New board structure idea

Hey makers. All this election talk has me looking back fondly to a time when I had more courage to just throw out ideas. One thing that I’ve always thought was different-in-a-bad-way about us is our board structure. The “at large” directors have no specific roles. Other organizations I’m in require you to sign up for some work if you’re going to have a board title, something besides just “go to meetings”. I’m not saying the at large directors we have are bad or not contributing, some of them contribute a LOT, it’s just that people vote without really knowing what they’re voting for, they pick someone interesting and likeable and we try to form committees to get the important work done, creating yet another recruiting effort that only sometimes works. Another situation is that our bylaws now say that the VP is supposed to handle communications, but I think when people vote for vice president they vote more for the backup president, without communications in mind, because it’s not in the title. Specific titles would help us be organized with the right skills providing the a good foundation of voices for policy changes.

So would something like this structure make a little bit of sense for us, someday?

President
Past president
Secretary
Treasurer
VP Communications (social media, newsletter)
VP Membership (events, orientation and onboarding)
VP Operations (aka makerspace director, organize areas, help area leads)
VP Human Relations (aka security)
VP Community relations (outside event tables, partnerships, maybe fundraising)

So if the president were to be hit by a bus, who takes his/her place in the structure that you’ve suggested?

“I guess one reason I’m asking is that you’ve hinted a few times about a major bylaws re-write, but I haven’t felt that inhibited by the bylaws this term. There’s some quirks sure but life is full of systems to work in that are not ideal.”

You do realize that this would have to be done through a major By-law change? Why bring this up now? The better time to address this would be later after The 18th and yes I agree we would have to have a succession line or some means in place.

Kim, I think you are still confusing the board with operational committees like might exist in a large club. If we had paid staff, all the positions you mention would be staff positions. Since we don’t have paid staff, these would more typically be committees, but they would very rarely be board positions. The key point is: we need to separate the work on day to day operational issues from work on the bigger picture strategic issues. It’s really hard to mix the two since there will always be short term operational fires to fight, which means the bigger picture issues don’t get the emphasis they need, as we’ve seen over the last couple years.

The real board should exist on top of the positions you mention and be focused almost exclusively on the larger strategic issues, like overseeing the budget, overseeing the search for a new building, establishing strategic partnerships, fund raising, and helping to guide the overall operational structure of the organization in cooperation with the president. The board should consist mostly of people from business and industry with experience and connections in the areas that matter most to us. I also wouldn’t expect members to vote to elect the board.

In fact, I could imagine a new structure, where members vote for the President of MakeICT only, with all the other operational positions being appointed through an open process overseen by the president. One of the biggest problems now is that we elect a bunch of individuals, like in a beauty contest, and then hope they will be able to figure out how to work together on both long term strategic issues and day to day operational issues. The bigger we get the less well this works. We need a structure that doesn’t encourage this wasteful operational conflict. Deciding on the appropriate operational structure is where having an experienced board could really help.

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Setting up a functional organizational structure would be the first thing to do when overseeing the direction of the organization.

If the board wants to free itself of “committee level” functions to committees below them, they need to setup, fund and provide an outline to that committee/committees. Those committees can handle their own hierarchies, vote chairperson, secretary/treasurer etc.

You can’t remove the board from decisions and functions within the space without delegating it to a committee.

I signed up for the communications committee about 3 weeks ago. I thought i would receive meeting dates or something. Haven’t gotten anything yet.

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Benevolent dictators/area leads could be changed to area committees with a representative selected to sit at round tables hosted by the board every 6 months to a year.

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David S. may want to chime in on that notion, since I believe he’s said before that’s how the Dallas makerspace is set up, with a committee for each area. It would obviously be important for these committees to be real action-oriented committees and not just place-holder committees.

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To chime in on this thread just a bit.

I am a member of a non-profit organization that is over an order of
magnitude larger than MakeICT (around 7000 members now). It is different
in that it is national in scope, but like MakeICT it is completely
volunteer/community run, with the exception of one paid staff person who
runs a “headquarters” where people can call or email during regular hours.

That organization has a Board of Trustees that consists of 9 members.
There are then 12 committees that cover various operational aspects of
the organization.

The way that board works is that each year the membership elects 3 new
board members and those people then serve a term of 3 years. Thus you
have a yearly rotation of 1/3 of the board. The membership does NOT vote
for officer positions, just 3 new members of the board. The board itself
determines who serves in the various officer roles, such as president,
vice-president, secretary, treasurer, etc.

It isn’t without problems, but I’d say it has been fairly successful. I
guess if nothing else, it is evidence that a purely (with one exception)
volunteer/community based organization can scale to something quite a
bit larger than MakeICT currently is.

Steve

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Committees can be created for any reason and at any time, need a minimum of five members, and must be approved by the Board of Directors. Get 5 people together – declare yourself a committee – show up at the Board meeting for approval. While they technically only have the power to make recommendations, in practice it seems like it is a rare circumstance when the Board would override their judgement. I wasn’t able to attend their Board meeting when I was there, but my understanding is that the Board generally doesn’t spend a lot of time debating things that the committees decide, but rather get the recommendation, then vote to approve. I had the impression that it would be a very controversial subject indeed for the Board to get involved beyond a simple official “Okayed” vote.

Rather than rely on my memory, here is the down low on their structure, directly from their wiki:

Committees

Committees are voluntary groups, formed in order to operate and maintain an area of the Makerspace, foster growth of a community of interested persons, or accomplish certain needs, subject to the oversight of the Board of Directors.

Formation

  1. At least 5 members are required to form a committee.
  2. There is no limit to the number of committees a member can serve on.
  3. If the number of committee members drops below 5, the committee will have a grace period of 30 days in order to recruit enough members to remain active.
  4. Committees shall hold meetings each calendar month at minimum.

Committee Leadership

  1. Each Committee shall elect a Committee Chair, and the Committee Chair shall appoint a Vice Chair.

  2. Duties of the Committee Chair:

    1. The principle duty of the Chair is the recruitment of Committee members, and organization of volunteer activities needed to operate and maintain the Committee resources.
    2. Responsible for operations of the committee, providing reports on the status and activities of the committee at the monthly membership meeting, and managing the finances of the committee. This will include reviewing financial transactions attributed to their committee and working with the Treasurer or Accountant to correct any errors.
    3. Maintaining the safety of the Committee area, including ensuring the safe operation of all tooling.
    4. Maintaining good order of committee area and resources, ensuring adequate supplies of consumable items are maintained.
    5. Enforcing the rules established by the committee, and of the Dallas Makerspace within their area.
    6. Maintain an accurate inventory of all Tools in the format provided by the Board.
  3. Duties of the Vice-Chair

    1. Assist the Chair, as determined by the Chair or by the Committee at large
    2. Provide oversight and supervision of the Committee area when Chair is not present
    3. Serve as Interim Chair when:
      1. The Chair is not available due to vacation or illness
      2. Has resigned or been removed by the Board

Committee Responsibilities and Rules

  1. Purchasing

    1. The Committee Chair may make purchases of supplies and/or tooling without Committee vote, for purchases in amounts less than $500, or 1/3 of the Committees total fund balance, whichever is smaller.
    2. Purchases for items exceeding $500 require a majority vote of the Committee at the next regularly scheduled Committee meeting, or at a duly called emergency meeting.
    3. The Chair/Vice Chair may exceed the $500 limit to effect repairs of highly utilized tooling.
  2. Committees are responsible for establishing the rules of the Committee area.

  3. The Chair/Vice-Chair shall be empowered to enforce the rules of the Committee, and of the Dallas Makerspace within the Committee area, and may limit access to the Committee area for a time not to exceed the last day of the subsequent month. The Chair may petition the Board to enforce a longer or more stringent consequence.

  4. Committee meetings must be posted on the calendar and announced on the forums. Meetings at which Committee Chairs are elected must be posted 2 weeks prior to meeting.

  5. The Chair may hold an emergency Committee meeting with 5 days notice on the forums of DMS, and on signs conspicuously posted in the committee area, provided a good faith effort to notify all current committee members is performed, and that the time of the meeting is not unreasonably restrictive on the members.

  6. Committees may establish other positions as needed to ensure the effective operation of the committee, or to accomplish Committee goals. Ad Hoc positions with spending authority, or administrative access to DMS resources, require the approval of the Board.

  7. Each committee will need to maintain a page on the wiki with at least the following information:

    1. The name of the committee chair
    2. A list of all active members
    3. A brief statement listing the goals or tasks assigned to the committee.
    4. The category tag:
      [[Category:Proposed Committees]]

I formatted this as best I could in a short time. - David

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While their committees can be whipped up for anything, they are self-regulating. If you can’t keep 5 people interested enough to participate in a minimum-monthly meeting, then it fades away. No fuss, no muss.

I really, really like the idea of self-suiciding committees.

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In dallas do that have area leads or has that been replaced by a (likely permanent) committee?

Every committee needs a secretary imo though. Makes life so much better but i guess that would be up to each committee under this scenario.

Yes, for DMS, an Area is a Committee, and the Area Lead is the elected (by the Committee) Committee Chair. I don’t know that there are any rules about when such elections may occur. I can call Kris (DMS President) and ask, but I suspect that a Chair is liable to be deposed whenever more than half the folks decide they aren’t cutting it. I could see how that would make things such as debit cards kind of sketchy, but it’s their space.

An issue i still see is too many people being on the board, and also being on a committee or 5, and being an area lead on top of that. there should be limitations. We created all of these committees, and most of them haven’t done anything. no updates, no meeting etc.

I don’t know if the DMS model would be good for us or not, but any committee that terminates itself automatically when there isn’t any interest or activity isn’t all bad.

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Somehow i think people would like to a) take more ownership of the space ie: be in on what new equipment is purchased, decide on rules, and create and teach classes on that equipment, just for examples. And b) take more pride in the space by volunteering under a structured system. Volunteering and making a difference feels good.

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I think that those issues would work themselves out. If another committee member is being recognized as performing better than the current committee chair, the group has the ability to call a vote.

Topics up for votes by the committee can be anything that requires an answer. As big as replace the chairperson, as small as should we print posters to hang in the metal shop advertising a fund raiser. Roberts rule of order should apply. 1 member motions, it is seconded, so on and so forth. Ive never experienced a committee being too big so i can’t comment on that.

Edit: i may have misread your statement about the board being too big. So maybe ignore that last sentence.

Three general ideas that I most want to see incorporated as part of any reworking of the board structure are:

  1. pushing the operational stuff as far down the chain of command as possible, so that the people who are most directly involved with running a given area have as much independence as we can allow, and

  2. replacing the current board with a higher level board that consists primarily of people with significant business experience who will focus mostly on strategic and longer term issues. I also don’t see these board members being voted on by the membership. They should be carefully chosen based on their experience and what they bring to the table that we we need.

  3. we form organizational structures that promote people working together, rather than fighting about every little thing all the time. I feel our current structure promotes never ending conflict.

The board structure we have now is neither fish nor fowl and is something in between the first two items above. Because of this I feel it often creates more problems than it solves. We don’t put enough time into the big picture issues and we spend too much time on the small operational stuff. I’m mostly referring to the board structure and not to any particular instance of the board. In fact it was arguably worse the year I was on the board.

But in spite of my interest in change, I’m also keenly aware that it’s easy to think “the grass is greener” with something new, only to find out later that the new thing has just as many problems as the original, just different. So whatever we do should be worked out thoughtfully and voted on as a whole, rather than in bits and pieces, or in a rush. I also believe that just because something appears to work for another organization doesn’t necessarily mean it will work as well for us. The particulars matter a lot. For instance, the position of past president works really well at a lot of organizations but I don’t think it has worked very well here. And I think longer board terms are a great idea in general, but I feel they would be premature here until we get some other organizational issues sorted.

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Even if the the 2 year terms pass it will be a year before they would go into effect and the bullets could be worked on in the interim.

Parts of what you are saying arent coming across clearly. Sort of like we need to get from point A to point 9.

Specifically that you want the board to replace itself with another board entirely but not through an election? I’m not sure the board has that power or how that would even begin to work. I’m not sure that I’m a fan of the idea of it working either. It’s kind of sandwiched between points 1 and 3 (which are good.)

Ultimately, what we are talking about here is a major rewrite of our bylaws. Changes to our bylaws have to be put to a vote of our membership, most likely at a quarterly meeting. But the board isn’t necessarily directly involved in this process, or at least they don’t have to be. If any proposed changes to the bylaws can pass a vote with the appropriate requirements for a quorum and percentage of YES votes, then the new bylaws take affect immediately. It may be a little awkward in the transition, but we can work to minimize that. I think the important thing is to focus on where we want to get to and then we can work out how to get there.

All the boards I can think of for organizations with “members” (other than the boards of clubs and professional organizations) aren’t elected by the members. For instance, the members of the YMCA, Exploration Place, Wichita Art Museum, etc. don’t vote for who goes on their board of directors. As we get bigger and bigger, it becomes really hard to rely on enough members being able to vote critically for board members. For instance, to have a quorum, our bylaws say we need to get 25% of our active members to vote. To do this typically requires some effort, even when an online vote is spread over several days or weeks. We’ve had votes that went on for several weeks and ultimately died because we couldn’t get 25% of our members to vote.

Also, the sort of high level board I’m referring to in my second bullet would have people like: a general partner from a major accounting or legal firm, the former head of a company like Spirit, a prominent real estate developer, or the director of another major non-profit like Exploration Place. These are the sorts of folks I think we need on our board to help us get through the next stages of our growth. The resources such people can bring to the table can be enormously helpful when dealing with strategic and big picture issues. But you can’t go to people like that and ask if they would like to run for election to our board. You have to decide in advance who you want on your board and then ask them to join and hope they say yes. Such a board typically meets quarterly and the directors aren’t expected to get involved with day to day operational issues. But when you’re looking to locate a major new facility, or raise $500k, or make sure you’re doing all the appropriate legal and financial reporting so that you can qualify for a commercial bank loan, they can often resolve things with a simple phone call. We haven’t had to deal with most of these types of issues previously, but they are now at our doorstep, so we should try to be forward thinking and plan ahead.

But bootstrapping from where we’re at now may be a little awkward for a period of time. And there are obviously still a few details to be ironed out… :wink:

Hopefully, that helps explain what I was trying to get at with my second bullet, or did I just confuse you even more?

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