On 09/02/11 1:02 PM, Michael Snow wrote:
Meanwhile, on the subject of mutual board appointments
between chapters
and the foundation, I figured I'd chime in as I helped push the idea for
chapters to select foundation board members in the first place. For one
thing, there's a very different power dynamic between the chapters
collectively choosing a couple members of the foundation's board, and
the foundation solely choosing a member of an individual chapter's
board. The chapter-appointed seats cannot really be controlled outside
of the selection process itself, so those board members can act as
freely as their colleagues, and certainly no single chapter can force
them to act in a particular way. This is partly by design, since the
ultimate fiduciary obligations of those board members are still to the
foundation rather than a chapter, and is why we emphasized that they are
not necessarily being selected as "representatives" of the chapters.
This is anomalous. What is the benefit of chapter-appointed seats if
those appointees cannot represent their constituency? In ordinary
politics we also frequently see elected politicians who, when once
elected.put the interests of their Party above the interests of their
district. Representing the interests of the chapters need not be
inconsistent with fiduciary obligations. It may be impossible for
chapters collectively to force their representative to act in certain
ways, and I agree that the influence of a single chapter is out of the
question. Nevertheless, where the WMF Board has become unfriendly to
chapters it is bound to influence the next round of elections.
Ray