[Foundation-l] Clarification on order of appointment of chapter and nomination committee derived board members.

[Dan Rosenthal]

Maybe I'm missing something, but where was this nomination committee
announced? I'm not seeing a foundation-l thread with that title. This was an
amendment to the bylaws?

-Dan

On Sat, Jun 28, 2008 at 6:44 AM, Jussi-Ville Heiskanen <cimonavaro at gmail.com>
wrote:

> Before getting into the specific issues, let me
> thank you for the expeditious reply. I am super
> glad I asked for clarification, because I was
> indeed under sore misapprehension about many
> things, and will indeed need to read the text
> of the relevant documents more closely in light
> of what you have said. Thank you.
>
> But to get back to the issues, your answers
> suggest to me some other useful clarications
> which could be made...
>
> Florence Devouard wrote:
> > Jussi-Ville Heiskanen wrote:
> >> If I understand it correctly, we will now have:
> >>
> >> 1. board appointed trustees who will derive
> >> from chapters recommendations.
> >>
> >> 2. board appointed trustees who will derive
> >> from a nomination committee headed by Sue
> >> and containing two trustees (minimum) and
> >> any number of others.
> >
> > Where did you get the idea that the nominating committee was headed by
> Sue ?
> >
> > What does "headed" mean anyway ?
> >
> > According to the changes of bylaws (the bylaws were not updated on the
> > foundation website by the way), the resolution says
> >
> > "(E) Board-appointed Trustees. Beginning in January 2009, four Trustees
> > will be appointed by the Board from a list of candidates selected by the
> > Nominating Committee. The Nominating Committee shall be appointed by the
> > full board and shall include as members (i) at least two Trustees
> > selected during the prior July's community or chapter selection process,
> > and (ii) the Executive Director. The Nominating Committee may consist of
> > any number of members, including former Trustees and external experts.
> > The Nominating Committee shall select candidates by October 15. Both the
> > nomination and the appointment of Board-appointed Trustees shall be
> > conducted consistent with the provisions of Subsection (A), above, and
> > with applicable state or federal law. Board-appointed Trustees must
> > resign from any chapter-board, governance, chapter-paid, or
> > Foundation-paid position for the duration of their terms as Trustees.
> > Trustees selected by the Board under this subsection shall serve
> > one-year terms. The Board may reappoint a Board-appointed Trustee from
> > year to year, for successive one-year terms.
> >
> > I would recommand avoiding to call that committee "Sue's committee". It
> > just is not her committee.
>
> Good to hear that, loud and clear. Perhaps I am
> not the only one who finds that a useful note.
>
> Perhaps I just thought it would be natural that
> Sue would have the best expertise to judge
> expertise in others, and extrapolated the
> formal structure of the committee from that.
>
> > Second, this nominating committee is "nominating". Not "approving"
> > members in the name of the board. The idea behind this committee is that
> > it should identify which expertises are missing on the board (and
> > surely, the ED can help in that process), then identify individuals who
> > could fill up that gap, and last, inform the board of the gap, and then
> > provide them with the names recommandation.
>
> Hmm. So the committee describes the remit
> of each seat, and then suggests a number
> of candidates for each seat, for the
> board to pick from, with one name as
> a recommendation?
>
> Or describes the remit, then submits a
> list for the board to comment on,
> and based on those comments a single
> recommended person?
>
> Specifically, will each person be an
> answer to a particular gap, or is it
> possible to have a person fill several
> needs?
>
> Is the board also in this situation
> limited to "only in highly special cases"
> not appointing whomever the committee
> recommends?
>
>
> >> 3. board appointed trustees who will derive
> >> from some form of community election managed
> >> by a board election administrative committee.
> >>
> >> 3. board appointed trustees who will derive
> >> directly from the board itself (to replace
> >> resigned board members during their term).
> >>
> >> I have a few questions :-)
> >>
> >> * * *
> >>
> >> First, what precisely is the way in
> >> which it is decided who will serve on
> >> Sues nomination committee?
> >
> > Consensus decision amongst the board.
> > My personal opinion right now would be Mike, Jean-Bart and Wing as board
> > members.
> >
> >
> >> Will the workings of it be public? In
> >> part, in whole, or not at all?
> >
> > I suspect it will not be public; and I suspect it will be decided on the
> > 16th of July (at least, I put it on the agenda).
> > According to the bylaws, it should include Wing.
> > Logically, it should include the Chair (intuitively, every board
> > committee should include the chair...).
> > And I'd say Jean-Bart has proved good to deal with such things and is
> > well placed, as an appointed member, to help on that process.
>
> Thank you for clarifying that.
>
> >> Will the committee internally operate
> >> by vote, or is it merely there to advise
> >> Sue on how to choose who to recommend
> >> to the board?
> >
> > It would be extremely wrong that the head of staff be the one
> > recommanding her future boss...
> > The way I understood it, Sue would play an important role in identifying
> > the gaps and suggesting names, but have no more authority in the
> > recommandation process than any other committee members. I also hope
> > (because it would be very poor process) that she will NOT be the chair
> > of that committee. From a pure governance point of view, that really
> > would seem strange to me.
>
> Thank you for clarifying that.
>
> >> * * *
> >>
> >> Secondly, would it be a good idea to
> >> either formalize as some form of
> >> resolution or bylaw that when the
> >> board directly appoints a replacement
> >> to a community election derived trustee,
> >> that the replacement would be in some
> >> form "of like demeanour".
> >>
> >> This is a vague and open question, but
> >> I will leave it that way, deliberately,
> >> to allow a wide range of approaches of
> >> responding to it. 8-)
> >
> > I do not understand the question...
>
> I'll try to clarify it just a little bit.
>
> I am asking whether the board should be
> totally free in replacing a resigned
> trustee who may for instance have a
> mandate from the community? For instance
> to choose somebody who is totally outside
> the community?
>
> >> Lastly, is it conceivable that we may
> >> have a situation whereby Sues committee
> >> will have returned its recommendations
> >> before the chapters have returned theirs
> >> and the trustees derived from Sues
> >> committees recommendations will decide
> >> on whether or not to appoint whoever
> >> the chapters recommend?
> >
> >
> > I am not 100% sure what the question means...
> > But you seem to be mistaken on the process.
> >
> > Step 1: the chapters must present a process to the board, where upon
> > they will choose their reprensentatives. Note that this process is not
> > "set in stone", it may change over time. The chapters may decide that
> > "this year, the presidents of all chapters will collegially choose
> > someone". The chapters only present the process and the board approve
> > the process
> >
> > Step 2: the chapters come up with the names of representants
> >
> > Step 3: the board studies if there is something wrong with these
> > representatives and may choose to refuse (but they better come with a
> > GOOD reason to do that).
>
> Thank you for the clarification.
>
> > So, the board does not really decide to appoint or not the names
> > recommanded by the chapters. They accept them, but have a window to
> > oppose them if there is a really good argument to do that.
> > I'd say that if it ever happens, we would probably enter in a sort of
> > civil war, so it better not happen. That certainly would be a super red
> > flag, indicating that the board of WMF has gone in a very very wrong
> > direction and  chapters are trying to save the story.
>
> Thank you for this opinion.
>
> >
> >> That is, to drive the point of the
> >> question to the ground; is it possible
> >> that "experts" will ratify the selection
> >> of community trustees (accepting here
> >> implicitly that chapter recommended
> >> board appointed trustees are community
> >> trustees)?
> >
> > It is not the responsibility of the nominating committee to appoint
> > chapter representants. Period.
> >
> > There is nothing wrong in suggesting that the nominating committee might
> > recommand the name of a person previously recommanded by chapters and
> > refused by the board. I guess that would be a second rather serious red
> > flag.
> >
> >> Yours,
> >>
> >> Jussi-Ville Heiskanen
> >
> > The big question is as to whether chapters will come up with names
> > before the 15th of october... Do you feel like leading the process to
> > speed up the proposition of a procedure Jussi ?
>
> Hmm. <peers apprehensively at the cup before him>
>
> Let me think upon that for just a bit.
>
> Yours,
>
> Jussi-Ville Heiskanen
>
>
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-- 
Dan Rosenthal