Re: [Linux-aus] Converting Linux Australia's "Committee" to a "Board"

Bret Busby <bret@busby.net> · Thu Feb 15 12:47:10 2007

On Thu, 15 Feb 2007, Jonathan Oxer wrote:

Something that I think Linux Australia needs to focus on this year is
opening the way to broadening the base of involvement of people in the
organisation: not just as members, but also giving them the official
stamp of approval to operate in Linux Australia's name on specific
projects and tasks. We've obviously made a big move in this direction
with Sub-Committees already, but I think we need to do more. There are a
lot of people in our community who want to be involved in Linux
Australia in a more tangible way or who really should get the official
thumbs-up for things they are already doing, so let's clear the way for
that to happen. After all, it's a community-driven association and it's
only what we collectively make of it.
That raises an issue of the role of the primary Committee. I believe
that the Committee needs to be re-invented with more of a "Board"
identity so that it won't continue to be seen as the only way for people
to operate officially in the name of Linux Australia.

A Council is more appropriate, as someone else has suggested - A Council 
that is elected by the members and that is accountable to the members, 
to serve the members, rather than a Board that tells the members what to 
do, where it is the role of the members to serve the interests of the 
Board, rather than a Council serving the interests of the members.
Also, a Board is usually a Board of Directors, that runs a corporation, 
and a Council is what usually manages a non-profit organisation.
Once agaain, the Board of Directors usually tells the parts of a 
corporation what to do, rather than the members of an organisation 
directing a Council.
And, the organisation would likely need to be come a corporation, and be 
subject to corporations law (and get taken over by the federal 
government ? :) ), ti institute a Board of Directors.
Our Sub-Committee structure was introduced to help rectify that problem
and it's certainly helped, but the distinction between Committee as
governance and Sub-Committees as execution is still a little blurred.

A Council as the supreme body, with Standing Committees eacjh dealing 
with specific areas, is most appropriate.
This change is about enabling more community involvement, not less.
So just renaming "Committee" to "Board" and making no other changes
would be a good start. However, what I have in mind is to go a bit
further and also remove the Treasurer and Secretary positions as elected
positions, leaving an annually elected 7-seat Board consisting of the
President, Vice-President, and 5 Members. The positions of Treasurer and
Secretary can then be filled by any selected member of the Board rather
than having a specific person voted into that position.

Then we could have a situation like in state and federal governments, 
where we have a clueless berk in charge of things like all of the money, 
with no aptitude for the task, and it becomes a matter of political 
favours, rather than good governance.
Having positions like Secretary and Traesurer, elected by the masses 
means that it is mopre likely that someone with some clues about the 
task, and, some aptitude for the task, would occupy the position.
This provides
more flexibility to do things like switch roles mid-term if individual
members find that they are unable to adequately fulfil the role, or even
if it just seems logical to do so due to changing interests etc. For
example, there have already been discussions that Terry and AJ as
Treasurer and Secretary would like to role-swap part way through this
year. Under the current constitution where individuals are elected to
those specific positions that may not even be possible.

Then, we hacve a situation like "ooh can I have access to all of the 
money this week? I feel like a trip to Rio.", and, when it ccomes time 
for the auditor's report at the end of each financial year, who will 
have responsibility, if the position that is responsible for the funds 
and the financial records, is occupied by various people playing musical 
chairs? "Ooh, it wasn't me, I only did the job for a week, so I didn't 
have to worry about what was happening with the money, or reconciling 
the bank statements, as they came in after I had done my week sting in 
the job, between bank statements.".
To remain in keeping with standard practise in other organisations we
could then replace President with Chair[man|woman|person] and either

The correct title is CHAIRMAN. It has nothing to do with gender. The 
word uses the Latin root of the word man, for the action of doing, so 
the word chairman, simply means the person who chairs. It has nothing to 
do with the use of the word man to mean a person who is a male. Any 
decent book or training in meeting procedure, should reveal that. 
Perhaps, the members of the LInux Australia committe, should read an 
authoritative book on meeting procedure, to explain these things.
drop the Vice-President position or replace it with Vice-Chairman. In
fact it's usual in other organisations for even the Chairman not to be
an elected position specifically, but for a member of the Board to be
selected for that position by the other Board members.

This depends on the defined role of the position. The President of a 
non-profit organisation, other than presiding over meetings (or, 
chairing meetings, if you like), is generally defined, where the term 
President is used, as the sole official spokesman and representative of 
the organisation, so that you do not get a member of the 
Council/governing committee of an organisation, saying to external 
bodies, such as the media, "The <organisation name> does/will do ...., 
and believes that..., and intends that....", unless formally delegated 
to so do, by either the governing body of the organisation, or the 
president of the organisation. Otherwise you can get allkinmds of 
differening representations of what is going on, and, of policies, of an 
organisation, especially when dissenters to majority decisions, are 
present in a governing body, and where the President of an organisation 
is not the sole person to whom speaking for the organisation, is 
limited. Similarly with signing contracts and agreements on behalf of an 
organisation.
The role of a Chairman, is generally limited to solely chairing 
meetings, and some defined position, such as a Public Relations Officer, 
may be the role to which speking for the organistaion is limited.
In both the case of a Chairman, and of a President, the role is usually 
afforded only a casting vote in any vote of the governing body.
Standard meeting procedure.
Even though

that's the usual way things are done, I believe it would be the wrong
thing to do in the context of Linux Australia: keeping as much control
in the hands of members as possible is a good thing, including selecting
who will be the President / Chairperson / Head Cheerleader or whatever
other label people want to attach. It's also fairly usual for Boards to
be self-perpetuating and to decide internally who should be invited to
join them, but that too would be anathema in the context of Linux
Australia. As I said previously, I don't want an old-boys club. What I
*do* want is a structure that enables the organisation to continue to
grow and accommodate the steadily increasing interest in *active*
participation.
So, to summarise: I think we need to reinvent the Committee so that the
labels, the role perception, and the process more accurately reflect
what we're growing into. That means renaming it to "Board", replacing
President (and Vice) with Chairman (and Vice), removing Treasurer and
Secretary as elected positions, and promoting Sub-Committees to
Committees. Both the election process and the level of accountability
would remain unchanged.
That then clears the decks to really ramp up participation in Linux
Australia through Committees and let people feel they are first-class
members of the organisation. We've been growing steadily on a variety of
different metrics for a number of years now but I'd like to see things
really kicked into top gear this year and see how far we can take it.
Obviously this is a big step and will require a constitutional amendment
through an SGM, so I'd love to hear your thoughts on it. Public
discussion here is good, but if you'd prefer to keep your comments
private feel free to email either the Committee (committee@linux.org.au)
or myself directly.

I suggest that you, and the other members of the committee, need to both 
get and read some good reference books on meeting procedure, and, 
research the implications (legal and otherwise) of the proposed chages, 
so that you can better understand how things should be operating with 
the constituition as it stands, and, the implications of the proposed 
changes.
And, this need is well demonstrated by the lack of understanding of the 
word chairman.
--
Bret Busby
Armadale
West Australia
..............
"So once you do know what the question actually is,
 you'll know what the answer means."
- Deep Thought,
  Chapter 28 of Book 1 of
  "The Hitchhiker's Guide to the Galaxy:
  A Trilogy In Four Parts",
  written by Douglas Adams,
  published by Pan Books, 1992
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