"Core volunteers" will be defined as persons who have volunteered for at least 30 hours within the last year. Council, 4/2011
- Requires board discussion
Structure, function and number
The board will consist of members elected by core volunteers and other people appointed by the board to represent interests and skills we consider desirable. There will also be one liaison each from collective and noncollective staff, to be chosen by those bodies respectively. board 4/2011
The board uses Formal Consensus to make decisions. resolved by first board, confirmed by board 12/2011 (minutes forthcoming)
Number of Directors
The Board will strive for a minimum of eight Directors at all times. Approved online 11/3/2011, proposal here.
Seats other than the Volunteer Representatives are filled by appointment by the board itself. From the 2011 governance proposal.
Candidates for board-appointed seats must apply to fill a specific seat, and make their candidacy known on the Board-discuss list at least 30 days before the meeting at which the board considers their appointment. Board, 12/2012, based on governance proposal and openness practices
- Pull from New Director Agreement
- How do we want to phrase these? “As described on wiki”, with date?
Officers are selected by the Board of Directors at their annual meeting. From the Bylaws.
The chair of the board will enable continuity and efficiency in the board's operation. These tasks may be delegated, but it is the chair's responsibility to make sure that they are completed. This role is in the bylaws; the chair should be familiar with the description therein and other legal responsibilities described in the Oregon Nonprofit Corporation Act.
- Ensure board meeting facilitation. The chair does not have to facilitate the meetings, but must make sure that meetings are facilitated appropriately. This may involve facilitation, cofacilitation, training other board members in facilitation, recruiting volunteer facilitators, or even bringing in outside skilled facilitators for potentially difficult discussions.
- Ensure preparedness for meetings. Make sure that materials for meetings are available ahead of time, there are people prepared to present for each item.
- Agenda calendar planning. The chair will make sure that the board's meetings are planned ahead of time, creating and maintaining a calendar (approved by the board) that includes all necessary reports and policy reviews.
- Make sure that important issues are not dropped. This may entail keeping a record of items deferred to later meetings or scheduled checkins.
- Ensure board follows its own rules.
- Occasionally represent the organization to the outside.
- Oversee and manage board training. Help board members find necessary information, arrange for training, etc.
The board secretary is an important role for ensuring the organization's transparency and accessibility, as well as the effectiveness of the board. This role is in the bylaws; the secretary should be familiar with the description therein and other legal responsibilities described in the Oregon Nonprofit Corporation Act.
- Ensure accessibility of archives. The board's archives need to include all minutes and ancillary materials necessary to make the board's decisions understandable. They need to be complete and readable, and easily available to all board members.
- Policy maintenance. Policy decisions of the board need to be organized in such a way that they are easily referenced by anyone in the organization, and so that they can be evaluated and updated as needed.
- Make sure board agenda & meeting materials are produced in a timely way. The agenda and supporting materials (proposals, reports, etc.) need to be prepared and distributed in advance of meetings.
- Ensure the production of minutes for the board and committees of the board. The secretary does not need to take all minutes, but must make sure that minutes are taken (both for the board as a whole and for committees of the board), up to standards, and archived appropriately.
- Create and deliver notices as required by bylaws. This includes notice of a special meeting and notice of potential bylaw amendments.
- Moderate board-related email lists, including the directors list and the board-announce list, or delegate the task.
- Maintain and distribute a board directory, including contact information for the staff liaisons.
- Maintain board handbook.
- Authenticate the records of Free Geek as duly authorized or required.
The treasurer helps the rest of the board fulfill their obligation to the organization's fiscal responsibility, and is the most directly engaged in the organization's finances. The individual in this position must have some financial expertise. This role is in the bylaws; the treasurer should be familiar with the description therein and other legal responsibilities described in the Oregon Nonprofit Corporation Act.
- Evaluate financial processes and standards of the organization.
- Ensure development and board review of financial policies and procedures.
- Review all important financial documents. This may include annual budgets, charts of accounts, cash flow projections, statements of functional expenses, statements of activities, and statements of financial position. The treasurer will ensure that reports on the financial state of the organization are understandable to the rest of the board.
Volunteer representatives are elected by and from among Free Geek's core volunteers, using the voting system the elections committee deems fairest and most accurate. Candidacy for volunteer representative should be announced to Free Geek's internal community at least 30 days before the Town Hall Meeting. Board, Dec 2012
The volunteer representative will provide the Board with valuable insight into the needs and opinions of the volunteers who provide the organization with much of its workforce. This will be an elected position that will be held by a core volunteer.
Qualifications and responsibilities of a Volunteer Representative on the Board of Directors:
- Represents core volunteers. Has the ability to distinguish one's own needs and desires from those of the volunteers he or she is representing.
- Core Volunteer. Has invested at least 30 hours of volunteer work in the organization within the last year.
- Will seek input from volunteers. Is willing and able to seek out the ideas and opinions of a wide variety of core volunteers.
- Maintain communication with core volunteers. The volunteer representative must communicate information between the Board and volunteers. It is the responsibility of this representative to relay the needs and expectations of core volunteers to the Board. See page for adoption history
The Director for Development will help Free Geek to expand its donor base through relationship-building. As a growing organization that has been remarkably self-supporting, Free Geek needs to learn to better leverage its community support to continue improving its programs and services.
The person who fills this position should have:
- Experience with non-profit development and development plans.
- Excellent communication skills to best work within the organization and spread the word outside.
The Director for Development will:
- Lead the board's efforts to create a development plan by assessing current processes and resources and advising board and staff on possible routes. We hope to encourage more monetary donations through small and large giving programs.
- Create and maintain relationships with business community for both hardware and monetary donations. See page for adoption history
This seat exists to help Free Geek navigate the legal and cultural waters of human resources. As it becomes a more complex organization, Free Geek needs someone who has experience with legal law and labor relations to help it make smart decisions about how it is managed.
Any candidate for this position should:
- Have a working knowledge of employment laws and best practices. While we strive to have this knowledge represented within the staff collective, it has not been the primary job description or hiring criterion for any staff position. We could use the advice of someone with experience.
- Have experience working with unions. As of 2011, Free Geek's non-collective staff are represented by a union, which creates another layer of considerations for our policies. We wholeheartedly support our union, but are sometimes surprised by unintended ramifications.
- Should have experience with consensus decision making or interest in learning about collectives and consensus. The board and the collective (and smaller, more informal groups) make decisions by consensus. The fact that Free Geek is managed by a collective (not an executive director and management team) means that many outside policies can not be directly applied.
The elected director would be expected to:
- Review and advise staff and board on new and existing processes for managing, hiring, and human resources issues. See page for adoption history
This seat description is under development at Director for the Environment.
This seat description is under development at Director for Education.
This seat description is under development at Director for F/OSS.
The Director for Process seat exists because not everyone is familiar with democratic decisionmaking. Inspired largely by philosophies of the Free and Open Source Software movement, Free Geek relies on open and transparent collaboration to keep itself honest in its business practices, and making the fullest use of broad contributions from across the organizational culture to advance the common good.
- Demonstrate relevant experience in democratic decision making. Ideally, the director will be able to enrich and broaden our capacity with experiences from outside Free Geek's culture. Will help establish and encourage appropriate levels of procedural formality in board operations as Free Geek continues to grow, in order to assist the board in making the fullest use of broad contributions from across the organization and its community.
- Teach and oversee trainings of facilitation and groupwork skills, especially for the board and its liaisons, but also provide procedural guidance for others developing and maintaining Free Geek's governance at all levels. With important policy and strategy decisions on the line, competence is important, but we cannot assume that all board members have experience in democratic decision-making. This position will take responsibility for keeping forward momentum in internal education, professional development and skill building.
- Pay attention to the intra-organizational connections that connect groups within the whole. The best in-group process will be worth nothing, if not informed by and communicated with the rest of the organization. The director will evaluate the channels of communication and draw helpful attention to ones that are insufficient or dysfunctional.
- Assist with planning and carrying out the Town hall meeting. This organizational forum is a key piece of our governance and requires skill and dedication in carrying it out.
Scope of board activity
Needs some mention of creating and maintaining strategic plan
The division of authority between the board and the staff is envisioned as a division between strategic and operational realms, with the board being in charge of strategic decision making and the staff in charge of operational decisions. 2011 governance proposal, adopted by board April 2011
The board will develop clear guidelines and procedures for their operations, and policies regarding board discipline. 2011 governance proposal, adopted by board April 2011
Relating to staff decisions
Restate as policy:
- “Board should be involved in *policy & procedure* issues related to HR/discipline; but board does NOT want to be involved in individual personnel decisions (for example, as last point of appeals).” [Board minutes, special meeting, 25 July 2011]
Exception for arbitration
Restate as policy:
- “The union contract requires a final arbitrator for discipline issues. The board has made it clear in the past that they are not to be that arbitrator. However, for both the collective and non-collective staff, the board can appoint someone to be an arbitrator as the last stage in the discipline process. The board agrees to this.” [[Draft] Board Meeting Minutes, 14 Sept 2011]
Committees of the board
- need to seek out the relevant decisions regarding what the committees are and requiring directors to participate in at least one. --Ideath 06:06, 27 November 2011 (UTC)
Conflicts of Interest
The Board, and each Director, are committed to observing the Conflicts of Interest rules set out in Bylaws Article III Section 12, and the Conflicts of Interest policy adopted in 2008, which is found here. Approved on directors list 11/2011, proposal here; need to pull relevant bits of form out into policy language and clarify who this applies to
Timing and period of board meetings
We will meet monthly. [Board minutes, 13 April 2011]
Board meetings will be on Second Weds. of each month, at 6:15PM. [DRAFT Board Meeting Minutes, 8 June 2011]
Agenda planning and role of facilitator
The facilitator selected for the next board meeting is responsible for preparing an agenda for that meeting and posting it to Board-discuss at least 7 days before the meeting. Excepting actual emergency, agenda items may not be added after that point. approved at 12/2011 board meeting; some discussion of adding explicit mention of facilitator's discretion to late agenda adds.
Notice of meetings
The board will give advance notice of all board meetings to the Board’s public e-mail list. The staff Board liaisons and Volunteer Representative Directors will be responsible for making sure that staff and volunteers are aware of the meeting and agenda, and will act as a channel for concerns. [Approved online 11/3/2011, proposal here http://lists.freegeek.org/pipermail/council/2011-October/003322.html]
Meeting ground rules
Board meetings are open to the public, and especially volunteers. The facilitator is responsible for making sure that the presence of these guests is used constructively and does not interfere with the work of the board, and may ask them to limit their participation. board, 12/2011 meeting
Question from 12 Oct 2011: does the following apply only during union neg'ns? Or is this ongoing policy?
- “Legal considerations for the following discussions: Non-collective staff will have to leave the room if we start to talk about how staff will be managed. However, we can talk about how management is structured. Also, if we talk about committees, we need to be aware that committees cannot be comprised of both management and non-management, unless they are merely advisory.” [Board minutes, 13 April 2011]
Board member communication
Members who will be out of email range for more than a few days should alert the board list in advance. board, 7/2006
For purposes of transparency, the board will maintain three email communication channels:
- A discussion list ("Board-discuss"), open to Free Geek community and with open archives, for most of the board's email traffic.
- An executive list ("Directors"), open to only current board members, for sensitive board business that requires an executive session.
- An announcement list (Board-announce"), to be maintained by the secretary or the secretary's delegate(s), for posting agendas, minutes, proposals, and event announcements.
Board members will subscribe to both the discussion and executive lists. Board decision 9/2011, restatement approved 12/2011
Draft board meeting minutes will be sent to the board-announce and board-discuss lists within 7 days of a meeting. Corrections should be posted promptly.
Minutes will be approved at the next meeting, and the final draft posted to the minutes list. board, 6/2012
Policy needed around minutes for executive sessions.
Should be restated as policy.
- “Issues come up often enough that quarterly board meetings need to be supplemented by other communication/decision process. Seamus requested board adopt a clear process to make communication/decisions by email effective and efficient. FG Board members are expected to do email. Process should make clear participation by all is desired, and that silence may be misinterpreted so all members should make concerted effort to participate. Members who will be out of email range for more than a few days should alert the board list in advance. It is useful for the person doing the proposing to summarize and consolidate discussion points as the discussion moves forward.
- The board has a limited set of members and its decisions may be legally or financially critical for the organization.” Board 7/2006
Town Hall Meetings
At least once annually, the board will arrange for a Town Hall Meeting, a "large, structured, facilitated event for volunteers, staff, and board to fulfill the following functions:
- elect core volunteer board seats
- increase FG volunteer community's familiarity with board members and function, other volunteers, staff
- involved in the vision generation piece of strategic planning.
Both candidates to represent core volunteers and those eligible to participate in selecting them will be core volunteers. 2011 governance proposal, approved by board 4/2011
The board will be responsible for seeing that this event is appropriately planned and that community input generated at these meetings is integrated into the organization's plans for the future. 2011 governance proposal, approved by board 4/2011
Staff structure and authority
Policy wording needed: Board grants to collective powers of hiring, firing, and discipline. (since long time!)
Temporary authority granted to “Department point people”
Needs clarification and statement as policy. Also, temporariness needs clarity of end date or condition.
- “The board requires that department point people exercise "line manager" duties. (Discussion of "line manager" vs. supervisor. Generally, line manager a person who makes all decisions about the department.) The collective is directed to develop and recommend to the board the details of implementation, including the exact scope of the line managers' authority and to whom they will be accountable. The board will decide what to do with the collective's recommendation. It is important to note that the board has the ultimate authority to direct management. [Board minutes, 13 April 2011]
The board's priorities are better pay for current staff and the ongoing viability of the organization. We do not find it appropriate to provide financial rewards to outgoing staff. [DRAFT Board Meeting Minutes, 8 June 2011]
The collective must select one of their number to act as the collective-board liaison, in order to provide a line of communication between the two bodies. The liaison should have paid time provided in their schedule to fulfill this role.
Responsibilities of the liaison:
- Attend board meetings or send an informed, prepared substitute
- Help board members to communicate with the collective, and vice versa, and help board members figure out who on staff to talk to for research and assistance. Track board requests for information and make sure that they are not lost. Help board understand staff limitations and capacity.
- Prepare a report for each board meeting, detailing
- Major HR issues e.g. hiring/firing/discipline
- Current reports from staff departments
- Collective ideas and concerns concerning the collective and its members
- Collective ideas and concerns dealing with the organization as a whole
- Financial info, including quarterly budget (this does not mean that the liaison has to prepare the budget, but they should be informed about it and make sure that it is delivered)
- Other info as requested by board
- Pass on requests for board designees as a result of discipline or grievance procedures, liaise with the appointed designee and communicate their decisions.
Needs to be written