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



I've served on a few boards over the years. All of them have had either
two or three year staggered terms, except GNOME. And while I consider
this a good practice, I never thought it was worth the effort to change
the GNOME Foundation, for a couple reasons. First, we usually happened
to elect a chunk of the previous board each year. And second, Rosanna
helps provide a lot of long-term continuity in how things are done.

But Rob's and Carlos's comments below are compelling. We didn't have so
many employees and so much donor money when I was on the board. If
switching to staggered two year terms helps us better work with long
term relationships, then let's do it. It's an extremely common practice
in non-profit boards.


Some bylaws history on term length: Section 8.3.1 allows term length to
be anywhere from one to two years. It used to be just one year. We
changed it in 2007 to allow us to do a one-time shift in terms to that
new boards would always start around GUADEC, when they have a face to
face. Previously they started with the calendar year, I think.

I don't think it would be good to use that provision to switch to full
two year terms, as it doesn't fit with the original intent. And I don't
know that staggered terms are something you can just introduce without
bylaws provisions. I think this should be a bylaws change.

--
Shaun

On Wed, 2019-05-22 at 14:18 +0200, Carlos Soriano wrote:
Hi Tobi,

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.

As Rob mentioned, over the last year the board of directors has
changed to a more strategic oversight role, and the things we do are
quite more complex compared to what we were doing a year ago. While
this is exciting for every member and it's good for the foundation,
it adds the necessity to start doing long term planning and work in a
quite more complex environment.

While my duty if I want to continue this work is to apply again and
convince the membership to vote for me, this have a non-negligible
overhead. In my case, the uncertainty is making me focusing more on
preparing for a possible full hand off in less than a month than on
keep working on it. This is not healthy, and this doesn't work well.
At the end of the day is a matter of balance, and between the minimum
term of 1 year and the other extreme of no elections, we can find a
middle ground that works better with the new responsibilities and
kind of work the board needs to do nowadays.

It worth to mention that it's easier for any any person to commit to
just one year, so this is definitely not a selfish decision that we
are discussing (and I'm aware you didn't imply that), we are
volunteers after all. But this is not what we have found good for the
foundation and the directors going forward, so we believe a longer
commitment will most probably be what's needed.

Hope that helps clarify the situation, it's definitely different than
what we were one year ago, and it's normal that these questions
arise. So don't hesitate to let us know if you or anyone else has any
more questions, just keep in mind we are figuring things out as we
move forward.

Cheers

On Wed, 22 May 2019 at 12:43, Robert McQueen <ramcq 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

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