[Foundation-l] Future Board election procedures and guidelines

[Erik Moeller]

On 7/16/07, Brion Vibber <brion at wikimedia.org> wrote:
> I definitely do not support this; it unnecessarily punishes community
> members who have become involved in the foundation's corporate
> operations without similarly punishing those who have been active in
> other ways (chapters, community projects, etc).

Oscar resigned from his position as head of the Dutch chapter when he
joined the Board; Frieda will not stand for the presidency of the
Italian chapter again in November. This is not a "punishment", it is
simply a clear separation of roles that helps to avoid conflicts of
interest in many decision-making processes where chapters are
involved.

> Plenty of companies have even *current* employees on the board, such as
> the common chairman/CEO combinations and employee/trustees of
> employee-owned companies

In non-profit governance, this is very uncommon. For instance, a
publication by the LA-based center for non-profit management notes:

"Should employees be board members? Although California law allows
employees to serve as board members, in practice, nonprofit
organizations rarely have employees on the board, with the possible
exception of the executive director. Having an employee on the board
is not recommended. It increases the potential for conflicts of
interest. Perhaps most important, it may interfere with the board's
ability to oversee and evaluate the chief executive's performance.
Also, because the executive director reports to the board, having
employees who report to the executive director also serve on the board
can confuse the lines of decision-making within the organization.
There are other ways for board members to work with and receive
information from employees. Employees can serve on board committees,
attend joint board and staff retreats, and contribute to the
evaluation of the executive director. Many funders (including certain
government departments, United Ways, and many foundations) will not
fund organizations that have employees serving as board members."

http://www.npsolutions.org/resources/grgs2002.pdf

This article by Kori Rodley Irons also highlights some of the problems
when employees join the Board of a non-profit:

"One of the main challenges that happen when changes such as these
occur is that previously established relationships can create a
break-down in boundaries and professionalism. For example, a staff
member who becomes a board member may still feel an allegiance and
have strong ties to former co-workers. As a board member, he or she
may be privy to information that isn't necessarily suitable for staff
members, but may feel compelled to share with staffers, or be confused
about what is and is not appropriate."

"Similarly, a board member who leaves to take a staff position may
feel like he or she can go directly to former peers with concerns and
ideas, circumnavigating the employee chain-of-command and undermining
the authority of the executive director (unless he or she becomes the
executive director and this creates a different, unique set of
potential problems.) While not everything can be avoided, anticipating
where the problems may arise can help to prepare and address the
specifics of new roles."

http://www.associatedcontent.com/article/102549/when_board_members_become_staff_or.html

The idea here is not to prohibit employees from partaking in
Board-level governance, but to introduce a reasonable waiting period
to avoid staff positions being used as campaign platforms, and
intermittent operational issues washing into election times. I support
such a waiting period, but also for Board members becoming employees:
to be fair, it should be fully symmetrical.

> 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,
> and the idea that having been an employee makes one "unfairly" visible
> is just plain silly.

The Board serves in an oversight function, which is distinctly
different from "running" the day-to-day operations. It is this very
difference that you yourself have reminded the Board a couple of times
is important to establish and maintain. The idea of employees running
an election campaign while or shortly after serving in an operational
capacity is running counter to that very notion.

> (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.)

It is not at all intended as such, and I wonder if the aforementioned
symmetrical nature of such a policy would somewhat alleviate this
particular concern? It is certainly not intended as a "Lex Danny",
which is exactly why we have waited until after the election before
even seriously discussing it.

-- 
Toward Peace, Love & Progress:
Erik

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