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Responsibilities of the Board

Last modified by Administrator on 2014.09.28 at 12:26:45 PDT

This document was copied here from an old, internal OSI wiki, and has not been substantively edited since at least 2010. Please feel free to improve it!

Preamble

You are expected to work actively and pro-actively as a member of the Board. We all know you are a volunteer, and we also know there is life outside OSI. For different reasons, duties in your work, college/university, family, etc. there will be periods of time where you will be busy and/or you will not be able to accomplish your role as a Board member either as much as you would like or as much as is needed. However, this should be the exception, not the rule.

Responsiveness / Availability

  • You should attend Board meetings regularly. Meetings are conducted by phone and are held for just 2 hours each month. If you will not be able to attend, let the Board know in advance and report the state of your duties and actions beforehand. If you are really busy, at least let people know. The board also meets face-to-face, usually twice a year, and it is important to attend these meetings.
  • Do not block tasks. Projects need to move forward. If you feel you will not be able to accomplish a task by the deadline, keep the Board informed and/or ask for help.
  • If you are an officer (president, secretary or treasurer), you are expected to do the duties associated with the role and be prepared to provide relevant information when needed, especially delivering a report at every meeting.
  • You should follow the discussions you start on behalf of the Board of Directors on the OSI mailing lists to guide/moderate them and to avoid flame wars.
  • You are expected to also work with others in the community, to delegate and/or lead tasks and follow up on them.
  • You should answer your (Board/OSI official) emails promptly.
  • You should voice your opinion in each discussion, and vote promptly when necessary.
  • Answering emails, voicing your opinion and voting promptly, are necessary but not sufficient for the work expected as Director. You should take actions and be proactive. If you hesitate about what you can do, you must ask. The board members are willing to help you.
  • A sign of poor behavior is when a decision is stalled for missing votes and when a wider opinion is solicited and only two or three members reply on time.
  • Remember, one month without communication is a long time in terms of the Board of Directors.

Actions:

  • If you find yourself not having enough time to even follow the emails of the Board mailing list, apologizing too much due to a lack of your availability, missing more than 2 consecutive meetings, or missing more than 4 non-consecutive meetings; then you should seriously consider resigning.
  • If for any reason the lack of communication between you and the Board of Directors delays actions or blocks tasks, then you will be sent an email politely asking about your status.
  • Later, if you do not reply, then you will receive another email asking about your status and stating that the next email will cause an agenda discussion at the next Board meeting about this.
  • The Board will wait 2 weeks for an answer since the last attempt to get in touch with you. If there is no response, then the Board will assume you are resigning. The Board of Directors will confirm the decision at the next Board meeting, and the public minutes of the meeting will explain the situation and the reasons for the new vacancy.
  • Two consecutive unexcused absences may lead to removal of a Director from the board. 

Disclosures

  • Board members must not disclose any information discussed on a private mailing list unless there is a consensus that it will not cause problems or controversy for the OSI and that it can be disclosed.
  • Private mailing lists are private in order to allow people to express freely and to receive and share information which under different circumstances would not be given. The Board members must guarantee the privacy of issues discussed there.
  • The disclosure of private communications is not acceptable unless there is agreement from all people and institutions involved.

Actions:

  • If you disclose any private discussion or part of it as described above you may be asked to resign. You will have the chance to apologize publicly and explain your resignation. However, if a breach is accidental and the information disclosed is not particularly serious, then the board may opt for just an apology.
  • If you do not reply promptly and accordingly, the Board of Directors will discuss and vote on your resignation at the next Board meeting, and the public minutes of the meeting will explain the situation and the reasons for the new vacancy.

Conduct

  • Any Director may endorse any public position statement or open letter that does not commit OSI to expenditure after discerning in good faith that members of the Board do not oppose such endorsement and validating that belief with two other Directors, having given all Directors equal opportunity to respond and having received no objections (http://opensource.org/minutes20130508).
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Created by Patrick Masson on 2013.11.29 at 14:40:45 PST

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