[Foundation-l] Composition of the board

Jussi-Ville Heiskanen cimonavaro at gmail.com
Mon Aug 14 09:33:13 UTC 2006

On 8/13/06, Ray Saintonge <saintonge at telus.net> wrote:

<lots of valuable analysis of the bylaws>

> The current section on "Community" is nothing more than an exercise in
> condescension.  It purports to support communities without saying what
> that really means.

Indeed. I am not fully clear how well the law understands what we mean
by community, when we do not necessarily agree between ourselves. One
thing which would help give the concept at least a modicum of tangible
meaning might be if we created a user status of "regular user". Along
with voting rights in foundation elections, they might be given some
extra non-dangerous bells and whistles to their editing tool-set.

> The key issue now is number and composition.  I'm not dealing now with
> some of the issues in this part, but this should not imp[ly that I am
> without opinions.
> I am not entirely opposed to an open-ended maximum for the number of
> trustees, but there needs to be some recognition that if the total
> number of trustees becomes too high the Board could become unmanageable.

Better than a strict limit would be a heuristic of checks and balances.

> If the total number of Trustees is to be flexible it is not appropriate
> that the number of member elected trustees could remain stuck at two.  I
> would suggest that at least 2/3 of the Trustees be from the community,
> and that at least 1/3 of the Trustees be elected by the community.  (To
> be clear, hat 1/3 would be included in the previous 2/3.)  This would
> leave the remainder as potentially from outside.  It should be noted
> that if a 3/4 vote is required for certain fundamental changes it would
> be very difficult for rogue membership to subvert the purposes of the
> Foundation.

Personally I don't think a fixed minimum ratio of elected Trustees is
the best way to go. Only one vote over the necessary threshold for a
given vote to pass is necessary for it to pass. Personally I would
like to see a composition of the board which required that for board
sizes up to 9 members, the number of elected Trustees should exceed
the number of appointed trustees by at least one but no more than two;
from 10 members (if it should ever grow to that size) upwards, at
least two elected trustees more than the number of appointed trustees
but never more than three should be the rule. I think such an
arrangement would also function as a useful curb on the growth of the
board, if the two were to be in lockstep.

In my view more important than thinking about the ratio of appointed
members coming from the community would be a requirement that all
appointed *permanent* members of the board be from the community. This
would effectively prevent a hijacking or "staking of a corner" of the
board by outside interests. To put it more clearly, all appointed
members from  outside the community should serve for a fixed term,
just as elected Trustees do.

Supermajorities for certain actions would be a very good idea.

> The other restriction would be to forbid the appointment of any person
> to the Board if that would result in the majority of the Board being
> citizens of any one country.

I will note in passing that this state of affairs does not obtain at
present, although it could change in the very near future.

Jussi-Ville Heiskanen, AKA. Cimon Avaro

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