Agenda Sep 16th 2021, 9pm-11pm UTC, by Zoom.
Emma Kowal called the meeting to order at 9:05 PM UTC.
In attendance: Joan Fujimura, Emma Kowal, Amanda Windle, Ana Viseu, Gary Downey (ex-officio), Wiebe Bijker (ex-officio), Hsin-Hsing Chen, María Belén Albornoz, Bryn Seabrook, Angela Okune, Duygu Kaşdoğan, Lucy Suchman (ex-officio), Noortje Marres, Chihyung Jeon, Vivette García-Deister, Maka Suarez, Pablo Kreimer and Katie Ulrich.
Absent: Pablo Kreimer and Katie Ulrich joined the meeting mid-way through which is noted in the minutes.
2. Apologies – None
3. Thank you to Noortje, Ana, Bélen, Dikoh and Katie for their service as council members and to Joan for her service as President
Joan Fujimura gave thanks to council members Ana Viseu, Noortje Marres, Hsin-Hsing Chen and María Belén Albornoz, for their service as council members during the Covid-19 time while in full-time jobs, and to Katie Ulrich as 6S council member for her major contribution. Kowal also thanked Joan for her service as President. For the aforementioned council members this will be their last council meeting during their terms ahead of the business meeting.
4. Vote to approve July 2021 council meeting minutes
Kowal proposed a motion to deal with the July minutes by email after the meeting given the many changes requested by Ana Viseu. Windle noted that there were more than 193 changes requested from Viseu for the minutes, so it was not possible to deal with them all in the meeting.
Voting and room for questions and discussion used the thumbs up icon in Zoom.
Zoom in-meeting Vote: Changes to the July minutes will be dealt with online, by email after this meeting, given that there are too many changes. The motion also includes voting on approving the minutes after this meeting. The motion was approved (12) with one (1) against (Marres). Action: Amanda Windle to add the latest changes to the July minutes from Viseu’s request ready for council approval as soon as possible.
Pablo Kreimer joins the meeting after the motion.
5. Update on 4S 2021 Toronto Conference
Fujimura reported that the conference organising is going well, thanks to Michelle Murphy, Beth Coleman, Patrick Kielty, Kim Tallbear and the graduate student assistant— they are doing a fantastic job and everything seems to moving smoothly. Fujimura stated that if there were any concerns and comments and questions, Fujimura could pass those on to the team.
6. Update on 4S 2022 Cholula Conference
Fujimura presented an update on the Cholula conference stating that work for the meeting had begun. Fujimura (4S) had met with Leandro Rodriguez Medina, the local organiser (ESOCITE) about the Cholula meeting. The council did vote on a joint meeting with ESOCITE, together the societies will work on dividing the income (not the expenses) from the conference. Deciding the exact location, i.e. which university it might be at, it is still in-progress and still in question. Kowal and Fujimura expressed concerns about it being an in-person meeting given the ongoing situation of the pandemic. Fujimura noted that the (4S/ ESOCITE) discussions included considering a hybrid meeting and figuring out the expenses. Local costs—according to Rodriguez Medina—will be far less than the Toronto costs, so it could be possible to do a hybrid conference given the finances. Kowal confirmed that the next scheduled (4S/ ESOCITE) meeting will be in six weeks’ time to discuss the many uncertainties around what July 2022 might look. Puebla-based universities that are being considered are UDLAP and IberoPuebla. The quote is around 60k (USD) for 1500 person meeting.
7. Noting matters considered by email
Action: As these matters were considered by email and voted on by online survey because they were not able to be covered in the previous council meeting, voting was anonymous. Kowal asked all council members wishing to have their personal votes stated for the record indicate this when we discuss the item. No council member wanted to record their votes by name in the minutes.
Amanda Windle presented the online voting results for transparency on the process of approval. The votes were as follows:
1a. Google Form Online Vote: Approval of February minutes: 8 votes with a 6 agreed, 1 disagreed, and 1 abstention. Kowal added that given the minutes are still in contention she proposed we view on the screen Marre’s additional changes and have a motion to accept the additional changes or not.
1b. Zoom In-Meeting Vote: Approval of February minutes including the change of wording Noortje requested for the February minutes. The vote was ten (10) to accept the change of wording to the February minutes including, with four (4) against. The vote was carried.
2a. Google Form Online Vote: Approval of May minutes: with 8 votes, 6 agreed, 1 disagreed, and 1 abstention. This vote was carried.
2b. Zoom In-Meeting Vote: Approval of May minutes including the change of wording Marres requested for the May minutes. The vote was ten (10) to accept the change of wording to the February minutes including, with four (4) against. The vote was carried. Viseu re-stated that her changes to the May minutes were sent in May and wanted the changes to be actioned. It took some time to find the minutes, so the item was delayed if there was time to the end of the meeting.
2c. Zoom In-Meeting Vote: Approval of May minutes including the change of wording Viseu requested for the May minutes. A vote on Viseu’s changes to the minutes was held towards the end of the meeting. Please note that Viseu and Marres had left the meeting at the time of this vote. It was noted that the changes Viseu requested had already been incorporated into the changes Marres had made and therefore did not add anything to the minutes.
The vote was zero (0) to accept the change of wording to the February minutes, with seven (7) against and (0) abstentions. The vote was NOT carried.
3. Google Form Online Vote: Approval for additional 15k (USD) expense request for the Toronto meet for additional accessibility features for the virtual conference: with 10 votes, 9 agreed, 0 disagreed, and 1 abstention. This vote was carried.
4. Google Form Online Vote: Approval for changes to the Edge Prize: with 10 votes, 9 agreed, 0 disagreed, and 1 abstention. This vote was carried.
5. Google Form Online Vote: Approval for changes to the Carson Prize: with 10 votes, 10 agreed, 0 disagreed, and 0 abstention. This vote was carried.
6. Google Form Online Vote: Approval for changes to the Fleck Prize: with 10 votes, 9 agreed, 1 disagreed, and 0 abstention. This vote was carried. Kowal noted that we had initially voted in August online for the wording changes but Marres wanted an addition which was added and council voted using a second Google Form online ahead of the September meeting, and the results above reflect the most recent vote.
Marres expressed concern to the Fleck prize language change, in particular the emphasis on the empirical research and on work that adopts a transnational perspective. She expressed that not only does the wording restrict the scope of the prize but there are lots of work that is not empirical and transnational. Marres concluded that the academic standing of this prize would be reduced with these changes.
7. Google Form Online Vote: Voting on new council member (one-year appointment): 8 out of 10 votes were given to vote in Aneesh Aneesh to council to replace Emma Kowal’s position. This vote was carried. Kowal added that Aneesh will join us at the next council meeting.
8. Proposal to create Managing Director position
[Explanatory Note: given Amanda Windle’s need to excuse herself due to a conflict of interest in the discussion of the MD proposal during our last council meeting, Maka Suarez took Minutes for that section of the meeting]
Motion: Marres makes a motion to amend the MD proposal with two changes. The motion is seconded by Viseu.
First proposal: Replace current introductory text with the following: MD will fulfil their duties under the direction of the president, the treasurer, the secretary and council and in collaboration with standing committees. Marres points out that in the July minutes and in comments on the MD proposal, the secretary and treasurer continue to take responsibility for administration and finance. As the latter remain responsible, they must have oversight of the activities of the MD in this area. This requires that the MD reports to them in their areas of responsibility. García-Deister raises concerns in Marres’ proposal that the MD position proposal had a concrete job specification that was envisioned as distinct from the duties of secretary and treasurer (although some, including Marres, raised concerns that the wording for MD duties was not sufficiently distinct from secretary and treasurer). García-Deister disagreed with Marres’ wording of under the direction of on these grounds: that the MD is not taking over the duties of secretary and treasurer. In this way, the previous wording of in collaboration with accurate.
Council takes a vote on approving the proposal as either approving the version that reflects proposed changes by Marres (A): MD will fulfil their duties under the direction of the president, the treasurer, the secretary and council and in collaboration with standing committees and the second version reflects the previous version (B): Under the direction of the president and council and in collaboration with the secretary, treasurer and relevant standing and adhoc committees.
Zoom in-meeting Vote: Version A with Marres’s changes had four (4) votes of approval, and Version B (previous version) had eight (8) votes of approval with two (2) abstentions. The original proposal stands.
Second proposal of the motion: Marres proposes to take the MD proposal to 4S members if the MD does not work under the direction of treasurer and secretary since there will be a redefinition of secretary and treasurer’s roles. If the MD is a fully paid position concerned with core business. This could mean that 4S becomes an employer. Both constitute a redefinition of roles and responsibilities and should be taken to the membership. Viseu seconds Marres’ proposal and specifies that council should seek approval from the membership in order to create a MD position since this proposal re-assigns duties stipulated in the Charter. Kowal disagrees with Marres’ proposal. She believes there are no changes to the duties of secretary and treasurer and 4S is not becoming an employer. There is no precedent for going to the membership for an operational change. In 2014 there was not a charter change or a membership vote for an operational change analogous to the one proposed. Joan Fujimura clarifies that currently 4S officially has no employees, but contractors as defined on the 990 tax form. Duygu Kaşdoğan asks for clarification on the proposal where it says—in the MD proposal it mentions the position is part-time but Marres mentioned it as full-time. The proposal is part-time.
Marres argues we need professional advice on whether the appointment of a MD means that 4S becomes an employer or not. If the MD is an employee that is dedicated to the core business of the society there is a real possibility that 4S takes on a role of employer. And, if secretary and treasurer duties are being changed it should be taken to the membership. Kowal clarifies that the secretary and treasurer will remain responsible for the duties assigned in the charter so there is no change to the charter, and thus, no reason to take the proposal to the membership. Viseu mentions that MD duties significantly overlap with functions of secretary and treasurer as per items #2 and #10 of the current proposal. Kowal proposes to amend item #2 to reflect that the MD will assist the treasurer and amend item #10 to reflect that the MD will assist the secretary.
Council votes to choose between wording that reads in collaboration or in assistance the secretary, treasurer, and adhoc committees, in items #2 and #10. Zoom in-meeting Vote: for approving the in assisting wording it is eleven (11) votes of approval, and in collaborating wording receives four (4) votes of approval. The wording ‘assisting’ is adopted.
Council moves to vote on whether to take the MD proposal to membership. Marres proposes that Council will seek approval from the membership for the proposal to create a Managing Director since this proposal re-assigns duties stipulated in the Charter. Marres clarifies that she proposes to take this proposal to membership. Kowal asks for clarification on the process of this proposal (how will we do this) specifying she does not believe it to be a charter change but to take it to the membership is treating it like a charter change. Marres clarifies that it may imply a charter change and proposes to take it to membership. Zoom in-meeting Vote: for council to seek approval from the membership for the proposal to create a Managing Director. There were seven (7) votes against, two (2) votes for, and four (4) abstentions. The decision to request approval from the membership for the Managing Director proposal is not adopted.
Kowal presents a proposal to have the MD position for 2.5 days or for 3 days. The 2.5 days require an additional $19.7K over 3 years. The 3 days require an additional $53.240K over 3 years. An additional would be 18K saved over 3 years if we don’t continue to pay the secretary and treasurer would reduce this additional cost further. Viseu points out that in May 2021 Joan told council that the MD position would pay $40K (USD), and pointed out that we started MD proposal discussion because council was told that 4S was nearly [financially] broken and 6 months later we have $67K (USD) to spend on an MD. Fujimura clarifies that we initiated change because previous infrastructure had no control over expenditures. The point of having an MD is that the President and council have control over the society. She also mentions that there has been some money made on online conferences. $67K for 3 years is an infrastructural change that we have money for. Kowal adds that May figures were based on Paige Miller’s projection on a bad year. It was something that could happen but we were never at the lowest financial point. Fujimura mentions that Miller’s projection was based on where we were at that point in time. Kowal states her personal view that 3 days will be better and we have money for that. Zoom in-meeting Vote: for council to approve the MD contract for 2.5 days a week receives one (1) vote, and 3 days a week receives nine (9) votes. The motion for a 3 day proposal was passed.
Kowal concludes the voting on the MD proposal with a final vote. Zoom in-meeting Vote: to vote on the full MD proposal as it is with the 3 days a week amend. There were eleven (11) votes for, (1) against, and (1) abstention.
9. Logo Selection Update
Viseu updates the committee on the process behind making the logo. Marres, Windle and Viseu chose the most appropriate design for council to review based on the designer’s preference. Viseu presented the visuals—logo, colour palette, and font, etc.
10. Update on Accounts Committee
Windle presented the following points to council for the committee. It was recommended to Windle by Wes Shrum via Steve Zehr and Paige Miller that 4S should close the Chase banking account upon handover, but Windle stated that it is standard practice for a non-profit to change signatories, and that to have done so would have made the tax return problematic. The Chase bank account has had a change in signatories with the resignation of Miller and Shrum. This is now with Fujimura and Windle. Miller had recommended that the handover would be an opportunity to automate the bank account with the accounting software rather than enter items manually. The bank account and accounting software are now synced and automated. This means that fees and dues will be automated as separate amounts rather than aggregated manually providing a detailed accounting practice moving forward. Scoping research of national, international, digital, online and borderless banking options has begun planning for a potential move of banking after the end of the accounting tax year. Gus Levy (4S accountants) have been instructed to initiate the tax for 2020, and this is now in process. Many invoices for August and Sept including the University of Toronto returned payment which was voted in council. The usual payments to 4S contractors have also been actioned, and checks for membership dues with payments have continued between Windle and Steve Coffee. Windle suggested that the accounts committee may need to look into the possibility of automating these checks and measures in the future between the membership software and the banking. All accounting documentation was ready and sent to ACLS for the application for the 1st September deadline. Miller has not secured the last NSF payment and withdrew payment due on the advisement of an NSF officer due to the change of University address and 4S officers involved. Windle argued that it would have been possible to change the address on the grant and the application if this was requested.
Fujimura clarified that we have lost a 15k payment from the previous NSF grant, and we still need to try and receive this. We had been awarded a further 100k grant and Paige withdrew it without consultation which is an irreversible decision. Kaşdoğan asked how can we be sure that it is not going to happen again, and are we going to have mechanisms to stop this happening and other ways to do this? Can we find other ways of meeting this spending? Kowal answered to say 4S can use our other income if we choose to do so. Windle confirmed that we can apply fast to the NSF as there are several rounds, there is a February round we could apply for and we do have archival documentation. Viseu as Chair of the Travel Committee want the record to show that Miller was advised by the NSF officer to withdraw it as she is no longer holding the position of Treasurer. Kowal noted that if this was the case Miller should have checked with the president before actioning that advice. To answer Kaşdoğan’s question, Fujimura states that one of the reasons we’re instituting the MD to work with the president and council that this does not happen again. So the MD will have to work with council and not act as an individual in that way.
Kowal welcomed Katie Ulrich to the meeting.
11. Proposed Charter changes: creation of a standing finance committee and election language changes
Kowal presents the charter changes that were previously proposed by Zehr in June-July 2021. They relate to ways that the charter is outdated. Marres added to the subsequent discussion on why it is important to have the treasurer involved in all decisions to do with finance and decision making. Marres wanted the treasurer to be involved in all recommendations for the finance committee to council.
1. Kowal suggested that council vote again on the new charter change suggested by Marres. Zoom in-meeting Vote: for council to vote without the wording the treasurer shall serve as a member, (A) and with the wording the treasurer shall serve as a member (B). Version A receives (0) votes and version B receives (13) Action: The new clause will be taken by the business meeting and if endorsed will go for a membership online vote after the October Business meeting.
2. Kowal presented the Charter Change to B11 which is an elimination of text from Current B.11. Further nominations by petition signed by five members shall be presented to the President at least four months before the annual meeting. It related to when things were done by mail, which are now done via an online portal, which then go to the elections committee to form an election slate. A petition is no longer required because anyone can nominate though the online portal. Secondly, Current B.12. Election shall be by mail ballot, the results to be announced at the annual meeting. Again this is from the days of snail mail. Zoom in-meeting Vote: for council to support the elimination of these clauses. There are thirteen (13) votes in support of elimination and zero (0) against. Action: This will also be taken to the business meeting and if endorsed will go for a membership online vote after the October Business meeting.
3. Kowal presents the wording of B10 but due to the changes made above it will become B11. The current wording is: 10. [Current wording] A nominating committee consisting of the President as chair and four other members of the Society designated by the President, no more than two of whom are officers, shall present to the Society at least six months before the annual meeting at least one nominee for each office to be filled. The proposed change is to: B11. An elections committee consisting of Council members and other 4S members appointed by the President shall seek nominations from the membership for open elected positions and work with Council and the President to finalize and present to the membership a slate of candidates. Kowal said this has been seen as outdated in a number of ways: the president I believe has not served as chair of the committee for some years, and committee has been known as the elections committee rather than the nominating committee for some time, and the six months before the annual meeting is related to mailed voting. The meeting then considered further amends that Marres and Viseu have suggested ahead of the meeting and Marres presents these proposed charter changes. Marres put forward a motion to amend this proposed charter change and just to give a bit of background, the wording I propose is that council will be presented the elections slate for approval at least 6 months before the annual meeting. Viseu seconded Marres’ motion. The reason that Marres has included this is because it is important in 4S’s history that we make explicit some tacit practices that have long been established practices, within 4S, that is that practice that council is consulted and asked to approve the elections slate prior to its publication to the membership. This year has been unprecedented in terms of how the election was conducted and there have been two exceptions without precedent. The first is that the sitting council member was put forward for president, the second is that this election slate was approved without consultation to council. These are two events in combination Marres thinks are really concerning for the legitimacy of the elections for 4S and of democratic governance. Marres wanted to place an emphasis on this now and for this reason Marres wants to propose an explicit practice that was in practice before 2018 that council plays an active role in being consulted in approving the election slate. Kowal adds for clarification that the two issues can be dealt with separately. To deal with the election slate, and the timings. Kowal doesn’t think that we need timings specified for this given that no other committees have their timings specified. Kowal asks for comments on specifying the timings for the elections slate. Fujimura asks for clarification on what do you mean by timings? Kowal says that the charter specifies six months (which was to do with mail voting and writing letters to the members) but now that we are online there is no need to specify this excessive timing given that online elections are conducted so quickly. Fujimura added that there is no rule or precedent against having a sitting council member become elected to the president-elect position. Marres believes these timings are important—to clearly sequence the process of election, and then working back to when council needs to be consulted and give its approval and then the elections slate communicated to the council. Also, to have ample time for the president elect to be known well in advance of the meeting. So the changes are not just about the technicity of mail, but to ensure proper timing of the nominating and the election process as a whole. The nominations committee which is now renamed elections committee that these committees make recommendations to council and not decisions so it needs to be made explicit. Kowal summarised that it seems like timings are to do with a more substantitive issue of whether committees work independently, or whether decisions of committees require approval and whether council can veto decisions by committees. Marres clarified, the timing is to ensure the proper of sequence of nomination, voting, and election, and secondly that that the committees makes recommendations to council and would not use the word veto. Kowal added that council doesn’t provide this level of detail to any other committee. Viseu added that it is a question of process, and this is why we (Marres and Viseu) are including timelines because it is the most vital act of governance in the society. Council as a whole should have the opportunity to see and approve the roster before it goes to the membership. For many of us we know who will win an election because we look at race and gender. It’s not about curtailing anyone’s ability to decide, but to make 4S a better society. Kowal noted that committees such as prize committees do not ask council for approval for making a prize to a person, they let council know. The independence of committees has been seen as important across a whole range committees.
Kowal reads out two versions for a further charter change.
Option 1. An elections committee consisting of council members and other 4S members appointed by the president shall seek nominations from the membership for open elected positions and work with council and the president to finalise and present to the membership a slate of candidates.
Option 2. An elections committee consisting of council members and other 4S members appointed by the president shall seek nominations from the membership for open elected positions of council members and president. The election slate will be presented to council for consultation and approval at least six months before the annual meeting and be presented to the membership at least four months prior to the annual meeting.Zoom in-meeting Vote: Council voted nine (9) votes for option 1, and six (6) votes for option 1 and no abstentions. Version 1 is passed. This will also be taken to the business meeting and if endorsed will go for a membership online vote after the October Business meeting.
4. Kowal introduces a further proposed change to B4 in the charter. It currently says seven voting members of council constitute a quorum and a change by Marres and Viseu is to change it to 9 voting members. The rationale is that we have 16 voting members (when we have a president elect) but when we only have the president we have 15. So if we want to have a majority it would be 8 rather than 7. Viseu asked to put a motion forward and Marres seconded the motion. Windle commented that we may need quorums lower in these times due to Covid-19 affecting attendance in the future as this has been her experience on other non-profits. Zoom in-meeting Vote: Council voted to change B4 from 7 to 9 voting members to constitute a quorum. Council voted nine (9) votes in favour, and six (6) against and no abstentions. The motion was passed to increase the quorum to nine. This will also be taken to the business meeting and if endorsed will go for a membership online vote after the October Business meeting.
Marres and Viseu together announced their resignation as 4S council members stating that we have witnessed with dismay the increasing lack of accountability, transparency and respect in relations between 4S leadership, council members, and Officers, as well as persistent moves to implement proposals that we strongly believe will have the effect of concentrating power in the President. We are encouraged by the fact that today council has made some decisions which go in the right direction, renewing 4S’ commitment to democratic governance. We are heartened by this, but at this point, we see no other option but to resign from the job we were elected to perform. Too much has happened over the last period that risked dismantling the arrangements of distributed governance that are central to 4S and to its mission of the democratisation of science, and this should never happen again. It is our sincere hope that you as our colleagues who remain on council will be able to continue council’s important work, and we wish you all the very best. Marres and Viseu left the meeting. Kowal noted the resignations and stated that was sad that Marres and Viseu resigned in the last minutes of their term as council members underlining that this has been unprecedented year for a whole lot of reasons including during a pandemic. Kowal expressed to Fujimura that she is in our thoughts all the time and that it is incredible that she has maintained her ability to function this year, and it has been an extremely sad time.
12. Update on Archiving committee
Suarez concluded that she would circulate a Google document for further discussion given the meeting was at time. Kowal led further expressions of thanks from council members to Joan Fujimura for her time as President of 4S.
Kowal adjourned the meeting at 11:11 PM UTC.