Board of Directors

It would be helpful to have a discussion of the Board of Directors, and how they fit in with FreeGeek's current governing model.

Because a majority of decisions are made by Council via a consensus model, the idea that a Board of Directors should come in and make overriding decisions is not going to be well-received, and contrary to the spirit of volunteer involvement.

However, FreeGeek's 501(c)(3) status requires that we have a board of directors. And that carries with it certain implications, not the least that the BOD is responsible for seeing that decisions are responsible and in the best interest of the corporation. Which also implies that the BOD would have the right/responsibility to last word on any decisions made by Council.

Hence the issue. Council is a decision making body. So is the Board of Directors. We need to have a discussion regarding the roles played by each.

(Note: Mnr incorporated a discussion that happened during council on March 16th)

= What does FreeGeek want from a Board of Directors? =

Legal issues
In the Free_Geek_Bylaws it states two things: 1) "The Board shall manage the business and affairs of the Corporation and shall exercise all the powers of the Corporation as provided by the law and the Articles of Incorporation, but subject to any restrictions imposed by the Act, the Articles of Incorporation, or these Bylaws."

- and -

2) "The Board may by resolution delegate to committees, including an Executive Committee of their own number, or to Officers of the Corporation, such powers and functions as they may designate from time to time."

So according to the bylaws that were adopted at the time of incorporation into a 501c3, the board is responsible for managing the business. In practice, the board has essentially, although not explicitly, delegated that task to the council.

We still have a functioning board that is sufficient for legal issues. However, without an active voice in decision-making, the remaining board members will likely resign due to potential liability issues.

thus spake Mnr

How about External Fundraiser resources?
Revphil - "I dont think anyone has a problem with the board raising funds, but what im concerned about is board costing FREE GEEK time. With only 2 active board members (right?) to have a board means we have to rebuild the board. Last time we tried to bring in new "connected" board members we got fed up with the process and decided it was easier to spend our efforts fundraising ourselves. Maybe this is because we live in a town with lots of powerful nonprofits. Im not damming the process, but last time was really frustrating, and I would hate to see recources wasted."

Mnr - tell more about your frustration...

Revphil specifically we (Oso, myself and others) tried to get some big players to join our board for their schmoozing potential. We organized a few high-class social functions with wine and cheese and invited lots of connected Portlanders (I was asked to keep myslef DL, for the good of the geek). I dont think we got much in the way of money (maybe enough to cover some costs, but not time) and we didn't get any new board members

How about providing another perspective on decisions? External Industry experience and connections? (Intel, Adobe, OSDL?)
Revphil - "I see the council as a fairly effective body making great decisions. I suppose it is possible that a board member who ideas were radically different from that of the council could cause some stagnation, but a council member behaving that way could be nearly as problematic. Then again, they have made some really good decisions in the past. Allowing us to grow when we could, and contain us when we weren't ready. Perhaps instead of having the Council make suggestions to the BOD, it could go the other way around?"

Mnr - Council is a pretty effective method of making decisions that encompasses volunteers. But it is also a pretty homogeneous group inasmuch as their exposure to industry. How strong are FreeGeek connections to the high-tech community in Portland and beyond? For example, do we have a way of gaining a perspective on how best to work with Intel and leverage their resources?

Pete- I think Marks' point is an important one, but I don't quite get why "grass roots" (or choose your word) maps to Council, while "corporate-connected" maps to Board. Personally I would love if FG could evolve to a point where Council is more attractive to a broader variety of people. If Council is to be the main decision making body, it would be good to have all perspectives represented at Council meetings. Is this impractical? Mark, what are the factors involved in your assumption or idea that the Board would generally be better connected? (Does it have to do with the prestige of a Board position appealing more to corporate types?)

Mnr' - "grassroots" is probably not the word I would have chosen. Instead, consider the following hypothesis...

Council - Operating decisions made by FreeGeek Volunteers and Staff. Internal focus by folks intimate with internal operations.

Board - Strategic recommendations made by external (qualified) people with connections outside of the norm for FreeGeek insiders.

There are a lot of highly qualified folks present in the volunteer and staff communities at FreeGeek. But I don't see the president of Intel volunteering on a regular basis, nor do I see the CFO of Epson being available, interested or qualified to engage in Council decisions. Council works because it is staffed by people who have an intimate involvement in FreeGeek. I am suggesting that the board would be a way to engage with folks that are not available for that level of involvement - but who would be interested in FreeGeek's mission and interested in providing some sort of support - either through experience or connections. (edited to accomodate Pete's suggestions Mnr)

Pete - And, just coming to the Council meetings once a month is all that's really needed to bring a fresh perspective.

Mnr - I agree (with bringing fresh perspective to council). Which brings us back around to the issue of the relevancy of a board of directors separate from Council. What is the role of the Board of Directors? Is there something we can do to leverage the board of directors in our favor, or do we just appoint three people from staff and call it good?

Pete - Personally, I would like to see Free Geek develop in a direction that encourages communication and brainstorming between people concerned with day-to-day operations and people concerned with fundraising, long-term growth, corporate/government connections, etc. I think this would be very beneficial to the organization, and as a side-benefit, could be useful to both volunteers and board members, by broadening their perspectives. I think that end could be accomplished by:

(a) making the Board structure conducive to incorporating some volunteers

(b) making the Council meetings more inviting to corporate types

(c) greater transparency and communication of the proceedings of both bodies (e.g., via wiki pages)

(d) a combination of all of the above.

At this moment, I wouldn't endorse any one of those options over the others...but it would be good to see thoughts on the practical hurdles, and pro's and con's, of each. (For instance...could the "job description" of Board Membership include sitting in on a Council meeting once every 6 months?)

Mnr - I agree that requiring board representation at every council meeting would be a good idea. Conversely, I would require representation of a council member at every board meeting.

How about Fiscal review?
My observations of the board meeting is that the most valuable function that the board plays is a monthly review of finances. The review prompts someone (Oso) to clean up the financial statement at least once a month, and discuss. That alone is a valuable exercise.

In addition, board members contributed perspectives from other situations or experiences. This helped identify trouble spots or situations looming in the future.

The board could have done better - The finances at Collab Tech come to mind. The sudden turn southward happened during a lapse in regular board meetings - and probably would have been caught had those reviews taken place.

I think it would be good to have an experienced group of business owners take a hard look at the numbers. -

How should members be added to the board?
Let's make board more democratic, more answerable to the community. In other orgs, democratic process of membership selects the board. (KBOO, food coops...) FG lacks that structure (regarding the board.)

"The board is currently elected by members of the board. In the past, board members have been invited by Oso. - Mnr"

Council should put forward a staff and a volunteer as candidates.

"To clarify, we discussed having at least one staff and one volunteer on the board - the rest of the members could be otherwise (according to at least  one section of the bylaws, we must have 3 members on the board).  I think that we should consider requiring a non-staff/volunteer to fill that third position in order to guarantee an outside perspective." - Shawn

Current board members should stand up if they want to be "re-elected."

New members should be run through both Council and Board for approval.

Wes: can we set up checks and balances?

Pete: Richard, can you clarify the following from what you just said: --Halfasspete 12:14, 18 Mar 2005 (PST)

1. if we elect them, does that mean we can un-elect/impeach them?
"Richard: well probably not, but there would be regular election cycles, so incumbents might get replaced.)"

"The bylaws, Section 10 state that the board can elect to remove members from the board, but it does not grant that right to employees (or volunteers) - Mnr"

2. Is it possible such structural changes might threaten our 503(c)(3) status?
"Richard: Don't think so, as long as we don't change mission statement or bylaws."

"We would need to change the bylaws, but this can easily be done. - Mnr"

Richard: we don't want to exclude people who want to serve.