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?

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...

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 involved in day-to-day 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 a day-to-day 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.

Pete - OK, good point. At the same time, maybe worth pointing out - what I understand of the Council is that it regards itself as NOT day-to-day operations, but as the "broader, more vision-oriented" body of FG. Which is, I guess, a great illustration of why this discussion is important.

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

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?)

Comments from March 16th Council Meeting

Board: Board members are not here this month as we had hoped. Pete: do we need to discuss as Council, before bigger meeting? Let's take this opportunity to get our own thoughts sorted out before talking with them Richard: Mark is asking, what kind of board does FG want? He leaves out an important question: who legally controls FG? 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.) Legal requirement of 2 (3?) members on board. (let's find out exactly how many.) Council should put forward a staff and a volunteer as candidates. 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? Shawn: I like what Richard said, it seems to address long standing issues. 2 things we need to discuss - one is what richard asks, the other is Mark's question. They're both important: one is philosophical, one is how-do-we-implement. Pete: Richard, can you clarify the following from what you just said: 1. if we elect them, does that mean we can un-elect/impeach them? (Answer: well probably not, but there would be regular election cycles, so incumbents might get replaced.) 2. Is it possible such structural changes might threaten our 503(c)(3) status? (Answer: Don't think so, as long as we don't change mission statement or bylaws.) 3. What are the legal requirements of the size of the board, and do we want to have more than the bare minumum? (Answer: martin, reading from bylaws: Not less than 3 or more than 11. Richard: we don't want to exclude people who want to serve.) Richard: (general answer to Pete) No specifics yet, this is not a proposal, I'm just laying out some of the issues involved so we can all be thinking about them. Phil: time concern! Let's not make this a huge big deal!!! Shawn: 4 more minutes on this, then offload to email list. Missy: I like Richard's ideas, in favor of taking action tonight. Nathan: The board is self-appointing now. And it's not functioning. That's why this is on the table. Richard: the board is Volunteers. Clint: Tetris machine...I can get one, and install it Everyone: (much excitement, and confusion about relevance) Phil: those with Tetris high scores can serve on the board.

Dave and Martin commitment to deciding on the Tetris thing.