Loomio

e-decisions #

For asynchronous decision-making we use Loomio. Note that we use the instance hosted in Europe. There is also another instance hosted under a .com domain.

Loomio is part of the formal decision-making system of the association and complements, but does not replace, statutory board meetings.

Scope #

Loomio supports discussions and a wide variety of decision types, where people can comment and decide. We use it for gathering feedback and taking decisions by the board and taking decisions in the OpenRail team. The focus is on formal decisions which need to be documented in a way that can also be presented to the authorities.

The goal is to take decisions early, without having to wait for a board meeting, while making sure that there is room for discussion and feedback to enable informed decisions.

Votings beyond the procedures described above will be set up when required and in accordance with the statutes applicable at the given point in time.

Groups #

We have an overall OpenRail group in Loomio. This has subgroups in which the actual activity is happening.

We have one group for board decisions. This group contains the members of the board and the members of the OpenRail team. The team can submit documents and calls for decisions. All board members are marked as delegate, so decisions can be limited to board members only. Only board members can vote on board decisions. OpenRail team members can initiate decisions and view the results of votes, but have no voting rights on board decisions.

We have another group for the OpenRail team. This is only visible to the team and can be used for team-internal decisions.

Structure #

Loomio structures everything in discussions, which contain discussion items and may also contain decision items. Each item can have documents attached.

An important difference is that decision items cannot have a thread of comments, so we use them only for final decisions. If the goal is to gather feedback on a proposal or draft, create a discussion item so that people can reply to it.

To group decisions, we use one discussion per quarter. The quarter is defined as the period ending with a board meeting. The reasoning is to group all discussions and decisions that happen between two board meetings so they can be formally validated at the board meeting in one go. This mirrors the legal rhythm of the board and is designed to simplify validation and auditing.

To indicate relevant material, we pin relevant documents to the timeline of the discussion. This provides a clear overview of all relevant documents and decisions and represents the decision log of the board for each quarter.

Taking a decision #

To take a board decision electronically, we follow this process:

  • Create a discussion item in the quarterly discussion with the information about the decision for feedback (this step may be optional for simple decisions that do not need feedback).
  • Let the board ask questions and comment in a thread on the discussion item.
  • Create a decision:
    • Create a decision item using an appropriate template with the exact proposal the board is expected to vote on.
    • Set an appropriate deadline. The default is one week.
    • Assign the vote to the “BoD delegates” as the only eligible voters.
  • Board members vote on the proposal.
  • When the vote is closed, document the outcome in Loomio and make sure the decision is pinned to the timeline of the quarterly discussion.

Preparing a board meeting #

Before the board meeting, we share the relevant documents in the discussion for the corresponding quarter as discussion items. This includes reports from working groups, the agenda and slides for the meeting, and any other supporting material.

The agenda for the board meeting contains a recurring agenda item called “Validating e-decisions”. This lists all decisions taken in Loomio during the quarter preceding the board meeting. At the meeting, the board formally confirms these decisions in a single vote. This confirmation is not done in Loomio, but at the board meeting and is documented in the meeting minutes.

Protocol of the board meeting #

After the board meeting, the meeting minutes are shared in the discussion for the following quarter for board approval. A draft is shared as a discussion item. Once all questions and comments are resolved, the final version is shared for approval. This is one decision, which is formally validated at the next board meeting as described in the section on preparing a board meeting.

Responsibilities #

For each item (a document to be shared or a decision to be taken), we define exactly one responsible person. This person creates the item within the quarterly discussion and uploads any related documents. The person is also responsible for ensuring that the decision is completed and that its outcome is properly documented. We track responsibilities on our regular work board on GitHub.