[Foundation-l] governance

Florence Devouard Anthere9 at yahoo.com
Wed Apr 11 10:49:28 UTC 2007

daniwo59 at aol.com wrote:
> Florence,
> I do not understand the entirety of your essay. It is rambling and in many  
> places disjointed.

I do not think it is rambling, but then I am known for not always be 
very concise. Of course, not being native english speaker does not help. 
But I think most will forgive me that (actually, there was some fabulous 
copyediting done on it !)

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).

The essays I took information from did not necessarily distinguished the 
names. All websites I have explored do not make major differences and 
generally says not to make one for such analysis. The ED search firm 
confirmed the similarity of the terms ED and CEO for our use, as well as 
the external members of the ED search committee.
I suggest that you do not consider there is a difference in that analysis.

> 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?) 

Danny, you need to face it. If we trusted 100% a CEO to manage a 
company, then there would be no need for a board of trustees.
Telling someone he is going to face big problems with his employers if 
he put advertisements on the website, is not restricting his freedom, 
nor is it micromanagement. It is telling him about our values, about 
what he should take care of. I guess that he will prefer to know the 
limits beforehands, then learning about it when receiving a termination 
document. It means that as long as he respects the boundaries, he is 
free to implement the way he feels is best. He does not need to ask, he 
does not need to check, nor to validate, nor rubber stamp. He can act.
Micromanagement is when there is someone on your back all the time.

> 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.

Carver argues that cases of failure can be attributed to uncomplete 
adoption. He does not say that uncomplete adoption leads to failure.

> 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.

True. Well, the advising model and the team management model do not 
allow anyone to emerge either.

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 
> themselves. 

Which is why I talk about it publicly

> Finally, I do not understand the role of an interim CEO/ED. Been there,  done 
> that.

I think we spent 4 hours in the office trying to explain the role of a 
CEO. Do you object to the fact we need a CEO at all ? or do you object 
to the fact we need an *interim* CEO ? These two cases will not get you 
the same answer. Please clarify and I will answer.

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.

This model will have to be with a CEO.

> 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. 

I think I nearly started the other email in saying precisely that 
"hiring a CEO/ED would not magically solve all the problems". So, there 
is no claim saying this.


> Danny
> ************************************** See what's free at http://www.aol.com.
> _______________________________________________
> foundation-l mailing list
> foundation-l at lists.wikimedia.org
> http://lists.wikimedia.org/mailman/listinfo/foundation-l

More information about the foundation-l mailing list