Re: [Linux-aus] State representation on the board

[Andrew Cowie <andrew@operationaldynamics.com>]

On Thu, 2004-01-08 at 22:22, Jeff Waugh wrote:
> LA ... are people we elect as trusted persons to administrate the
> boring organisational aspects of it and drive new initiatives ...
> *WE* are all LA.

Thank bog someone finally said that.

How many of you have *actually* sat on a Board of Directors? I mean a
real one? Or, are corporate lawyers, or, have business degrees?

Some, but not too many.

If you're interested, here follows a brief analysis of what a Board
(Managing Committee in LA's Constitution's parlance) does, what is
different about elected non-profit Boards, and where LA fits into all
this.

--

In a larger commercial organization, the Board's job is a few things:

* To be responsible for the fiduciary dealings of the organization (ie,
that people aren't embezzling, that the organization is paying its
bills, completing its reports, and generally not pulling an Enron)

* To hire (and fire) the CEO [who in turn hires and fires the rest of
the company]

* To set the strategic direction of the organization, setting ends to be
achieved and limitations on the means which can be used to reach those
ends.

* To be liable for the company's actions.

The not-for-profit sector is a bit different, but not much. There seem
to be two sorts: first, organizations whose purpose is to serve their
(presumably) large memberships, and secondly, organizations which carry
out some [business or otherwise] activity. Educational organizations of
most stripes (from universities down to summer camps) fall into the
second group. Either way, the *Board*'s responsibility is the stuff
above.

Commercial companies' Boards are appointed by their owners (usually in
private firms that's the owners appointing themselves ; obviously
publicly traded companies are different, but even then, there is
continuity because the Board recommends the slate for the following
year), and Boards of organizations such as educational foundations are
usually also self-appointed - that is, they seek out new members
themselves, and are responsible for seeing to self renewal as a part of
ensuring continuance of the organization. [In accordance with their own
Constitutions / By-Laws, often which provide something like "max of
three consecutive three year terms, after which you have to take a
year's break from the Board"; in practice the 9 years mark is a good
time to gracefully move on]

So this is the first area where Linux Australia is different (as are
many "Association" type organizations). Its Board is elected by its
Membership.

The funny thing is that without a large membership, our "job" would be
still be seeing that the conference gets run.

--

Usually, an organization has a secretariat to support the activities of
the Board. For example, the position of Treasurer is a Member of the
Board whose job it is to oversee the finances of the organization. On
the other hand, the Controller (CFO in modern parlance)'s job is to
actually see to the direction and execution of the various financial
functions.

LA's Committee is different. We're a small group, and in addition to all
the responsibility stuff above, LA seems to expect it's Committee to do
all the work.

[Thank the Community that each year there are teams of dedicated people
who volunteer to step up and actually *run* the annual Conference that
such an enormous task can be delegated to. But even then:]

As a case in point, I note that Anand works like a dog at the
"Treasurer" role. Really, he's slaving away being the organizations
Controller (not to mention bookkeeper, accounts payable, and accounts
receivable dude, and the guy sending all the @#%! paperwork into ATO). I
also note that Anand hasn't had much sleep ... in a long time. It's a
*big* job.

As I was saying, most organizations have a secretariat (of at least one!
Executive Director (=CEO), or Business Manager, or Executive Assistant,
or what have you) supporting the Board - people who are paid to get the
niggly stuff done, follow up tasks, do research, you name it (or, in the
case of Executive Director / Managing Director / CEO, to actually get on
with the running of the organization).

Linux Australia's Committee is comprised of unpaid volunteers. There's
no secretariat. And there's finite energy to go around. 

That's the second way that Linux Australia is different that a more
conventional organization.

[I note that our regional LUGs seem to operate the same way - and that
their Committee Members express frustration that they are expected to do
everything while their community just sits back and enjoys the ride. All
seems to fall out of the fact that we're volunteer organizations, as
opposed to more ones conventionally staffed (with paid employees)]

--

But regardless of the two factors described above that differentiate an
association like ours from a more conventional incorporate entity, the
fact remains that the Board's primary duty is governance.

Taking care of the responsibility stuff takes enormous amounts of time.
It's not glamorous, it's not even terribly interesting. But it *is*
necessary. 

If we were, God forbid, ever to be hit with a court challenge on a
liability issue, it would be as frightening and serious as it would be
for any organization. I am, however, convinced, that our governance has
been sound, and that we would stand tall in any such situation. 

And that's the best anyone can do. 

--

And now, only now, at the end, do I raise the issue of communication and
accountability that this whole thread has been about.

I agree that we can do a better job communicating with our Membership.
I'm sure next year's Committee will make marked improvements - and I
certainly hope that in a year's time far fewer feel disenfranchised than
now [1].

But what we hand to next year's Committee will be an organization that
exists, at last, in a lawful and compliant manner. It will be an
organization that is on sound financial footing, and be one with a
workable Constitution. This year's conference is in good hands, with all
the banking and insurance support it required, and things are well in
hand to ensure that there will be an excellent conference for the
community next year. 

And for all that, I'm pretty pleased. I hope you are too.

[Otherwise "Shoot straight, you bastards!" :)]

AfC


P.S. [To learn more about this issue, ASIC has an excellent pamphlet
outlining Directors' responsibilities and liabilities. It actually makes
a pretty frightening read if you don't realize what you're getting
into]:
http://www.asic.gov.au/asic/ASIC_INFOCO.NSF/print/Your+company+and+the+law?opendocument



[1] I personally believe that "some feeling disenfranchised" is an
inherent weakness in any system where elections are involved.

No, I'm not a communist - but I am a veteran. Soldiers don't get the job
done by voting.

Despite my personal distaste for Bret Busby's being so obstinate, it's
is certainly clear that he's not happy. I don't consider it my mission
in life (or as a LA Committee member) to make him or anyone else happy,
but I am content if I believe that, in any particular case, we made the
best decision we could under the circumstances, with the good of the
organization in mind.

-- 
Andrew Frederick Cowie
Operational Dynamics Consulting Pty Ltd

Australia: +61 2 9977 6866  North America: +1 646 472 5054

http://www.operationaldynamics.com/