[Osmf-talk] Board meeting/closed session

[Mikel Maron]

> The lack of clear procedure and transparency requirements in that context in the OSMF looks frightening  to me, in particular in terms of reputational risks this creates.
This is overkill and out of touch Christoph, creating a mountain out of a molehill.
I asked for this to be moved to closed session out of consideration of confidentiality for the company that made this request. I didn't see how we could discuss the topic freely considering, I found the request fairly confusing and unusual myself, and if I had been more prepared, I would have suggested this closed session up front. As is, there is no process issue in making such a request during a meeting, and I don't see the problem.

Regarding COI, I disagree that there is a general COI for anything involving OSMF and corporate relations, for Board members who work for companies. If there is a specific business relationship reason, than it is appropriate to declare CoI, and that was done appropriately as well on this matter.
Could we better document all of this? Probably. Is the house on fire? Absolutely not.
Mikel

* Mikel Maron * +14152835207 @mikel s:mikelmaron 

    On Friday, April 20, 2018, 9:10:21 AM EDT, Christoph Hormann <chris_hormann at gmx.de> wrote:  
 
 On Friday 20 April 2018, Peter Barth wrote:
>
> re your point 1+2: I think the main reason for that is or was, that
> based on the original inquiry we didn't know what they exactly want
> from us. So the idea was to move it to the end to a closed session so
> we can openly discuss or talk about the motives without disclosing
> the name (yet).
>
> As there remained questions, the only outcome of that discussion was:
> We'll get back to the potential donor and try to clarify before any
> further discussions.

Hello Peda,

that provides some more detail on what you did in the closed part of the 
meeting (which i had a somewhat different impression of before since 
based on what was written in the agenda it seemed fairly clear what the 
potential donor wants).

Anyway my questions were fairly specific regarding the procedure of 
closing the meeting for this matter and regarding what kind of decision 
can be expected about this kind of inquiry and how this requires 
discussing the identity of the potential donor here.

> Re COI: Only Frederik refrained completely. But as there had been no
> real discussion but only questions, it might be too early to judge if
> there is a COI for others or not. Except you'd argue there's a
> general COI for any kind of (corporate) donations.

No, for specific donations i expect a COI primarily in cases where the 
potential donor is in a business relationship or in competition with an 
organization/business the board member in question is involved with 
(via employment or otherwise).

For general policy development regarding donations (which as said is IMO 
the more relevant case) you could argue that any board member who is or 
works for a potential donor has a COI.  But you could also argue that 
the most common reasons of people making donation (tax reasons, desire 
to support the OSMF, positive publicity) do not actually bear the 
possibility of a conflict with the interests of the OSMF.

Things are more tricky though since OSMF policy on donations has the 
potential to influence the distribution of income of the OSMF and 
potential donors might have an interest to influence the distribution 
of income of the OSMF in certain ways.  

> On a general note: I personally find this COI topic quite difficult
> and it still needs a lot more discussion. But from what I've seen so
> far (at board but also in private chats) is, that there are very
> different opinions as to what a COI is and how to handle it.

Indeed.  The concept of a COI is a fairly abstract thing - many people 
mistake it as meaning a case where an undue influence actually occurs 
in an objectively verifiable form - which is not what a COI means.  
Instead it refers to the mere risk of this happening.

The other frequent evasive argument that is brought up, in particular in 
the non-profit domain, is the "we are all working for the same goals 
anyway" argument, the claim that because everyone is evidently invested 
in a common primary goal this automatically rules out the possibility 
that secondary interests affect the pursuit of this goal.

In my eyes this topic is one of the most obvious points where the OSMF 
needs to change radically.  The lack of clear procedure and 
transparency requirements in that context in the OSMF looks frightening 
to me, in particular in terms of reputational risks this creates.  The 
idea that in an organization of the size and scope of the OSMF this can 
exclusively be based on personal trust in those in decision making 
position is unrealistic and ultimately reckless IMO.

-- 
Christoph Hormann
http://www.imagico.de/

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