[Oceania-Board] when can directors act alone, and when does the board need to decide together

[Adam Steer]

Hey Ed

This is a really good question, I figured it deserves its own thread
in the board list archive. Quick warning: 450ish words of reading to
follow...

> As a non-board member, I am curious how it is decided which topics go to the
> vote, and which ones are run of the mill that any board member can approve?

ASIC has a lot to say about the responsibilities and liabilities of
directors [1],[2]. I get from this that decisions have to be
considered in the context that directors can become personally liable
for decisions made by the company.

In the case of an enduring partnership with another organisation (eg
becoming an OSMF chapter) it is pretty clear that the whole board
should approve the final contract.

The MWG is able to approve members without the board needing to meet
[3], and directors have approval to spend within a budget [7]. We
don't have any other listed 'grants of power' that I can find in the
Terms of Reference [4] or working group terms of reference. Both the
finance committee [5] and comms working group [6] are listed as
advisory - meaning they pass things to the board where a decision is
made. If I've missed anything I hope other directors chime in.

Summarising, right now most decisions need board approval. The board
also has to consider liability of directors in all those instances.
It's also really clear that it is a lot easier to use the processes we
have than to try and rush decisions around them ;)

Spending half an hour writing this, it seems really clear that we
should either set some clearer guidelines about delegation of
decisions, or just be more patient. We are volunteers after all!

One way to move in future might be to give working groups a budget (as
OSGeo global does) and delegate some decision making to those groups.
Right now each committee / working group requires director presence,
which I think covers the issue of acting with respect to the
liabilities of directors.

Given that I will not continue past the upcoming election as a
director, take that only as a suggestion.

I really welcome views on this for other directors, and hope that made sense!

Cheers, and thanks for asking

Adam


[1]https://asic.gov.au/for-business/small-business/starting-a-company/small-business-company-directors/
[2] https://asic.gov.au/for-business/small-business/starting-a-company/small-business-company-directors/company-director-liabilities-when-things-go-wrong/
[3] https://drive.google.com/file/d/1juJafdp8zfIprkA6eDDSFEMwOANQRI93
[4] https://drive.google.com/drive/folders/112ulXjqMGmGCzAKPTxCy-rAeKrSNVXqd
[5] https://drive.google.com/file/d/1yNhl7VHz5kjPYEbcgqzY7hiUaR_0-uNH/edit
[6] https://drive.google.com/file/d/10FlS_e7Lvf6SSGdbcLkyCEHT6WrPSYyi/edit
[7] https://drive.google.com/drive/folders/1G-cW0E2BN3DhmrulT-2FaNl2_Er3oa-1