Governance Discussions

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This page is actually just what we need to document -- in one spot -- the trade-offs and discussions that took place in arriving at the bylaws. The hope (yeah, I know) is that subsequent boards can read this discussion, and not feel the need to churn the bylaws inappropriately. (Bylaws should change over time as the organisation changes, but not because a board does not fully appreciate the reasons for the existing bylaws.) --Geoff 21:59, 19 May 2005 (EDT)

Number of Directors

Geoff:

We looked at several alternatives, and felt 9 was the appropriate number; in a volunteer board, we can expect work and personal reasons to effectively sideline at least one director at any time, and a short period of not being available should not require a director to resign. The number is sufficiently large to ensure a breadth of experience and opinion. We hope it will also reduce the ability for a bloc to form, and will prove sufficient to help ensure that all board members remain focussed on the mission of the organisation and deal with each other in a mature way.

Trey:

Experience showed that a board of 7 was often close enough to get a unanimity on many issues, particularly when one or two members were absent, so that unanimity became a virtual requirement for all business. This is problematic, as it allows for one foot-dragger or naysayer to hijack meetings. Perhaps this is counterintuitive, but a larger board, with a greater diversity of opinion, has minority opinions often enough so that a strong chair will have to move to vote rather than continue to slowly grind towards a possibly nonexistent unanimous consensus. When that bias towards voting is enshrined, it allows for quicker, not slower, discharge of business. Trey 19:44, 17 Apr 2005 (EDT)

Removal of Directors

Geoff:

Sturgis expresses the opinion that the body that elected an officer must be the body that removes that officer. i.e. Only the membership can remove a director. This seems like an obvious principle (I know I've taught the importance of symmetry in enough programming classes.) The question it raises is how to deal with renegade and no-op directors.

It is important that the board cannot remove a director for other than cause, as this would generate a situation where the board could remove a director merely for dissent, and dissent must be allowed or directors would be in breach of their duty of care.

Length of Terms, Staggering of Terms

Geoff:

The discussion around length of terms brings up many issues: direct officer election, or board at large? Entire board elected simultaneously or staggered terms? How many years should terms be? Should there be term limits? How do we build and conserve leadership talent?

The reason most cited for avoiding staggered elections is that it significantly breaks momentum; the new directors must receive orientation/induction training, and must come up to speed with all of the issues being dealt with. This also may significantly affect the distribution of duties amongst board members. All of this would effectively halve the term of a board, causing directors to effectively serve two successive terms on two different boards.

The reason most cited for having staggered elections is that of board continuity. This problem is better solved other ways. The office/AMC (and the ED in particular) become major sources of organisational history and knowledge across boards. Board orientation training also addresses this. Finally, a formal leadership path can be useful here. Whilst there is no guarantee of a particular board member being re-elected, the reality is that it is highly likely to occur under normal circumstances.

The question of length of term is the other half of this problem. It was felt that two years represents the minimum practical term length in which significant works can be undertaken and contributed to by a board member. In terms of a long-term strategic arc of work for the organisation, there needs to be continuity of the board for a reasonable tactical period. (i.e. Anything less than two years leads to thrashing rather than progress.)

Number of Officers and Choice of Officers

Trey:

I'll take the blame here, at least on choice of officers. My philosophy of board governance is one of egalitarianism; I think that organizations that rely too heavily on the work of officers have lost touch with the principle of collectivism—that individual board members have power only to influence the decision of the Board as a whole. For that reason, I advocated that we only have those officers required by law, which would be President and Secretary/Treasurer. I, in fact, urged that Vice President be omitted, under the theory that the Secretary/Treasurer could take that role and that choosing an ad hoc chair for a meeting is trivial. Others felt that there should be a designee to take on that role in the President's absence, which is how we ended up with the three officers currently in Bylaws.

The omission of an Executive Committee—typically, a 3-4 member committee of officers empowered to act for the board between regular meetings—was deliberate. Boards that have powerful executive committees typically end up with the remainder of the Board, at best, acting as a rubber-stamp body for the actions of the Executive Committee; at worst, intrigue erupts as the non-Exec members second-guess or undermine the Exec's actions. Trey 19:45, 17 Apr 2005 (EDT)

Geoff:

This is a classic question. In many ways all positions other than President are superfluous. In an organisation with an office (or AMC), the office do all the work related to compliance and, given that a board only act as a unit, the board approve the reports/submissions.

The reality is slightly different. The President is intended to set an overall tone and direction for the organisation, and whilst all work is with approval of the board, there is no denying this effect (IMO). (The President works on a daily to weekly basis with the Executive Director, and this translates to setting the feel of the association as it moves forward.) In fact, not having such a leader can cause an organisation to stagnate. (This question is actually quite complex, and also must consider the long-term direction of the organisation, when it last changed direction, any current obstacles, and whether the organisation is part way through a major change, etc. -- for example). In this sense, the President's role is partly a visionary role.

On another axis, the President's role is primarily externally focussed. The Secretary and Treasurer positions, by contrast, are primarily internally focussed, and about managing order and process. Whilst the office will do the work, the oversight role is important. (This is the classic "entrepeneur versus manager" distinction.

It is this contrast in personalities, however, which means that in a mature board, the Secretary and Treasurer are of similar personalities and duties, and thus this can be consolidated into a single role, but that mindset and personality is significantly different to that of the President. At least, that's how the argument goes... --Geoff 23:31, 17 Apr 2005 (EDT)

President, President-Elect, and Immediate Past President

Geoff:

The whole issue of leadership continuity and succession planning and how it relates to a sitting board is interesing and non-trivial. In one very mature organisation that I spoke with during my evaluation of AMCs, they had a system where there is a long period where the President-Elect is effectively on the board. (Their succession meant a very formal path from board member to Secretary to President-Elect to President to IPP.) They also had the IPP chairing the nomcomm, and the chairs of the various standing committees as the members of the noncomm.

The position of Immediate Past President only makes sense (in our opinion) where the office of President is specifically elected, rather than appointed from the board at large. Similarly, in the elect-officers-from-the-board-at-large world, there is no meaningful concept of a President-Elect. Instead, we tend to view the Vice-President as the half-equivalent of President-Elect.

Continuity of the Board is something that we are not directly, explicitly addressing. Rather, our approach is to use the nomcomm to assist here.

Leadership Committee versus Nominating Committee

Geoff:

One of the questions that is raised (and was just above) is the whole area of "board continuity" and how best to handle it. One standard approach (and the one we are historically most familiar with) is the notion of a nominating committee which produces a slate of candidates for the election. This committee is an ad-hoc committee (created for a short-lived period to accomplish a specific goal) specifically tasked with creating a balanced slate of candidates that represent the combination of skills required for the board, given the overall organisational context (maturity, mission, current goals, etc.).

Another approach, as described in the previous section (President, President-Elect, and Immediate Past President), is a much more formal advancement strategy from committee to board to secretary-treasurer to president. This scheme also has clear merit.

The interim board chose to create a standing Leadership Committee, which performs the functions of the Nominating Committee, but which is also tasked with growing leadership talent in the greater community year-round, through guidance on the membership and chairmanship of other committees.

This question should be revisited regularly as the organisation grows in its operational maturity.

Procedure for Amending the Bylaws

Trey:

We had two extremes to observe first-hand in considering this issue: on the one hand, the USENIX Association, which until recently had such straightjacketing bylaws amendment rules, requiring member vote, that even totally necessary amendments were extremely difficult to get passed; and on the other hand, SAGE STG, which had such a free hand with bylaws that they were sometimes changed on a monthly basis.

Neither seems correct. Necessary changes—for instance, replacing New Jersey with some other state if operations move—should be readily achievable without requiring member participation. But the board alone shouldn't have carte blanche to mess with the Bylaws willy-nilly.

Thus we reached a compromise: the board alone can amend the bylaws, but only with an intervening comment period followed by ratification. If there is an outcry from the membership, the board has a chance to reconsider before ratification. But for trivial changes, it only takes a short period to get them codified.

One note about the allowance for proxies: in general, proxies are a very bad idea, because a) it reduces the requirement for participation, and b) it is in conflict with the idea of free exercise of democracy. The former is obvious, but I'll explain the latter: let's say you've proxied your vote, in the affirmative, on a forthcoming motion to buy some property. If, at the meeting you cannot attend, I amend the motion—say, to buy some other property, or even to insert the word "not" somewhere!—how should your proxy be used? The existence of a proxy cannot bind those present to vote up-or-down; on the other hand, interpretation of a proxy's intent is not business a board should be getting into.

But in this one case, proxies were allowed because a ratification, by its nature, is up-or-down; amendments are not allowed. And given that, the increased participation available via proxy seems like a reasonable allowance. Trey 20:02, 17 Apr 2005 (EDT)

Geoff:

Everything Trey said, with one additional clarification: The system we chose acknowledges and deals with reality; a meeting cannot reasonably know in advance when an item of business will require a bylaw change. Thus the bylaw change can be proposed at any meeting during the course of normal business. But not all directors may have been present at the meeting, and so it is appropriate to freeze the amendment as approved by that first meeting and, subject to normal notice considerations, ratify the decision at a subsequent meeting, thus giving all directors an opportunity to cast a vote on the change. This prevents an item being considered by a board bloc, and ensures that every director can meet their due care obligations. --Geoff 23:10, 17 Apr 2005 (EDT)

Timing of Terms, Elections and General Meetings

Geoff:

The current discussion is about the these three topics and how they interrelate.

It is good to have a well-known term of office. Something like July 1st to June 30 (2 years) is easy to get.

Our problem is that the annual conference (presently LISA) moves around. Is it more important for the NomComm to have the opportunity to hold a meeting with the members to discuss the forthcoming elections and the responsibilities of running for office, or for those members who are at the annual meeting to have a chance to meet the candidates? Is having a candidate forum in November too early for elections in March, for a board that will take office in July? It would mean that the election process would start 9 months before the new board took office!

Trey:

Another issue is that boards usually have an orderly transition as part of a meeting; it would be foolish to assume that a meeting of at least 10 busy people could take place on the same date every time.

At one point—not sure what the Bylaws state at the time you're reading this—the draft said "[the] election shall be held no earlier than 22 months and no later than 30 months after the prior election." The idea here was to allow for the changing timeframes of LISA and/or other events to be considered in the timing of election.

In the past, nominations have opened prior to LISA and closed shortly after. That allowed for a candidates' forum to include participants who had already decided to run, while giving a chance for the NomComm to find more in case the slate was sparse.

In general, candidates' forums have been well attended—but only "well-attended" from the point of view of a LISA BoF. If you assume that virtually all attendees would be voters, my guess is that perhaps 5-10% of the electorate have attended. This may or may not have bearing on the tradeoffs here. Trey 19:26, 17 Apr 2005 (EDT)

Why Sturgis?

Trey:

You may be wondering why we settled on Sturgis, rather than Robert's. Again, my idea, my fault, so I'll explain.

It's undeniably true that most organizations adopt Robert's. It's also undeniably true that most organizations don't even come close to following Robert's. It seems absurd to me that a board adopt a set of rules that they have no intention of using. Robert's is in most cases too heavy a rulebook for a board to use. For instance, a firm adherence to Robert's would mean:

• The President can only vote to break a tie
• The President cannot speak on non-procedural matters at all
• No one can speak three times on the same matter
• Each speaker is limited to ten minutes total on any matter

I don't think I've ever seen a board that operated under such requirements.

What often results is a streamlined, "mini-Robert's" of the board's own devising. You'll hear exchanges like the following:

• Member A: "I move that..."
• Member B: "Second!"
• Chair: "Discussion?" Discussion ensues.
• Member A: "Question!"
• Member B: "Second!"
• Chair: "Question has been called, all in favor?"
• Members: "Aye!"
• Chair: "Opposed?"
• Other members: "Nay!"
• Chair: "In the opinion of the chair, the ayes have it--"
• Member C: "Division!"
• Chair: "Division has been called. All in favor, show of hands... all opposed, show of hands... by a vote of 5-4, the ayes have it."

Did you follow what just went on? Most importantly, did the motion just pass? The answer is no—not yet; all that's happened is that the board has agreed to vote on the motion! This whole process took at least a couple minutes, and it's the streamlined version of Robert's.

Sturgis is far lighter-weight, and it is actually rather close to what boards really do: discuss, move, vote, with the chair exercising great latitude to move things along. Trey 20:31, 17 Apr 2005 (EDT)