2011 governance proposal

The Current Model in Brief

Free Geek currently has two bodies charged with governance: the board of directors and the community council. The role of the community council is threefold: to select board members, to set vision for the organization, and to provide a venue for volunteer engagement in governance. The role of the board has been to ensure legal and financial accountability for the organization. The staff (largely the collective) has taken on some of the strategic planning elements for the organization due to failures in the volunteer leadership (board and council) as formulated above.

Problems with the Current Model

Having two bodies that overlap in doing what a traditional board does has made things confusing. The board was disempowered by the responsibility placed on council; the council usually did not empower participants to take leadership. The board has been too small to be functional; the council has had a lack of focus. Combining the two in a larger body may create synergies at the same time that it makes it easier for outsiders (including board candidates and the government) to understand how the organization works.

Proposed New Model

The board

We have decided to propose a model consisting of a single expanded board of directors. 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. Apart from this, the status quo will remain in effect (for example, the board is assumed to still be run by Formal Consensus) until and unless the board decides to change these policies.

Recruitment will be the purview of the board's nomination committee, which may consist of whoever the board selects. (This is the status quo, but more energy will need to go into it in the future). Also as currently, the board meetings are open to the community except for discussions of certain issues that need to be closed due to legal and confidentiality reasons. When this occurs, there will be a clearly stated reason for closing that segment of the meeting and/or redacting minutes. It is the board's responsibility to make minutes available widely, and to balance the integrity of sensitive information with transparency.

The board will develop clear guidelines and procedures for their operations, and policies regarding board discipline.

The board will meet monthly.

The town hall meeting

An additional element of the proposal is a regular (at least annual) 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.

Dedication to outreach for this event will be crucial in fulfilling the "low bar to participation" and "democratic" criteria, as well as principle 5. Both candidates to represent core volunteers and those eligible to participate in selecting them will be core volunteers, as determined by a formula based on volunteer hours (example needed). 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.

Selection

Two or more volunteer representatives would be selected from among core volunteers at the town hall meeting. At all times, the board is directed to strive for balance among the categories (volunteers, clients, skills, interests), with at least 25% elected volunteers. The remaining seats would be selected by the board as a whole. As noted above, most of the status quo will remain, for example the staggered 2-year terms specified in the board.

Job descriptions will be developed to assist in filling board member positions -- a general description for all members, and specific descriptions for individual seats. Assistance from people who currently fill specific roles will help with writing description for those roles. Most of the job description will be defined by the board (perhaps delegated to their recruitment committee).

The staff collective and the non-collective staff groups would select their own liaisons to the board.

Division of authority

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 decisionmaking and the staff in charge of operational decisions.

Examples needed

Responsibilities and communications

The job descriptions mentioned above will clarify many of the responsibilities of board members. Some materials for these descriptions may be pulled from the existing Bylaws, New Director Agreement, and Conflict of Interest Policy.

In addition, it is the responsibility of the board to define goals for the organization that meet SMART criteria (Specific, Measurable, Attainable, Relevant, and Time-Bound). This will make feedback/reporting both easier and more useful.

It is the board's responsibility to maintain an agenda that addresses organizational issues and goals, and to make that agenda widely available in a timely manner. Directors will have the right to request information from staff and expect a timely response. Staff have the responsibility to respond reasonably and in a timely manner to such requests.

Rights of volunteers w/r/t their representatives? Or is that part of the representatives' job descriptions?

Right/responsibility of board members to ongoing training in relevant skills and areas of knowledge.

Criteria for a New Model

As accepted by the council in February, the criteria we used to guide our decision are listed on the wiki.

According to studies, efficient models of governance need to have an elective component, be representative, allow for efficiency through skillsets, and allow for diversity. We want to expand representation beyond the narrow focus of internal interests to include surrounding and mission-related elements.

In terms of our criteria:

• clear division of labor (in terms of decisionmaking): See above.
• clear authority: Hewing closer to a standard model will help make the authority of the body clearer. Also, in terms of moral authority, the balance between internal and external interests and the explicit representation of the interests etc. in our list are pluses.
• clear rights and responsibilities for participants: See above; job descriptions for board seats will make this clearer.
• ensuring adequate resources: Not guaranteed, but unlikely to be ignored.
• cultivate public standing: The external representation will help with this by making us more open to and engaged with the community we serve.
• more efficient operation: Not guaranteed, but more likely with more skills and clearer definition.
• more democratic: Depends on one's definition of democratic. Fewer of the board members will be selected by the volunteer body, but the number of volunteers etc. at the town hall should be larger, and more people will be explicitly representing the volunteers.
• more representative: It is clearer in this model how the representation works.
• competent decision makers: This is why we have the skills list (though this is no substitute for ongoing board education).
• preserve a low bar to participation: this will be determined by implementation, specifically the energy put into outreach for town hall and board meetings.
• allow for/encourage leadership & initiative: We hope that this structure will provide more opportunity for leadership.
• loyalty and dedication: Not determined by this model, but hopefully a goal.
• diversity: This is certainly not guaranteed in this model, but can be striven for. May be easier to attain with a nomination committee and appointments.
• provide for oversight: Direction to create measurable, time-bound goals and reporting requirements create infrastructure for oversight.
• provide for strategic planning: This would be the responsibility of the board.
• provide for community visioning: Town hall meetings would be one forum for eliciting community input; apart from that, the onus would be on the board to solicit more community input into the vision/goals for the organization.
• ease of perpetuation: It will be a lot of work on the part of both staff and board, but easier to understand than the existing model.

Next steps/transition plan

Relevant dates:

• Board meeting 4/13
• Council meeting 4/20
• Council and Board meetings 5/18

This proposal will go to the board and the council before their respective meetings, and hopefully be approved (perhaps with amendments) at the April meetings.

We ask the board, at its April meeting, to set their number to (at least) seven in order to create seats for core volunteer representatives; to arrange for bylaw revisions to be prepared before their May meeting; and to arrange for the creation of job descriptions, general and for volunteer representative seats.

We ask the council, at its April meeting, to determine the formula for core volunteers and to nominate and/or select volunteer representatives to the board.

Should this all go well, the May council meeting may see [s]election of new board members, and the ensuing board meeting may see adoption of new bylaws.

Responsibility to plan the first town hall meeting (presumably this late summer/fall) should be delegated immediately.