Adding in-camera session to board meetings

[Ryan Ozimek]

Hi OSM board members,

In the course of doing business during board meetings, there are some times where confidential or sensitive matters need to be discussed.  With our focus on transparency, without an in-camera session (a private session accessible only to board members), these items would be disclosed in our meeting minutes.  Due to the nature of some items, the disclosure of certain pieces of information could be harmful to either the organization or those included in the content of the discussion.

It's important that we are able to balance transparency with the protection of confidentiality in certain matters.  Creating this space should be done transparently itself, via channels such as this public mailing list.  To do such, I'm recommending the following action items for the board.

1) We add an item called "In-camera session" to our standing board meeting agenda.  We can use this as needed (preferably rather infrequently), during each meeting.  It would be placed towards the end of the meeting.

2) We create, document, and approve by motion a clear policy that states the matters that can be discussed in such sessions, the process by which we will take note and store them, etc..  Here's some examples of topics that might be good for such a session.

- Discussing legal advice and litigation

- Discussing confidential information provided to the board of directors

I can't overstate the importance of the limited scope and use of these sessions; however, I think it would be good board governance for us to do these two items.

I'll bring this up in our board meeting today, and look forward to your feedback.

Best,

Ryan

[Rod Martin]

This is much needed.

Let’s definitely get this done today if possible

Rod Martin

Vice President - Open Source Matters

http://opensourcematters.org 

@imrodmartin

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[Sarah Watz]

Thank you Ryan for this suggestion to improve the board meetings!

With warmth,
Sarah

Sarah Watz
President, Open Source Matters, Inc.
http://opensourcematters.org/