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

[Watson, Sylvia]

Without commenting one way or the other on the substance of Dan's proposal, I would like to ask a few questions and make one comment.

How does one get onto the Evergreen general mailing list?  Who controls the mailing list and are comments moderated; if so, by whom?  I'm not trying to imply anything, I'm just genuinely curious.  Other than Galen and Dan, are the governance committee members on the Evergreen mailing list?  I know the Indiana members are not and did not even know about the e-mail list until recently.  What would be the plan to ensure that all the various interested stakeholders know of this list so they can participate in the board nominations and voting if they so choose?  Is it every Evergreen community member for him/herself to figure it out or will someone be responsible for outreach and getting the word out about the e-mail list?

I would also like to express a point of view regarding the requirement of unanimous votes.  Requiring unanimous votes gives a lot of power to one individual on the board/committee.  Which means the majority's will is not always done.  Rather, the minority has total control.  What if 6 of the 7 board members want to expand the purview (stated purpose in the bylaws) of the Foundation, but the 7th doesn't.  That one person has the ability to stand in the way of the Foundation's forward progress.  I understand the goal is to prevent abuse, but I would argue that abuse is more likely to occur if one person has that much power.  The requirement of a supermajority is, in my opinion, sufficient to represent the will of the Evergreen community and inhibit abuse.  As Dan points out, these people have been voted in by the community and, theoretically, collectively represent the will of the community.

There are a number of us representing competing interests and because of that the group has been unable to come to a unanimous consensus on several important issues.  I would argue that the only way you are going to get unanimous votes or unanimous consensus on major issues is if you have all members of like minds, and if that is the case then the board/committee is likely not representative of the various stakeholders.

Sylvia

From: evergreen-governance-l-bounces at list.georgialibraries.org [mailto:evergreen-governance-l-bounces at list.georgialibraries.org] On Behalf Of Lori Bowen Ayre
Sent: Thursday, October 21, 2010 6:25 PM
To: Dan Scott
Cc: evergreen-governance-l at list.georgialibraries.org
Subject: Re: [Evergreen-governance-l] Draft rules of governance for a more focused Foundation

Dan,

I like what you've done.

One potential correction...you specify the Initial Board will be 7 people that this group elects but then later in the document you state that the Initial Board will be everyone on Addendum A.

Lori

P.S. Yay to "Foundation Board" instead of "Oversight Board!"
On Thu, Oct 21, 2010 at 1:50 PM, Dan Scott <dan at coffeecode.net<mailto:dan at coffeecode.net>> wrote:
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<mailto: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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