[Foundation-l] Volunteer Council - A shot for a resolution

Thu Mar 13 21:29:23 UTC 2008

Florence Devouard wrote:
> Ray Saintonge wrote:
>   
>> Ziko van Dijk wrote:
>>     
>>>> way to get the views of the community heard. Whether the board will be
>>>> bound by the decisions of the council or not (and if they are, in what
>>>> areas) is one of the details that people disagree on.
>>>>     
>>>>         
>>> The size of the council would be a detail, but the character (advisory /
>>> decision-making) is the main question. I do not want an organ that has a
>>> voice but no responsibility.
>>>       
>> That's a reasonable concern.  It's clear that the Board cannot do it 
>> all.  We would want to develop a reasonable division of responsibility 
>> between Board and Council.  Some of the relative responsibilities seem 
>> obvious: The Board would still have essential control over finances, 
>> hardware and legal affairs; the Council would be more concerned with 
>> community matters, and the very broad threads of policy.  What the 
>> Provisional Council needs to establish between the time it is named and 
>> the time it becomes a fully functional council is that it is capable of 
>> responsible decision making in the way it runs its affairs.  Whether it 
>> can should be evident in its September report.
>>
>> Ec
>>     
>
>
> This said...
>
> If we set up a council to deal with community affairs, and mostly let 
> the board to deal with finances, hardware and legal affairs..., I am 
> sure it occured to you that most community members do not have much 
> expertise with regards to finances, hardware, legal, audit etc... 
> considerations.
>
> This would suggest that the board could evolve to be a body essentially 
> populated with professionals rather than community members.
>
> With the co-existence of two bodies, both with a decision making authority.
>
> If so, the important question then left is essentially, what should be 
> under the authority of who ?
>
> With a bunch of minor questions such as
> "how does it fit with the usual structure of a US based Foundation"
> "how does the ED deal with two bodies rather than one"
Very much so.  This is why I would want to go into this process without 
any preconceived notion.

I don't completely dismiss the possibility of the Board as a 
professional body, but you are right in saying that most community 
members are totally without expertise on this.  How often has it been 
that you have raised important issues on the list only to have no 
response at all?  We still need community members to serve on the Board; 
maybe we can be more selective in determining who is eligible to run for 
the Board.  There are serious implications to a professional Board, not 
the least of which is a technocratic vision of governance.  Working 
together is a great thing, but I get the impression that the European 
Union these days has more to do with a system of bureaucratic 
efficiency, than with the wishes of the elected members of the European 
parliament.  In copyright issues alone it is disconcerting when 
directives of a central bureaucracy, can force popularly elected 
national governments into compliance with rules that may not be to the 
greater benefit of the population.  We can learn a lot from these models.

I think that the most important aspect of the division of labour is to 
avoid situations where the Board is required to give answers that would 
put it and the entire operation in jeopardy.  The Board still must 
retain legal authority, and whatever that implies.  No power can be 
given to the Council without approval by the Board; even joint 
responsibility for by-laws cannot come into meaningful effect until the 
Board has passed an amendment to allow it. After the by-laws have been 
amended to recognize Council powers that could change.  The Board will 
certainly be free to adopt or reject all or any part of the proposed 
September report. It must reject any recommendations in that report that 
are irresponsible.

I don't see a lot of problems with US foundations law in relation to 
this initiative.  Nevertheless, before that can be properly analyzed, we 
need to know what we want.  The Provisional Council is pretty safe 
because its substantive powers will be essentially limited.to 
reporting.  Once we know what we want, then we examine the law for any 
impediments, and look for alternatives that could work legally.  Perhaps 
Mike can comment if he knows of any legal prohibition against two-tiered 
governance structure.  Most legal issues would likely remain within the 
jurisdiction of the Board anyway.

The ED's role should not need to change at all.  She would continue as 
an employee of the Foundation.  It is up to the Board to determine the 
extent she could accept instruction from the Council, or whether one 
person should be designated and budgeted to operate a Secretariat for 
the Council.  What needs to be absolutely avoided is a situation where 
the ED must decide between separate contradictory orders for the Board 
and Council.

I hope these comments help.

Ec