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 <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 > > > > > > > > _______________________________________________ > > foundation-list mailing list > > foundation-list@gnome.org > > https://mail.gnome.org/mailman/listinfo/foundation-list > > _______________________________________________ > foundation-list mailing list > foundation-list@gnome.org > https://mail.gnome.org/mailman/listinfo/foundation-list _______________________________________________ foundation-list mailing list foundation-list@gnome.org https://mail.gnome.org/mailman/listinfo/foundation-list
