skaredykat (skaredykat) wrote,

What's In A Board?

The OTW board election has become really contentious. Which sucks for the people involved, is turning up some issues that sound like they'd be really good to address, and seems to be getting some bystanders excited about servings of Schadenfreude pie.

Whatever happens during the remainder of this election season and after it, I (yes, very biased perspective here) hope that everyone involved and the majority of bystanders, including ones who didn't know much about the OTW before, will continue or start to support the OTW and its projects -- whether by using its projects like the AO3 and Fanlore, or working on them, or by sending in a few bucks if they can -- as I think they're really valuable and important to fandom.

The idea of an organization that is not-for-profit, for fans, and done/run by fans, and is committed to advocacy about fandom, fanworks, and their importance -- it's hard for me to see how that mission could be a bad thing for any part of fandom.

Even if the execution is -- as is normal -- imperfect.

And even if the, in my mind, excellent side effect of getting more women involved in technology and software development may be having, well, as I said above, some issues. (Of interest: the last three links are all to posts by the same person.)


My somewhat off-the-cuff thoughts on what in practical terms it would be good for the OTW board to look like:

Currently, there are seven seats on the board.

The OTW bylaws say:
Number and Qualification of Directors. The authorized number of Directors of the Corporation shall be one (1) or more. The number of Directors may be increased or decreased by a duly adopted resolution of the Board of Directors. Directors must be 18 years old at the time they are elected.

So the bylaws themselves do not specify that the number of board seats for every future year must be seven. (That number must be in a post-incorporation resolution somewhere that wasn't obviously linked to from the OTW's Reports and Governing Documents page.) Which means that if it seems like a good idea, it should be possible to increase the number of board members by board vote at before the next election season.

For now, there are seven seats on the OTW board, of which per the bylaws three are officers of the organization:
• President of the Board
• Secretary of the Board
• Treasurer
The board also appoints an Elections Officer every year.

For pretty much any non-profit board:

Your President of the Board should be a really good communicator, good at internal communications and great at external communications (evangelizing) or vice versa, and good at steering and running meetings.

Your Treasurer should be competent with money and tools to manage it and report on it. (This may sound basic and obvious but can be hard for smaller non-profits.)

Your Secretary should be a good and neutral documenter and should be able to attend 90% of all board meetings and other meetings she/he is supposed to report on per the bylaws (and arrange for coverage of any she/he is unable to attend).

For the OTW's Elections Officer position, I assume requirements include that the person appointed should be able to organize, corrall, and communicate well about elections.


Because this particular org is -- as one of its core, umbrella goals -- working very much on the public perception of fandom and fanworks and the legitimacy thereof with the general public and/or specialized parts of the public such as policymakers or other nonprofits working on tangentially related goals, you need more than one person on the board (i.e., perceived by the outside to be in a position of authority in and respect from the org) who is a great evangelizer (external communicator).

One is not enough -- what if that one person has to suddenly resign for personal or whatever reasons?

Ideally, you'd have the majority of people on your board be such people (but that's really hard) or a large minority. But you certainly need redundancy of more than one.

Practically speaking, the board (or the Volunteer & Recruiting committee) should be recruiting and training enough people that there will always be sufficient board candidates (and doing good enough internal-to-the-org and within-fandom marketing that the need for this is understood) who are or can be great, credible external evangelists while the org's need to advocate for fandom, fanworks, and the importance thereof to the outside world exists.


Some of the main skill-sets (some overlapping, some less) I think the OTW board would be particularly well served by having on its board during the coming years:

  • Great evangelist to the outside.

  • Great communicator to inside the org and its constituency (fandom).

  • Great greaser of wheels, able to make shit happen and able to suggest or constructively rephrase solutions when things start getting difficult.

  • Good to great fundraiser.

  • Good managers, able to effectively delegate and plan (or also effectively delegate planning), able to attract talent and keep it enthusiastic and more-happy-than-not, able to achieve more-graceful-than-not compromise.

  • Great liaisons with or understanders of the org's technology-based aspects and urgent and/or changing needs thereof.

  • Legal perspective.

No more than one board member at any time should be none of those things. (If at some point there are candidates who fit the "none of the above" description, the only reason I could see to elect one of them to the board -- perhaps for a shorter term than usual -- is if an expert on a particular subject matter that is crucial to that era of the org's growth or survival is deemed to be needed on the board).

In fact, almost all board members should be more than one of these things, two or maybe even three. So that ideally every one of those skill-sets (probable exception: the last one) is always represented by at least two people on the board.

(And once we can order off the shelf the totally awesome androids many of us may be hoping for, maybe we can design one that incorporates all of those features!)


No matter what their particular skill-sets, I believe members of a board should be able to work constructively together. Dissent during board meetings can be extremely valuable and useful as long as it's constructively even if somewhat abrasively done.

In in my personal humble experience, angry yelling and storming out, stonewalling, and passive-aggressive sniping during board meetings are some not constructive techniques for effective and useful dissent during board meetings or in strategic planning. From various statements I've read, I believe all of the current candidates and returning members of the board will not let themselves or each other indulge for more than a very short time in non-constructive behavior during future board meeting and planning sessions.

Some pre-meeting politicking for favorite projects or funding concerns or whatever is normal. But a consistent perception that a board member spends too much time doing pre-meeting politicking on their hobbyhorses -- for example enough time that they're not doing things they said they'd do or spending time they promised to use for considering other projects or issues on it -- becomes toxic.


If your board is also doing day-to-day management (instead of just 30,000 foot direction-setting and delegation and liaising with committee chairs who do the actual management of projects) -- as the OTW board seems to be -- you really do need a majority of good managers on the board.

Not everyone on the board has to be a great manager, but more board members than not should be decent ones.

A comment in the LJ version of NN's response to some of the election-related criticism indicates that at some point, NN acknowledged that she does not love to manage:
"You said something that always stuck with me -- that you were good at coming up with ideas and solutions, but didn't enjoy managing them after they'd gotten off the ground, preferring to hand them off to people and stay involved on the side or as a contributor."

Which is okay.

Being a good manager can be learned by a fair amount of people, if they're interested. Some people, including board members, may not be interested in having that be their area of focus.

Which is completely legit. In that case, just recognize and accept (and embrace!) that you're electing those particular board members for other very valuable skills or features than being a fantastic manager.

Ditto communications, and being an internal liaiser/advocate -- there are various ways to do those (more) effectively, quite a few of which can be learned.

Being a great greaser-of-wheels and a great fundraiser may be harder to learn, as there are aspects to those functions that may be to a greater extent related to certain specific personality types than just to learned behavior.

Being a great external evangelizer is also trickier, as it can depend in part on external position as well as on personality type. This is where recruiting candidates who already have some or most of the chops instead of trying to (time-intensive) build from the ground up can be a good idea.

In all cases, people considering running for the board may look at the personal internal resources they have and say, "I have x amount of energy to learn more about being a better y or a better z, or to learn practical skill/language z. What feels most right for me is to spend it on [...] as that is what I think will give me the greatest practical return on investment, and there are others around who are already naturally or learnedly very good at [other ...]."

Again, totally okay and legit, as long as voters can hear about and acknowledge that, so they can cast their votes with the aim of ending up with varied, complementary, and necessary sets of skills all represented on the board.


Because of the nature of the OTW, I agree that having a legal perspective at the board meetings is very important.

But this is something that might in theory be done by creating an ex officio position for the years when there is no (copyright) lawyer on the board.

Maybe most years there will be a board candidate who is both a (copyright) lawyer and has one or more of the other skill-sets I think would be useful on the board and they'll get elected.

But if that person doesn't get elected, or if there is no such candidate certain years, I'd recommend adapting the bylaws so that for any year in which there is no (copyright) lawyer on the board, the board can appoint a (copyright) lawyer -- perhaps one already part of the Legal Committee -- as standing observer/advisor to the board, whose attendance at board meetings will be solicited and welcomed, and whose opinions will be solicited for any vote, yet who will not be a voting member of the board.

eta: In [personal profile] ellen_fremedon's OTW elections post, she says about lawyer, member of the Legal Committee and candidate for the OTW board Betsy Rosenblatt:
"And she's planning to work on a kind of outreach none of the other candidates have made a priority-- outreach to other non-profit groups doing similar or complementary advocacy work, like the EFF and the CBLDF, with which the OTW really ought to be sharing resources and strategy."

I think this is a very important priority, but one that should be focused on whether or not there is a lawyer on the OTW's board. In years there is no lawyer on the OTW board, the board should still be actively working with the Legal Committee to keep this tactical aspect of part of its mission and goals healthy and moving at all times.


Last and on a tangent: one other thing I'd like to see the next board, no matter who's elected, work on or make a plan for: streamlining.

It sounds as though over the years of the OTW's existence, some of the procedures for onboarding (and offboarding) volunteers of all kinds and the tools in use and the number of meetings in various parts of the org have undergone a lot of creep and not enough winnowing.

Tightening this up so the tools and procedures and meetings deemed the most useful by the most people get saved and used and newly adopted if they aren't in use yet, and the ones deemed rather less useful by more people (no matter how loved by some) get streamlined away from use seems like a good idea for much of the org. Especially if repeated every other year or so.


I hope/think I'm done vastly teal deer writing about this topic.

OTW members who are eligible to vote in this election who happen to see this, please do vote for four candidates of your choice.

As for me, I've offered to volunteer and hope I'll hear back sometime after the election, I'll be sending in $ to become a Real Voting Member for next time (and to help support projects I love and admire), and I anticipate that the org will come out of this contentious election with renewed strength and resolution to work on its goals as effectively as possible.


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Tags: otw

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