On 12/30/07, daniwo59(a)aol.com <daniwo59(a)aol.com> wrote: Not exactly yours, though in retrospect I have to acknowledge some of your criticisms of the governance model as valid. I do believe, based on my experience of the last year, that - the ability to provide corporate oversight, and the ability to help with fundraising, are essential to a well-functioning Board of Trustees; - some degree of organizational reform is necessary to achieve this. I do not believe anymore that the current model of governance is sufficient, and I do not exempt myself from this criticism. I do not want to undervalue the community experience that many of us bring to the table, our understanding of the history of the projects, our shared belief in a positive future. These are important skills and values that I believe need to at least be present on a governing Board. I used to believe that the "appointed minority" could complement the Board with the skills it lacks. But there are two key problems with that approach: * You don't know what you don't know. The Board lacks the ability to judge _itself_, and its own deficiencies, accurately and fully, and the same applies to potential future Board members. * In our traditional view of our governance, community participation takes _precedence_ over any other skill. (And yes, I myself have supported the Bylaws which codify this principle.) The problem with this approach is that it's incomplete and distorted. People in key responsibilities continually acting outside their areas of expertise are likely to cause constant disruption on the staff level, and despair among future Board members with e.g. a serious managerial background. That doesn't mean that I do not believe there isn't a role for community Board members and community leadership. I've mentioned many times before that I consider the Advisory Board an incubator for potential future appointed Board members. I do believe that if we retain the mechanism of community election at all, a similar trial of participation is needed for future Board members from the community. Moreover, I believe we will want to increase the number of _potential_ Board members from the community, and make sure that platform statements on a wiki page aren't the only thing that determines who runs this organization. I believe that the Advisory Board could be complemented by a Community Council (Wikicouncil), with representation from projects, chapters, and languages. I've been skeptical of such a Council before, but in this context, I think it makes sense. As a standing body, the Council would deal with community issues such as a civility taskforce, ArbCom procedures, political disputes among projects, etc. How would Board members then be chosen? I believe that the answer is a mechanism many non-profits use: a Nominating Committee. This committee should be made up of people who are neither Board nor Staff members, who represent both managerial competence and community values. They should have a high degree of freedom in nominating people from either the Advisory Board or the Community Council, but ideally, future Board members would have served for a period of time (say, 6-12 months) on either organizational body. My recommendation would be the following: * The Board should form a task-force to create both a Community Council and a Nominating Committee. * Due to the "know what we don't know" problem, external advisors (including the ED) should be given significant influence over the design and membership of the Nominating Committee. * One possible model: a set of criteria for Board members, with an expert Nominating Committee member charged with responsibility for evaluating candidates based on any one criterion. Criteria might include community values, wiki experience, managerial experience, financial skills, understanding of our legal context, collaborative nature, etc. * The NC should recommend a completely new interim Board ASAP (it could and probably should include existing Board members - but this would be up to the NC to decide, based on a serious skills evaluation). * The interim Board would serve for a period of a year; at the end of that period, the NC would recommend to renew terms or replace Board members. New Board members would have to come from the Advisory Board or the Community Council. Such a mixed model could provide us with a healthy combination of skills, experience, and a track record of involvement. I think the time for the current model is over, and whatever problems it may have would be compounded by a rapid expansion of the Board and the quick creation of a Wikicouncil-like entity without careful deliberation about how those entities will interact, and what they bring to the table. Best, Erik _______________________________________________ foundation-l mailing list foundation-l(a)lists.wikimedia.org Unsubscribe: http://lists.wikimedia.org/mailman/listinfo/foundation-l

* One possible model: a set of criteria for Board members, with an expert Nominating Committee member charged with responsibility for evaluating candidates based on any one criterion. Criteria might include community values, wiki experience, managerial experience, financial skills, understanding of our legal context, collaborative nature, etc. * The NC should recommend a completely new interim Board ASAP (it could and probably should include existing Board members - but this would be up to the NC to decide, based on a serious skills evaluation). * The interim Board would serve for a period of a year; at the end of that period, the NC would recommend to renew terms or replace Board members. New Board members would have to come from the Advisory Board or the Community Council.