[Evergreen-governance-l] Basic rules of governance draft

[Steve Wills]

Will some of the folks who have served on more non-profit boards than I have help me with section 2.7?  

Is it common for ethics and conflicts of interested parties to be exclusively self-governed?   I am wondering if there should be a section (b) that describes how other board members, say three of them, might be able to assert an need for conflict resolution.  From what I have been reading, the IRS 990 asks if such a policy exists but it is unclear if it is required or just a good idea.

Thanks,
Stev3
________________________________________
From: evergreen-governance-l-bounces at list.georgialibraries.org [evergreen-governance-l-bounces at list.georgialibraries.org] On Behalf Of Dan Scott [dan at coffeecode.net]
Sent: Wednesday, March 02, 2011 10:45 AM
To: Lori Bowen Ayre
Cc: Evergreen Governance; Bradley M. Kuhn
Subject: Re: [Evergreen-governance-l] Basic rules of governance draft

On Wed, Mar 02, 2011 at 07:13:41AM -0800, Lori Bowen Ayre wrote:
> Dan,
>
> Minor correction.  In 2.5, you say "Foundation Board" instead of just
> "Board."

Thanks! Will correct for the next revision.

> In Section 2.6 " "A majority of the Board constitutes a quorum for the
> transaction of business. " confuses me.  Does this mean we have to have at
> least half plus one of EVERYONE on the Board in attendance to make a
> decision?  And then if we do, majority rules?

I think that's the definition of a quorum, yes. You don't want a Board
meeting with just two attendees to be able to make decisions, I think,
so we need to define that somewhere.

> Jim, I don't see any conflict with 1.3 and 2.1.  I read that as the
> committees are empowered to make decisions but can call on the Board if they
> need help.

That's my reading; it's a consistent position between 1.3 and 2.1 that
the Project is effectively decentralized in nature and that the Board is
the decision-making body of last resort.

> This does suggest that we might need to (eventually) determine how these
> committees are established and empowered to make decisions on behalf of the
> community. Or, perhaps it would be wise to recognize the committees that are
> established as of now and leave that up to the next version.  I don't think
> we want this Board in charge of what working groups can emerge and who can
> run them.  Seems like a larger discussion for the community to be involved
> in and it may be just as well to let the needs emerge.

I agree with the latter sentiment; I think it's premature to try to
formalize what is an essentially organic process. People rally around an
area that they want to tackle and improve (web site, docs, code,
marketing, testing), if the resources are available. Perhaps if the Board starts
to build a warchest of funding, there might be options for the
Board to initiate efforts in areas where the community currently lacks
the will or resources, but currently it's a bottom-up effort.

> So, I'm in favor of naming the current committees in this document and
> leaving the formation of more committees to the next round of decisions. We
> may then need to decide what an official committee is versus a task force
> versus interest groups and whatever else we realize we need.

I'm not convinced that we even need to name these committees in the
document itself. If the Communication team/Web team/Website group are
off happily improving the Web site, how does naming that committee in
the Rules of Governance help them or the project or the Board? I
understand the desire for understanding who is doing what work in the
community, or where there are gaps, but I'm not sure that writing that
into the Rules of Governance is the way to solve that problem.

> And, shouldn't there be a Developers committee too?

I did mention in 2.1 the "Developer Team" as one of the recognized
community leadership groups.

> How about this...could have a "Board Advisor"  or "Board Liaison" on each
> committee as a way to keep the Board and committees linked but autonomous
> enough to move committee work forward without having to get official
> permission from the Board?

That seems like a very top-down structure, which runs counter to the
decentralized getting-things-done nature of the project. In my opinion,
the point of the Evergreen Community meetings is to enable all parts of
the community to communicate their efforts with one another and identify
areas that need improvement or collaboration across working areas; to
date, each working group/committee has done a pretty good job of finding
a representative to report on their efforts to the Community, and has
been publishing their agendas / minutes in an open and inviting way for
others to join in and understand what they working towards. The Board
should certainly be a participant in the Evergreen Community meetings;
but I think it would be a duplication of effort if committees were
expected to report to the community and also report separately to the
Board.
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