[Foundation-l] Future Board election procedures and guidelines

[Anthony]

On 7/16/07, Jan-Bart de Vreede <wiki at devreede.net> wrote:
> Brion Vibber wrote:
> > 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.

Why is "former" in parentheses?  Did the search firm specifically say
that having former employees on the board would be a step back?  I
really don't follow this line of logic.

> > 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
> particular!)
>
Whether or not that person should be allowed on the board seems to
depend on whether or not ey really had a brilliant vision which was
being ignored.  Now sure, we could argue over whether or not a popular
vote is the best way to decide that, but that's much more relevant to
a question of who should be allowed to vote and not who should be
allowed to run.

> 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.
>
So get them up to speed on facts or other aspects.  And don't allow
them to overrule the ED.  Putting people who think they know more than
they do on the board is a bad idea, but I see no reason to believe
that former employees are any more likely to be this type of person.

> 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.

I can come up with a million scenarios in which a former employee
makes a bad candidate, and a million more in which a non-employee
makes a bad candidate.  If I had to try to balance the benefits and
detriments I'd guess that former employees would tend to make *better*
board members, however I don't think it matters anyway.  As long as
it's reasonably foreseeable that a former employee might make a good
board member, the rules shouldn't be prejudiced against them.