[Foundation-l] Future Board election procedures and guidelines

Jan-Bart de Vreede wiki at devreede.net
Mon Jul 16 19:02:25 UTC 2007

Hi Brion & All

First of all, I could imagine a lot worse people on the board then you. 
I just think we couldn't miss you in your current position ;)

But I do want to respond to some of your points which I don't agree with.

Brion Vibber wrote:

> I appreciate that you guys want to try to keep Danny out because he
> ruffled some feathers, but let's not take it out on the rest of us, please?
Hold on. If the point of this excercise had been to keep Danny of the 
board then we would implemented this proposal before the current 
elections (there was enough time). That was not the intention and never 
has been.
> Plenty of companies have even *current* employees on the board, such as
> the common chairman/CEO combinations and employee/trustees of
> employee-owned companies; 
True, but one of the comments which came back after last years audit was 
that we should separate our board of trustees more from the daily 
operations and the foundation office. The same thing was confirmed by 
our search firm when we hired them. When checking with them about this 
issue the general feeling was that having (former) employees on the 
board would be a step back in this process on which we are now making 
more and more progress.
> I definitely don't buy the idea that having
> knowledge of the operations of the organization from working inside it
> would somehow make it bad for someone to become involved in running it,
Well, a common scenario:
1) Person does not feel that the organisation understands his/her 
brilliant vision
2) Person gets fired/resigns
3) Person then tries to get on the board and make the rest of the world 
understand why he/she is brilliant and the rest of the world doesn't get it
(Please note: this is an example and does not refer to anyone in 

Another scenario would be the former employee overruling the ED within 
board meetings ("I know what is really going on") while not up to speed 
on facts or other aspects.

There are many more scenarios which are not beneficial. On the other 
hand there are also benefits, I happen to think that the disadvantages 
are not as large as the benefits.
> and the idea that having been an employee makes one "unfairly" visible
> is just plain silly.
Hmmm interesting. I would argue that Cary Bass (sorry to use you as an 
example Bastique) has become much more visible within the community once 
he started his job. This is because his Foundation salary allows him to 
spend his working day within the community (as this is his job). This 
visibility would likely result in more votes when election time comes 
around if he were a candidate. The Foundation has therefore paid for 
part of his campaign. Thats not (say it with me ;) "silly" but more 
something which is deemed unfair by a lot of people.
> (Disclaimer: as a community member who is an employee of the Foundation,
> this proposed policy shift would obviously affect me personally. Even if
> I never intend to run for the board myself, being preemptively
> restricted in this way feels like an attack on my credibility and that
> of my fellows.)
I happen to think that they are good reasons. Just to make sure that we 
all understand: I would propose a waiting period of one year, not 
indefinite. I don't see how it has to do with credibility.
> Ray Saintonge wrote:
>> I think the proposal has it backwards.  I would be more concerned when a
>> person who has just left the Board is given employment by the Board.
>> There can be exceptions here to, but the details must be all there for
>> everyone to see.
> Agreed -- that's where the conflict-of-interest question would lie.
Just to make things clear, this is another issue which also requires 
clear guidelines and I agree that there is a potential conflict of 
interest which we should guard against.

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