[Evergreen-governance-l] Draft rules of governance for a more focused Foundation

[Dan Scott]

I thought it would be a worthwhile experiment to try trimming down the
Rules of Governance to fit a more streamlined model I had proposed.
Attached is one possible result of such an approach.

Highlights:
  * The document is approximately 5 pages of text, instead of 12.

  * The Treasurer is gone. The Software Conservancy will handle our
    financial matters and will generate reports on our behalf; that's
    one of the advantages of the Conservancy.

  * "Membership" as a concept is gone.

  * The standing committees and related verbiage is gone.

  * I should note that in trying to find other examples of "voting members" of a
    free-and-open-source software foundation, I almost always found that
    voting was limited to committers (committers of documentation, code,
    website...) See Karl Fogel's "Producing Open Source Software" for
    one example. Given that a strong preference for _not_ following this
    standard model has been expressed through the whole "membership"
    discussion, I suggested that voting for the board be open to "any
    self-declared members of the Evergreen community".

  * Voting for the members of the board occurs via electronic means
    (details deliberately not spelled out in the rules of governance, as
    better options might present themselves each year, but a simple
    option for year one would be to have voters email their choices to a
    "voting at evergreen-ils.org" mailbox that forwards to the people
    trusted with counting ballots).

  * In the interest of transparency, all meetings of the board are to be
    held online and recorded. (If the meetings are held by IRC, then you
    get both at once).

  * In the interests of fiscal responsibility, no compensation for board
    members. If meetings are held online, there is no reason for travel
    expenses, which are the only expenses I could think of that could be
    justified. Maybe I'm not very imaginative.

  * In the interest of trusting the Evergreen community to choose
    wisely, the rules about which subsets of the community are to be
    represented, and the limit on how many board members can be from any
    given organization, are removed. 

  * Board membership is set to 7 members. With a tight focus, there is
    no need for a larger board, and although a smaller board would be
    tempting, it would be harder to dominate the board with 7 members.

  * Terms are set to one year. With fewer responsibilities to manage,
    there is less need for a transition year (and with board members
    eligible to be reelected forever, those who are interested in the
    fascinating topics of copyright, trademark enforcement, and managing
    our likely small amount of funds will be welcome to return year after
    year). And with one year terms, the amount of damage a bad apple can
    do will be limited naturally, without having to invoke the
    unpleasant "kick out of the board" mechanisms.

  * Changes to the rules of governance require unanimous consent by the
    board. With a tight focus, there should be little need to change the
    rules of governance often, and if the board cannot reach consensus,
    the rules probably should not change. If the community wants to see
    a change happen, they can vote in a slate of board members that will
    agree to make that change.

  * Changes to the rules of governance do not take effect until the next
    slate of board members is elected, to give the community a chance to
    prevent abuse. Again, with a tight focus, there shouldn't be a need
    to change the rules of governance often.

  * Rather than having all 20 governance committee members form the
    Initial Board, they will be elected from within the Evergreen
    governance committee members by the governance committe members.

  * Requirement that approval of the Rules of Governance by the Initial
    Board be unanimous. If we can't get agreement amongst our 7
    self-elected members, then we deserve to reboot.

  * Removal of the clause that the rules of governance need to be
    approved at the first annual meeting, as posting the rules of
    governance to the general mailing list for discussion should give us
    enough feedback to know whether we are on the right course.

Anyway - I think it makes for an interesting comparison, and is useful
to have a more fully fleshed-out counterproposal out there.

As an aside, I would really like to get these discussions back on the
open-ils-general mailing list. I'm not comfortable with the amount of
closed discussion that we've been having on matters that are of
significant importance to the Evergreen community.
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