Difference between revisions of "Board of Directors"

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It would be helpful to have a discussion of the Board of Directors, and how they fit in with FreeGeek's current governing model.  
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{{migrated}}
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[https://docs.google.com/document/d/1ee36R4_neO2kII0gr2JcRb8i_c0DOlF2YDVZlbMx7Nc/edit?usp=sharing link]
  
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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.  
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Free Geek'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.  Pursuant to the adoption of the [[2011 governance proposal]], the board has been enhanced with dedicated volunteer-representative seats (selected by core volunteers), seats representing different [[Groups to be represented on the board|skills, stakeholder populations, and mission-related interests]], and dedicated staff-board liaisons. When transition is complete, ''all directors will be holding specialized seats, with job descriptions''. Board meetings are also attended by liaisons from both the [[Collective-board liaison|collective]] and non-collective staff.  
  
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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.
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==Active projects==
 +
* Working toward a stable and healthy Free Geek
 +
** Bringing in a temporary consultant to help with this process
 +
** Developing a high-level strategic plan
 +
* Clarifying policies, past and present, and making them findable (see [[Policy register]])
 +
* Pursuing transparency throughout the organization
 +
* Increasing the size and capacity of the board
 +
* Creating a more effective fundraising strategy, developing relationships in the community
 +
* Preparing Free Geek's processes and records for auditability
  
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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.
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==Board Meetings==
 +
The board meets monthly; meetings are on the second Wednesday of the month. The meeting starts at 6:15. The October meeting is the annual meeting as required in the [[Bylaws#Section_5._Annual_Meeting.|bylaws]]. Board meetings are open, though occasionally a segment of the meeting will be closed as an "[[executive sessions of the board|executive session]]," wherein the board may discuss legally sensitive items. If an executive session is called, a reason will be given.
  
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(Note: [[User:Mnr|Mnr]] incorporated a discussion that happened during council on March 16th)
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''There is a [[Meeting Template]] that may be used when setting up a new Board Meeting. (Remember to copy commitments from the previous meeting's minutes.)'' Meeting minutes are posted to the [http://lists.freegeek.org/listinfo/directors directors] email list and to the [http://lists.freegeek.org/listinfo/minutes minutes list]. Agenda items may not be added within a week of the board meeting, so that the board may be properly prepared (see [[making an agenda and meeting packet for the board]]). As of late 2011, there are three email lists related to board business: see [[knowing which board list to use]].
  
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= What does FreeGeek want from a Board of Directors? =
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Occasionally the board will have to make decisions via email: our policy on that is outlined [[On List Decisions Policy#board|here]]. Email decisions will be reported at the next board meeting.
  
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== Legal issues ==
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== Current Board Members ==
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In the [[Free Geek Bylaws]] it states two things:
 
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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."
 
  
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- and -
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Board members are elected to two year terms, except where indicated. (When the board re-formed in October 2005, half of the positions were for one year terms to implement staggering of terms, and we still try to keep that ratio.) The number of directors is currently set (by resolution of the board) to 7.
  
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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."
 
  
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So according to the bylaws that were adopted at the time of incorporation into a 501(c)(3), the board is responsible for managing the business. In practice, the board has essentially, although not explicitly, delegated that task to the council.
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; Dina Dickerson, [[Director for Development]], [[Board Chair|Chair]]
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: ''first term, started August 2011, ends October 2013''
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: ''second term, started October 2013, ends October 2015''
  
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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.
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; Larry Lloyd, [[Volunteer representative]], [[Board Treasurer|Treasurer]]
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: ''first term, started October 2011, ends Oct 2013''
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: ''second term, started October 2013, ends October 2015''
  
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thus spake [[User:Mnr|Mnr]]
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; Mark Ralston, [[Director for the Environment]]
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: ''first term, started January 2012, ends Oct 2014''
  
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== What should the FreeGeek Board be responsible for? ==
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; JA Magnuson, [[Director for Education]], [[Board Secretary|Secretary]]
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=== How about External Fundraiser resources? ===
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: ''first term, started May 2013, ends October 2014''
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[[User:Revphil|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."
 
  
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[[User:Mnr|Mnr]] - tell more about your frustration...
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; Bethany Lister
 +
: ''first term, started November 2013, ends October 2015''
  
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[[User:Revphil|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
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; Michael Colin
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: ''first term, started November 2013, ends October 2014''
  
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=== How about providing another perspective on decisions? External Industry experience and connections? (Intel, Adobe, OSDL?) ===
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; Steve Holden
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[[User:Revphil|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?"
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: ''first term, started March 2014, ends October 2014''
  
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[[User:Mnr|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?
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== Past Board Members ==
 +
''this may not be a full list''
 +
* Bob Griggs, October 2005 - March 2006
 +
* Joe Buckmaster, October 2005 - August 2006
 +
* Wren Ng Thornton, October 2005 - August 2007
 +
* Aaron Burt, October 2006 - October 2007
 +
* Tim Collier, ??? - October 2008
 +
* Oso Martin, August 2005 - February 2009, Free Geek founder, original incorporator of Free Geek.
 +
* Seamus Campbell, October 2005 - October 2009
 +
* Marie Deatherage, September 2005 - December 2009
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* Shannon Beutel, October 2009 - October 2010
 +
* Curt Pederson, [[Director for F/OSS]], October 2007 - October 2011
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* Jon van Oast, October 2006 - December 2011
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* Laurel Hoyt, September 2005 - February 2012
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* Anne Glazer, Director, Intellectual Property Attorney - first term, started 2008, second term, ended October 2012
 +
* Kathey Sutter, Director for Process, August 2011 - December 2012
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* Nina Amin, Volunteer representative, October 2012 - January 2013
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* Jason Owen, Volunteer representative, Board Secretary, October 2011 - October 2013
  
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'''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?)
 
  
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[[User:Mnr|Mnr]]' - "grassroots" is probably not the word I would have chosen. Instead, consider the following hypothesis...
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Earlier board members
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* Brent Campbell
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* Laura Berg
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* Jeff Finz
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* Kenneth McGair
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* Jim Deibele
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* John Telford
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* Michelle Brooks
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* Mark Neiman-Ross
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* Dennis Bridges
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* Lewis Barr
  
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''Council'' - Operating decisions made by FreeGeek Volunteers and Staff. Internal focus by folks intimate with internal operations.
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== Board Committees ==
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Established at board meeting on [http://lists.freegeek.org/pipermail/minutes/2009-November/000805.html October 14, 2009.]
  
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''Board'' - Strategic recommendations made by external (qualified) people with connections outside of the norm for FreeGeek insiders.
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; Audit committee: aims to make Free Geek prepared for an audit
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: Chair:
 +
: Additional members:
 +
: Staff representative:
  
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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 [[User:Mnr|Mnr]])
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; Propagation (Intergalactic, Trademark Licensing, etc.): merged with staff propagation committee, deals with issues surrounding other free geeks.
 +
: Chair: Anne
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: Additional members:
 +
: Staff representative:
  
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'''Pete''' - And, just coming to the Council meetings once a month is all that's really needed to bring a fresh perspective.
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; [[Board recruitment committee|Board recruitment and development]]
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: Chair:
 +
: Additional members:
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: Staff representative:
  
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[[User:Mnr|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?
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; Relationship Development: developing free geek's social skills
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: Chair: Dina
 +
: Additional members: 
 +
: Staff representative:
  
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'''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:
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==Director job descriptions==
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These descriptions have been approved by the board and are to be used as guidelines for selecting new board members and guiding the service/evaluating the performance of sitting board members. They can be changed at any time by the board.
  
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(a) making the Board structure conducive to incorporating some volunteers
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* [[Responsibilities of directors]] applies to all directors.
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* Board officers are selected by the board at the annual meeting in October. ([[What to do when officers change]])
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** [[Board Secretary]]
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** [[Board Chair]]
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** [[Board Treasurer]]
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* Other seats (these descriptions have been approved by the board. further descriptions-in-progress may be found linked from [[Groups to be represented on the board]])
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** [[Volunteer representative job description]]
  
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(b) making the Council meetings more inviting to corporate types
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==Useful links==
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* [[Bylaws]]
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* [http://www.sos.state.or.us/corporation/business/nonprofit_information.htm Oregon Sec of State nonprofit services page]
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* [[2011 governance proposal]] -- accepted by board and council in April 2011. In the process of being implemented.
  
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(c) greater transparency and communication of the proceedings of both bodies (e.g., via wiki pages)
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* [http://lists.freegeek.org/listinfo/directors Board executive session email list]
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* [http://lists.freegeek.org/listinfo/minutes Minutes list] for keeping track of other stuff in the operation
  
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(d) a combination of all of the above.
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* [[Board Election Checklist]]
  
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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?)
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* [[Meeting tips]]: [[Facilitator]] ([[making an agenda and meeting packet for the board]]), [[Scribe]]
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[[Category: Board]]
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[[User:Mnr|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.
 
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=== How about Fiscal review? ===
 
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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.
 
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In addition, board members contributed perspectives from other situations or experiences. This helped identify trouble spots or situations looming in the future.
 
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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.
 
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I think it would be good to have an experienced group of business owners take a hard look at the numbers. -
 
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=== How about Something Else? ===
 
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== Board Membership ==
 
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=== How should members be added to the board?  ===
 
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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.)
 
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"The board is currently elected by members of the board. In the past, board members have been invited by Oso. - [[User:Mnr|Mnr]]"
 
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Council should put forward a staff and a volunteer as candidates.
 
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"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  [[Free Geek Bylaws#Section 2. Number | 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." - [[User:Shawn|Shawn]]
 
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Current board members should stand up if they want to be "re-elected."
 
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New members should be run through both Council and Board for approval.
 
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Wes: can we set up checks and balances?
 
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Pete: Richard, can you clarify the following from what you just said: --[[User:Halfasspete|Halfasspete]] 12:14, 18 Mar 2005 (PST)
 
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==== 1. If we elect them, does that mean we can un-elect/impeach them? ====
 
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"Richard: well probably not, but there would be regular election cycles, so incumbents might get replaced.)"
 
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"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) - [[User:Mnr|Mnr]]"
 
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In the discussion at the council meeting, I didn't even think about how the council (volunteers, staff, etc.) would remove an existing board member. My understanding is (as [[User:Mnr|MNR]] points out) that the board actually does this itself, much like the board (currently) selects its own new members. There are terms that board members serve, however, and if the current board were to resolve to have future members of the board come from council nominees, then board members could be rotated out just by not renominating them. [[User:Rfs|rfs]] 16:03, 18 Mar 2005 (PST)
 
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==== 2. Is it possible such structural changes might threaten our 503(c)(3) status? ====
 
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"Richard: Don't think so, as long as we don't change mission statement or bylaws."
 
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"We would need to change the bylaws, but this can easily be done. - [[User:Mnr|Mnr]]"
 
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Actually there are two approaches here. See below.
 
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Richard: we don't want to exclude people who want to serve.
 
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= Implementation =
 
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== Two approaches to changing board selection ==
 
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== Structural considerations ==
 

Latest revision as of 15:35, 5 July 2014

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Free Geek'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. Pursuant to the adoption of the 2011 governance proposal, the board has been enhanced with dedicated volunteer-representative seats (selected by core volunteers), seats representing different skills, stakeholder populations, and mission-related interests, and dedicated staff-board liaisons. When transition is complete, all directors will be holding specialized seats, with job descriptions. Board meetings are also attended by liaisons from both the collective and non-collective staff.

Active projects

  • Working toward a stable and healthy Free Geek
    • Bringing in a temporary consultant to help with this process
    • Developing a high-level strategic plan
  • Clarifying policies, past and present, and making them findable (see Policy register)
  • Pursuing transparency throughout the organization
  • Increasing the size and capacity of the board
  • Creating a more effective fundraising strategy, developing relationships in the community
  • Preparing Free Geek's processes and records for auditability

Board Meetings

The board meets monthly; meetings are on the second Wednesday of the month. The meeting starts at 6:15. The October meeting is the annual meeting as required in the bylaws. Board meetings are open, though occasionally a segment of the meeting will be closed as an "executive session," wherein the board may discuss legally sensitive items. If an executive session is called, a reason will be given.

There is a Meeting Template that may be used when setting up a new Board Meeting. (Remember to copy commitments from the previous meeting's minutes.) Meeting minutes are posted to the directors email list and to the minutes list. Agenda items may not be added within a week of the board meeting, so that the board may be properly prepared (see making an agenda and meeting packet for the board). As of late 2011, there are three email lists related to board business: see knowing which board list to use.

Occasionally the board will have to make decisions via email: our policy on that is outlined here. Email decisions will be reported at the next board meeting.

Current Board Members

Board members are elected to two year terms, except where indicated. (When the board re-formed in October 2005, half of the positions were for one year terms to implement staggering of terms, and we still try to keep that ratio.) The number of directors is currently set (by resolution of the board) to 7.


Dina Dickerson, Director for Development, Chair
first term, started August 2011, ends October 2013
second term, started October 2013, ends October 2015
Larry Lloyd, Volunteer representative, Treasurer
first term, started October 2011, ends Oct 2013
second term, started October 2013, ends October 2015
Mark Ralston, Director for the Environment
first term, started January 2012, ends Oct 2014
JA Magnuson, Director for Education, Secretary
first term, started May 2013, ends October 2014
Bethany Lister
first term, started November 2013, ends October 2015
Michael Colin
first term, started November 2013, ends October 2014
Steve Holden
first term, started March 2014, ends October 2014

Past Board Members

this may not be a full list

  • Bob Griggs, October 2005 - March 2006
  • Joe Buckmaster, October 2005 - August 2006
  • Wren Ng Thornton, October 2005 - August 2007
  • Aaron Burt, October 2006 - October 2007
  • Tim Collier, ??? - October 2008
  • Oso Martin, August 2005 - February 2009, Free Geek founder, original incorporator of Free Geek.
  • Seamus Campbell, October 2005 - October 2009
  • Marie Deatherage, September 2005 - December 2009
  • Shannon Beutel, October 2009 - October 2010
  • Curt Pederson, Director for F/OSS, October 2007 - October 2011
  • Jon van Oast, October 2006 - December 2011
  • Laurel Hoyt, September 2005 - February 2012
  • Anne Glazer, Director, Intellectual Property Attorney - first term, started 2008, second term, ended October 2012
  • Kathey Sutter, Director for Process, August 2011 - December 2012
  • Nina Amin, Volunteer representative, October 2012 - January 2013
  • Jason Owen, Volunteer representative, Board Secretary, October 2011 - October 2013


Earlier board members

  • Brent Campbell
  • Laura Berg
  • Jeff Finz
  • Kenneth McGair
  • Jim Deibele
  • John Telford
  • Michelle Brooks
  • Mark Neiman-Ross
  • Dennis Bridges
  • Lewis Barr

Board Committees

Established at board meeting on October 14, 2009.

Audit committee
aims to make Free Geek prepared for an audit
Chair:
Additional members:
Staff representative:
Propagation (Intergalactic, Trademark Licensing, etc.)
merged with staff propagation committee, deals with issues surrounding other free geeks.
Chair: Anne
Additional members:
Staff representative:
Board recruitment and development
Chair:
Additional members:
Staff representative:
Relationship Development
developing free geek's social skills
Chair: Dina
Additional members:
Staff representative:

Director job descriptions

These descriptions have been approved by the board and are to be used as guidelines for selecting new board members and guiding the service/evaluating the performance of sitting board members. They can be changed at any time by the board.

Useful links

Retrieved from "http://wiki.freegeek.org/index.php?title=Board_of_Directors&oldid=70673"