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ARTICLE VI BOARD OF DIRECTORS
6.1 Definition
The Sakai Board, hereinafter referred to as the "Board," is the administrative body of the Sakai Project.
6.2 Purposes and Functions
a) Purposes
1. To provide leadership for the overall project;
2. To represent the project;
3. To establish and maintain the processes of coordination determined to be necessary to support the development and release of the Sakai software;
4. To act as a 'court of final appeal' for Discussion and Work Groups of the Sakai Project.
b) Functions
The Board of Directors shall have the following functions and such other functions as it deems consistent with the Purposes stated in Article VI, Section 6.2(a) above.
1. To appoint an Executive Director, Secretary, and Treasurer and to determine the conditions of their appointments and to appoint conference chairs and program committee chairs for each conference.
2. To approve the appointment of other committees or subcommittees formed by the Board of Directors. Such committees or subcommittees will have a life of one year which may be extended annually as needed.
3. To appoint the chair and vice-chair of standing committees of the Board.
4. To review standards and processes for admission to membership in conformance with the Bylaws and to review and approve applications for membership.
5. To report promptly to membership on important actions taken by the board.
6. To approve the employment of necessary staff, purchase of supplies and equipment, and publication of such materials as necessary.
7. To receive and disburse funds on behalf of the Foundation
8. To make interim appointments to vacancies on the Board of Directors if the By-Laws so allow.
6.3 Board Size, Meetings
a) The Board shall consist of not less than five (5) and not more than nine (9) members.
b) Meetings of the Board
The Board of Directors shall meet at least twice a year at such times and places as designated by the Chair. The Chair or any three members of the Board may call a meeting of the Board.
6.4 Nomination of Board Members
Options:
(a) Anyone may be nominated to stand for election to the Board
(b) Only Organizational Representatives may be nominated to stand for election to the Board
(c) Only staff or employees of member organizations may be nominated to stand for election to the Board
6.5 Vacancies
Options under a) or c) in 6.4, above:
1) If an individual elected to the Board is incapacitated or resigns, then that Board seat becomes vacant and remains so until the next election
2) If an individual elected to the Board is incapacitated or resigns, then that Board seat becomes vacant and remains so until an interim election is held, which is to be held within 2 months
3) If an individual elected to the Board is incapacitated, or resigns, the Sakai Board may appoint an individual to the Board for the remainder of that person's term
Options under b) above:
1) An Organizational Representative elected to the Board may be replaced by another Organizational Representative from the same member organization, at the discretion of the member organization. Thus, if an Organizational Representative elected to the Board resigns or is incapacitated, or leaves their member organization, then that member organization shall assign a replacement for the Board seat.
2) If an Organizational Representative elected to the Board resigns or is incapacitated, or leaves their member organization, then that Board seat becomes vacant and remains so until the next election
3) If an Organizational Representative elected to the Board resigns or is incapacitated, or leaves their member organization, then that Board seat becomes vacant and remains so until an interim election is held, which is to be held within 2 months.
4) If an Organizational Representative elected to the Board is incapacitated, or leaves their member organization, the Sakai Board may appoint an interim Organizational Representative of their choosing to the Board.
6.6 Voting for Board Membership
Options:
(a) Each member organization's Representative shall have a vote in the elections for Board Members.
(b) Each member organization's Representative from those organizations that have adopted Sakai as the main campus CLE and commit effort to developing and sustaining Sakai shall have a vote in the elections of Board Members.
(c) Each member organization's Representative from those organizations that make a credible commitment to deploy and/or to commit effort to developing and sustaining Sakai shall have a vote in the elections of Board Members.
6.7 Board Composition
Options:
(a) Board composition is determined by the Board elections, i.e., there are no restrictions on Board composition
(b) At least 90% of the Board must be composed of Organizational Representatives
(c) At least 90% of the Board must be composed of staff or employees of member organizations
(d) Organizational Representatives, or staff, of commercial members (currently called "Commercial Affiliates") may compose at most 30% of the Board
6.8 Quorum
A majority of the entire membership of the Board of Directors as fixed in these Bylaws shall constitute a quorum for the transaction of any business. In the absence of a quorum, a majority of those members present may adjourn the meeting. When a quorum is once present to organize a meeting, it is not broken by the subsequent departure of one or more directors from the meeting, provided that at least one third of the board is present at all times. The affirmative vote of a majority of the members present at a Board meeting at which a quorum is present shall be necessary and sufficient to the making of decisions by the Board, except as a larger vote may at any time be otherwise specifically required by Michigan Nonprofit Corporation Law, the Articles of Incorporation, or these Bylaws.
6.9 Notice
At least ten days' notice shall be given to each Director of a regular meeting of the Board of Directors. A special meeting of the Board of Directors may be held upon notice of five days. Notice of a meeting of the Board of Directors shall specify the date, time, and place of the meeting, but need not specify the purpose for the meeting or the business to be conducted. A Director may waive notice of any regular or special meeting of the Board of Directors by written statement filed with the Board of Directors, or by oral statement at any such meeting. Attendance at a meeting of the Board of Directors shall also constitute a waiver of notice, except where a Director states that he or she is attending for the purpose of objecting to the conduct of business on the ground that the meeting was not lawfully called or convened.
6.10 Telephonic meetings
The Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment through which all members participating in the meeting can speak to and hear each other at the same time. Participation by such means shall constitute presence in person at the meeting. This includes online communication methods other than telephone at the board's discretion.
6.11 Unanimous Consent, in lieu of meeting
Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, provided 2/3 members consent in writing or electronically and set forth in the same message the action or decision taken or made. Consent in such fashion shall have the same force and effect as a meeting vote, and may be described as such in any document executed by or on behalf of the corporation.
6.12 Compensation
Members of the Board of Directors other than officers and employees shall receive no compensation for their services but, by resolution of the Board, may be reimbursed for expenses incurred while acting on behalf of the corporation.
6.13 Executive Committee
By a vote of the majority of all the Directors (Board Members) in office, the Board of Directors may designate an Executive Committee consisting of the Chair, Vice-Chair and one other board member which shall have authority to act for the Board of Directors in between meetings of the full Board. The Board of Directors may designate one or more of the Directors as alternate members of the Executive Committee, who may replace any absent or disqualified member at any meeting of the Committee upon the request of the Chair. Vacancies in the Executive Committee shall be filled by the Board of Directors at a regular or special meeting.
Comments (39)
Aug 20, 2005
Brad Wheeler says:
Section 6.4: Indiana University supports allowing anyone to stand for election t...Section 6.4: Indiana University supports allowing anyone to stand for election to the board. In essence, we trust the SEPP members to make informed decisions from a broad group of candidates. If for some reason, Brian Belendorf of Apache chose to stand for SEPP election on a platform of helping to mature the Sakai Foundation and community, I don't believe it is in SEPP's interest to disallow that option. I believe the members will quickly vote down any inappropriate candidates for the Sakai Foundation board.
We do not support option B that only the designated organizational representative can serve on the board. These are two distinct roles. A senior developer with long Sakai experience might be an excellent candidate for the Sakai Foundation board even though he/she is not the organizational representative. – Brad
Aug 21, 2005
Clay Fenlason says:
I find much here to disagree with. My own clear preference is to have board memb...I find much here to disagree with. My own clear preference is to have board members culled from the Sakai community. I don't, for example, trust SEPP members (including myself) to make informed decisions about candidates they're unfamiliar with. Bios and testimonials can be posted, but unless the person is some open source rock star like Brian (a case so exceptional it's not a very pertinent example here) the SEPP members would basically have no more information available to them than the standing and distinction of the person (presumably someone on the board) who nominated them. I don't, then, believe that members will quickly vote down any inappropriate candidates - there would have to be a strong "no" vote movement among the membership against an entire slate (and slate voting is what we're talking about here, I believe, not individual candidates standing on their own merits) in order to vote down an inappropriate candidate.
I am also skeptical of the idea that some eminence in an open source or educational technology field is what we want in a board member. It's been said more than once that Sakai is not open source. In fact, that what it is really hasn't been done before, almost to the extent that the only comprehensive expertise there is for this sort of venture is that which exists in the Sakai community itself (if we can even say that yet).
I want board members to be on our wavelength. I want to have some notion of who they are and how they stand with regard to the Sakai community, and I want them to be attuned to our history and issues. I want people who've first invested of themselves in the community to be those who become the keepers of its vision. And just as we want members to be those with "skin in the game", so I also want board members to have their institution's interests on the line when they make a judgment call for the entire community.
If the board needs some external luminary to advise them on a certain matter, let them appoint such a person to a board sub-committee for that limited purpose, not the board itself.
Aug 21, 2005
Lois Brooks says:
Stanford supports a board that is significantly drawn from member institutions. ...Stanford supports a board that is significantly drawn from member institutions. Sakai is a member organization and the board represents that membership.
We recognize that a person may be a terrific addition to the board because of their experience, connections, and personal qualities, but that they may not be from an institution or company who is a member of Sakai. If the board is significantly, but not completely, drawn from the membership, the Sakai project can benefit both from the wisdon and commitment of the membership, and also from the contributions of these special individuals.
Aug 21, 2005
Joseph Hardin says:
Can you clarify Stanford's position (is this also yours, btw?) By "drawn from me...Can you clarify Stanford's position (is this also yours, btw?) By "drawn from member institutions" do you mean that only organizational representatives would be allowed to be on the board?
And when you say "significantly...drawn from the membership" what would that mean in percentage terms? that 51% of the board must be "drawn from the membership"? 66%? 90%?
Aug 21, 2005
Joseph Hardin says:
Let me work through where I agree and disagree with you here, Clay. My preferenc...Let me work through where I agree and disagree with you here, Clay. My preference is also to have "board members culled (I'd use a different word here, drawn, maybe) from the Sakai Community. I just don't know how to define that community yet in a way I like, and don't want to limit who can be nominated. I don't think only institutional reps should be board members, and that's behind my position partly, but I also just don't know who a year from now would be best nominated. So I don't want to limit that part of things a priori. I am also skeptical that an "eminence in an open source or ed tech field is what" I want (you say "we want" there)for a board member, but if I don't like someone that's been nominated, I won't vote for them. That's the point where I'd like to see the choice made, when the voting takes place, not by limiting who I can vote for.
Otherwise I agree with nearly all you say: I also want board members to be on our wavelength, etc... But then you say something I find problematic: "I also want board members to have their institution's interests on the line when they make a judgment call for the entire community." I do want Sakai Foundation board members to consider deeply their institution's interests when they make decisions (and I am sure they would), but I want them more to think of the interests of the whole community. In fact, that is a very important point for me. When serving on the Sakai Foundation board, the interests of the Sakai Foundation and the community it represents is what a board member must put first. Maybe we agree on this, and your wording just threw me off.
And I like your idea of the board being able to appoint whoever they like to whatever sub-committee they want. I like the idea of a board appointed advisory committee and such also. The more freedom of movement the better.
Aug 22, 2005
Clay Fenlason says:
I'm sympathetic to the desire not to limit ourselves unnecessarily, but I think ...I'm sympathetic to the desire not to limit ourselves unnecessarily, but I think there are still a few points where some boundaries can be reasonably drawn, and this seems like one of them to me. If that same confidence doesn't exist in the community at large (and that seems to be the case) I'll have to back away from this, of course, but I'm wary of an encouragement to open-mindedness becoming an excuse for a lack of decisiveness. These are largely unfamiliar waters, it's true, but there are some things we know. This just feels like one of them to me.
"But then you say something I find problematic: "I also want board members to have their institution's interests on the line when they make a judgment call for the entire community." I do want Sakai Foundation board members to consider deeply their institution's interests when they make decisions (and I am sure they would), but I want them more to think of the interests of the whole community. In fact, that is a very important point for me. When serving on the Sakai Foundation board, the interests of the Sakai Foundation and the community it represents is what a board member must put first. Maybe we agree on this, and your wording just threw me off."
I think that's the case, that my wording was poor - the way you've taken it occurred to me upon a second reading - but the point I'm trying to emphasize is that I want a board member to make a judgment call for the community as a stakeholder of that community. Someone who will feel the consequences of any decision they press for.
Aug 22, 2005
Brad Wheeler says:
This was sent to the Advocacy list on 21Aug: I believe that Clay and I agree on ...This was sent to the Advocacy list on 21-Aug:
I believe that Clay and I agree on much more than might be obvious from our posts. I would be delighted to see a Sakai Foundation Board comprised 100% of organizational members that are laboring in using/enhancing Sakai. No disagreement. Per my reading of the current draft by-laws, we are not talking about a slate of officers that is voted up/down though that has been a propsal in the past. My reading of this draft is direct elections from the members.
It would be possible today to elect a number of current SEPP organizational reps where their institutions do not yet have firm plans for Sakai deployments. Thus, the members will always be making important voting decisions re which individuals can best serve the Foundation's mission. There is nothing inherent in coming from some institution that has joined SEPP that would make someone a good board member just as there is nothing inherent in coming from some other base of expertise that would make someone a lame board member. Sarbanes-Oxley actually requires strictly defined outside directors for corporate boards. Some expect similar guidance or law may emerge for foundations.
Thus, my suggestion is not to arbitrarily impose a criterion on the future that may limit the worthwhile choices that SEPP members – the Sakai Community – may value. Perhaps if there is one point of disagreement in our posts it is that I do trust the Sakai community to see to its own best interests. I fully expect such elections will create the body that Clay advocates, and if it doesn't, then the members will have spoken.
Thumbed from my BB at the Denver Airport! Thanks Clay, and I encourage others to read the draft and join this discussion.
Cheers - Brad
Aug 21, 2005
Joseph Hardin says:
I also think that anyone should be allowed to stand for the board, or be nominat...I also think that anyone should be allowed to stand for the board, or be nominated (same thing, but nomination is how the current draft bylaws talk about this - see 6.4). I think it is premature to take simple statements, like "Sakai is a membership organization" and spin out hard-edged consequences for our future. We are indeed a community that has organizational members as a part of it, but we also have a large number of active, contributing individuals who are, in my mind, just as important. I would like any active member, known to the Sakai community, to be able to be nominated to the board. While I agree with Clay (in this thread) that he would not want to vote for anyone "they're unfamiliar with, " I don't think this disallows supporting anyone being nominated to the board. Quite the contrary.
Aug 23, 2005
Mara Hancock says:
I believe that there is real value in having open board elections. However,...I believe that there is real value in having open board elections. However, I have also been a proponent of having several board appointed slots to allow for a balancing of perspectives of engagement of individuals that might bring a valuable insights and background to the grouop. That said, perhaps Clay's idea regarding advisory groups would probably fulfill that need, in which case I could support that approach.
I am more interested in representatives that have their local needs inform them, but not completely drive them. The Sakai Foundation is a collaboration, which sometimes means compromise is necessary.
So, I am leaning toward (A) with appointed advisors or advisory committess that are convened by the board when/if deemed necessary.
Sep 13, 2005
A. Harry Williams says:
My initial question stems from a topic alluded here, what does "nominated" mean?...My initial question stems from a topic alluded here, what does "nominated" mean? Can someone nominate themself? Could we have 40 nominations for 5 seats? Unlike others above, I don't agree that you can just trust the membership to elect the best. My experience with other groups is that elections can often be a crapshoot. If the bylaws have a method of filtering the nomination, then I have no problem with option a) anyone may be nominated. The filter could be as simple as nominated and seconded by Organizational Representatives or as complex as a nominating committee with a petition override. /ahw
Sep 15, 2005
John Norman says:
Cambridge supports the idea that anyone can be elected to the Board, but would l...Cambridge supports the idea that anyone can be elected to the Board, but would like to amplify institutional influence by allowing only institutional representatives to make nominations
Aug 20, 2005
Brad Wheeler says:
6.5: IU supports option #3 (board makes interim appointment for vacancies) or #1...6.5: IU supports option #3 (board makes interim appointment for vacancies) or #1 (remains unfilled). Interim elections are not worth the hassle and would likely have very low turn out.
Aug 21, 2005
Clay Fenlason says:
1+1
Sep 13, 2005
A. Harry Williams says:
I concurrI concurr
Sep 15, 2005
John Norman says:
For Cambridge I would favour option #1 assuming the vacancy would be filled with...For Cambridge I would favour option #1 assuming the vacancy would be filled within 12 months at the normal election cycle (Note: this depends on assumptions about other articles)
Aug 20, 2005
Brad Wheeler says:
6.6: Option A any dues paying member of SEPP/SCA can vote. The timing of their l...6.6: Option A – any dues paying member of SEPP/SCA can vote. The timing of their local activities should not affect their ability to participate in community processes and elections. It makes no sense to withhold voting rights from some institution that plans a Sakai migration in 2-3 years but has not yet installed it. They are engaging early in a strategic way.
Aug 21, 2005
Clay Fenlason says:
1, for simplicity along with those reasons expressed above.+1, for simplicity along with those reasons expressed above.
Sep 13, 2005
A. Harry Williams says:
I also agree with the sentiment expressed (and the result)I also agree with the sentiment expressed (and the result)
Sep 15, 2005
John Norman says:
1 on grounds of simplicity+1 on grounds of simplicity
Aug 20, 2005
Brad Wheeler says:
6.7: IU supports option A no fetters on the future of the board. Again, we trust...6.7: IU supports option A – no fetters on the future of the board. Again, we trust the SEPP membership to elect suitable and qualified representatives. We believe that a meritocracy works, and organizations and individuals who are contributing will garner the respect of the community. We see no basis of divine wisdom in 2005 to fetter the composition of the Sakai Foundation board for the future based on thoughts that precede its very existence and operation. For those who worry that too many commercial affiliates could be elected, I find it difficult to imagine the number of .com's exceeding the number of .edu members, and even then that .com reprentatives would win a majority of the seats. It is even possible that a number of .com organizations may be outstanding contributors to the community in the advance of all the Sakai Foundation mission objectives. Trust the community!
Aug 21, 2005
Clay Fenlason says:
I also don't see the value in assigning percentages here. Whether a slate contai...I also don't see the value in assigning percentages here. Whether a slate contains too many commercial board members is an election issue, and that's where it will be decided. Quotas are needless complications.
Aug 23, 2005
Mara Hancock says:
I agree.I agree.
Sep 13, 2005
A. Harry Williams says:
I agreeI agree
Sep 15, 2005
John Norman says:
1+1
Aug 21, 2005
Lois Brooks says:
6.6: Regarding who can vote, my position is one member, one vote (option A). Op...6.6: Regarding who can vote, my position is one member, one vote (option A).
Options B & C are unwieldy and unworkable, not to mention that they smack of poll taxation. Option B, to determine an institution's level of commitment to the code base and/or project would require a level of investigation and subjectivity that is unwarranted, time consuming, and potentially devisive. For example, just to determine what demonstrates commitment would be difficult. Is commitment a letter from the President? 10K on the table each year? A local trial? Option C is similarly problematic. To require campus-wide adoption of Sakai as a requirement to vote is unworkable. This would disenfranchise those who are piloting Sakai, as well as require many campuses to wrangle local politics before being able to participate in the vote.
Aug 23, 2005
Mara Hancock says:
I agree. One member, one vote. I am absolutely against any ranking based on leve...I agree. One member, one vote. I am absolutely against any ranking based on level of committment. This is way too cumbersome and doesn't take into account the evolution of the product and the diversity of the community.
Aug 29, 2005
Danna Vessell says:
6.6; I also agree one member, one vote. As someone who works at an institution w...6.6;
I also agree – one member, one vote. As someone who works at an institution with three potential course management systems (Blackboard, WebCT and now Sakai in pilot), I think having a rule that you must have partially or fully implemented it before helping shape it is counterproductive. There are many political and other stumbling blocks in the way of adoption of a particular technology. And, after all, isn't that part of the reason we are willing to invest in Sakai – the ability to help control our own destiny and determine what it should look like?
Danna
Aug 21, 2005
Joseph Hardin says:
I think it is valuable to post as individuals here. It may well be that you repr...I think it is valuable to post as individuals here. It may well be that you represent the position of an institution, and that is valuable to know, but I also think it is important that this conversation is not limited to or by, or indeed unduly influenced by, statements that start with "BigU's position is...". We haven't established the role of the organizational reps vis a vis anyone else here yet, and in this bootstrapping phase, I think it is a constraint on the conversation to assume that we are not as intrested in any Sakai community member's ideas as an organizational representative's. We will be polling the organizational reps as we go along here, and seeing where the various orgtanizational representatives stand. But this is a conversation for everyone active in the Sakai Community.
Aug 24, 2005
Carol Dippel says:
6.6 Voting for Board Membership As an individual, noninstitutional contributor t...6.6 Voting for Board Membership
As an individual, non-institutional contributor to Sakai, I will be most disappointed if I cannot participate in voting for Board members. The wording 'Each member organization's Representative' should be modified to 'Each member'. This will enable a more fully democratic process.
There is an assumption that only institutions matter to Sakai. However, imagine a future Sakai wherein folks use it for: legal trials, professional organizations, home remodeling, gardening projects, book clubs, family portals or other special purpose non-educational usage. This evolution has been reported for OSPI and Sakai may evolve along a similar path. Adding restrictions in Sakai's youth may impair its growth. I see Sakai as a tool box where the tools can be used to build many types of structures.
Sep 13, 2005
Clay Fenlason says:
I think the Sakai project is rather a joining of two frameworks that are incomme...I think the Sakai project is rather a joining of two frameworks that are incommensurable but hopefully complementary. On the one hand is the consortium where the basic building block is the institution (or commercial organization), and on the other hand is the general open source community where the collective activity of individuals is what drives things forward.
Although an early advocate of individual power, I think I've gradually come to terms with a kind of dualism: institutions and the board form one sphere, and individuals and the DGs form another. The former provides some oversight and protections, while the latter does all the "real" work, the creative work. Of course it's not that neat and simple, but I think the distinction is useful.
Once that rough boundary is drawn in my own mind I'm more comfortable leaving the election of the board to institutional votes - because it's important, but of limited relevance. It's important for institutional priorities to have a guiding role, although you need the volunteer spirit of individuals to really make things succeed. Individuals have considerable influence on the project, whether or not they vote in board elections.
Individuals have their domain of power, and institutions have theirs. This seems like a fair compromise.
Aug 29, 2005
Danna Vessell says:
Carol I'm not sure what you mean by your posting above. What is defined as a "m...Carol –
I'm not sure what you mean by your posting above. What is defined as a "member"? Is it a person who is willing to put up the fee and join as an educational partner or is anyone allowed to become a member? What then determines "having some skin in the game" as mentioned before?
I agree with you about Sakai's future – one of the ways in which adoption of an innovation is increased is re-inventing it to best serve different needs. At the same time, I think in the infancy of a project like this, you have to have something definite to develop toward – in this case, Sakai is being developed as a collaborative learning environment specifically for higher education AND a new model for community collaboration. While it might eventually be that Sakai becomes a tool box, I believe we should focus our efforts at first in order to get the most benefit.
Sep 01, 2005
Rose Rocchio says:
Lots of good ideas here and I am glad to see that the governance discussion is w...Lots of good ideas here and I am glad to see that the governance discussion is well underway. Maybe I'm missing something, but I don't see the term of a director spelled out in this document. Elsewhere, Brad and Mara both mentioned 2 yr terms, but perhaps 3 would be more effective for say a 9 person board. That way we could ensure a 2/3 rds continuity to the Board. I also like the idea of a "nomination slate" along the lines of the way Educause's "slate committee" creates. In regards to where UCLA officially stands on many of these options, I will be taking them to our Sakai Sponsor's meeting next month and should be able to weigh in on them more specifically.
From our previous discussions however, UCLA does support the notion of advisory appointees to the board (as non-voting board members) and also appointed sub-committees as needed.
Sep 13, 2005
A. Harry Williams says:
Section 6.3 (or it could be elsewhere) In section 6.5, option 3) says "remainder...Section 6.3 (or it could be elsewhere) In section 6.5, option 3) says "remainder of that person's term". What is the term of office of a director? Section 7.4 defines the Secretary and Treasurer's term as one year, but no where is the director's term define.
Sep 13, 2005
Rose Rocchio says:
Are director's elected to serve for life or is there a specific term in mind? I ...