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The following commit(s) were added to refs/heads/master by this push: new 0479947 Add minutes for the 2022-08-04 meeting. 0479947 is described below

commit 0479947467f84bd6b545728a26fb4bae0816b44e Author: Julius Mittenzwei julius.mittenzwei@openpublishing.com AuthorDate: Wed Sep 21 16:42:47 2022 +0200

Add minutes for the 2022-08-04 meeting. --- minutes/TPI_Board_Meeting_Minutes-2022-08-04.txt | 99 ++++++++++++++++++++++ ...ing_Minutes-2022-08-04.txt.5FA53B246DEA01A5.asc | 16 ++++ 2 files changed, 115 insertions(+)

diff --git a/minutes/TPI_Board_Meeting_Minutes-2022-08-04.txt b/minutes/TPI_Board_Meeting_Minutes-2022-08-04.txt new file mode 100644 index 0000000..8f55004 --- /dev/null +++ b/minutes/TPI_Board_Meeting_Minutes-2022-08-04.txt @@ -0,0 +1,99 @@ +,Tor Board Meeting Minutes for August 4, 2022 + +Video and phone conference meeting called to order at, 11:00 am eastern/ 15:00 UTC + +Present: Biella Coleman, Kendra Albert, Rabbi Rob, Julius Mittenzwei, George Rosamond, Nighat Dad, Isabela Fernandes, Roger Dingledine, Sue Abt, Desigan Chinniah + + + +I. Administrivia + + +- Julius moved a motion to approve June 1 2022 board meeting minutes. Kendra seconded. All voted in favor (Biella was absent for this vote due to technical difficulties) + + +II. Discussion around Chair & Vice Chair Roles and Board Expectations. + + +- Discussion around chair and vice chair roles. +- Kendra moved a motion to accept the roles of chair and vice chair as outlined in Appendix A. Biella and Julius seconded the motion. All voted in favor. +- Discussion of board members expectations. We made some suggestions on a shared document and made some changes but decided to move on to other agenda items and return to finalizing and voting on the expectations during our next meeting. + + +III. Voting on Chair and Vice Chair Roles, Board Member Resignations & Renewals. + +- Discussion around the chair role. Given the board member turnover and small numbers we discussed the idea for an interim chair with support from Tor provided by ED to get bylaw documents in order, recruit new members for the board, and eventually settle on more permanent positions for these roles. +- Julius moved motion to elect Kendra Albert as interim chair for a 12 month period. Biella seconded. Kendra Albert abstained. All voted in favor. +- Biella moved a motion to elect Alissa Cooper as interim vice chair. Nighat seconded. All voted in favor. Term to be determined after consulting with Alissa. +- The board accepted Rabbi Rob’s and Matt Blaze’s resignation from the board as of August 4 2022 (no vote needed). +- Rabbi Rob left meeting. +- Kendra moved motion to renew Gabriella/Biella Coleman’s position on the board for a three year term. Julius seconded. Biella abstained. All voted in favor. + +IV. Discussion of Bylaw Changes, the Role of President/Vice-President, Update about New Board Recruitment and Ireland Board Meeting + +- Kendra proposed the use of gender neutral language and pronouns for the entire document and the use of the Oxford comma. Everyone was in agreement. +- Nick Mathewson joined at 12:30 est. +- Discussion of the president and vice-president roles, which are currently held by Roger and Nick. Kendra clarified that MA law requires us to have a president role. +- We will return to the bylaws and the president/vice-president roles in a future meeting +- Isabela provided an update about the call for new board members. Nearly ready to put out the call. +- Confirmed who is able to attend the Ireland, in-person meeting and next steps for coordinating a hybrid meeting. + + +Meeting adjourned at 13:00 eastern, 17:00 utc + + +Appendix A + +Tor Project: Role of the Chair and Vice-Chair +Adopted by Board 8-4-22 +Finalized According to Board Instructions 8-27-22 + +The chair and vice-chair have multiple responsibilities, but shouldn’t consider themselves alone or a super-board. These duties, with the exception of specified duties in the bylaws and fiduciary duties, can be delegated or shared with other board members. + +Key to the success of chair and vice-chair is to ensure an engaged board, and engaging with the ED to support the ED’s pursuit of the Tor strategic plan. This increases the communication burden on the chair and vice-chair, which is why it is preferable to have both roles filled. Acting in concert with the ED, the burden is lessened and there are no “single person” dependencies. + +Board member support is important, ranging from check-in and brainstorming calls, to documentation and tools for the board members, to board member development. An example would be to engage experts with the wider board to provide additional learning opportunities, particularly for first-time board members. + +The role of the chair: + +As defined in the bylaws: +• The Chair of the Board shall preside at all meetings of the Board of Directors, shall perform all duties incident to the office of Chair, and shall have such other powers and duties as the Board of Directors determines. The Chair may simultaneously hold more than one office in the Corporation. +• The Chair of the Board shall preside at all meetings of the Board and executive committee, if any, at which [they are] present. The Chair shall coordinate and give direction to the activities of the Board and perform such other duties as may be required by the Board. + +Expectations: +• Serve as chair of the Executive Committee (members: Chair, vice-chair, ED, and other such members as the board approves) +• Serving as mentor and sounding board for the ED +• Coordinating board meeting agendas and preparation of meeting materials with the vice-chair and ED (with board input, of course) +• Tracking board deliverables and deadlines, seeking updates and coordinating resources and assistance, soliciting and keeping the board and ED updated on progress and hurdles +• Tracking and addressing board member needs, challenges, participation, and engagement, including monitoring board terms and renewals +• Sign-off on key financial documents, e.g. financial statements, audit findings, and other fiduciary duties (as needed by Sue) +• Shepherding and presenting the ED review +• Advising the ED on the Tor strategy +• Advising the ED on the ED’s goals and deliverables +• Shepherding the on-boarding of new board members +• Ensuring bylaws are followed + +Aspiration/Optional Tasks: +• Board member and board development, ensuring the board members have the tools and documentation they need to be successful +• Strategic planning guidance, measurement, and assessment +• Financial planning, e.g. fiscal health measures, financial forecasting, fundraising advice + +The role of the vice-chair: +Generally speaking, the balance of duties between the chair and the vice chair are up to the two of them to determine. + +Expectations: +• Serve as the chair when the chair is absent or unavailable +• Serve as a member of the Executive Committee (members: Chair, Vice-Chair, ED, and other such members as the board approves) +• Serving as a mentor and sounding board for the ED +• Assisting the chair + +Aspirations/Optional Tasks: +• Board member and board development, ensuring the board members have the tools and documentation they need to be successful +• Strategic planning guidance, measurement, and assessment +• Financial planning, e.g. fiscal health measures, financial forecasting, fundraising advice +• Willingness to serve as chair (e.g. chair-in-waiting, next chair?) + + + + + diff --git a/minutes/TPI_Board_Meeting_Minutes-2022-08-04.txt.5FA53B246DEA01A5.asc b/minutes/TPI_Board_Meeting_Minutes-2022-08-04.txt.5FA53B246DEA01A5.asc new file mode 100644 index 0000000..b1c6417 --- /dev/null +++ b/minutes/TPI_Board_Meeting_Minutes-2022-08-04.txt.5FA53B246DEA01A5.asc @@ -0,0 +1,16 @@