[Foundation-l] governance

daniwo59 at aol.com daniwo59 at aol.com
Tue Apr 10 21:23:45 UTC 2007

I do not understand the entirety of your essay. It is rambling and in many  
places disjointed. I also think it fails to distinguish between key terms which 
 shoudl be distinguished, like CEO and ED, or Board of Trustees and Board of  
Executives. These are used interchangably, but there are real differences  
between them, and only when these differences are fully understood, can the  
Board decide what it is (Board of Trustees or Board of Executives) and what it  
is looking for (a CEO or an ED).
I also think that there is a significant level of distrust, which permeates  
the action points of this proposal. The List of "What ifs ... " immediately  
jumps to mind. If the right decision is made in appointing a CEO/ED, this is  
moot. As for the solutions: 1. To tell him (her) the whole story--it would be  
incumbent on a new CEO/ED to learn this from all parties, not just from the  
Board. Someone who has to be told the whole story is not appropriate; nor is it 
 appropriate for the Board to keeps facts from such a person. 2. "To set up  
limits to give him freedom, without letting him wild in the open" -- I have no 
 idea what this statement means (do you limit the freedom of the ED? To what  
degree? How would that be different from the current micromanaging?) 
As for the problems with this model, you are suggesting exactly what Carver  
cautions against--partial implementation. "Many board members and executive  
directors or CEOs interviewed in the research that informed the development of  
this web site said they found the policy governance model to be too rigid.  
Others indicated that they tried to adopt it but had to modify it to make it  
work — and when this model is modified to any degree it is no longer the Carver 
 model. (_http://www.iog.ca/boardgovernance/html/mod_ove_pol_mor_cri.html_ 
(http://www.iog.ca/boardgovernance/html/mod_ove_pol_mor_cri.html) )  The text 
goes on to say "Carver insists that the model works best when adopted  in its 
entirety and that its failure can only be attributed to incomplete or  improper 
implementation." (Ibid.). IN contrast, you write, " am willing to try  to 
implement something in relation to that governance policy model, even if it  does 
not fit exactly the model; at least we would have tried."  This is precisely 
what Carver would claim leads to potential dysfunction.
Nor does this model allow for a genuine "leader" figure to emerge, yet  Jimmy 
is one such leader figure, and it stands to reason that others will emerge  
over time. Finally it requires excellence of all Board members, which may be  
unattainable in a rotating (i.e., elected) Board, where the criteria for  
inclusion may not be fully understood by the electors or even the  candidates 
Finally, I do not understand the role of an interim CEO/ED. Been there,  done 
that. Is that step really necessary under the circumstances? How will this  
model address what you call the dissatisfaction of the staff, especially when  
there is no CEO/ED in place to move it forward? How do you perceive it as  
reinstilling trust in the Board.
All in all, I think that this proposal is a huge step forward. On the other  
hand, I can't help wonder if this is just a panacea intended to resolve a  
festering problem, much like claiming that hiring a CEO/ED is the solution to  
all of the Foundation's problems. 

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