Re: Minutes of the board meeting of April 29, 2019

[Robert McQueen <ramcq gnome org>]

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

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