BOG Meeting Minutes Feedback/Update

[David Klain]

In another thread in this forum a number of questions were asked about BOG Meetings in general and the minutes in particular.  One of the questions asked was if it would be possible for us to post a recording of the meeting that people could download and listen to as well as a suggestion that we hold all executive session business off until the end of the meeting.

I replied that we would give both of these things a shot and (assuming no members of the BOG objected) look at posting a recording of the open session following the March BOG meeting.

This post is just an update to those following that issue on what happened.

1. The BOG meeting was held yesterday (3/20) from approximately 1200-1400Z (exact times will be in the minutes but I don't remember them off the top of my head).
2. The agenda items posted here were addressed.
3. We delayed going into executive session until the end.

We learned some interesting things.  

First, delaying going into executive session until the end is not ideal.  The problem is that when a discussion is ongoing and then drifts into an area where it needs to be in executive session, stopping the discussion and waiting until the end of the meeting can (and did) result in people losing track of the discussion, the points they wanted to make, etc.  I think an analogy would be in a court when an issue needs to be discussed by the judge and lawyers without the jury present.  As most of you know, the judge will put the court in recess and remove the jury and then hear the discussion or (if necessary) meet with them in chambers during the recess, but they don't wait to do these things at the end of the day (which would be more efficient), they take them as they come.  I think in the future we will approach this two ways:

1. When writing the agenda we will try to put items that HAVE to be in executive session at the end of the agenda (and next to each other).
2. When in the course of open session discussion we drift into stuff that needs to be handled in executive session, we will roll into executive session.

Second, we learned that how the minutes themselves have been prepared over the years at VATSIM has changed based on who was writing them.  Some of the VP, Comms minute takers wrote very detailed minutes showing "who said what" -- not quite a verbatim transcript but pretty close.  Others wrote a more general summary of what was discussed...and this has been the case with recent meetings.  In going back and looking at all the minutes ever prepared for VATSIM BOG meetings (something I had not done since I first applied to join the BOG several years ago), the differences were quite clear.

With regards to posting a recording of the open session part of the meeting, several BOG members objected to our doing so for a number of reasons.  As a result, the recording of the meeting will NOT be made available for download.  What the BOG did agree to was providing more detailed minutes (similar to the detailed ones mentioned above), so that readers could clearly see what BOG member took what position, said what, etc. during the meeting.

I expect those minutes will be completed and up on the website within 2 weeks (may be sooner, but there is a major Typhoon headed for the part of Australia where Steven lives and it may be he evacuates or loses power...needless to say VATSIM minutes are not at the top of his list right now).

I realize that this solution (detailed minutes vice a recording) may not be satisfactory to all, but hope the immediate feedback at least addresses some of the concerns.

all the best,
Dave

[Nicholas Taylor]

With regards to posting a recording of the open session part of the meeting, several BOG members objected to our doing so for a number of reasons.

Thanks for the update, Dave! But care to elaborate on the above quote?

[David Klain]

Thanks for the update, Dave! But care to elaborate on the above quote?

I can't say too much due to the confidentiality of BOG discussions (separate from the BOG Meetings).  In sum, there were two areas of concern raised:

1. A concern that BOG members would not be as comfortable speaking their minds plainly if a recording would be released.  The thought was the minutes accurately document what was said in context but a raw recording would stifle open discussion in a way minutes do not.
2. A concern about privacy laws (which vary from country to country and we have BOG members from five different countries at present) with regards to recordings of meetings.  I am not a lawyer, let alone an expert, on international privacy laws, but since becoming President of VATSIM I've continued to learn more and more about the VERY restrictive laws in other parts of the world (Europe for example) that make illegal things we do all the time in the US.

Bottom line is members raised concerns that were certainly at least valid points to consider and the BOG is a democracy, so majority rules (I only have one vote as President!).

Dave

[Nicholas Taylor]

I can't say too much due to the confidentiality of BOG discussions (separate from the BOG Meetings).  In sum, there were two areas of concern raised:

I thought only the EC portion was confidential, maybe this is why you truly don't want to do a recording?

1. A concern that BOG members would not be as comfortable speaking their minds plainly if a recording would be released.  The thought was the minutes accurately document what was said in context but a raw recording would stifle open discussion in a way minutes do not.

So what you're basically saying is that even though it's supposedly an "open" meeting, you guys still don't want us to hear the discussion? How do I or the next guy know that the BoG meetings are 100% accurate? Maybe something could have been "accidentally" forgot about or revised. There is no way for us to ensure that the meetings document is correct. Are you guys saying things in the meeting that may go against CoC or CoR, is that why you're afraid to share your "plainly spoken minds?"

2. A concern about privacy laws (which vary from country to country and we have BOG members from five different countries at present) with regards to recordings of meetings.  I am not a lawyer, let alone an expert, on international privacy laws, but since becoming President of VATSIM I've continued to learn more and more about the VERY restrictive laws in other parts of the world (Europe for example) that make illegal things we do all the time in the US.

This is a legitimate concern, however, if all parties agree to it, what kind of law could have been broken? As you, I am no expert but that seems like common sense to me.


If you were willing to try out a recording, but due to legal reasons, etc. Would it be a possibility to open the TS room to members with no rights. (No speaking, no private messaging, no nothing except listening)? Then when EC session rolls around move to a password protected room or something? It seems the minutes allow very little transparency, IMHO.

EDIT: Don't get me wrong, Dave. I (and am sure others) are appreciative that you'll be willing to produce more detailed minutes. But it seems like not allowing the recording idea to move forward seems a step back in transparency. I remember a quote from you, not exactly, stating that you try your best to be as transparent as possible. But the first concern seems like an excuse rather than a legitimate one like number 2.

[David Klain]

Actually, no nothing is being "hidden" and I'm not sure what could possibly happen at a BOG meeting that would violate the COC or COR.  Remember...Board meetings of corporations are NOT open to the public (or even to the shareholders (read owners) of a company).  They are a place where business gets done.  The minutes are kept as a reference of what happened at that meeting for use by the founders and/or BOG members who either weren't present or want to go back and see what happened.  Nothing in the VATSIM rules requires that a meeting be "open" to the membership and there are some very good reasons why it should not be.  Executive session is a totally different issue.  As articulated in 2.07(F) of the CoR, the Founders recognized there would be times when issues being discussed should remain confidential and nor be made public.  That is what Executive Session exists for.  The open session part of the BOG meetings is made public via the minutes (as required by 2.07(D) of the CoR).

The minutes accurately reflect what issues were discussed at a meeting, what decisions were made and what votes were taken (with their results).  If you read all of the minutes of previous BoG meetings, you get a pretty good feel for what is discussed.  99% of the discussions/votes are simply "the business" of VATSIM...things like approving software, changes to VATSIM policies, and strategic-level decisions for the network.  

At this meeting we had:

- an update by Kyle Ramsey on the status of the Pilot Rating Scheme.  We then spent a good deal of time discussing the technical changes that would be required (new data fields in CERT, web interfaces to grant the ratings, etc.).  Lastly, we spent time discussing how we would get this pilot training system accurately translated and distributed to parts of the world where English is not the native language but where we need to grow as a network (Asia for example).  We also discussed when we would advertise to fill the VP, Pilot Training BOG position that is presently vacant with Kyle covering it as "acting" (much as I covered VP, SOA for several months while I was VP, Operations back in 2006).
- Florian gave us an update on the status of the new website.  How the server was handling the load, whether we had a need to move the site to a more high-powered server to support additional functionality, etc.  We also discussed making some changes to the website to make it easier to find certain areas/documents (for example, did you know that what you see on the menus changes based on whether or not you are logged in?  I did not realize this until another BOG member brought it up and we discussed whether that was something we wanted to maintain or not...and if so, how to we ensure the membership knows this so they log in?)
- Terry gave us an update on commercial activities that want to use the VATSIM network.  Specifically an FBO/flight school has approached the network requesting use of the network to assist in flight training.  Terry had consulted with VATSIM's attorney and was briefing us on what (and why) the VATSIM position on this kind of activity was.
- We had a discussion on how/if we should recognize senior Staff members who have contributed much to VATSIM and now "retired" from staff positions.  There is a recognition by the BOG that there are some people who have truly done A LOT for VATSIM and they may warrant some kind of formal recognition.  We discussed a number of different ways this might be done (granting use of a special, reserved callsign, a special rating, a "wall of fame" on the website, a special avatar or rank in the forums, etc.).
- We had a discussion on if there is a need to add to the code of conduct or code of regulations with regards to people who are in staff positions at VATSIM.  Those people have unique access to databases, forums, etc. yet all present regulations/rules are written for "normal" members meaning mis-use of those privileges is not cleanly a violation of the rules (other than the general ones like A.12 of the CoC).  We also discussed the fact we expect to hold staff to a higher standard (for example with regards to conduct in forums and online) but there isn't presently anything that lays that out in writing with the exception of a document sent to all supervisors by VP, Supervisors when they are appointed supervisors.
- We discussed the results of a 2 month test in VATPAC where the FSS position (and extended range) was approved to cover most of Australia with a single controller to maximize ATC availability in the area.  Server loads, how that one position logging in affected the server he/she was logged into as well as the data exchange to that FSD server was reviewed with an eye to if this could be something we authorize in the future for other parts of the network.
- We discussed the need for and a plan to develop a COOP (Continuity of Operations) Plan for VATSIM.  Basically a set of backups and accesses to ensure things don't get brought to a halt if one or more key staff members suddenly go offline (family emergency, hurricane, earthquake, death, etc.).  It's a problem we've had to address and we're going to develop a formal COOP plan because it is the right thing to do for the network.

There really is no secret cabal sitting around tossing chicken bones and discussing/gossiping about various members.  To be honest, we don't have the time or the inclination to do that kind of stuff...we have enough work to do as it is!  I can't speak for what happened before I joined the BoG, but since I joined the minutes have accurately reported what happened at BOG meetings and since CoR 2.07(D) requires them, I suspect that has been the case since the very first BOG meeting.  

As far as "only the EC portion being confidential and that being why we don't want to release a recording", that simply isn't the case.  By EC I assume you actually mean "executive session" where we discuss things that are either sensitive, proprietary or confidential and those things are (and always have been) discussed in Executive Session as authorized by the CoR for just that reason.  I already told you what reasons several BoG members put forward for why releasing a recording would not be a good idea:

(1) it might stifle discussion
(2) an informed opinion that doing so might violate some laws

Bottom line is that recordings are not typically released of Board meetings of any organization (public or privately held) that I know of.  Minutes of those meetings are typically required by law at least in the United States and those minutes may or may not be released publicly based on law, the articles of incorporation, or bylaws of the specific organization in question.  VATSIM is fully in compliance with those requirements by releasing the minutes of meetings and for some good reasons has determined that it should not release a recording of the meetings.  Period.  

I'm not sure why you feel the need for a recording is so essential and if you also feel that the Board of Directors of General Electric, Boeing, Coca Cola, the American Red Cross, the Boy Scouts of America or any other organization should release a recording of their meetings, but I suspect you would get the same answer from them you are getting from VATSIM.  If you would care to discuss this further, I'm happy to move it to email as I don' think a forum is an appropriate place for a conversation between two people and I believe this thread has served it's purpose, to wit: In another thread I had said I would look into doing something and report back and this thread reports back on the results.

all the best,
Dave

[Nicholas Taylor]

If you guys feel it's in the best interest of VATSIM to withhold the recording, I 100% agree with that. I am just still amazed at how it would stifle discussion. It is not essential, nor do I personally feel it required to have a recording of the meetings. I just believe it would help to achieve the goal of "transparency' that you talked about in another thread. However, we may have differing ideas of exactly what transparency is, and to what extent. It's quite clear that I may have misunderstood the intent of the minutes. But my main question still stands, how could a recording stifle anything.

[Brian Pryor]

Thanks for the update David.

Being in the world of media we deal with board type meetings on a regular basis at least government boards.

Any publically elected governing body at least in Arizona, must maintain a transcript and/or recording which becomes public record and discoverable under a FOIA request.  These meetings must also be open to the audience, although speaking requests are 'queued' and may or may not be granted depending on the agenda if it provides a 'call to the audience'. Anything that goes into executive session is usually moved to a different room where the board and/or any relevant counsel or personnel is present to discuss the agenda item.

VATSIM as you pointed out is a private organization, I believe the confusion lies within CoR which alludes to similiar wording used in the 'Open Meetings Law' standard in the US which is applied to public boards/entities.

More detailed minutes are a welcome solution I think, a recording or being able to attend would be nice but the latter causing an issue depending on the attendance and size.

Again, thanks for the update!

[David Klain]

Thanks for the update David.

Being in the world of media we deal with board type meetings on a regular basis at least government boards.

Any publically elected governing body at least in Arizona, must maintain a transcript and/or recording which becomes public record and discoverable under a FOIA request.  These meetings must also be open to the audience, although speaking requests are 'queued' and may or may not be granted depending on the agenda if it provides a 'call to the audience'. Anything that goes into executive session is usually moved to a different room where the board and/or any relevant counsel or personnel is present to discuss the agenda item.

VATSIM as you pointed out is a private organization, I believe the confusion lies within CoR which alludes to similiar wording used in the 'Open Meetings Law' standard in the US which is applied to public boards/entities.

More detailed minutes are a welcome solution I think, a recording or being able to attend would be nice but the latter causing an issue depending on the attendance and size.

Again, thanks for the update!

Brian,

You are right on target.  It's why I specifically didn't mention any public entities (meaning governmental bodies) in my examples.  The Freedom of Information Act and other laws at the Federal, State and local level provide specific requirements for government bodies, agencies, etc.  There ARE laws that apply to publicly traded corporations as well.  When we talk about private organizations (be it a privately-held company, a country club or a club), the rules are somewhat different and (for the most part (there are some exceptions but they are very unique), the governing requirements are the organization's constitution, charter or by-laws.  VATSIM falls into this category.

All good.

Dave
(edited when I realized I mis-spelled Brian's name.)

[Dan Leavitt]

But my main question still stands, how could a recording stifle anything.

Speaking from experience in a BOG style position of a private entity, a recording does stifle discussion. We tried this, and we bit our tongues so much that it was a completely unproductive meeting. There is a reason it's called a BOG meeting. It's for the BOG to speak their mind. Minutes will provide an overview of what happens, and that's all that's necessary.

Issues if you were to go with recordings:

     1. BOG would not speak "freely" and it would then cause a meeting where no one wants to discuss the "important stuff"
     2. If something for executive session comes up, you need to hold onto the thought, write down your thoughts, etc...but you still lose the context if you wait for the executive session to come about.
     3. If you choose to talk about executive session as it comes up, you then have to move to a different room, discuss said topic, that may lead to something else, which is "non executive" move back out, for it to move back to an executive topic, and that creates a whole bunch of confusion and time wasting.
     4. If there's a controversial topic, but not normally delegated to executive session, the BOG will hold off on topic until the executive session comes around, talk about it then, and then you come to the original problem of why you wanted the recording.


Recordings are bad ideas  PERIOD  not to mention the international laws that may come into effect.

Minutes are fine the way they are, enhance them and make them more specific if necessary, but a recording really puts a damper on everything, and hinders more than it helps.

[Harold Rutila]

Thanks for the update, Dave. I appreciate the transparency.

[Nicholas Taylor]

1. BOG would not speak "freely"

Why?

[Norman Blackburn]

Nicholas,

We already see where some people make attempts to disect the written word in a way that best serves their argument.  You can be sure if a recording was made available of a meeting that the participating members are more candid and guarded.  Neither of these traits make for a good honest and productive meeting.

[Nicholas Taylor]

Point taken. It's just a shame that our BoG has to worry about that...

[Scott DeWoody]

Point taken. It's just a shame that our BoG has to worry about that...

What's really a shame is all the people out here that make them feel that way.

[Kenneth Haught]

Point taken. It's just a shame that our BoG has to worry about that...

Agreed, it's a shame that certain members of this community have forced the BoG (and all other staff members) to have to worry about that.