[CSL board] painting bike shed
Dan MacNeil
dan at thecsl.org
Tue May 22 21:08:13 EDT 2007
In Karl Fogel's excellent, short and easy to understand book publish on
the web: He says: "The Softer the Topic, the Longer the Debate"
http://producingoss.com/html-chunk/common-pitfalls.html#bikeshed
It would be great if we had this level of discussion on harder stuff.
None the less, here are a few more dabs of paint for this bike shed.
> below), section 3.4 would also apply:
Actually, to be extremely pedantic, there is a specific section dealing
with officer resignation & removal which does not require Josh to submit
in writing his resignation as president. He has only to "deliver notice"
Section 5.3 Resignation and Removal.
An officer may resign at any time by delivering notice to the
corporation. A resignation is effective when the notice is effective
unless the notice specifies a future effective date. If a resignation is
made effective at a future date and the board of directors accepts the
future effective date, the board of directors may fill the pending
vacancy before the effective date if the board provides that the
successor does not take office until the effective date. The board of
directors may remove any officer at any time with or without cause.
Karen Zgoda wrote:
> Not sure if my message got through the first time, resending below.
> Apologies for duplicate posts!
> ------------------------------------------------------------------------
> -------------
>
> Nice to see the spirited discussion! Perhaps I can add some
> information to help clarify the process. I'd be happy to hear your
> thoughts and if there is anything else I can offer to further clarify.
>
> In summary, it seems there was some confusion about the board
> selection process with Melissa, Fred, Dan, and Josh raising their
> concerns about making that process both more transparent and
> consistent with our bylaws. My sense was that Josh was resigning his
> post as President at the meeting. Hence in addition to the bylaws
> sections helpfully posted by Dan (see sections 3.2, 3.3, 3.6, and 5.2
>
> Section 3.4 Resignation of Directors.
> A director may resign by delivering written notice to the board of
> directors, president or secretary of the corporation. A resignation
> is effective when the notice is received unless the notice specifies
> a later effective date. If a resignation is made effective at a later
> date, the board of directors may fill the pending vacancy before the
> effective date if the board provides that the successor does not take
> office until the effective date.
>
> If this is the case, Josh would need to submit a formal letter of
> resignation as Board President to the Board.
>
> I volunteered to be President if noone else stepped forward and
> indeed that is what happened. I cannot recall who was present at
> what point during the meeting but the minutes show that only Paul and
> Kristina were absent leaving a quorum of members to vote on Board
> officers in light of Josh's resignation. As per vacancy guidelines,
> I am happy to serve as Board President until our annual meeting in
> February.
>
> In terms of meeting agendas, Dan, Josh, and Muriel also raised
> concerns about advance notice of the Board meeting agenda. I am
> happy to work with Dan to get the meeting agenda out to members in
> advance of the meeting.
>
> ...Karen
>
> Karen Zgoda, MSW, LCSW
> Doctoral Student
> Boston College
>
> karen at karenzgoda.org
> http://www.karenzgoda.org
>
> On May 19, 2007, at 6:18 PM, Parseghian, Muriel wrote:
> Hi All!
>
> I know I was not present for the meeting, since I was traveling on
> business, and I am totally new but based on my experience on other
> boards, is it feasible and productive if Dan drafted the agenda,
> presented to the President, who in discussion with Dan can add, delete,
> amend. Then it can be distributed to all of us in advance of the
> meetings.
>
>
> Thanks.
>
> Muriel (Mimi)
>
>
>
> -----Original Message-----
> From:
> divinerightofkings-bounces+mparseghian=majilite.com at lists.thecsl.org
> [mailto:divinerightofkings-bounces+mparseghian=majilite.com at lists.thecsl
> .org] On Behalf Of Josh Harding
> Sent: Saturday, May 19, 2007 5:58 PM
> To: CSL Board
> Subject: Re: [CSL board] officer selection process
>
> All,
>
> The preparation and planning of the agenda is the responsibility of the
> President (me at for the previous meeting). I agree completely that a
> more
> formal process should have been followed so I apologize to all. I did
> not
> take enough initiative in preparing for the board meeting.
>
> In the interest of transparency (and learning from mistakes), the
> process of
> planning a board meeting has historically been as follows: a couple of
> weeks
> before the meeting I ask Dan what issues need to be discussed. In areas
> of
> protocol and duties I ask Laura. I pester Dan with one or two emails,
> and
> the day before the meeting he usually sends me a draft agenda. I arrive
> early and we hammer out the details of the agenda.
>
> This past meeting, the only preparation was just before the meeting,
> hence
> the haphazard selection process. The reason Karen was nominated is that
> she
> was present before the board meeting when I asked Fred if he would be
> interested in the job and he declined. I don't remember who else had
> arrived, but we had not begun the meeting.
>
> I don't know if it's practical for anyone but Dan to set the agenda but
> I
> think in the future we need to take a more active role.
>
> Dan - would you feel comfortable posting a draft agenda to the board
> list a
> week prior to each meeting? You definitely don't have too much on your
> plate
> already...
>
> Regards
> Josh
>
> On 5/19/07, Dan MacNeil <dan at thecsl.org> wrote:
>
> 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
>
>
>
> -------------------------------------------------------------------
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