[Foundation-l] Clarification on order of appointment of chapter and nomination committee derived board members.

[Florence Devouard]

Jussi-Ville Heiskanen wrote:
> If I understand it correctly, we will now have:
> 
> 1. board appointed trustees who will derive
> from chapters recommendations.
> 
> 2. board appointed trustees who will derive
> from a nomination committee headed by Sue
> and containing two trustees (minimum) and
> any number of others.

Where did you get the idea that the nominating committee was headed by Sue ?

What does "headed" mean anyway ?

According to the changes of bylaws (the bylaws were not updated on the 
foundation website by the way), the resolution says

"(E) Board-appointed Trustees. Beginning in January 2009, four Trustees 
will be appointed by the Board from a list of candidates selected by the 
Nominating Committee. The Nominating Committee shall be appointed by the 
full board and shall include as members (i) at least two Trustees 
selected during the prior July's community or chapter selection process, 
and (ii) the Executive Director. The Nominating Committee may consist of 
any number of members, including former Trustees and external experts. 
The Nominating Committee shall select candidates by October 15. Both the 
nomination and the appointment of Board-appointed Trustees shall be 
conducted consistent with the provisions of Subsection (A), above, and 
with applicable state or federal law. Board-appointed Trustees must 
resign from any chapter-board, governance, chapter-paid, or 
Foundation-paid position for the duration of their terms as Trustees. 
Trustees selected by the Board under this subsection shall serve 
one-year terms. The Board may reappoint a Board-appointed Trustee from 
year to year, for successive one-year terms.

I would recommand avoiding to call that committee "Sue's committee". It 
just is not her committee.


Second, this nominating committee is "nominating". Not "approving" 
members in the name of the board. The idea behind this committee is that 
it should identify which expertises are missing on the board (and 
surely, the ED can help in that process), then identify individuals who 
could fill up that gap, and last, inform the board of the gap, and then 
provide them with the names recommandation.



> 
> 3. board appointed trustees who will derive
> from some form of community election managed
> by a board election administrative committee.
> 
> 3. board appointed trustees who will derive
> directly from the board itself (to replace
> resigned board members during their term).
> 
> I have a few questions :-)
> 
> * * *
> 
> First, what precisely is the way in
> which it is decided who will serve on
> Sues nomination committee?

Consensus decision amongst the board.
My personal opinion right now would be Mike, Jean-Bart and Wing as board 
members.


> Will the workings of it be public? In
> part, in whole, or not at all?

I suspect it will not be public; and I suspect it will be decided on the 
16th of July (at least, I put it on the agenda).
According to the bylaws, it should include Wing.
Logically, it should include the Chair (intuitively, every board 
committee should include the chair...).
And I'd say Jean-Bart has proved good to deal with such things and is 
well placed, as an appointed member, to help on that process.


> Will the committee internally operate
> by vote, or is it merely there to advise
> Sue on how to choose who to recommend
> to the board?

It would be extremely wrong that the head of staff be the one 
recommanding her future boss...
The way I understood it, Sue would play an important role in identifying 
the gaps and suggesting names, but have no more authority in the 
recommandation process than any other committee members. I also hope 
(because it would be very poor process) that she will NOT be the chair 
of that committee. From a pure governance point of view, that really 
would seem strange to me.

> * * *
> 
> Secondly, would it be a good idea to
> either formalize as some form of
> resolution or bylaw that when the
> board directly appoints a replacement
> to a community election derived trustee,
> that the replacement would be in some
> form "of like demeanour".
> 
> This is a vague and open question, but
> I will leave it that way, deliberately,
> to allow a wide range of approaches of
> responding to it. 8-)

I do not understand the question...


> Lastly, is it conceivable that we may
> have a situation whereby Sues committee
> will have returned its recommendations
> before the chapters have returned theirs
> and the trustees derived from Sues
> committees recommendations will decide
> on whether or not to appoint whoever
> the chapters recommend?


I am not 100% sure what the question means...
But you seem to be mistaken on the process.

Step 1: the chapters must present a process to the board, where upon 
they will choose their reprensentatives. Note that this process is not 
"set in stone", it may change over time. The chapters may decide that 
"this year, the presidents of all chapters will collegially choose 
someone". The chapters only present the process and the board approve 
the process

Step 2: the chapters come up with the names of representants

Step 3: the board studies if there is something wrong with these 
representatives and may choose to refuse (but they better come with a 
GOOD reason to do that).

So, the board does not really decide to appoint or not the names 
recommanded by the chapters. They accept them, but have a window to 
oppose them if there is a really good argument to do that.
I'd say that if it ever happens, we would probably enter in a sort of 
civil war, so it better not happen. That certainly would be a super red 
flag, indicating that the board of WMF has gone in a very very wrong 
direction and  chapters are trying to save the story.

> That is, to drive the point of the
> question to the ground; is it possible
> that "experts" will ratify the selection
> of community trustees (accepting here
> implicitly that chapter recommended
> board appointed trustees are community
> trustees)?

It is not the responsibility of the nominating committee to appoint 
chapter representants. Period.

There is nothing wrong in suggesting that the nominating committee might 
recommand the name of a person previously recommanded by chapters and 
refused by the board. I guess that would be a second rather serious red 
flag.

> Yours,
> 
> Jussi-Ville Heiskanen

The big question is as to whether chapters will come up with names 
before the 15th of october... Do you feel like leading the process to 
speed up the proposition of a procedure Jussi ?