Difference between revisions of "Board of Directors"

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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. Which also implies that the BOD would have the right/responsibility to last word on any decisions made by Council.  [[Talk:Board of Directors|There has been an active discussion on the purpose and makeup of the Board.]]  
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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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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.
  
 
==Active projects==
 
==Active projects==
* Obtaining and preserving documentation from previous incarnations of the Board
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* Working toward a stable and healthy Free Geek
* Creating [[Board Orientation]] materials, including a [[New Director Agreement]] to detail the responsibilities of board members
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** Bringing in a temporary consultant to help with this process
* Working on a [[Sample Conflict of Interest Policy]]
+
** 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==
 
==Board Meetings==
''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.)''
+
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.
  
* [[Board20060111|January 11, 2006]]
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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]].
* [[Board 2006 04|April 18, 2006]]
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* [http://lists.freegeek.org/pipermail/directors/2006-July/000853.html July 12, 2006]
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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.
* [[Board 2006 10|October 11, 2006]] - Annual meeting
 
* [[Board 2007 01|January 10, 2007]]
 
* [[Board 2007 04|April 10, 2007]]
 
* [[Board 2007 07|July 10, 2007]]
 
* [[Board 2007 10|October 10, 2007]]
 
* [[Board 2008 01|January 9, 2008]]
 
* [[Board 2008 04|April 9, 2008]]
 
* [[Board 2008 07|July 9, 2008]]
 
* [[Board 2008 10|October 8, 2008]]
 
* [[Board 2009 01|January 2009]]
 
* [[Board 2009 03|Special meeting: March 2009]]
 
* [[Board 2009 04|April 2009]]
 
* [[Board 2009 07|July 2009]]
 
Occasionally the board will have to make decisions via email: our policy on that is outlined [[On List Decisions Policy#board|here]].
 
  
 
== Current Board Members ==
 
== 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.)
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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.
  
; Marie Deatherage, Chair
 
: Director, Communication & Learning, Meyer Memorial Trust; current volunteer.
 
: Marie (aka Maria Deathstar) aspires to be a geek, but she's only a wannabe at this point.  However, she loves Free Geek with all her heart so we pretend like we think she's a geek.  A journalist, a geography professor, and a disability rights advocate in former lives, Marie is especially interested in helping Free Geek become better known among people who have the capacity to give money to geeks.  Marie wants to be a documentary filmmaker when she grows up.
 
: ''Initially elected September 2005''
 
: ''Secretary, October 2005 - October 2006''
 
: ''Chair, October 2007 - present''
 
: ''Third term, October 2008 - October 2010
 
  
; Laurel Hoyt, Secretary
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; Dina Dickerson, [[Director for Development]], [[Board Chair|Chair]]
: Former Free Geek Education Coordinator; current volunteer. Researcher, Post-Carbon Institute.
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: ''first term, started August 2011, ends October 2013''
: ''Initially elected September 2005''
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: ''second term, started October 2013, ends October 2015''
: ''Chairperson, October 2005 - October 2006''
 
: ''Secretary, October 2006 - Present''
 
: ''Third term, October 2008 - October 2010''
 
  
; Seamus Campbell, Treasurer
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; Larry Lloyd, [[Volunteer representative]], [[Board Treasurer|Treasurer]]
: Current volunteer. Programmer. Xymurgist. Former Free Geek Education-Coordinator Coordinator.
+
: ''first term, started October 2011, ends Oct 2013''
: ''second term, ends October 2009''
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: ''second term, started October 2013, ends October 2015''
: ''Treasurer, October 2005 - October 2007
 
: ''Chair, October 2007 - July 2009''
 
: ''Treasurer, July 2009 - present''
 
  
; Jon Van Oast, Director
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; Mark Ralston, [[Director for the Environment]]
: Current volunteer. Programmer, code-mercenary.
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: ''first term, started January 2012, ends Oct 2014''
: In order to avoid having to fix bugs in the DOS-based SMTP gateway he wrote for a Novell network, coupled with the fact that perl4 in DOS was frustrating him, Jon built his first linux box in 1992.  It ran for 2 years hidden above the acoustic ceiling tiles in sub-basement level B of the university medical center where Jon worked.  It ran for 4 more years there after he left, until he  showed up in the middle of the night on a trip back home and took it with him back to Portland.  Now you know how he and linux fell in love.
 
: ''second term, ends October 2010''
 
  
; Anne Glazer, Director
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; JA Magnuson, [[Director for Education]], [[Board Secretary|Secretary]]
: Intellectual Property Attorney
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: ''first term, started May 2013, ends October 2014''
: A geek about Free Geek.  Crypto-hippie.  In her spare time, Anne likes to collect, sort, cut and fold used paper. 
 
: ''first term, ends October 2010''
 
  
; Curt Pederson, Director
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; Bethany Lister
: ''(bio needed)''
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: ''first term, started November 2013, ends October 2015''
: Curt Pederson comes to us from the OSU Open Source Labs and is the CIO for the Oregon University system.
 
: ''first term, ends October 2009''
 
  
; Sayer Jones
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; Michael Colin
: ''(bio needed)''
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: ''first term, started November 2013, ends October 2014''
: ''first term, ends October 2009''
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: Selected to fill vacated term at Council Meeting on April 15, 2009.
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; Steve Holden
 +
: ''first term, started March 2014, ends October 2014''
  
 
== Past Board Members ==
 
== Past Board Members ==
Line 81: Line 57:
 
* Tim Collier, ??? - October 2008
 
* Tim Collier, ??? - October 2008
 
* Oso Martin, August 2005 - February 2009, Free Geek founder, original incorporator of Free Geek.
 
* 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
 
* Brent Campbell
 
* Laura Berg
 
* Laura Berg
Line 94: Line 82:
  
 
== Board Committees ==
 
== Board Committees ==
 +
Established at board meeting on [http://lists.freegeek.org/pipermail/minutes/2009-November/000805.html October 14, 2009.]
 +
 +
; Audit committee: aims to make Free Geek prepared for an audit
 +
: Chair:
 +
: Additional members:
 +
: Staff representative:
  
; Audit
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; Propagation (Intergalactic, Trademark Licensing, etc.): merged with staff propagation committee, deals with issues surrounding other free geeks.
: Point person: Sayer
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: Chair: Anne
 +
: Additional members:
 +
: Staff representative:
  
; Intergalactic, Trademark Licensing, etc.
+
; [[Board recruitment committee|Board recruitment and development]]
: Point person: Anne
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: Chair:
 +
: Additional members:
 +
: Staff representative:
  
; Recruitment and development
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; Relationship Development: developing free geek's social skills
: Point person: Laurel
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: Chair: Dina
 +
: Additional members: 
 +
: Staff representative:
  
; Relationship Development
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==Director job descriptions==
: Point person: Marie
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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.
  
 +
* [[Responsibilities of directors]] applies to all directors.
 +
* Board officers are selected by the board at the annual meeting in October. ([[What to do when officers change]])
 +
** [[Board Secretary]]
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** [[Board Chair]]
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** [[Board Treasurer]]
 +
* 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]])
 +
** [[Volunteer representative job description]]
  
 +
==Useful links==
 +
* [[Bylaws]]
 +
* [http://www.sos.state.or.us/corporation/business/nonprofit_information.htm Oregon Sec of State nonprofit services page]
 +
* [[2011 governance proposal]] -- accepted by board and council in April 2011. In the process of being implemented.
  
 +
* [http://lists.freegeek.org/listinfo/directors Board executive session email list]
 +
* [http://lists.freegeek.org/listinfo/minutes Minutes list] for keeping track of other stuff in the operation
  
 +
* [[Board Election Checklist]]
  
 +
* [[Meeting tips]]: [[Facilitator]] ([[making an agenda and meeting packet for the board]]), [[Scribe]]
 
[[Category: Board]]
 
[[Category: Board]]

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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