FHISO Board Meeting held 19 April 2016 at 1800 UTC

The meeting was held by private Google Hangout.

Present: Drew Smith — Chair; Tony Proctor — Vice Chair; Roger Moffat — Secretary, Acting Treasurer; Andrew Hatchett — Membership Standing Committee Coordinator; Luther Tychonievich — Technical Standing Committee Coordinator; Richard Smith — Technical Standing Committee Co-Coordinator.

Absent: Greg Lamberson — Treasurer; Brett McPhee — Membership Standing Committee Co-Coordinator.

  1. Motions to amend the bylaws.  Richard Smith proposed Motions: (A) to abolish the Executive Committee, (B) to simplify Board Meeting Procedure, (C) to remove Membership Regions, (D) to remove details of TSC operation, and (E) to add that standards are voted on by the membership. These changes simplify the structure of FHISO and brings the bylaws more into line with the current practices. Each passed nem. con.
  2. Officers. Some discussion on whether organisations normally have a Secretary and Treasurer elected by the membership, or appointed from a group of people elected by the Membership to the Board.
  3. Accounts. Trying to create a set of accounts to cover FHISO’s history is ongoing
  4. Banks. Roger Moffat is now the primary contact for the Bank of America account. Robert Burkhead remains as a signatory. Roger has converted the account to a cheaper Business Fundamentals account — $15 a month instead of $30 a month.
  5. Website hosting. We have websites on two hosts – SimplyHosting.net has the main website and handles mail, mailing lists etc and Richard Smith’s server has tech.fhiso.org and terms.fhiso.org. This will continue for the foreseeable future due to restrictions of access to a site on a shared hosting server.
  6. Website content. Discussion about freshening up the content of the front page of http://fhiso.org/. The centre pane is updated automatically by new posts, but the left pane needs revision.

Next Meeting to be around end of May to mid June. A “WhenIsGood” page will be setup to coordinate timing.

Meeting concluded at 1950 UTC

Submitted by Roger Moffat — Secretary

Motion A: to abolish the Executive Committee

  1. In §4.2, replace “Executive Committee” with “Board”.
  2. In §9.13, replace all of the text after “may be taken without a meeting if” with “three-fifths of the voting members of the Board consent to the action in writing or by email”.
  3. Rename Article 10 to “Committees”; and in the prologue to Article 10, delete “an Executive Committee and”, and append the following sentence to the paragraph:

    Any reference to a committee that no longer exists shall be interpreted as referring to the Board of Directors.

  4. Delete the whole of §10.1.
  5. In §10.2.1(b) and §10.3.1(b), delete “Executive Committee and”; and later in §10.2.1 and §10.3.1, replace “FHISO Executive Committee, of which its officers are also members” with “Board”.

Motion B: to simplify Board Meeting procedure

  1. Replace §9.8 with:

    9.8 Board Meetings

    The Board shall hold meetings at least quarterly. Meetings shall be called as agreed at previous Board Meetings, or upon the request of the Chair or one-third of the Board.

  2. Delete §9.9.
  3. Prepend the following paragraph to §9.10:

Meetings shall be conducted in accordance with Article 17.

  1. Simplify the wording of Article 17 to read:

Article 17: Conduct of Meetings

17.1 Meeting Accessibility

Meetings shall be conducted in a manner accessible to those not present in the same physical location, for example by phone or other electronic communication. A reasonable effort should be made to facilitate participation from all regions.

17.2 Notice of Meetings

Reasonable advance notice of meetings shall be given to intended participants in an appropriate form.

17.3 Meeting Materials

A reasonable effort shall be made to ensure that any agendas, proposals, reports, or other meeting materials are available to intended participants in an appropriate form and sufficiently in advance of the start of the meeting.

17.4 Meeting Minutes

Minutes shall be taken during the non-executive session of all meetings, and shall be made accessible to the general membership.

Motion C: to remove Membership Regions

  1. In §10.2 and §10.3, replace the phrase “representation from FHISO’s Membership Regions” with “regional diversity”.

Motion D: to remove reference to details of TSC operation

  1. Replace the first three paragraphs of §10.2 (up to “and made part of the FHISO Manual”) with the following:

    The Technical Standing Committee (TSC) is responsible for coordinating work
    towards FHISO’s technical goals.

    The committee

    1. determines the overall strategy for technical work, which is reviewed by the Board and made available to the general membership;
    2. determines the requirements for all technical work, including the scope of work, expected deliverables, time and resource requirements; and
    3. determines technical priorities unless the Board determines otherwise, either on their own or following an appeal from members per Article 18.

    Additional roles of the Technical Standing Committee are documented in the Technical Standing Committee Charter, including

    1. defining of technical processes and policies;
    2. overseeing all technical work;
    3. assigning technical leadership roles to FHISO members as appropriate;
    4. defining which roles provide membership of the Technical Standing Committee beyond those outlined in these by-laws; and
    5. recommending proposed standards for ratification under Article 10A.

    The Technical Standing Committee Charter is subject to approval by the
    Board.

  2. In §10.2.1(b), replace “Technical Projects and Technical Project Team activities” with “and other technical activities”.
  3. In §10.2.1(c), delete “and its Operations and Policy Manual”.
  4. In §10.2.2(b), replace “associated Technical Project Teams” with “other
    technical activities”.

Motion E: to add that standards are voted on by the membership

  1. Add a new article (based on §1.5 of the TSC Operations & Policy Manual with small changes to fit its new context as part of the bylaws):

    Article 10A: Ratification of Standards

    At the recommendation of the Technical Standing Commitee, each recommended standard shall be made available to the general public and its recommended status shall be announced to the FHISO membership and the general public.

    A recommended standard does not become a standard until approved by a vote of the general FHISO membership. These votes are administered by the Board in accordance with policies on who may vote given in Articles 4 and 5; the Board may optionally produce an additional Vote Administration Policy to clarify the voting process. The vote should be scheduled no less than 60
    days after the recommended policy’s recommended status was announced to the FHISO membership and no more than 365 days after it became a recommended standard.

    If the recommended standard passes by a simple majority of the votes cast, it shall become a full standard and be returned to the Technical Standing Committee to be published and maintained, following the process outlined in the Technical Standing Committee Charter. If it does not pass by a simple majority it shall be identified as a “rejected standard proposal” and published along with the results of the vote.