Atiya Hakeem 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?

I get the impression, from past director comments, and a lack of information to the contrary in the Board section of the Internal Wiki, that new directors do not receive much in terms of training. If that’s actually the case, it’s something that should urgently be changed. We require the OTW committees to have training plans, and in my experience the productivity and morale of incoming volunteers is strongly affected by the effectiveness of the available training.

I think new Board members should get, at minimum:

  • Training as to the duties of the Board and the tasks for which directors are responsible, as well as the procedures used in making decisions on different types of issue (for example, committee proposals, budgets, personnel issues).
  • An explanation of the tools currently being used by the Board.
  • An overview of our current financial situation and accounts, and a basic understanding of how we keep the books.
  • An overview of approved and pending proposals from the OTW’s committees for the past year.
  • A briefing from Legal on the legal responsibilities of directors and any Org-specific legal issues that should be kept in mind.

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?

I think 7 is a reasonable number. 9 seemed difficult to fill, and is a more cumbersome size for a meeting. However, I think 5 is clearly too few. Having so few directors means that the temporary absence of even one is a major workload shift, and five is a very limited number of points of view. I also think restricting the number of directors to five for another year as part of the change from 9 to 7 is short-sighted, particularly given the abundance of candidates available.

One other issue I think needs to be clarified is how many directors constitute “⅓” or “⅔” of 5 or 7. These fractions are important, since they appear several times in the bylaws (for example, in Article V, which determines the minimum number of seats up for election each year), and are open to interpretation depending on whether one rounds the number up or down depending on the fraction, or simply truncates it.

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?

If I thought a decision was legally questionable, I would consult with the OTW Legal committee; I would certainly hope that Board would be guided by their opinion on the matter.

If I felt something was ethically questionable, it would be my responsibility to argue strenuously against it to the best of my ability. I think one important change to help reduce the likelihood that directors will engage in unethical behavior is to increase the openness of Board deliberations. Not only may concerned individuals outside Board have useful perspectives on the ethics of a decision, having to publicly own their positions should put pressure on directors to consider those positions more carefully.

As a director, I hope I will be able to benefit by receiving input not only from my fellow directors, but also from the rest of the Org’s volunteers and from OTW members. If concerns were raised as to the ethics of a decision I supported, I would of course consider them in depth to see if they had merit. Hopefully such concerns could be received before the decision was finalized; if not, it might be necessary to work to reverse it.

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.

Aline Carrão 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?

I believe the main points that effective training for board members should cover are OTW structure, committees and tools; board’s responsibilities and role; board’s internal procedures and communication; and an overview of finances, bylaws, and legal and ethical responsibilities related to being in the governance of a nonprofit organization.

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?

I believe the lowering of the number of seats back again may have been a premature move, especially considering that current and past board members have stated that the workload is too much. I also believe that having different parts of the OTW represented in the board is beneficial to the organization. Other than that, it’s hard to do a more informed analysis of what number would be ideal without having experienced board’s day-to-day work. Maybe seven will be enough to achieve a good work distribution; maybe we do need more people. It’s hard to say from the outside without access to the actual workload. Regardless, having only five directors this year will undoubtedly mean a short-staffed board next year.

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?

Any kind of decision that could be considered ethically or legally questionable needs to be immediately halted, questioned and reevaluated. This would be a serious breach of the responsibilities one has as a board member, with the potential to jeopardize the entire organization. There are no circumstances under which this should be tolerated.

Alex Tischer 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?

To begin with, I would love an actual description of Board work. Even a regular task listing would do. It is not really possible to come up with things I’d like training in without knowing what the job entails. We’re told that Board members spend up to 40 hours a week doing Board work, but what any of that might entail is impossible to guess, since the output of decisions, minutes and statements definitely doesn’t support that claim.

Speaking hypothetically, I assume a refresher course on people management skills as well as time management and the basic concepts of finance management and possibly some non-profit governance training might be a good idea. A crash course on the structure and working of our org in particular might come in handy. Knowing which committee does what and whose purview each thing is could be very useful.

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?

I think while 7 is possibly an adequate number, 9 might still be better for practical reasons like not complicating the vote counts with fractional people. I do think that a year of only 5 members is a bad idea and would have prefered it if the other seats were up for election for a shorter term. The bylaws determine that at least one-third of seats should be up for election each year. That’s at least 2.3 people considering 7 seats. We really could have more than two seats open this year.

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?

If the Board I were serving on was poised to make a decision that was ethically or legally questionable, I would feel it my responsibility to mention that fact. Talk it through. Make sure that as much of the discussion as possible is in the open, so other people can see and give feedback. If it came to a vote and I was outvoted, I would make very sure that the minutes and any public talk about the decision included a mention of my disagreement.

If one of my fellow Directors raised similar concerns about a decision I supported, I would take a step back and think the decision through from the beginning, double checking that all points are clear and no questionable arguments had slipped in. Maybe even postponing the decision and having another round of discussion in public to observe how the subject is perceived by others outside the immediate echo-chamber of likeminded Board Directors.