[Foundation-l] Clarification on order of appointment of chapter and nomination committee derived board members.

Sat Jun 28 10:44:23 UTC 2008

Before getting into the specific issues, let me
thank you for the expeditious reply. I am super
glad I asked for clarification, because I was
indeed under sore misapprehension about many
things, and will indeed need to read the text
of the relevant documents more closely in light
of what you have said. Thank you.

But to get back to the issues, your answers
suggest to me some other useful clarications
which could be made...

Florence Devouard wrote:
> Jussi-Ville Heiskanen wrote:
>> If I understand it correctly, we will now have:
>>
>> 1. board appointed trustees who will derive
>> from chapters recommendations.
>>
>> 2. board appointed trustees who will derive
>> from a nomination committee headed by Sue
>> and containing two trustees (minimum) and
>> any number of others.
> 
> Where did you get the idea that the nominating committee was headed by Sue ?
> 
> What does "headed" mean anyway ?
> 
> According to the changes of bylaws (the bylaws were not updated on the 
> foundation website by the way), the resolution says
> 
> "(E) Board-appointed Trustees. Beginning in January 2009, four Trustees 
> will be appointed by the Board from a list of candidates selected by the 
> Nominating Committee. The Nominating Committee shall be appointed by the 
> full board and shall include as members (i) at least two Trustees 
> selected during the prior July's community or chapter selection process, 
> and (ii) the Executive Director. The Nominating Committee may consist of 
> any number of members, including former Trustees and external experts. 
> The Nominating Committee shall select candidates by October 15. Both the 
> nomination and the appointment of Board-appointed Trustees shall be 
> conducted consistent with the provisions of Subsection (A), above, and 
> with applicable state or federal law. Board-appointed Trustees must 
> resign from any chapter-board, governance, chapter-paid, or 
> Foundation-paid position for the duration of their terms as Trustees. 
> Trustees selected by the Board under this subsection shall serve 
> one-year terms. The Board may reappoint a Board-appointed Trustee from 
> year to year, for successive one-year terms.
> 
> I would recommand avoiding to call that committee "Sue's committee". It 
> just is not her committee.

Good to hear that, loud and clear. Perhaps I am
not the only one who finds that a useful note.

Perhaps I just thought it would be natural that
Sue would have the best expertise to judge
expertise in others, and extrapolated the
formal structure of the committee from that.

> Second, this nominating committee is "nominating". Not "approving" 
> members in the name of the board. The idea behind this committee is that 
> it should identify which expertises are missing on the board (and 
> surely, the ED can help in that process), then identify individuals who 
> could fill up that gap, and last, inform the board of the gap, and then 
> provide them with the names recommandation.

Hmm. So the committee describes the remit
of each seat, and then suggests a number
of candidates for each seat, for the
board to pick from, with one name as
a recommendation?

Or describes the remit, then submits a
list for the board to comment on,
and based on those comments a single
recommended person?

Specifically, will each person be an
answer to a particular gap, or is it
possible to have a person fill several
needs?

Is the board also in this situation
limited to "only in highly special cases"
not appointing whomever the committee
recommends?

>> 3. board appointed trustees who will derive
>> from some form of community election managed
>> by a board election administrative committee.
>>
>> 3. board appointed trustees who will derive
>> directly from the board itself (to replace
>> resigned board members during their term).
>>
>> I have a few questions :-)
>>
>> * * *
>>
>> First, what precisely is the way in
>> which it is decided who will serve on
>> Sues nomination committee?
> 
> Consensus decision amongst the board.
> My personal opinion right now would be Mike, Jean-Bart and Wing as board 
> members.
> 
> 
>> Will the workings of it be public? In
>> part, in whole, or not at all?
> 
> I suspect it will not be public; and I suspect it will be decided on the 
> 16th of July (at least, I put it on the agenda).
> According to the bylaws, it should include Wing.
> Logically, it should include the Chair (intuitively, every board 
> committee should include the chair...).
> And I'd say Jean-Bart has proved good to deal with such things and is 
> well placed, as an appointed member, to help on that process.

Thank you for clarifying that.

>> Will the committee internally operate
>> by vote, or is it merely there to advise
>> Sue on how to choose who to recommend
>> to the board?
> 
> It would be extremely wrong that the head of staff be the one 
> recommanding her future boss...
> The way I understood it, Sue would play an important role in identifying 
> the gaps and suggesting names, but have no more authority in the 
> recommandation process than any other committee members. I also hope 
> (because it would be very poor process) that she will NOT be the chair 
> of that committee. From a pure governance point of view, that really 
> would seem strange to me.

Thank you for clarifying that.

>> * * *
>>
>> Secondly, would it be a good idea to
>> either formalize as some form of
>> resolution or bylaw that when the
>> board directly appoints a replacement
>> to a community election derived trustee,
>> that the replacement would be in some
>> form "of like demeanour".
>>
>> This is a vague and open question, but
>> I will leave it that way, deliberately,
>> to allow a wide range of approaches of
>> responding to it. 8-)
> 
> I do not understand the question...

I'll try to clarify it just a little bit.

I am asking whether the board should be
totally free in replacing a resigned
trustee who may for instance have a
mandate from the community? For instance
to choose somebody who is totally outside
the community?

>> Lastly, is it conceivable that we may
>> have a situation whereby Sues committee
>> will have returned its recommendations
>> before the chapters have returned theirs
>> and the trustees derived from Sues
>> committees recommendations will decide
>> on whether or not to appoint whoever
>> the chapters recommend?
> 
> 
> I am not 100% sure what the question means...
> But you seem to be mistaken on the process.
> 
> Step 1: the chapters must present a process to the board, where upon 
> they will choose their reprensentatives. Note that this process is not 
> "set in stone", it may change over time. The chapters may decide that 
> "this year, the presidents of all chapters will collegially choose 
> someone". The chapters only present the process and the board approve 
> the process
> 
> Step 2: the chapters come up with the names of representants
> 
> Step 3: the board studies if there is something wrong with these 
> representatives and may choose to refuse (but they better come with a 
> GOOD reason to do that).

Thank you for the clarification.

> So, the board does not really decide to appoint or not the names 
> recommanded by the chapters. They accept them, but have a window to 
> oppose them if there is a really good argument to do that.
> I'd say that if it ever happens, we would probably enter in a sort of 
> civil war, so it better not happen. That certainly would be a super red 
> flag, indicating that the board of WMF has gone in a very very wrong 
> direction and  chapters are trying to save the story.

Thank you for this opinion.

> 
>> That is, to drive the point of the
>> question to the ground; is it possible
>> that "experts" will ratify the selection
>> of community trustees (accepting here
>> implicitly that chapter recommended
>> board appointed trustees are community
>> trustees)?
> 
> It is not the responsibility of the nominating committee to appoint 
> chapter representants. Period.
> 
> There is nothing wrong in suggesting that the nominating committee might 
> recommand the name of a person previously recommanded by chapters and 
> refused by the board. I guess that would be a second rather serious red 
> flag.
> 
>> Yours,
>>
>> Jussi-Ville Heiskanen
> 
> The big question is as to whether chapters will come up with names 
> before the 15th of october... Do you feel like leading the process to 
> speed up the proposition of a procedure Jussi ?

Hmm. <peers apprehensively at the cup before him>

Let me think upon that for just a bit.

Yours,

Jussi-Ville Heiskanen