Hi Carlos, On Wed, 2019-05-22 at 14:18 +0200, Carlos Soriano wrote: > Just as an addition to what Rob said. As an example, I have been > working on some critical work for the foundation, for over a year > now. This work required extensive reading of legal, tax forms, > research, etc. and is yet to be finished. It's quite complex, and at > the same time it cannot wait if we want the foundation and project to > keep growing and being healthy. It's unlikely this work can continue > without someone with the expertise gained over the last year, and > it's unlikely any effective hand off can be done with a clean cut.
I can think of at least three separate ways of dealing with such an
issue in principle:
1. The new Board asks you to continue your work without your mandate as
a Director.
2. The Board forms a committee which can provides long term continuity
between Board terms.
3. The Board asks one of their own employees or works together with
another non-profit to curate this knowledge.
That doesn't mean that changing the Board term could improve certain
situations, but I don't seem obvious to me that this is necessary or
even helpful in the long term. After all it is good to be resilient
against specific Directors becoming unavailable for some reason.
Benjamin
> On Wed, 22 May 2019 at 12:43, Robert McQueen <ra...@gnome.org> wrote:
> > On Wed, 2019-05-22 at 11:35 +0200, Tobias Mueller wrote:
> > > Hi,
> >
> > Hi Tobi,
> >
> > > I guess these plans are news to most members.
> >
> > They were mentioned previously in the blog posts we wrote after the
> > hackfest last year - see
> > http://ramcq.net/2018/10/19/gnome-foundation-h
> > ackfest-2018/ - although not moved much further since then as you
> > see
> > from these minutes,
> >
> > > I think that the proposed change is a strict subset of what is
> > > possible
> > > today and that the cost associated with that change do not
> > outweigh
> > > the
> > > benefits.
> >
> > We've received several large grants over the past year or so, and a
> > spokesperson for the anonymous donor spent a while with the board
> > talking about a number of factors, including the requirements
> > around
> > setting the compensation of the Executive Director (hence our new
> > compensation committee) and more generally, how to attract and
> > retain
> > good staff, and be able to demonstrate impact for donors.
> >
> > They support a number of philanthropic initiatives and they
> > impressed
> > on us the importance of a growing Foundation that the strategy is
> > maintained over longer periods of time, so that the resources that
> > are
> > given (ie donations, large or small) can be put to work on longer-
> > term
> > / more impactful projects, and that the staff are able to make
> > plans to
> > deliver such projects and impact.
> >
> > They said a normal time period for a directors term in most non-
> > profits
> > would be 3 years, but after discussion amongst the board it was
> > felt
> > that anything longer than a 2 year term might be a disincentive for
> > people to stand for election. (Although as part of growing the
> > Foundation budget and staff, we are aiming that the directors can
> > reduce their time commitment to the usual oversight role of a
> > board,
> > allowing them to separately decide the extent to which they are
> > able
> > and willing to volunteer for other initiatives.) Most governments
> > or
> > other public bodies tend to have 3-4 year terms as well; for the
> > same
> > reasons. It's really hard to get *anything* non-trivial done in a
> > year.
> >
> > A significant change of the board all at once, particularly if the
> > incoming directors have less experience and might be less confident
> > or
> > decisive, is a significant fear of the staff of any non-profit. It
> > threatens the ability of the (now 6-7) staff of the foundation
> > being
> > able to make effective plans, start longer-running programs and see
> > them through, etc. If our decision making cadence, visibility and
> > horizon is a year (or less) it's very hard to see past that for
> > longer
> > periods of time.
> >
> > In a business context the typical HR advice is that it takes 12-18
> > months for a change in team structure, strategy, etc to really bear
> > fruit in terms of everyone getting back "in the groove" and being
> > productive, confident about what they are doing, etc. The
> > Foundation
> > staff is small but I don't think we should under-estimate the
> > impact of
> > potentially having your manager, strategy and goals changed on an
> > annual basis.
> >
> > > Currently, a candidate can simply run for a consecutive term.
> > They
> > > can
> > > even make it part of their platform that they intend to serve for
> > > more
> > > than one term or that they have served a term already. The
> > electorate
> > > can then decide whether they like it or whether they'd rather see
> > > change
> > > (maybe to overcome perceived bad habits or discontinuing a
> > cabal).
> >
> > I don't agree that these cases are equivalent. We are already in a
> > period of time where the current board feels somewhat
> > disenfranchised
> > due to the upcoming elections, and not comfortable making any
> > significant decisions that might potentially be
> > reverted/countermanded
> > by incoming/successor boards.
> >
> > Also there is a "gelling time" for a new board to come together as
> > a
> > team, which means you lose a chunk of time at the start of each
> > term,
> > particularly with new first-time directors learning the context,
> > procedures and policies of the previous board.
> >
> > I think with the whole board being replaced on an annual basis,
> > time
> > removed at the start and end for you could expect 6-8 months of
> > productive "program time" to make and implement key decisions.
> > Changing
> > from potentially 100% of the board changing every year to ~50%
> > changing
> > every year has a huge impact to this overhead because essentially
> > the
> > board can become a continuous process rather than a stop/start one.
> >
> > > Convincing the electorate to live with a candidate for longer
> > than a
> > > year is much more appealing to me than mandating that choice.
> > > I can see how mandating can be argued into being an advantage,
> > due
> > > to the knowledge not getting lost and the consistency it
> > provides. I
> > > appreciate those arguments and they have some merit.
> > > But my counter argument is that the electorate should be free to
> > > choose
> > > whether they see it the same way. With the change of term
> > lengths,
> > > you
> > > are forcing the electorate to think the same way as you do. And
> > > again,
> > > if a candidate thinks continuity and preserving knowledge is
> > > important,
> > > I'd rather see the candidate convincing the electorate rather
> > than
> > > forcing that onto them.
> >
> > I think that the ability to change 50% of the board absolutely
> > allows
> > the membership to send a clear signal that they are dissatisfied
> > with
> > the current direction / policies / etc, and by replacing a majority
> > of
> > the board they can effectively block further movement in that
> > direction.
> >
> > Considering the close correlation between the Foundation's members,
> > donors and project contributors, and considering that the
> > Foundation is
> > operated very publicly and held to account at any/all times by its
> > members, this level of dissatisfaction is not a message even an
> > incumbent director could ignore.
> >
> > On balance of probabilities, I don't think there is a scenario when
> > the
> > hypothetical nefarious Foundation board can be so oblivious to and
> > ignore the will of the members, because it would also harm its
> > funding
> > and harm the goodwill of the contributors to the project which it
> > relies on to have any impact at all.
> >
> > > I appreciate that running, re-running, or even having elections
> > > incurs
> > > some cost. Those need to be balanced against the sovereignty of
> > the
> > > electorate. As in, it'd be super convenient for the Board to not
> > > have
> > > elections at all and pick new directors at their discretion. But
> > > that'd
> > > remove all the power from the electorate. As such, any increase
> > of
> > > the
> > > length of the term can be seen as undermining the sovereignty of
> > the
> > > electorate and the intention should be justified.
> >
> > I would like to slightly challenge this idea that the electorate
> > are
> > "sovereign" over the board as I don't think it's fair/balanced. The
> > directors have a number of different accountabilities and
> > oversight,
> > and the membership of the foundation are certainly an important
> > one,
> > but are not the only one. The foundation is a non-profit
> > corporation
> > and its directors are legally bound to ensure that its resources
> > are
> > spent according to the charter/articles, consistently to the
> > mission
> > and in line with the law surrounding non-profit corporations.
> >
> > The IRS checks that this is the case when we turn in our tax return
> > by
> > examining our major expenditures, our non-profit purpose and
> > whether
> > our programs are consistent with our stated goals and a wider
> > standard
> > of "the public good". Legal recourse is available to the IRS and to
> > the
> > public if the directors are not meeting these standards.
> >
> > Closer to home, the members decision at the board elections is a
> > proxy
> > to indicate whether they believe the directors are doing a good job
> > at
> > meeting these legal, mission and public good tests, but the members
> > are
> > also quite likely to be project contributors, and donors. So the
> > donors
> > (large and small) and potential contributors are also taking part
> > in
> > making the same determination as to whether the Foundation is
> > "doing
> > good" and having a positive impact, and agree with the strategy and
> > approach. I think that there is no lack of accountability / control
> > here.
> >
> > (Indeed, although I absolutely don't feel it's appropriate for the
> > GNOME Foundation given the community basis of the project, it's
> > entirely possible to create and run non-profits that don't have a
> > membership and elections, and simply have trustees who appoint
> > their
> > successors, and the accountability is therefore only to the law,
> > public
> > good and donors.)
> >
> > Frequent changes to the strategy and leadership of the foundation
> > make
> > it harder to execute longer-term programs, generate sustained
> > impact,
> > retain staff (including the executive director, who could see their
> > manager change annually in the worst case), and attract larger
> > grants.
> >
> > The Foundation needs this stability from the board in order to
> > continue
> > on its current transformation of growing from a "housekeeper" for
> > the
> > project to something that achieves its mission through support and
> > contribution to the project, and increased philanthropic impact.
> >
> > > Cheers,
> > > Tobi
> >
> > Thanks,
> > Rob
> >
> > > _______________________________________________
> > > foundation-list mailing list
> > > foundation-list@gnome.org
> > > https://mail.gnome.org/mailman/listinfo/foundation-list
> > >
> > >
> > _______________________________________________
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> > https://mail.gnome.org/mailman/listinfo/foundation-list
>
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