Tuesday, July 5, 2011

Directors and Bylaws

Original: Jon Himoff http://www.flickr.com/photos/jhimoff/3945509304/ Some rights reserved

Wait! Don't run screaming because of the title!

OK, so nobody ever got involved with a non-profit for the glamour and pomp that comes with being a Director. There's little on the Free Geek Vancouver website to celebrate the board, beyond the documented lineage here (I'm Alec Smecher, ☆ May 2009, ✝ May 2010).

The directors are generally invisible, as this is a non-hierarchical, staff- and volunteer-run organization. A director's job is to keep the mandate in mind, help steer clear of organizational risks, to pitch in wherever possible and particularly with the administrative stuff, but largely to leave the decision-making in the hands of others. One of the major roles the board has is to act as a shim to bridge the gap between what the province thinks Free Geek Vancouver is and what the organization itself thinks it is.

During my year on the board, the directors helped staff and volunteers in the various working groups like Human Resources, Finances, and Operations, in accordance to our skills and interests. We helped make tough decisions. Our goals were stated in our nomination packages (as they are for the current board and will be for the next board). My biggest goal was to improve the work environment at Free Geek Vancouver for all stakeholders, and while I can't claim much credit for it personally, I do feel like the environment has truly improved over the past couple of years. We also inherited a few high priorities from the prior board -- most notably the need for directors' insurance and a rewritten set of bylaws.

We did manage to secure directors' insurance, which loosened the squeeze on the board -- who was granted, according to Victoria, broad powers over the organization, but relegated by the organization's own stated structure to an operational footnote. This is an awkward situation at the best of times, but without directors' insurance, the board additionally had a few legal barrels to stare down. We were all very happy to be insured.

We didn't manage to rewrite the bylaws, unfortunately. This was needed for a few important reasons: to help reconcile the province's and organization's incompatible views of the board; to grant more power to the membership, and broaden its definition; and to help clarify the role of consensus in the organization's operation. This would finally allow us to dispense with the dog-and-pony show that has traditionally begun the Annual General Meetings at which directors are elected -- and which was so contentious by its absence at last year's AGM.

The good news is that the current board has managed to table a set of bylaw revisions -- bless 'em! These have been vetted by a legal opinion and need only for the membership (that is, current and past board members, and anyone who has additionally signed up to be a member of the organization) to convene and agree to accept the changes. If you're a member, the board has already contacted you by email and/or snail mail, if it has your contact information.

The bylaw changes are surprisingly readable -- the link above highlights removed sections in red and added sections in green, allowing you to see exactly what has changed from the status quo -- but the primary differences in my best non-legalese are as follows:
  • As a volunteer, it's easier to become a member and thus help steer Free Geek Vancouver in accordance with its non-hierarchical philosophy.
  • The structure of a typical board (e.g. President, Vice President, etc.) has largely been dismantled in favour of a flat structure.
  • Consensus is enshrined as a part of the organization's operation, with a fallback on majority vote. This is similar to the operation of VHS.
That's basically it! I Am Not A Lawyer, so take the above as a layman's summary -- but if you're really curious, read the details at the above link.

The Extraordinary General Meeting (EGM) which is called to adopt or reject these bylaws is coming up on July 14th at 7pm. Everyone is welcome, and feel free to drop by in the meantime if you're curious about membership.

A little further down the road, don't forget that the next AGM is on the horizon. It's currently scheduled for August 7th. This is when Free Geek Vancouver will elect its next board, and it's your chance to help Free Geek Vancouver grow and strengthen. Joining the board is a tremendous experience for anyone interested in non-profits, governance, grassroots movements, consensus building, politics, etc. -- and that's just the non-technical stuff. Consider nominating yourself here.

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