
swatjester at gmail
Jun 28, 2008, 4:40 AM
Post #4 of 6
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Re: Clarification on order of appointment of chapter and nomination committee derived board members.
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Maybe I'm missing something, but where was this nomination committee announced? I'm not seeing a foundation-l thread with that title. This was an amendment to the bylaws? -Dan On Sat, Jun 28, 2008 at 6:44 AM, Jussi-Ville Heiskanen <cimonavaro[at]gmail.com> wrote: > 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 > > > _______________________________________________ > foundation-l mailing list > foundation-l[at]lists.wikimedia.org > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l > -- Dan Rosenthal _______________________________________________ foundation-l mailing list foundation-l[at]lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
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