Atiya Hakeem 2015 Q&A: Powers of the Board

Currently, there are no checks on the power of the Board outside the Board itself, since the Board can change the OTW’s bylaws without approval from anyone else. If elected, would you support adding non-Board checks on the Board’s power to the bylaws? If so, what types of checks would you support? If not, why would you not support any checks?

I would strongly support editing Article IX of the OTW bylaws to remove the power of the Board to unilaterally make bylaw changes. Currently, there is nothing whatsoever to stop Board from making changes to directly or indirectly affect the process and outcome of the election (for example, changing the number of seats available). I find that very troubling, and a reminder that a Board could do a great deal of harm to the OTW if a majority of directors were unethical or incompetent.

I would support making so that for changes made according to Article IX, section 2, that beyond the current 2/3 majority vote by the Board, a further vote by a quorum of OTW staffers be required.

In accordance with Article VI, Section 1 of the By-laws, the President (and any other Officers) can be appointed at majority will of the Board without being Board members themselves. What are you thoughts on major players and representatives of the Org being chosen without the approval and confidence of the general Org electorate? Do you believe this leaves those roles vulnerable to being filled by unqualified persons? How would you as a Board member work to ensure Officers were qualified for the positions they held?

I think as a start, it’s important to have good documentation spelling out the required qualifications and responsibilities of any officers. Those officers, like directors, should be held accountable to the OTW’s volunteers.

However, when it comes to selection, I think, as for committee staff selected by chairs, it’s necessary to choose good leadership (in this case the Board) and trust them to select competent officers. So to get competent officers, we should start by working on procedures to make it more likely to get competent directors.

The Board approved in August 2015 a change in the OTW bylaws that would allow Board to remove any Board member, with or without reason. Under what, if any, circumstances do you believe this should occur?

I do not believe it should be possible to remove a Board member without reason. I think it encourages the formation of factions and is likely to stifle healthy dissent. In the extreme case, in an election such as the current one, the incumbent Board members could immediately vote out an incoming elected director if they so chose. Setting up a circumstance in which the Board can overrule the electoral choice of the OTW’s members simply because they don’t care for the candidates chosen seems to me a terrible idea. Sometimes, change is necessary, and we need to ensure that things are not set up to prevent it from ever happening.

I do, however, believe that it is important to be able to remove a director with cause. (Obviously, this couldn’t be done with the Board itself as the judge of whether there was cause, due to the inherent conflict of interest.) I think that the duties and responsibilities of directors should be spelled out, and repeated violations of these would be cause for removal. Items I would consider valid causes for removal would generally include prolonged or extremely frequent absence or inactivity, abusive behavior towards Org volunteers, or, most urgently, violation of the director’s fiduciary duty to the OTW.