On 4/28/07, Ray Saintonge <saintonge(a)telus.net> wrote:
One of the challenges in writing the by-laws is the structure of the
Board of Directors.
1. How big should the Board be? If it's too big it may not be able to
do its work efficiently; if it's too small there may not be enough
people to do the work. The Foundation board started with five members
but has needed to expand since it was established.
My opinion is that the board should start as small as possible legally, with
room to grow without amending bylaws if possible. When we are bigger, I
could see the need for 10 or 12 board members, but 5 or so is probably more
then enough to start with.
2. How do we best integrate regional and provincial interests.
Eventually we should support the growth of
sub-chapters but that could
take a few years before it can be accomplished across the country.
These sub-chapters can be represented at the federal level. Few people
outside of Toronto would want the board to be Toronto dominated.
Well, I think it would be fantastic if we can get a broad-based board. I
think _any_ board should take into account things going on across the
country, regardless of where board members are geographically located. I
haven't heard anything about long-distance board meetings, so that is
another thing that goes into the "ask a lawyer" list.
3. How do we choose directors? A few should probably be appointed to
bring desired skills to the Board, but they should
remain a minority.
How many should be chosen by the general membership, and how? How many
should be chosen by the online community. Can non-Canadians participate
as members of the online community?
I'm not sure we need appointed members, but that is just my opinion. I think
that most board members should be chosen out of the general membership, and
should have the same restrictions that general members have. I think we
touched on staggered terms already.
One point I want to make is that "the board" doesn't have to do everything.
They will be legally responsible for financial and policy decisions, but we
should encourage the general membership to help with many if not most tasks.
There is lots we can do, and even a very large board will have trouble
getting things done if they are the only ones doing things.
Gerald.