Andrea Horbinski 2015 Q&A: Other Questions, Group 1

What kind of training would you like to receive for the position of Board member, if you could get any?

Well, I got a great deal of on-the-job training from being an OTW director for the past three years, and I got something of the advanced course in the same from joining the Board of the Ada Initiative, which is and was extraordinarily well-run. If I compare what I know now with what I didn’t know in October 2012, I think the most important thing I didn’t know and/or wasn’t told was the nature of the board’s role of governance, which at the time was something people who were already on the board didn’t really talk about. I think a lot of the decisions the board struggled with then and in my first year would have been a lot clearer had we all been much more conscious of our responsibility to the OTW’s mission as such. In the short term, I would recommend that everyone be familiar with what non-profit boards do and what their responsibilities are (the National Council of Non-Profits has some good resources on these matters, but there are a lot of sites that discuss them) and that everyone read and understand the OTW bylaws (ours are a bit complex, but it’s okay to be confused by the legal language and to ask questions about it!). I also hope that beginning with next year’s election we’ll be able to onboard new directors with a global overview of the organizational finances, which we don’t currently have the structure to do but which we are working to put in place as soon as possible. I would also recommend that people be familiar with the way the Wikimedia Foundation and Wikipedia operate, as in many ways that organization and project are now our closest comparisons, which puts OTW in an unusual but quite positive position among non-profits.

The Board originally had 7 members. This number was raised to 9 when we realized 7 members weren’t enough to manage the OTW efficiently, then lowered again to 7 due to low participation. As it stands, this election would bring the Board to a total of 5 members. Considering the number of candidates in these elections and the growth of the org so far, what are your thoughts on the number of Board seats?

It’s not really accurate to say that the number of seats was lowered due to low participation. The Board decided this year to lower the number of seats back to the original seven because the decision to expand to nine had been made to deal with the workload imposed by the liaising system. Over the course of the last two years we’ve pared liaising back radically and are on course to phase it out entirely in accordance with the strategic plan, and since we elected three directors last year, switching back to seven seats this year enabled us to elect two directors this year and next year, thus restoring the original three/two/two seat election cycle with no extra effort. Another reason was that we do share the concerns about the Board being radically asymmetrical relative to the rest of the organization–which is to say, an official complement of nine seemed to be too many relative to the OTW’s current size and structure. Furthermore, having contested elections is a goal in the strategic plan and reducing the number of seats made that more likely. I voted in favor of reducing the number of seats to seven and I think it’s an appropriate number for all the reasons stated above. For now, I think five directors next year will be just fine, assuming the Board doesn’t appoint anyone to one-year terms, and that increasing to a full complement of seven after that should also be fine. I would advise seeing how things go with an actual full complement of directors for at least a few years before contemplating further changes, but since the number of seats is ultimately at the Board’s discretion, there’s nothing barring future boards from changing the number of seats again should they deem it appropriate.

What do you feel is your responsibility if the Board you are serving on is poised to make a decision that you believe to be ethically or legally questionable? Conversely, how would you respond if one of your fellow Directors raised similar concerns about a decision you supported?

I’m struggling to come up with a scenario for a “legally questionable” decision–either a course of action is legal or not (and in any case, like the man said, “whenever there is any doubt, there is no doubt”), and the Board routinely consults with our organizational counsel about prospective decisions, so this scenario really does seem unlikely to me. Our decisions are between legal courses of action with different benefits and risks to the organization. That said, if the rest of the Board were poised to act illegally after I had done my level best to convince them otherwise (which I think unlikely, given that acting illegally is not in the organization’s best interests to say the least), the only choice is whether to resign in protest before, if necessary, becoming a whistleblower. The question about ethically questionable decisions is murkier, but has essentially the same response: am I willing to stay despite the Board making a decision I find unethical, or is it of sufficient gravity that I feel compelled to resign immediately in protest? Which is in the organization’s best interests, in my judgment, and where is the balance between them and my own need to act in accordance with my principles and to have my efforts be worthwhile? Ethics are ultimately a case-by-case proposition, since they’re for what you do when you’ve found the devil in the details of particular circumstances, so I can’t say any more specifically than that. The answer to the converse is simple, however: listen to them seriously, with an open mind, and do my level best to seriously question my own intentions and judgment in the light of their concerns. Based on the results of that examination, I would either conclude that I was wrong and change my mind, or not.