.

3.5 - Server Administration Access

Having reviewed the method in which the servers are registered and the ability to reset administration credentials though the billing accounts, already held by the Treasurer, no further access rights or passwords were deemed necessary for the board to hold and a motion was the the effect was proposed.

Motion: Rescind previous decision of board regarding server passwords due to ability of treasurer to recover through billing procedures.

Author: Eric J. Olson

Voting

Type: public - Majority: regular

Results

4x Agree : Elias Herrero, Eric J. Olson, Jacques Mariens, Splendor Bouman

Conclusion: Agree

4 - Review of GA expectations

The replies to the General Assembly forum post were discussed. A number of items were listed as complete, others were marked for review in the future.

5 - Five Year Plan

The necessity of a five year plan was discussed. The board members agreed that it was a useful tool and should be continued. The present plan was reviewed. Further details and modifications will be made in the BoG forum.

6 - Executive Responsibilities

The current Executive Responsibilities were reviewed ahead of publication on the document server. As there is no change to previous decisions or guidelines no motion was necessary, however the Executive Assistant section was marked for review ahead.

7 - Review and Update of By-Laws

7.1 - Article 8 - Election Procedure

The board felt that the Election Procedure motion proposed at the GA meeting of 15 January 2015, to ensure that only candidates to the BoG who receive more than 50% acceptance are appointed, was appropriate and widely supported even if the necessary 2/3 majority was not achieved to add it to the statutes. A motion was proposed to amend the By-Laws accordingly.

Motion: Update BOG Election Procedure as follows:

  • A. Modify Article 8, “Election Procedure”, Point 3 to read “The top X candidates who have received more than 50% of “accept” votes are elected starting with the most “accept” votes and working downwards.”
  • B. Modify “Unusual Circumstances”, point 3 to read “receive” replacing the word “receiving”.
  • C. Add to “Unusual Circumstances,” Point 4 to read: “4. The above scenarios assume that each candidate has received more than 50% accept votes. Those who have not, are ineligible for appointment.”

Author: Eric J. Olson

Voting

Type: public - Majority: regular

Results

4x Agree : Elias Herrero, Eric J. Olson, Jacques Mariens, Splendor Bouman

Conclusion: Agree

7.2 - Article 3 - Membership Contribution

Last year's deadline for annual membership contributions fell on a Sunday which caused issues with back processing of payments received during the weekend. There was also some confusion about the opening and closing dates for annual contributions. Motion were proposed to amend the wording of the By-Laws.

Motion: Update by-laws Article 3, paragraph 3 to amend the following in-line: “…payment before February 15th (or in the case of a bank holiday, the next working day), if still not received…“

Author: Eric J. Olson

Voting

Type: public - Majority: regular

Results

4x Agree : Elias Herrero, Eric J. Olson, Jacques Mariens, Splendor Bouman

Conclusion: Agree


Motion: Update by-laws Article 3, paragraph 4, instances of “1 month” to read “30 days, or the next working day in case of a bank holiday”

Author: Eric J. Olson

Voting

Type: public - Majority: regular

Results

4x Agree : Elias Herrero, Eric J. Olson, Jacques Mariens, Splendor Bouman

Conclusion: Agree


Motion: Amend By-Laws, Article 3, paragraph 6 replace first sentence to read, “The NPO will not accept a donation prior to being accepted as a GA member as the membership contribution for new members or before January 1st of the current year for current GA members.”

Author: Eric J. Olson

Voting

Type: public - Majority: regular

Results

4x Agree : Elias Herrero, Eric J. Olson, Jacques Mariens, Splendor Bouman

Conclusion: Agree

8 - Review of NDA

Discussion among the board as well as input from the Executive led to the conclusion that the NDA is still a valuable tool from the standpoint of reminding those users with access to sensitive information that they have access to it and also providing a potential “shift of legal responsibility” in the event of a personal lawsuit for breach of confidentiality.

The NDA shall be redrafted and streamlined to a more specific document outlining what is considered protected information.

9 - Update of Privacy Policy

Changes to the Privacy Policy may be necessary due to the amendment of Rule 7.15. As no update was prepared in time for the meeting the item was tabled.

10 - Any other Business

  1. Task Force New Rules & Regulations: Elias to coordinate with volunteers and Executive.

With no further business to be discussed the meeting was closed.