Proposal: FreeGeek Board of Directors

Mnr 14:36, 22 Mar 2005 (PST) - I'd like to propose the following for consideration...

Composition of the Board of Directors

I believe 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 board is limited to 11 members.

Populating the Board of Directors

I believe that annually, anyone wishing to fill a 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.

Responsibilities of the Board of Directors

Review and advise regarding finances
Review and advise regarding legal responsibilities
Committment to attend at least two council meetings during the upcoming year
Committment to attend at least 75% of regular scheduled board meetings
Advocacy and assistance in at least one new or ongoing project at FreeGeek

Rights of the Board of Directors

The BOD can override Council on financial decisions, including the creation of new paid staff positions
The BOD can override Council on matters of legal decisions

Background: What does FreeGeek want from a 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)

Legal issues

In the Free Geek Bylaws it states two things: 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."

- and -

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."

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.

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.

thus spake Mnr

What should the Free Geek Board be responsible for?

How about 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.

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

Mnr - I don't recall those wine/cheese events actually happening. In any case, we should figure out why they didn't attract the desired crowd, correct course, and try again.

I think these kind of folks should be on an advisory type board, not a governing type board. RfS

How about providing 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 intimate with internal 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 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 Mnr)

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

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?

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:

(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?)

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.

How about Fiscal review?

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.

In addition, board members contributed perspectives from other situations or experiences. This helped identify trouble spots or situations looming in the future.

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.

I think it would be good to have an experienced group of business owners take a hard look at the numbers. - Mnr

About the Collab finances, my recollection is that at one board meeting we were told of a $12K overrun (not good, but we expected to loose money on the first project) and then at the very next meeting the overrun jumped to over $50K.

I strongly feel that the board needs to review finances regularly in order to provide an external set of eyes to gauge the ongoing viability of the FREE GEEK mission and to verify that the financial data is kept current. - DMB

How about Something Else?

I think we should not change the structure of the board. The board functioned fine for several years until the Collab Tech fiasco burned everyone out.--DMB 13:49, 22 Mar 2005 (PST)

Board Membership

How should members be added to the board?

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.)

"The board is currently elected by members of the board. In the past, board members have been invited by Oso. - Mnr"

Council should put forward a staff and a volunteer as candidates.

"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 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." - Shawn

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?

Pete: Richard, can you clarify the following from what you just said: --Halfasspete 12:14, 18 Mar 2005 (PST)

1. If we elect them, does that mean we can un-elect/impeach them?

"Richard: well probably not, but there would be regular election cycles, so incumbents might get replaced.)"

"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) - Mnr"

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 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. rfs 16:03, 18 Mar 2005 (PST)

2. Is it possible such structural changes might threaten our 503(c)(3) status?

"Richard: Don't think so, as long as we don't change mission statement or bylaws."

"We would need to change the bylaws, but this can easily be done. - Mnr"

Actually there are two approaches here. See below.

Richard: we don't want to exclude people who want to serve.

Another idea for repopulating the board

About Council representation: I would like to see a permanent board seat allocated to the person who is facilitating the council meetings each month.

A practical problem with that: by current convention, the facilitator is chosen each month, and is generally not the same person. Would the "board seat" be a rotating position? --Pete 23:38, 30 Mar 2005 (PST)

About the makeup of the rest of the board: I think we should look at other local non-profit organizations to either set up interlinked board positions or to tap into the organizations of those non-profits for potential board members. We can compile a list of people willing to serve that have a broad range of non-profit experience and allow the board and council chose from the list in an election based on a brief bio of each candidate. --DMB 14:21, 22 Mar 2005 (PST)

Implementation thoughts: Two approaches to changing board selection

There are basically two ways in which things can change. These two ways do not necessarily incompatible.

Amending the bylaws: This requires that the current board announces a proposed amendment will be discussed at one of their meetings and then, at that meeting, approves the proposal. A change to the bylaws is a fairly major decision and generally reserved for long term changes. I think it might be a little more likely to affect our 501(c)(3) status, but mostly only if it changed the nature of the business we were doing.

Resolution of the existing board: Rather than change the bylaws, the board can resolve to do something. For instance, at the board's first meeting (?) it voted to operate by consensus. (You will notice that the bylaws don't mention the use of formal consensus as a decision making method.)

Example and caveat

For a hypothetical. Let's start by looking at the bylaws. Section 4 of the bylaws (Election Procedure) simply states:

At each annual meeting of the Board, the successors to the Directors whose terms expire that year shall be elected.

Let's say that before the next annual meeting, the current board resolved to limit its pool of new Directors to nominees from Free Geek's council. This doesn't contradict the current bylaws in the least. Alternatively (or even afterwards) the board could change the bylaws and add language to the same effect.

However, I see one caveat here. If the council is to nominate or even elect members to the board, then it would seem that a formal legal document like the bylaws would need to define what the council is, adding a section onto the bylaws. It might be advisable to add in definitions of the staff and volunteers as well, since these groups make up the council, but are not mentioned anywhere in the bylaws.

RfS 17:22, 18 Mar 2005 (PST)

Some definitions of "Board"

There are at least three types of boards of directors I have dealt with in my years working with nonprofit organizations:

Governing Board: This is what our board is (at least on paper) -- the folks who make the decisions (or delegate to others the ability to make the decisions) of the organization. There is clearly a legal necessity to have this sort of entity at Free Geek. As MNR points out above, they have historically delegated much of their work out to the staff and council.

Fundraising board: This type of board is a collection of people who are well connected to money and could (hopefully) rake it in to the organization. In the past some of us have wanted this type of board, but we've never really had one. Most independent nonprofits in my experience have a similar "wishful thinking" type board. Some groups that are set up by wealthy benefactors do have boards like this.

Advisory board

This is a group of folks that don't have the responsibility that the "official" board. Here's a definition I found on that Interweb thingy folks are so excited about:

A group of individuals, who offer advice, inform or notify. An advisory board differs from an elected board in that they do not have any oversight responsibilities.

This could be a group of people who offer an outside perspective or have professional skills that are underrepresented in the rest of the Free Geek community.

We could have more than one type of board, for instance a small, as-limited-as-legally-possible governing board (made up of staff and volunteers) that agrees to be selected by the council and an advisory board that has people with specially desired skills an outside perspectives.