Difference between revisions of "Board of Directors"
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The following two proposals are under development. See [[Talk:Board of Directors|the discussion page]] for, um, discussion of this proposal. | The following two proposals are under development. See [[Talk:Board of Directors|the discussion page]] for, um, discussion of this proposal. | ||
| − | = Commonalities between the two proposals = | + | == Commonalities between the two proposals == |
| − | == Responsibilities of the Board of Directors == | + | === Responsibilities of the Board of Directors === |
* Review and advise regarding finances (a current responsibility) | * Review and advise regarding finances (a current responsibility) | ||
* Review and advise regarding legal responsibilities (a current responsibility) | * Review and advise regarding legal responsibilities (a current responsibility) | ||
| − | == Rights of the Board of Directors == | + | === Rights of the Board of Directors === |
* The BOD can override Council on financial decisions, including the creation of new paid staff positions (a current right?) | * The BOD can override Council on financial decisions, including the creation of new paid staff positions (a current right?) | ||
* The BOD can override Council on matters of legal decisions (a current responsibility?) | * The BOD can override Council on matters of legal decisions (a current responsibility?) | ||
| − | = Proposal #1: "Large" FreeGeek Board of Directors = | + | == Proposal #1: "Large" FreeGeek Board of Directors == |
| − | == Composition of the Board of Directors == | + | === Composition of the Board of Directors === |
Under the "large" proposal, the "Official" and "Voting" Board of Directors should ''at least'' consist of the following: | Under the "large" proposal, the "Official" and "Voting" Board of Directors should ''at least'' consist of the following: | ||
* One full-time FreeGeek Paid Staff | * One full-time FreeGeek Paid Staff | ||
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The bylaws limit the board to 11 members. | The bylaws limit the board to 11 members. | ||
| − | == Populating the Board of Directors == | + | === Populating the Board of Directors === |
| − | === Positions that require presentation === | + | ==== Positions that require presentation ==== |
The "large" proposal suggests that annually, anyone wishing to fill an electable position on the Board of Directors should present themselves to the Board of Directors. | The "large" proposal suggests that annually, anyone wishing to fill an electable position on the Board of Directors should present themselves to the Board of Directors. | ||
* Presentation to the Board of Directors must be done no later than February 1st | * Presentation to the Board of Directors must be done no later than February 1st | ||
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* Candidates must be qualified for the position they present themselves for. | * Candidates must be qualified for the position they present themselves for. | ||
| − | === Positions that do not require presentation === | + | ==== Positions that do not require presentation ==== |
* Council representative is appointed by council, and is not required to "present". Council may choose whatever method they deem appropriate to assign a representative to the board | * Council representative is appointed by council, and is not required to "present". Council may choose whatever method they deem appropriate to assign a representative to the board | ||
* Representatives from granting organizations are appointed by the granting organization. These are not electable positions, nor do they require approval by either the Board or Council. | * Representatives from granting organizations are appointed by the granting organization. These are not electable positions, nor do they require approval by either the Board or Council. | ||
| − | == Responsibilities of the Board of Directors == | + | === Responsibilities of the Board of Directors === |
In addition to the common responsibilities discussed above... | In addition to the common responsibilities discussed above... | ||
* Committment to attend at least two council meetings during the upcoming year | * Committment to attend at least two council meetings during the upcoming year | ||
Revision as of 10:19, 21 April 2005
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. Currently, our board of directors is reduced to two active members; thus, it's now a good time to consider any changes we might want to make in the board's structure and mission.
The following two proposals are under development. See the discussion page for, um, discussion of this proposal.
Commonalities between the two proposals
Responsibilities of the Board of Directors
- Review and advise regarding finances (a current responsibility)
- Review and advise regarding legal responsibilities (a current responsibility)
Rights of the Board of Directors
- The BOD can override Council on financial decisions, including the creation of new paid staff positions (a current right?)
- The BOD can override Council on matters of legal decisions (a current responsibility?)
Proposal #1: "Large" FreeGeek Board of Directors
Composition of the Board of Directors
Under the "large" proposal, the "Official" and "Voting" Board of Directors should at least consist of the following:
- One full-time FreeGeek Paid Staff
- One "Voting" member of Council
- One representative of FreeGeek's Legal Counsel
- One member with Financial training (CFO, Certified Accountant or other equivalent)
- One representative from each "Major" granting organization (if desired by that granting organization)
- One representative from "traditional" commercial industry
- One representative from another non-profit entity in Portland
The bylaws limit the board to 11 members.
Populating the Board of Directors
Positions that require presentation
The "large" proposal suggests that annually, anyone wishing to fill an electable position on the Board of Directors should present themselves to the Board of Directors.
- Presentation to the Board of Directors must be done no later than February 1st
- Candidate should be prepared to appear at March council meeting for Question and Answer
- Sitting Board of Directors and Council will vote on new/returning Board of Directors by end of March.
- New, and returning, Board of Directors to be inducted during April BOD meeting.
- Anyone is eligible to present themselves for consideration.
- Part of presentation is to declare what position on the board of directors they will fill. If only one candidate is available for a required position, that person is automatically appointed.
- Candidates must be qualified for the position they present themselves for.
Positions that do not require presentation
- Council representative is appointed by council, and is not required to "present". Council may choose whatever method they deem appropriate to assign a representative to the board
- Representatives from granting organizations are appointed by the granting organization. These are not electable positions, nor do they require approval by either the Board or Council.
Responsibilities of the Board of Directors
In addition to the common responsibilities discussed above...
- Committment to attend at least two council meetings during the upcoming year
- Committment to attend at least 75% of regular scheduled board meetings (a current responsibility?)
- Advocacy and assistance in at least one new or ongoing project at FreeGeek
Proposal #2: "compact" FreeGeek Board of Directors
For clarity, this proposal doesn't address the concerns I have raised about the original proposal (#1) above. RfS
Composition of the Board of Directors
- One representative of FreeGeek's Legal Counsel
- One member with Financial training (CFO, Certified Accountant or other equivalent)
The need for outside influence is addressed by the creation of a separate, non-voting "Advisory Board."
Populating the Board of Directors
- Made up entirely of FreeGeek Staff and Volunteers, vetted by council