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Board size

Stephen Bain
Silly me, I forgot to replace the subject properly.

On 9/11/07, Stephen Bain <[hidden email]> wrote:

> I don't know whether the Board wants community input on this or not,
> but I suspect there will be community members who would like to give
> their input anyway.
>
> From the "Board meeting planned in october" thread:
>
> On 9/10/07, Florence Devouard <[hidden email]> wrote:
> >
> > During the board meeting, there should be discussions over whether to
> > expand the board to 9, or keep it for now at 7. A couple of names are
> > currently floating around.
> > There may be a change in the terms of the appointed members.
>
> Based on the board expansion resolution of December last year [1], I
> would have expected that the Board would be expanded to 9 in July next
> year, with three more elected seats to be up for election at that
> time.
>
> --
> [1] http://wikimediafoundation.org/wiki/Resolution:Board_expansion
>
> --
> Stephen Bain
> [hidden email]
>
> _______________________________________________
> foundation-l mailing list
> [hidden email]
> http://lists.wikimedia.org/mailman/listinfo/foundation-l
>


--
Stephen Bain
[hidden email]

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Re: Board size

Florence Devouard-3
Stephen Bain wrote:

> Silly me, I forgot to replace the subject properly.
>
> On 9/11/07, Stephen Bain <[hidden email]> wrote:
>> I don't know whether the Board wants community input on this or not,
>> but I suspect there will be community members who would like to give
>> their input anyway.
>>
>> From the "Board meeting planned in october" thread:
>>
>> On 9/10/07, Florence Devouard <[hidden email]> wrote:
>>> During the board meeting, there should be discussions over whether to
>>> expand the board to 9, or keep it for now at 7. A couple of names are
>>> currently floating around.
>>> There may be a change in the terms of the appointed members.
>> Based on the board expansion resolution of December last year [1], I
>> would have expected that the Board would be expanded to 9 in July next
>> year, with three more elected seats to be up for election at that
>> time.
>>
>> --
>> [1] http://wikimediafoundation.org/wiki/Resolution:Board_expansion
>>
>> --
>> Stephen Bain
>> [hidden email]


Nod. However, Erik expressed the desire to expand the board earlier
(december I presume or later ?). If so, it would be by appointment probably.

I am not so supportive of the idea of expanding the board right now.
We are just getting out of a pretty difficult year, and finally seeing
the end of a black tunnel. With the executive now in place, new staff
members planned in the near future, we have many new opportunities ahead
of us.

After much storming, the board is finally enjoying a little bit of
peace, at least a decrease in the feeling of urgency. An opportunity to
finally step back and reflect on the general strategy and do its
oversight job.

I do think that the organization can only benefit from a bit of
stability. Frieda has not yet been fully integrated and oriented. I
would see the arrival of two new members as a significant disturbance,
even if both would be very motivated to get involved in new projects.

Also, there is this requirement to replace Michael. This is a big deal.
We took a lot of care to hire Sue, I believe we should put just as much
care in getting a new treasurer. SO there will be one more newcomer,
with all the implications in terms of orientation and new balance
between members.

I am also hesitant of what is currently the interest of having more
board members join. If it is to get the benefits of more hard workers, I
think it is not the right way to do this. Board members should not be
here to do the job of missing staff.

The only benefits I would see in expanding the board would be
* to add more stability if the board was unstable (and frankly, I do not
think it is the case)
* to add more skills, such as finances or fundraising. If so, the right
way to do it is to first define skills to complete and then find the
candidates.

Skills in finances will be the area of the future treasurer.
Fundraising would be nice, but I am not aware that we have such a
profile around us.


Ant


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Re: Board size

Jon Harald Søby
If Erik was the one proposing an expansion, I would be a bit surprised
if he wanted it to be with appointment instead of with elections
(which is how I read your mail; I may have misinterpeted), unless he
has changed his stance on appointments.

I believe your analysis on the implications of an imminent board
expansion is quite correct. It is not long ago since the board was
expanded last time (compared with how long it had the same size
earlier), and to ensure the stability of the board it will be better
to wait with an expansion until Frieda and the new appointee are fully
integrated.

Whether the expansion should be done by appointment or elections I
have no strong feeling about. I think I would prefer an election
expansion, but them we are running the risk of not getting enough
expertise on board. Perhaps we could choose the middle path, and add
one member by election and one by appointment.

2007/9/12, Florence Devouard <[hidden email]>:

> Stephen Bain wrote:
> > Silly me, I forgot to replace the subject properly.
> >
> > On 9/11/07, Stephen Bain <[hidden email]> wrote:
> >> I don't know whether the Board wants community input on this or not,
> >> but I suspect there will be community members who would like to give
> >> their input anyway.
> >>
> >> From the "Board meeting planned in october" thread:
> >>
> >> On 9/10/07, Florence Devouard <[hidden email]> wrote:
> >>> During the board meeting, there should be discussions over whether to
> >>> expand the board to 9, or keep it for now at 7. A couple of names are
> >>> currently floating around.
> >>> There may be a change in the terms of the appointed members.
> >> Based on the board expansion resolution of December last year [1], I
> >> would have expected that the Board would be expanded to 9 in July next
> >> year, with three more elected seats to be up for election at that
> >> time.
> >>
> >> --
> >> [1] http://wikimediafoundation.org/wiki/Resolution:Board_expansion
> >>
> >> --
> >> Stephen Bain
> >> [hidden email]
>
>
> Nod. However, Erik expressed the desire to expand the board earlier
> (december I presume or later ?). If so, it would be by appointment probably.
>
> I am not so supportive of the idea of expanding the board right now.
> We are just getting out of a pretty difficult year, and finally seeing
> the end of a black tunnel. With the executive now in place, new staff
> members planned in the near future, we have many new opportunities ahead
> of us.
>
> After much storming, the board is finally enjoying a little bit of
> peace, at least a decrease in the feeling of urgency. An opportunity to
> finally step back and reflect on the general strategy and do its
> oversight job.
>
> I do think that the organization can only benefit from a bit of
> stability. Frieda has not yet been fully integrated and oriented. I
> would see the arrival of two new members as a significant disturbance,
> even if both would be very motivated to get involved in new projects.
>
> Also, there is this requirement to replace Michael. This is a big deal.
> We took a lot of care to hire Sue, I believe we should put just as much
> care in getting a new treasurer. SO there will be one more newcomer,
> with all the implications in terms of orientation and new balance
> between members.
>
> I am also hesitant of what is currently the interest of having more
> board members join. If it is to get the benefits of more hard workers, I
> think it is not the right way to do this. Board members should not be
> here to do the job of missing staff.
>
> The only benefits I would see in expanding the board would be
> * to add more stability if the board was unstable (and frankly, I do not
> think it is the case)
> * to add more skills, such as finances or fundraising. If so, the right
> way to do it is to first define skills to complete and then find the
> candidates.
>
> Skills in finances will be the area of the future treasurer.
> Fundraising would be nice, but I am not aware that we have such a
> profile around us.
>
>
> Ant
>
>
> _______________________________________________
> foundation-l mailing list
> [hidden email]
> http://lists.wikimedia.org/mailman/listinfo/foundation-l
>


--
Jon Harald Søby
http://meta.wikimedia.org/wiki/User:Jon_Harald_S%C3%B8by

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Re: Board size

Ray Saintonge
Jon Harald Søby wrote:

> I believe your analysis on the implications of an imminent board
> expansion is quite correct. It is not long ago since the board was
> expanded last time (compared with how long it had the same size
> earlier), and to ensure the stability of the board it will be better
> to wait with an expansion until Frieda and the new appointee are fully
> integrated.
>
> Whether the expansion should be done by appointment or elections I
> have no strong feeling about. I think I would prefer an election
> expansion, but them we are running the risk of not getting enough
> expertise on board. Perhaps we could choose the middle path, and add
> one member by election and one by appointment.
>  
I think that the Board is well on its way to having its required
stability, and its really beginning to look more like a Board.  This is
far different from the early days when its three members gave the
appearance of being a one man show since only one of them was really
well known.  Now that several directors regularly communicate with the
community it is doing a much better job of keeping things together.

We are seeing an effort toward a balanced approach, and it's easy to see
how a premature expansion would affect that balance.  The plan to have 6
elected members with overlapping terms seems to be working, and a
further appointed 3 gives the opportunity to bring on people with needed
skills when those don't make it through the electoral process.  If there
is an expansion before next summer's election the additional people
should understand that they will need to face election at that later time.

Having someone with financial skill and understanding is important, but
it should not be necessary for that person to be the one preparing
regular financial statements.  The relationship between the treasurer
and the Chief Financial Officer should have a parallel to the
relationship between the president and the Chief Executive Officer.  The
same conflict problems can arise when the treasurer muddles his duties
as a Board member, and those which he has as a staff member.  By the
same token the treasurer need not be the one who does the fundraising.

Ec

> 2007/9/12, Florence Devouard <[hidden email]>:
>  
>> Stephen Bain wrote:
>>    
>>> Silly me, I forgot to replace the subject properly.
>>>
>>> On 9/11/07, Stephen Bain <[hidden email]> wrote:
>>>      
>>>> I don't know whether the Board wants community input on this or not,
>>>> but I suspect there will be community members who would like to give
>>>> their input anyway.
>>>>
>>>> From the "Board meeting planned in october" thread:
>>>>
>>>> On 9/10/07, Florence Devouard <[hidden email]> wrote:
>>>>        
>>>>> During the board meeting, there should be discussions over whether to
>>>>> expand the board to 9, or keep it for now at 7. A couple of names are
>>>>> currently floating around.
>>>>> There may be a change in the terms of the appointed members.
>>>>>          
>>>> Based on the board expansion resolution of December last year [1], I
>>>> would have expected that the Board would be expanded to 9 in July next
>>>> year, with three more elected seats to be up for election at that
>>>> time.
>>>> --
>>>> [1] http://wikimediafoundation.org/wiki/Resolution:Board_expansion
>>>>        
>> Nod. However, Erik expressed the desire to expand the board earlier
>> (december I presume or later ?). If so, it would be by appointment probably.
>>
>> I am not so supportive of the idea of expanding the board right now.
>> We are just getting out of a pretty difficult year, and finally seeing
>> the end of a black tunnel. With the executive now in place, new staff
>> members planned in the near future, we have many new opportunities ahead
>> of us.
>>
>> After much storming, the board is finally enjoying a little bit of
>> peace, at least a decrease in the feeling of urgency. An opportunity to
>> finally step back and reflect on the general strategy and do its
>> oversight job.
>>
>> I do think that the organization can only benefit from a bit of
>> stability. Frieda has not yet been fully integrated and oriented. I
>> would see the arrival of two new members as a significant disturbance,
>> even if both would be very motivated to get involved in new projects.
>>
>> Also, there is this requirement to replace Michael. This is a big deal.
>> We took a lot of care to hire Sue, I believe we should put just as much
>> care in getting a new treasurer. SO there will be one more newcomer,
>> with all the implications in terms of orientation and new balance
>> between members.
>>
>> I am also hesitant of what is currently the interest of having more
>> board members join. If it is to get the benefits of more hard workers, I
>> think it is not the right way to do this. Board members should not be
>> here to do the job of missing staff.
>>
>> The only benefits I would see in expanding the board would be
>> * to add more stability if the board was unstable (and frankly, I do not
>> think it is the case)
>> * to add more skills, such as finances or fundraising. If so, the right
>> way to do it is to first define skills to complete and then find the
>> candidates.
>>
>> Skills in finances will be the area of the future treasurer.
>> Fundraising would be nice, but I am not aware that we have such a
>> profile around us.
>>    


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Re: Board size

Florence Devouard-3
Ray Saintonge wrote:

> Having someone with financial skill and understanding is important, but
> it should not be necessary for that person to be the one preparing
> regular financial statements.  The relationship between the treasurer
> and the Chief Financial Officer should have a parallel to the
> relationship between the president and the Chief Executive Officer.  The
> same conflict problems can arise when the treasurer muddles his duties
> as a Board member, and those which he has as a staff member.  By the
> same token the treasurer need not be the one who does the fundraising.
>
> Ec

Oh absolutely. And we'll make clear in the "job description" that the
treasurer will not take care of the books himself, but rather have an
oversight role. Books are currently handled by Oleta. And Mona acts as a
financial officer (she is officially financial consultant right now). We
don't want a bookkeeper - but someone with a strong financial foundation
who can think strategically, and provide advice and recommendations to
the rest of the Board and Chief Executive.

Ant


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Re: Board size

Erik Moeller-4
In reply to this post by Florence Devouard-3
On 9/12/07, Florence Devouard <[hidden email]> wrote:
> Nod. However, Erik expressed the desire to expand the board earlier
> (december I presume or later ?). If so, it would be by appointment probably.

I actually do share your concerns regarding an early expansion,
especially since Michael is likely to be replaced soon.

Another concern is the difficulty of consensus-building and even basic
procedures (getting enough people to vote) in an expanded Board. I'll
note that the Board resolved in January 2006 to create an "Executive
Committee", a mechanism which is used by some non-profits to delegate
Board responsibility to a subset of the Board between meetings.

This might be a feasible structure for us also, as we are fairly
active (and likely to remain so, if in different areas) between
meetings, but currently can only take decisions as a group. In the
past, Brad had advised us to postpone serious discussion of such an
entity until the Board is expanded again. So it's in this context in
which I'll bring up the notion again.

Now, with regard to appointed or elected members:

My position has been consistently (since the Bylaws revision) that
having the majority of Board members elected from the community is
desirable. Having the _entire_ Board elected from the community would
probably leave us with insufficient flexibility to appoint people with
specific needed skills.

I might, in some situations, favor using the appointment mechanism to
bring in a member of the community we have a strong trust relationship
with, but who is not prominent enough to be elected; in such
situations, the seat could be converted to an elected one later.

I would also favor "converting" Jimmy's seat to an elected one; he has
expressed in the past that he would be fine with such a conversion.
Jimmy is not just a member of the community, he is its very founder,
so it seems a bit odd to rely on the mechanism of appointment for
keeping him on the Board. I do not think he would have any trouble
with getting re-elected. :-)

This would give us some more flexibility under the "majority elected"
principle, as we currently only have 2 members (Michael and Jan-Bart)
on a 7 member Board who are from outside the community. If the
conversion of Jimmy's seat coincided with a Board expansion, we could
add 2 appointed members, while not actually adding any community
members. That's a possible scenario I might support.
--
Toward Peace, Love & Progress:
Erik

DISCLAIMER: This message does not represent an official position of
the Wikimedia Foundation or its Board of Trustees.

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Re: Board size

KIZU Naoko
On 9/16/07, Erik Moeller <[hidden email]> wrote:
> On 9/12/07, Florence Devouard <[hidden email]> wrote:
> > Nod. However, Erik expressed the desire to expand the board earlier
> > (december I presume or later ?). If so, it would be by appointment probably.
>
> I actually do share your concerns regarding an early expansion,
> especially since Michael is likely to be replaced soon.

> I would also favor "converting" Jimmy's seat to an elected one; he has
> expressed in the past that he would be fine with such a conversion.
> Jimmy is not just a member of the community, he is its very founder,
> so it seems a bit odd to rely on the mechanism of appointment for
> keeping him on the Board. I do not think he would have any trouble
> with getting re-elected. :-)

Regardless the timing of expansion (either this year or next) and who
will be apppointed member (including if Jimmy will run for the
Election or not), I would add there is one another issue we might take
into consideration: the voting system. In the latest election, and
after that, it was in an argument whether approval voting was the best
system to choose the representatives of the Wikimedia community in our
current circumstances. The discussion seems to have left without
conclusion. It was clear that one month before the Election would be
too late to pick it up,  so I expect the community consider the way of
vote counting regardless who they'll vote.

Cheers,

--
KIZU Naoko
  Wikiquote: http://wikiquote.org
  * habent enim emolumentum in labore suo *

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