2007-02-15.jrk.1: Openness of SPI Decisionmaking

Whereas:

  1. It is important that SPI contributing members be aware of the reasons behind SPI board decisions;

  2. SPI values transparency and wishes to maximize the ability of its contributing members to oversee the performance of the board and individual directors, and the ability of the general public to be aware of SPI's activities;

  3. Despite the foregoing, there are sometimes needs for information or emails to remain confidential to the board or to the contributing membership;

The SPI Board resolves that:

  1. The SPI board and officers shall conduct their important email discussions on the spi-general mailing list whenever applicable confidentiality expectations and requirements allow the general public (including search engine indexes) to be privy to the discussion. All board members are expected to read the spi-general mailing list. This paragraph does not prohibit cross-posting mails to other SPI or non-SPI lists or individual recipients in addition to spi-general.

  2. The SPI board and officers shall conduct their important email discussions on the spi-private list whenever paragraph 1 does not apply and applicable confidentiality expectations and requirements allow all SPI contributing members to be privy to the discussion. All board members are expected to read the spi-private mailing list. This paragraph does not prohibit cross-posting mails to other SPI or non-SPI lists or individual recipients in addition to spi-private, except that lists or individual recipients may only receive such mails as it is acceptable for them to be privy to.

  3. The SPI board and officers shall conduct their important email discussions on the spi-board list (or the equivalent board email alias) whenever paragraphs 1 and 2 do not apply. All board members are expected to read the spi-board mailing list. This paragraph does not prohibit cross-posting mails to other SPI or non-SPI lists or individual recipients in addition to spi-board, except that lists or individual recipients may only receive such mails as it is acceptable for them to be privy to.

  4. Throughout this resolution, "important email discussions" are those which are likely to directly lead to a board resolution or other vote, in which the general public or all contributing members should reasonably have a say, which are relevant to the ability of contributing members to oversee the performance of the board and individual directors, in which the input of the general public or all contributing members would reasonably be useful, or which would serve some other useful purpose by being open to the general public or all contributing member.

  5. In cases where the topic of an important email discussion has already been sufficiently discussed with the general public or with the contributing membership that further discussion at that level of openness would cause significant repetition of past, at least as public discussions without providing any substantially new input, it is acceptable for a lower level of openness to be used for any remaining discussion on that topic. This in no way limits the applicability of paragraph 6 to such situations.

  6. Whenever the contributing members are not privy to the reasoning behind a board decision or vote, and a request for an explanation is received by the secretary from a contributing member, an explanation shall be provided by either the secretary or another willing person who is privy to the reasoning. This explanation shall be detailed enough so that the contributing members can understand the reasons behind the vote, except that in no case shall it breach any applicable confidentiality expectations or requirements. Any quotes or opinions attributed to specific people or organizations need to be reviewed by those people or organizations, not only to avoid breaches of confidentiality but also to ensure those quotes and opinions are reflected accurately and with any necessary context. Board members are requested not to withhold their accurately represented opinions from this explanation without a very good and exceptional reason, such as a use of otherwise confidential information as a necessary basis for the opinion.

  7. Whenever possible, the explanation required by paragraph 6 shall be presented publically to a board meeting in a version suitably non-confidential for the general public, approved by the board at the board meeting, and appended to that meeting's minutes in the same manner as an officer's report. Whenever this is not possible or more detail can usefully be shared with the contributing membership without breaching confidentiality, a version of the explanation with a level of confidentiality suitable for contributing members shall be emailed to the spi-private mailing list and approved at a board meeting without the text of it being presented to the general public.

  8. The secretary shall email the spi-announce mailing list with the text of resolutions and meeting minutes approved by the board, in addition to posting them on the SPI website.