Difference between revisions of "Board of Directors"

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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.
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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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The following two proposals are under development. See [[Talk:Board of Directors|the discussion page]] for, um, discussion of this proposal.
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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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= Commonalities between the two proposals =
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==Active projects==
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== Responsibilities of the Board of Directors ==
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* Working toward a stable and healthy Free Geek
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* Review and advise regarding finances (a current responsibility)
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** Bringing in a temporary consultant to help with this process
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* Review and advise regarding legal responsibilities (a current responsibility)
+
** 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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== Rights of the Board of Directors ==
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==Board Meetings==
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* The BOD can override Council on financial decisions, including the creation of new paid staff positions (a current right?)
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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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* The BOD can override Council on matters of legal decisions (a current responsibility?)
 
  
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= Proposal #1: "Large" FreeGeek Board of Directors =
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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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== Composition of the Board of Directors ==
 
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Under the "large" proposal, the "Official" and "Voting" Board of Directors should ''at least'' consist of the following:
 
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* One full-time FreeGeek Paid Staff
 
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* One "Voting" member of Council
 
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* One representative of FreeGeek's Legal Counsel
 
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* One member with Financial training (CFO, Certified Accountant or other equivalent)
 
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* One representative from ''each'' "Major" granting organization (if desired by that granting organization)
 
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* One representative from "traditional" commercial industry
 
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* One representative from another non-profit entity in Portland
 
  
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The bylaws limit the board to 11 members.
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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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== Populating the Board of Directors ==
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== Current Board Members ==
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=== Positions that require presentation ===
 
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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.
 
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* Presentation to the Board of Directors must be done no later than February 1st
 
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* Candidate should be prepared to appear at March council meeting for Question and Answer
 
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* Sitting Board of Directors and Council will vote on new/returning Board of Directors by end of March.
 
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* New, and returning, Board of Directors to be inducted during April BOD meeting.
 
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* Anyone is eligible to present themselves for consideration.
 
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* 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.
 
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* Candidates must be qualified for the position they present themselves for.
 
  
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=== Positions that do not require presentation ===
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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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* 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
 
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* 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.
 
  
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== Responsibilities of the Board of Directors ==
 
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In addition to the common responsibilities discussed above...
 
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* Committment to attend at least two council meetings during the upcoming year
 
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* Committment to attend at least 75% of regular scheduled board meetings (a current responsibility?)
 
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* Advocacy and assistance in at least one new or ongoing project at FreeGeek
 
  
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== Proposal #2: "compact" FreeGeek Board of Directors ==
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; Dina Dickerson, [[Director for Development]], [[Board Chair|Chair]]
 +
: ''first term, started August 2011, ends October 2013''
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: ''second term, started October 2013, ends October 2015''
  
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''For clarity, this proposal doesn't address the concerns I have raised about the original proposal (#1) above. [[User:Rfs|RfS]]''
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; Larry Lloyd, [[Volunteer representative]], [[Board Treasurer|Treasurer]]
 +
: ''first term, started October 2011, ends Oct 2013''
 +
: ''second term, started October 2013, ends October 2015''
  
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=== Composition of the Board of Directors ===
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; Mark Ralston, [[Director for the Environment]]
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# One representative of FreeGeek's Legal Counsel
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: ''first term, started January 2012, ends Oct 2014''
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# One member with Financial training (CFO, Certified Accountant or other equivalent)
 
  
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The need for outside influence is addressed by the creation of a separate, non-voting "Advisory Board."
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; JA Magnuson, [[Director for Education]], [[Board Secretary|Secretary]]
 +
: ''first term, started May 2013, ends October 2014''
  
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=== Populating the Board of Directors ===
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; Bethany Lister
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* Made up entirely of FreeGeek Staff and Volunteers, vetted by council
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: ''first term, started November 2013, ends October 2015''
  
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=== Responsibilities of the Board of Directors ===
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; 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 [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:
 +
 
 +
; 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 committee|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.
 +
 
 +
* [[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]]

Latest revision as of 15:35, 5 July 2014

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Information remaining behind may no longer be relevant.

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link

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"