Margaret MacRae – Elections Q&A (Part 1)

1) Being an OTW Board member is a time-consuming job. What do you think should be an average day in the life on an OTW Board member? How much time do you think you can dedicate to OTW Board work each day? Describe a handful of standard activities you believe you should do on a daily basis.

Well, first, make sure that I have responded to any emails that I have received even if its just to say, I got your email, and I will get back to you by X date with a response. Second, attend any meetings that I have agreed to attend. Third, complete any tasks that I said that I would do. At a certain point, my belief about my duties is irrelevant, and this is why we as an org need to clarify the Board’s purview and the duties of director. As a director, the entire org is my boss, and the org should define what my job duties are. It’s no different than my meatspace boss telling me that part of my job involves writing case notes even though I find them boring. Of course, I may decide that I do not want to be a board member based on what the org tells me I have to do (right now I think its far too vague what the org expects from the Board), but that is a different issue.

2) What does the org’s expectation of Board members’ respect for confidentiality mean to you? Where would you draw the line when talking about internal org matters with friends and acquaintances via IM, email, locked DW/Twitter/etc, anon memes, or in person?

Confidential information stays confidential. I realize that sounds simple, but in many ways it is that simple for me. While I am not the org’s lawyer, or functioning as a lawyer when I am on the Board, as a lawyer I am still bound by professional rules. Almost everything that I do professionally is confidential. Additionally, the Board, or a Board member, revealing certain confidential information could be a violation of its fiduciary duty. I am happy to go into more detail about this with you, but for me, confidentiality is one of the simpler parts of being a Board member.

3) Since 2011, there have been no contested elections for OTW Board. The fact that an OTW Board position has at this point essentially become a “you want it, you got it” position undermines OTW’s legitimacy externally, and more importantly, Board’s legitimacy internally.

a) In light of this statistic, and the known fact of high director turnover, do you feel that the recent decision to expand OTW Board to 9 members is a good decision? If so, why?
Your question seems to be asking several things, all of which are different and independent issues. For the sake of clarity, and because I think each issue should be addressed separately this answer takes the issues that I see one at a time.

First, am I concerned that we have not had contested elections? Absolutely, however I do not share your concerns that it has undermined the legitimacy of the OTW because the org has followed the bylaws at all times. We can, of course, change the bylaws so that uncontested elections are not valid or to require that a candidate must receive a minimum number of votes to hold office. Practically, both of these situations would most likely lead to fewer Board members, which is an issue for the org’s overall health, or the Board choosing to appoint members without any org-wide process, which is also currently permitted under the bylaws.

My concerns stem from this: why are we as an org not developing diverse, experienced, and committed leaders? We should have contested elections, and the candidates should be phenomenal. We should have candidates that represent a wide range of fandoms, professional expertise, and org experience. I am stoked that I will be a part of a board where the five members come from four different countries. I do not know how to encourage people to run for Board, though I do have ideas about why the org is not developing the incredible people that we have. I would like to ask every chair and staff member: have you thought about running for Board? What are the reasons that you decide not to run? What can the org do to create a Board that you want to be part of? (I realize that there are many people who have no interest in management, or whose lives don’t afford them the time to be on Board–and this raises another issue, which that the time commitment should not be so burdensome that only an elite few can handle it. Ultimately, I can’t believe that is every staffer except for the five on Board.) We need to solve this problem, but I don’t think that looking to the people who do step up is going to offer the best results.

Second, you say recent change to the bylaws, but I can’t find a record of our various bylaw changes, so I don’t know when the change was made. (Ugh, and we should have a record of each version of the bylaws somewhere. I was also told these are supposed to be off-the-cuff answers, so I am not tearing through the wiki.) Recent is a vague term, however, I do not think that the size of the Board as provided in the bylaws, whatever it was previously and is currently, is an issue that is unrelated to contested elections. The Board needs to be large enough that no one Board member can control the Board’s direction. A diverse Board is a check on power that the org lacks right now. As for burnout, that is going to happen with a Board that is too small because there simply aren’t enough hands to share the work. Again, the Board also needs to be reflective of the org’s expertise, needs, and values, which is hard to do with a Board that is smaller than nine. I would be concerned if the Board’s membership was set at anything below nine. I would rather have those seats empty and work at developing future Board members, than have it be too small and discourage people from running. The fact that we as an org have not been able to fill those nine seats is an issue that has nothing to do with the size of the Board.

b) How do you address concerns about the fact that Board is currently the ruling body of the OTW and is supposed to represent the Board as an entirety, considering the lack of a democratic voting process? Do you think this undermines your position?
As I touched on in the previous answer, the Board is legitimately elected even if the elections are uncontested because they conform to the process provided in our bylaws. I am sorry to harp on this, but it’s maybe my number one pet peeve that I hear in the org. (It’s a lawyer thing.) We as an org can change the bylaws, but the bylaws are our governing document and therefore define what a legitimate election is for the OTW.

Let me be clear–I do not like that our elections are uncontested, and I wish that I was running in a contested election. However, that is outside of my control.

I do not believe that this is your explicit intention, but your entire question implies an accusation that I am perpetuating the Board’s perceived illegitimacy by running in an uncontested election. I don’t know what to tell you other than I wish that there were more candidates, but my desire to give back to the OTW and to fandom shouldn’t be curtailed just because no one else is willing to run. If there were allegations that the election was illegitimate, say, as a totally fictitious example, because VolCom refused to approve the candidacy of a staffer who in fact did meet the candidacy requirements, I would have huge qualms about participating in that election as a candidate.

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