[Foundation-l] Board-announcement: Board Restructuring

[Florence Devouard]

Brianna Laugher wrote:
> Hi,
> 
> I had the impression that Florence's "elected" position had been
> converted into an "appointed" one. But now I see it is listed as a
> community one.

Yes, it is mostly a simplification to "describe" things. In a similar 
way, Domas and Michael are now "chapter seat". Transitional glitches :-)


> Will the Board look to the community first to fill the appointed
> 'expertise' seats? (I understand in many, probably most cases, that
> expertise + willingness may not exist.)
> 
> Under this new structure, will it be possible that community-elected
> positions may be converted to board-appointed? (Expert in the
> community?)
> 
> Are the 'specific expertise' seats going to be for specifically named
> areas of expertise?

All good questions.
Here is the background:
* Some board members agree that we need "external experts" to cast a 
different light on things, provide a different approach (eg, Jan-Bart)
* Most (all ?) board members agree that we need certain skills on the 
board, to fullfill our fiduciary role (eg, fundraising, finances, legal 
etc..). And notice that these skills are not necessarily brought by 
community elections, hence the need *for the board* to have the ability 
to appoint additional people when necessary (eg, Stu)
* At the same time, some members feel that the organization must stay 
under control of the editing community
* And some members fear that the organization could be "taken over" by 
powerful forces if there are no safegards regarding community involvement

In the current system, community+chapter seats represent half of the 
board, and may prevent any take over by external forces. Which leave a 
rather large independance to the board to appoint *external* experts as 
needed. The experts may be from the community or may be external. There 
is no obligation to first look outside, nor in the community. The 
primary lead will be the skill needed.

Every year, after the elections (community or chapter), a nominating 
committee will meet and decide which skillsets are missing on the 
*current* board (the one with brand new members). After missing skills 
are identified, this committee will look for candidates to provide these 
specific skills. I do not think a "seat" will be associated to a 
specific expertise since the expertise missing may change every year and 
since a board member can bring different skills in the plate (eg, Stuart 
is both bringing business and finances skills).

May someone from the community be appointed for "community" expertise ?
Probably not. We traditionally have never lacked community expertise, 
and the new system with 5 elected will probably just go on bringing 
community expertise. As a consequence, it is much more likely that these 
four seats will bring other types of expertise entirely.

Incidently, note that chapters may very well elect as representatives 
someone who is not a chapter member, or even who may not be a real 
community member. That's up to them.

I guess the transparent question is "would Florence be appointed as 
community expert". I am fully sure the answer is no.

> Community Founder seat seems to be locking Jimmy into the Board for,
> well, indefinitely. Presumably he is happy with that, but it will mean
> the rules need to be changed when he can't do it any more, right?
> (Yer, maybe decades from now :))
> I mean, there are no other people in the community, and there never
> will be, who fufil the role of "community founder". What is the point
> of "formalizing Jimmy's role as Community Founder" - why not just make
> his seat one of the Board appointed ones?

I tend to agree with you that the Community Founder seat locks Jimbo in 
that seat for probably forever, which, imho, is not good. But this was 
the best consensus we could agree on.

The main problem is that for the past, at least, year, we have struggled 
as to whether Jimbo had a "community" seat or an "appointed" seat.
As for me, I find really hard to call "community" seat the seat of 
someone who has never been elected, who never will, and who has a 
special position in the community. Jimbo, however, felt really really 
wrong to be considered "external" (which is totally fair as well). The 
problem is that our bylaws explicitely said "majority of board members 
from the community". Was Jimbo to be counted as such or not ?

In the new scheme, Jimbo could not be put in the "chapter seats" (he may 
have not be elected), he could not be put in the "community seats", but 
he could not be put in "special expertise" seat either (he is not 
particularly bringing any of the expertises we have listed as necessary).

So, we got this solution out of the hat ;-)
Whenever he does not want to be on anymore, he can just resign and this 
seat will automatically cease to exist (so, there is no need to change 
any rule).

> It will be interesting to see how the chapter seats play out.

ya

ant

> regards,
> Brianna
> 
>