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 <[email protected]> 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
> > > [email protected]
> > > https://mail.gnome.org/mailman/listinfo/foundation-list
> > > 
> > > 
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> 
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