Guidelines on meeting minutes, approval, and confidentiality

The GNOME Foundation board of directors aims to publish minutes of its meetings in a timely fashion, in order to keep the Foundation membership apprised of the board’s actions.

Recording procedure

The secretary of the board (here and elsewhere in these guidelines, this may be understood to include either the secretary, vice-secretary, or their deputy) records the minutes during the meeting in a document that the directors, as well as the executive director and staff members who are invited regularly to the meetings, can edit. (At the time of writing, these documents are hosted on GNOME’s Etherpad instance.) Attendees are encouraged to look at and contribute to the minutes as they are being written live during the meeting, and make any necessary changes while the events are still fresh in their minds.

Minutes written while a meeting is in progress, should be edited for readability and context after the meeting ends. It is the responsibility of the secretary to complete these edits, producing a draft of the minutes in a state ready for publication, 24 hours before the start of the meeting in which they are to be approved (see below.)

Corrections and approval

The minutes of a board meeting must be approved by the board. The approval should happen at the first subsequent board meeting that takes place no less than 13 days after the minuted meeting.

The first agenda item of every board meeting should be to approve any outstanding draft minutes. The draft minutes should be sent to the directors along with the agenda. All directors are responsible to have read the draft(s) to be approved.

Directors and Foundation staff may propose final corrections at this point. The chair offers each correction to the attendees, to make sure that there are no objections as to the accuracy of the correction. The secretary then enters the correction in the draft minutes.

It is out of order for a director to object to the approval of the minutes, without offering a correction.

If there is disagreement about a proposed correction, that cannot be solved after a short discussion, then the chair proposes an amendment to the draft minutes, and the board votes on that amendment.

When no further corrections or amendments are proposed, the chair approves the draft, and it becomes final.

The chair should remind the attendees of any outstanding action items from the newly-approved minutes, and the secretary should copy those items into the new draft minutes.

Publication

Once approved, the minutes should be published as soon as possible. It is the secretary’s responsibility to publish the minutes to the GNOME wiki, https://wiki.gnome.org/FoundationBoard/Minutes, and send them to the foundation-announce@gnome.org mailing list. At the time of writing, it is also customary to send a copy to foundation-list@gnome.org.

Appendix: Confidential topics

Sometimes topics discussed during board meetings need to be kept confidential. This is at the discretion of the board. This appendix aims to provide guidelines on when this power of confidentiality is to be exercised, and how it should be balanced with accountability. Some background can be found at FoundationBoard.

In the case of a confidential topic, the chair must state, or another attendee must propose and the chair must concur, that the topic is confidential.

If applicable, the secretary may write a summary of a confidential topic in the published minutes, that omits any confidential details. This must be proposed during the relevant board meeting, must meet no objections from the attendees, and cannot be decided retroactively.

In the case where a confidential discussion results in the board making a confidential decision, it is the secretary’s responsibility to keep a private record of the decision and the deliberations leading up to it, in order to maintain the role of the minutes as a legal record showing that the directors are acting in the organization’s best interests. This private record is approved by the board along with the draft minutes from that meeting.

When someone speaks with the expectation that they are speaking in confidence, a record of the conversation must not be published retroactively in the future.

Appendix: Delays

Like the rest of the board, the secretary is a volunteer position. It is not desirable that delays in publishing the minutes should occur, but at the same time it has proved inevitable in practice over a large number of secretaries with the best of intentions. This appendix suggests a procedure for limiting delays when they occur, and efficiently delegating to others.

If the secretary is aware of schedule demands that will jeopardize the preparation of draft minutes for timely approval, they are encouraged to ask another director or deputy to prepare the draft minutes.

If the draft minutes of a meeting are not ready for approval 24 hours before the start of the meeting in which they are to be approved, the approval is deferred until the following board meeting, and the board should notify foundation-announce@gnome.org. The chair may designate another director or deputy to complete the draft minutes before the new deadline. The secretary is encouraged to suggest this themselves if they know their schedule will be difficult.

If publication of a topic in the draft minutes is waiting on an action item to be completed, and there is a delay in completing the action item, the minutes can be approved pending completion of the action item, and the board should notify foundation-announce@gnome.org. The owner of the action item must notify the secretary as soon as it is complete. The chair may designate another director or deputy to take over the action item and complete it as soon as possible.

If approved minutes have not been published by the start of the next board meeting, the chair should suspend the meeting for 5 minutes while the secretary publishes them right away.

Acknowledged by the board in the meeting of June 24, 2019.