[CSL board] officer selection process
Dan MacNeil
dan at thecsl.org
Sat May 19 13:23:28 EDT 2007
I'm always happy when we discover and fix problems. Thanks again for
bring things up.
Executive summary: somebody other than me needs to send an email to the
board list on or before February 5th 2008. The next annual meeting is
2nd Tuesday in February 02/12)
Melissa writes:
>> I realize I did arrive a little late, but I was there when the
>> discussion happened with Fred & Karen. From what I recall, when Fred
>> declined, Laura then offered up Karen. We voted, and then Karen
>> asked what it all entailed. Maybe she asked this before we voted.
>> Not completely sure.
It probably happened as you recall and not the way I remember. Eye
witnesses are notoriously wrong. I probably assumed that because I
don't remember you speaking you weren't there.
Thinking about it more, another path to success would have been to have
somewhat formal parliamentary procedures.
Agenda items should have the following cycle:
1) Meeting Chair announces item, calls for discussion
2) People ask to be recognized
3) Chair recognizes people
4) People speak
5) Chair ends discussion
a. Chair indicates she will "entertain a motion"
b. Chair takes other action to end discussion
"do we need a motion?"
"Are we all ok with this?"
6) A motion is made.
7) motion is seconded
7) If seconded, Chair calls for discussion on motion
a. discussion happends as 2-4 above
b. or no second GOTO #5 above
Fred wrote:
> I agree - this is too important to spring on people. Next time there
> should be a more deliberative process, with everyone informed
> beforehand.
I agree.
It is a problem that most of the board machinery is driven by me.
The week before the board meeting, I had routine tech support (I miss
John) Boomer circuit riding, Mass Service site visit, mvhub contract
negotiation, a broken LDAP server and the final round of VISTA
paperwork. If I'd dropped the ball on the last four items, life would
have sucked big time.
If we want to be sure to have a better process, somebody other than me
needs to own this. Hopefully this sounds realistic rather than defensive.
Melissa writes
> process as I'm wondering if other Boards do it this way. Maybe we
>> can systemize or institutionalize this process for future? I know
>> everyone is very comfortable with each other, but as we add on newer
>> people to the Board, I feel it's important to have a process where
>> everyone has a voice/vote and a process to work with.
Laura, experienced advisor to hundreds of habitat boards will correct me
if I error, but in most organizations the officer selection process is
extremely ad-hoc and is good enough most of the time.
It doesn't work well when there is conflict on the board.
In my small experience on other boards and on nominating committees,
When there is a formal process like a nominating committee, things work
a lot better.
Most of the time officers are drafted not elected. A committee tasked
with the drafting works better than the last minute awkwardness at the
meeting.
Sometimes nominations from the floor are not the best board members. A
committee to screen provides a little objectivity.
Our bylaws are at:
http://thecsl.org/sys/legal_and_tax/CSL_Bylaws_021605.pdf
and are (now) linked from the board pages
Relevant Bits below:
Section 3.2 Number, Term, and Qualifications.
The authorized number of directors of the
corporation shall be not less than five (5) nor
more than fifteen (15), as the board of directors
shall determine from time to time. The board of
directors shall consist of two classes of
approximately equal size. One class, on a
rotational basis, shall be elected each year.
Each director shall serve for a term of two (2)
years and until his or her successor is elected
and qualified, or until such director’s earlier
death, resignation, incapacity to serve, or
removal. Notwithstanding the preceding, one
half on the initial board of directors shall be
elected for an initial term of one (1) year and
until a successor is elected and qualified, or
until such director’s earlier death, resignation,
incapacity to serve, or removal. A duly elected
and qualified director shall not be eligible for
re-election to the board of directors if he or
she has served three (3) consecutive two (2) year
terms or for a partial term of more than one (1)
year and two (2) full two (2) year terms.
Section 3.3 Election of Directors.
Except as provided in Section 3.6 below relating
to vacancies, directors shall be elected by the
board of directors at the annual meeting of the
board of directors. The Nominating Committee
shall present a slate of nominees for election
as directors. Nominations may also be made by
directors from the floor. Those persons who
receive a plurality of the votes cast shall be
deemed to have been elected. If any director
then holding office so demands, the election
of directors shall be by secret ballot.
Section 3.6 Vacancies.
If a vacancy occurs on the board of directors,
including a vacancy resulting from an increase
in the number of directors, the board of directors
may fill the vacancy; provided, that if the directors
remaining in office constitute fewer than a quorum of
the board, they may fill the vacancy only by the
affirmative vote of a majority of all the directors
remaining in office or by the sole remaining director.
A director elected to fill a vacancy shall hold office
until the next annual meeting of the board of directors,
if the board of directors so provides at the time the
vacancy is filled, or until the end of the unexpired
term that such director is filling, or until such
director's death, resignation, removal or
disqualification, or until such director's successor
is elected and qualifies.
[snip]
Section 5.2 Appointment and Term.
The principal officers of the corporation shall be
appointed by the board of directors at its annual
meeting. The Nominating Committee shall present
a slate of nominees for appointment. Nominations
may also be made from the floor. All nominees
for the four (4) principal offices must be members
of the board of directors. Each officer shall hold
office for a period of one (1) year, or until such
officer's death, resignation, or removal, or until
such officer's successor is elected and qualifies.
No person may be appointed to serve for more than
three (3) successive terms in the office of president
or in the office of vice president. No person may be
appointed to serve for more than six (6) successive terms
in the office of secretary or in the office of treasurer.
The board of directors may appoint assistant secretaries,
assistant treasurers and other officers at such time or
times as the need may arise. A vacancy occurring in a
position of officer of the corporation may be filled at
any time by the board of directors. The term of an officer
elected to fill a vacancy shall expire at the end of
the unexpired term that such officer is filling.
>
> Fred
>
> On May 19, 2007, at 9:47 AM, Melissa Carino wrote:
>
>> Thanks for emailing out, Dan.
>>
>> I realize I did arrive a little late, but I was there when the
>> discussion happened with Fred & Karen. From what I recall, when Fred
>> declined, Laura then offered up Karen. We voted, and then Karen
>> asked what it all entailed. Maybe she asked this before we voted.
>> Not completely sure.
>>
>> My question was more towards how it became Karen as the next
>> alternative. And how no one else was considered.
>>
>> Again, I'm not pushing this discussion because I wasn't considered (I
>> would have declined too), but it's just more of the process. And I'm
>> not trying to undermine Karen --- I think she'll be an excellent
>> Board President.
>>
>> I just don't believe there was enough discussion on who else to
>> consider with everyone in the room (or at least when I was there).
>> And I also don't know how it would seem for those officers in
>> absentia - excused or not. If I was absent (esp excused), I wouldn't
>> feel good to not have a voice/vote for this change in officers. And
>> I realize it would have been better for me to bring this up as we
>> were going through the process.
>>
>> This is my first time as a voting member on a Board so I'm looking at
>> this as a learning experience too. And I'm concerned about this
>> process as I'm wondering if other Boards do it this way. Maybe we
>> can systemize or institutionalize this process for future? I know
>> everyone is very comfortable with each other, but as we add on newer
>> people to the Board, I feel it's important to have a process where
>> everyone has a voice/vote and a process to work with.
>>
>> And in response to Charlotte and I not interested in the Treasurer
>> position, I feel it would have been nice to be considered for other
>> positions. Treasurer has very different responsibilities from the
>> Pres, Vice, & so on...
>>
>> With that, if others don't have concerns, I don't think we need to a
>> do-over. Just feel we need to be aware of this in the future.
>>
>> Thanks for your time...have a great weekend.
>> ~melissa
>> Oh, please let me know if there are more questions/concerns. And if
>> I'm not being clear enough.
>>
>> On May 18, 2007, at 5:40 PM, Dan MacNeil wrote:
>>
>>>> Was on my mind...and just curious. But not an overly big issue.
>>> Thanks for bringing this up.
>>>
>>> I'm CC'ing the board list as this was a mistake that we (I) should
>>> acknowledge and do better on.
>>>
>>> Not a huge issue, but definitely something could have been done a
>>> little
>>> better.
>>>
>>> Depending on what other folks have to say, this might be worth a
>>> do-over. (or not)
>>>
>>> A better process would have been to put this out to the email list
>>> some
>>> time before the meeting for more considered discussion and/or put
>>> this
>>> later in the agenda so people arriving a little later could
>>> contribute.
>>>
>>>
>>> Melissa Carino wrote:
>>>> When we voted for replacing Josh, how was it that Karen was the next
>>>> runner up after Fred? What was the process?
>>> I think, the process was pretty much consensus / vote among those who
>>> were at the meeting when the agenda item came up. (10-20 (?) minutes
>>> after start of meeting)
>>>
>>> Josh said he thought that somebody who was geographically closer to
>>> Lowell should be president and that he thought Fred should be that
>>> person.
>>>
>>> Fred said he'd rather not.
>>>
>>> (I think) Karen was the only one at the meeting when the agenda item
>>> came up, who wasn't already an officer, or ex-officer, so I looked at
>>> her and said "How about you?"
>>>
>>> She said "what do I have to do?"
>>>
>>> Josh said. "Work with Dan on board meeting agendas, sign some
>>> documents
>>> and go to occasional meetings to represent the board."
>>>
>>> She said "OK"
>>>
>>> Laura said "all in favor say 'eye' "
>>>
>>> Everyone said 'eye'
>>>
>>>> Because I felt that Muriel, Charlotte, myself,etc weren't even
>>>> considered. NOT that I want the position or anything. I'm just
>>>> trying
>>>> to understand the process.
>>> Muriel might not want want to step into an officer role w/o being
>>> on the
>>> board a while and in any event was not at the meeting to be
>>> considered.
>>>
>>> As I recall, Charlotte was happy to not be treasurer and has
>>> indicated
>>> that her capacity to do more on the CSL board is less than her
>>> desire.
>>>
>>> You've mentioned a similar capacity/desire mis-match and unless I am
>>> mistaken, weren't at the meeting when the item came up
>>>
>>> Karen was around and has for some time indicated a desire to do more.
>>>
>>> The fact that we re-elected Kristina treasurer in absentia
>>> contradicts
>>> the arguments above. If anyone wants to volunteer to run for
>>> treasurer,
>>> I suspect Kristina may endorse her opponent's candidacy.
>>>
>>> General duties of treasurer include:
>>>
>>> 1) Being more liable for finances than everyone else
>>> 2) Keeping me from stealing
>>> 3) leading/assisting with budgeting and projecting
>>>
>>> Specific duties include
>>>
>>> 1) comparing bank statements to our ledgers
>>>
>>>
>>>
>>>> -----Original Message-----
>>>> From:
>>>> divinerightofkings-bounces
>>>> +melissa=bostonwomensfund.org at lists.thecsl.org
>>>> [mailto:divinerightofkings-bounces
>>>> +melissa=bostonwomensfund.org at lists.th
>>>> ecsl.org] On Behalf Of Laura MacNeil
>>>> Sent: Friday, May 18, 2007 8:20 AM
>>>> To: board at thecsl.org
>>>> Subject: Re: [CSL board] Minutes May 8 2007 BOD Meeting
>>>>
>>>>
>>>> I just realized that I didn't list Muriel as "excused". I added her
>>>> below, but I don't know how to spell her name. She's also not on the
>>>> board list on the web site!
>>>>
>>>> Sorry, Muriel!
>>>>
>>>> Laura
>>>>
>>>>
>>>>
>>>> Laura MacNeil wrote:
>>>>> The Community Software Lab
>>>>>
>>>>> Board of Directors Meeting
>>>>>
>>>>> May 8, 2007
>>>>>
>>>>>
>>>>>
>>>>> Attendance: Laura M. MacNeil, Fred Martin, Charlotte Crockford,
>>>>> John
>>>>> Miller, Eric Bryant, Melissa Carino, Josh Harding, Dan MacNeil,
>>>>> Karen
>>>>> Zgoda
>>>>>
>>>>> Excused: Paul Hansen, Muriel P.
>>>>>
>>>>> Absent: Kristina Ickes
>>>>>
>>>>>
>>>>> Meeting called to order 6:15.
>>>>>
>>>>>
>>>>> Laura MacNeil moved to renew terms for Josh Harding, Fred Martin,
>>>>> Laura MacNeil terms ending Feb 2009. Second Fred Martin. Passed
>>>>> unanimous
>>>>>
>>>>> .
>>>>>
>>>>> Laura MacNeil moved to elect Pres. Karen Zgoda, Fred Martin VP,
>>>>> Kristina Ickes Trea, Laura MacNeil Clerk. Second Fred Martin.
>>>>> Passed
>>>>> unanimous.
>>>>>
>>>>>
>>>>> Paul Hansen will not be renewing his term.
>>>>>
>>>>>
>>>>> Recruiting new board members.
>>>>>
>>>>> Laura will approach Russ Smith from CTI. Melissa suggested
>>>>> constituent
>>>>> client representatives: Art Somerville, Boys and Girls Club
>>>>> (Michelle
>>>>> Meehan). Ask Dan Twoomey to approach Sherry Denak Service
>>>>> Learning at
>>>>> Middlesex.
>>>>>
>>>>>
>>>>> Philanthropy Day May 22: CSL will buy table, Dan, Eric, John,
>>>>> Kamala,
>>>>> Melissa are going. Three spots open.
>>>>>
>>>>>
>>>>> Non-Profit Purpose #4: By our example, we will encourage a culture
>>>>> that measures success based on accomplishment not wealth. Dan
>>>>> presented history of how CSL ended up with this purpose. People who
>>>>> formed group sentiments included a distrust of wealthy people,
>>>>> emphasis on money and not accomplishment may make groups slow.
>>>>> There
>>>>> was general consensus that this is a good purpose. Annual review of
>>>>> nonprofit purposes. Proposed meeting in July or August to review
>>>>> purposes.
>>>>>
>>>>>
>>>>> Fund Raising Status/Plans
>>>>>
>>>>> The Lab was awarded the Greater Lowell Community Foundation grant
>>>>> for
>>>>> $3000 to make Lab ergonomically correct - chairs, shelves to get
>>>>> CPUs
>>>>> off desks. Eric signed up CSL for Techie Award for MVHub at NTen
>>>>> conference, which Lab won and included $1000 award.
>>>>>
>>>>>
>>>>> The Lab did not get "son of boomer" grant (national level grant
>>>>> similar to Mass Service Alliance). It was a highly competitive
>>>>> grant.
>>>>> Eric is working on writing Associated Grant Makers boilerplate to
>>>>> use
>>>>> for future grant applications.
>>>>>
>>>>>
>>>>> Parker Foundation - a number of people told Dan to apply for Parker
>>>>> Foundaiton and they'd support CSL. Marguerite Turcotte (Parker Fndn
>>>>> Fellow) said she'd push really hard for the Lab. Dan Holin of
>>>>> Jericho
>>>>> Road and David Kronberg of Greater Lowell Community Foundation said
>>>>> they'd support Lab on a Parker grant request. Application will be
>>>>> for
>>>>> overhead, salary for Fearless Leader, MVHub development, hire a new
>>>>> staff person to continue and maintain a volunteer program along the
>>>>> lines of the boomer program only to expand to IT vocational program
>>>>> interns. Focus would be youth development and community
>>>>> development.
>>>>> Could apply for $150,000. Providing desktop support is needed for
>>>>> NPOs
>>>>> and using Parker Foundation to support that need. They will fund
>>>>> staff
>>>>> position every other year. The board needs to consider developing
>>>>> sustainable way to support desktop support for NPOs. The Lab may be
>>>>> able to negotiate contracts with larger NPOs for desktop support.
>>>>> Lab
>>>>> could pursue the vocational school and the high school for student
>>>>> interns. Melissa raised the point that Lab needs to pursue funds
>>>>> such
>>>>> that salaries are sustained long term and foundation funds are
>>>>> used as
>>>>> leverage for more funding.
>>>>>
>>>>>
>>>>> Status MVHub: John Miller has been learning code for MVHub. The
>>>>> contract with Merrimack Valley Workforce Investment Board calls for
>>>>> them to pay for 50 hours of time to learn code and Lab pays for 50
>>>>> hours. Built in 40% more time on getting work done. They will pay
>>>>> $6700 for first two months, then Lab has to complete milestones
>>>>> to be
>>>>> paid additional funds. Upon completion of project, Lab is paid
>>>>> final
>>>>> amount. Eric looking for funding for MVHub since it has very broad
>>>>> application. The board discussed the state 211 Initiative that is
>>>>> call
>>>>> in center for social services that isn't working so well but has
>>>>> support of various state agencies versus "self-service" MVHub.
>>>>>
>>>>>
>>>>> Boomer grant: The site visit withthe Mass Service Alliance went
>>>>> very
>>>>> well. Jane Benfy (CTI), Frank Peabody, Janet Clark (TURI), Boomer
>>>>> volunteers, Lab staff, 4 people from UTEC, and David Kronberg
>>>>> came to
>>>>> show support. At the end of the meeting, MSA gave high praise to
>>>>> Dan.
>>>>> (Very good. No one else is doing what you are doing.)
>>>>>
>>>>>
>>>>> New Business:
>>>>>
>>>>> Josh Harding asked Dan to project where the Lab would be in one
>>>>> week,
>>>>> one month on various projects.
>>>>>
>>>>>
>>>>> One week - MVHub- Dan would be signing a contract with the MV
>>>>> WIB. The
>>>>> Boomer volunteers would take more time and Dan will follow up on
>>>>> final
>>>>> funding from MSA. On the Parker Foundation, Dan will send email to
>>>>> influential people to prepare approach; Set up meeting with Phil
>>>>> next
>>>>> week. Ask Eric for time line to get grant in. AGM boilerplate -
>>>>> Eric
>>>>> should be done.
>>>>>
>>>>>
>>>>> One month - John will have learned code and will start working on
>>>>> Data
>>>>> Entry idiot-proofing for MVHub expansion. The check from MSA will
>>>>> come
>>>>> in. There will be a core group of volunteers who will be
>>>>> reviewing and
>>>>> contributing to John's work on MVHub. Follow up at next board
>>>>> meeting
>>>>> to make sure this happened.
>>>>>
>>>>>
>>>>> Josh raised issue that many things are happening with Lab but
>>>>> potential donors are not finding out about it. We need to get the
>>>>> word
>>>>> out. Josh is willing to put out a Best of Status email on a
>>>>> periodic
>>>>> basis to distribute to a wider audience. Perhaps start a blog.
>>>>>
>>>>>
>>>>> Meeting adjourned 7:40pm
>>>>>
>>>>>
>>>>> Respectfully submitted,
>>>>>
>>>>> Laura M. MacNeil
>>>>>
>>>>> Clerk
>>>>>
>>>>>
>>>>> -------------------------------------------------------------------
>>>>> -
>>>>> --
>>>>> ---------
>>>>> ###To unsubscribe send blank email to:
>>>> Divinerightofkings-leave at lists.thecsl.org ###
>>>>
>>>> --------------------------------------------------------------------
>>>> -
>>>> ---
>>>> -------
>>>> ###To unsubscribe send blank email to:
>>>> Divinerightofkings-leave at lists.thecsl.org ###
>>>>
>>>>
>>>
>>>
>>> ---------------------------------------------------------------------
>>> -
>>> ---------
>>> ###To unsubscribe send blank email to: Divinerightofkings-
>>> leave at lists.thecsl.org ###
>>
>> ----------------------------------------------------------------------
>> ---------
>> ###To unsubscribe send blank email to: Divinerightofkings-
>> leave at lists.thecsl.org ###
>
>
> -------------------------------------------------------------------------------
> ###To unsubscribe send blank email to: Divinerightofkings-leave at lists.thecsl.org ###
More information about the Divinerightofkings
mailing list