On Sep 3, 2011, at 18:15 , Thomas Dalton wrote:
Could you elaborate on the ways it can be made to work
where the board
members with other affiliations have a vote?
Ways for voting members to serve more than one board include:
– Clarifying why mutual overlap is important: improve communication, build trust, share
skills, support new organization, foster communication, make the most of an outstanding
individual, nurturing a coherent global network, etc.
– Demanding absolute transparency and declaration of all interests. Most nonprofit and
for-profit boards demand this now anyway. Many directors are on multiple boards and
simply declare it. There is not usually an issue if the two organizations are unrelated.
It may not be an issue even if the two organizations are related.
– Asking board members to recuse themselves from any decision where they have a conflict
of interest (or a perception of conflict of interest). This works most of the time as
few directors want minutes recording that they declined a request from the chair to
recuse.
– Defining "conflict of interest". Simply being on two boards does not, but
itself, amount to conflict of interest, especially if the two organizations have congruent
goals. If, for example, both Wikimedia Canada and Wikimedia France wanted the same person
on their board, it's not clear that there would be much conflict of interest. There
might be a time conflict for the popular person, but that is not a conflict of interest.
Between Wikimedia Foundation and chapters there is the issue of oversight of content, so
that people do not sue Wikimedia UK in England, where libel laws are most favorable to the
plaintiff. The sharper the definition of which interests might conflict, the easier to
find ways for boards to collaborate and share directors.
– Reserving decisions. Boards can define that certain decisions can only be made by
directors with no other directorships (e.g. financial). They can also define certain
decisions be made by consensus (e.g. appointment of Executive Director), which essentially
gives each director a veto. Some NGO networks insists that to appoint a chief executive a
local board has to secure the consent of the global organization, which gives a veto to
somebody (or some body) considering more than just the views of the board.
These and other strategies are worth the effort if mutual overlap can bring benefits to
the movement or component organizations. Building coherence has a cost and requires
investment. Networks without mutual overlap have sometimes found increasing
miscommunication, declining trust, and energy spent more on internal conflict than
advancing movement goals.