[Foundation-l] Board size

[Erik Moeller]

On 9/12/07, Florence Devouard <Anthere9 at yahoo.com> wrote:
> Nod. However, Erik expressed the desire to expand the board earlier
> (december I presume or later ?). If so, it would be by appointment probably.

I actually do share your concerns regarding an early expansion,
especially since Michael is likely to be replaced soon.

Another concern is the difficulty of consensus-building and even basic
procedures (getting enough people to vote) in an expanded Board. I'll
note that the Board resolved in January 2006 to create an "Executive
Committee", a mechanism which is used by some non-profits to delegate
Board responsibility to a subset of the Board between meetings.

This might be a feasible structure for us also, as we are fairly
active (and likely to remain so, if in different areas) between
meetings, but currently can only take decisions as a group. In the
past, Brad had advised us to postpone serious discussion of such an
entity until the Board is expanded again. So it's in this context in
which I'll bring up the notion again.

Now, with regard to appointed or elected members:

My position has been consistently (since the Bylaws revision) that
having the majority of Board members elected from the community is
desirable. Having the _entire_ Board elected from the community would
probably leave us with insufficient flexibility to appoint people with
specific needed skills.

I might, in some situations, favor using the appointment mechanism to
bring in a member of the community we have a strong trust relationship
with, but who is not prominent enough to be elected; in such
situations, the seat could be converted to an elected one later.

I would also favor "converting" Jimmy's seat to an elected one; he has
expressed in the past that he would be fine with such a conversion.
Jimmy is not just a member of the community, he is its very founder,
so it seems a bit odd to rely on the mechanism of appointment for
keeping him on the Board. I do not think he would have any trouble
with getting re-elected. :-)

This would give us some more flexibility under the "majority elected"
principle, as we currently only have 2 members (Michael and Jan-Bart)
on a 7 member Board who are from outside the community. If the
conversion of Jimmy's seat coincided with a Board expansion, we could
add 2 appointed members, while not actually adding any community
members. That's a possible scenario I might support.
-- 
Toward Peace, Love & Progress:
Erik

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