.LRN Governance

Definitions

 

.LRN Consortium  – A nonprofit corporation incorporated in Massachusetts

.LRN Organizational Member  – An organization that has paid its yearly membership fee of $250 (or more).

.LRN Voting Member  – The individual designated by a .LRN Organizational Member to vote on its behalf.

.LRN Board  – A member of the 7 person board of directors that is elected by the .LRN Voting Members.

.LRN Chairman  – The chairman is a member of the .LRN board elected to chair the board by the .LRN board.

.LRN Leadership Team  – A group of people decided on by the .LRN Board and Leadership Team. .LRN Leadership Team members do not have to be voting .LRN members. 

.LRN Decision  – A decision that has gone through the decision making process described below

 

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Please note that the decision making process is being modified as of July 8, 2007  

The Decision Making Process

Goals

• Make it easy for motivated people to make decisions and implement them with minimal overhead.
• Give the elected .LRN Board oversight over .LRN decisions without requiring too much of the Board's time. 
• Give the appointed (in the future - elected?) Leadership Team (authority || permission) to move forward on technical decisions if the Board can not give input.

 

Informal description of the process

 

If you have an idea you'd like to implement, discuss it with people who care, post in OpenACS and/or talk about it in a .LRN meeting as appropriate. After you have listened, post your suggestion to the .LRN Decision board. Then implement it.  Mostly we all want the same things and we need action.  The .LRN Board vote is available as an oversight and in those hopefully infrequent times when there is significant dissent.
 

Formal Process

1. All members of the .LRN Board and Leadership Team subscribe to the .LRN Decision Forum.
2. The Leadership Team is the governing body primarily responsible for technical decisions with respect to .LRN. The Leadership Team has been appointed carefully by the Board hence there is implied trust by the Board in the Leadership Team. (NOTE: I am not sure how this would change if the Leadership Team changes to be elected.) 
3. There is no formal process for small technical decisions. The Leadership Team will keep discussions as open as possible via open meetings where anyone is free to attend. Ideally, most technical decisions will be made at the weekly Leadership Team Meetings (currently Tuesdays at 16GMT on #openacs at irc.freenode.net), but some informal discussions may take place via the Leadership Team mailing list (honchos at dotlrn.org) in order to be more efficient.
4. Members of the .LRN Board and Leadership Team are jointly responsible for making large technical and non-technical decisions with respect to .LRN.
5. There is a formal process for large technical and non-technical decisions. What constitutes a large technical decision is determined by the Board and the Leadership Team.  (NOTE1: Though most decisions for .LRN may be technical, I feel .LRN is much more than just a technical framework and will encounter non-technical issues/decisions; NOTE2: I consider a large technical decision to be something along the lines of: "Are we going to do the Zen Project?")
6. For all large decisions and all non-technical decisions, a new thread is started in the .LRN Decision Forum.  The first posting will contain the issue up for decision and the possible solutions on which the Board and Leadership Team members can vote. Once the thread is posted, voters have  (48 hours || 72 hours || 7 days) to vote.  A simple majority (51%) based on the members attending the vote will decide the decision up for vote. The Board and the Leadership Team members receive 1 vote each. In case of a tie, the present Board Members + (1 || 2) member(s) of the Leadership Team (which members are to be decided by the Leadership Team) will have a revote. Again a simple majority, will decide the vote. (NOTE: I don't know wtf to do if there is a tie after the revote.) (DAVEB: What is the motivation to make the votes scheduled and held in IRC, as opposed to a longer voting period on the forums. I think it would be easier to get participation from more members of the board and leadership team with a voting period on the forums. Since these are "large" decisions a few days of voting should not cause a signifigant delay.)(AVNI: Dave - that makes sense. Changed 17 july 07. :-) )
7. If a member of the Board or the Leadership Team disagrees strongly with a small or large technical or non-technical decision made, s/he may post his disagreement (the reason for the disagreement must be made clear in the forum posting) on the .LRN Decision Forum. If (2 || 3 || 4) other Board or Leadership Team members in distinct locations (distinct university, company, country, etc) agree with the dissenting member and post as such with their own reasons for dissenting in the same thread, the decision is overturned.  Other Leadership Team and Board Members along with community members may post on this thread also to inform the Team and the  Board about their views.

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1. Members of the .LRN Board and Leadership Team are jointly responsible for making decisions. All people are expected to discuss and reach an appropriate level of consensus on issues. 
2. When an individual believes he has done an appropriate level of communication and consensus building on a decision he posts it to the .LRN Decision Forum 
3. If no one objects or calls for a vote the decision is confirmed in 2 weeks.
4. If people agree they need take no action; however if there is disagreement or concern, any member of the Board or Leadership Team may “Call for a Vote” on any decision posted to the decision forum within 2 weeks of the post.
5. If a decision is called for a vote only the .LRN Board members vote. .LRN Leadership Team members are encouraged to post their views to help inform the board.
6. A decision is upheld with 2 Yes and 0 No’s or a 2/3 majority of all members (usually 5 people).

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The .LRN Board

• Board members typically serve 3 year terms. (See Start Up procedure for exceptions)
• Board members must be .LRN Voting Members from a .LRN Organization
• Elections are held once per year for all vacant posts.
• Board terms are staggered so that each year at least 2 or 3 posts are up for election.
• If a Board member resigns or is no longer a .LRN Voting member prior to the end of his 3-year term then that post is filled during the yearly vote.  All candiates are voted on together. The people with the highest number of votes are given the longest terms.

Start Up Procedure

For this year's elections all 7 positions will be available.  Because we are still in startup mode all terms will be for 1 year.  Next year all 7 seats will be up for election again, at that point we will transition to 3 year terms.  The 3 people who receive the top 3 votes will get 3 year terms, the next two, 2-year terms and the next two, one-year terms.This will set up up to have 1/3 of the positions available every year in the future.

The current board will immediately begin to designate the Leadership Team. We will not wait for the election.

The .LRN Decision forum will be put into place in the next 2 weeks after the server is moved.

The current Board will have oversight, but anything that has a “Call for Vote” will be delayed until the new board is in place. That is, noncontroversial decisions can be implemented immediately, but controversial decisions will be postponed until we have a duly elected Board to vote.

Discussion

 

This proposal was created by Carl Blesius, Rocael Hernandez, Carlos Kloos and Caroline Meeks over lunch at the Argentina E-Lane meeting. It was written up by Caroline Meeks.  Our goal was to create the simplest possible start up plan and leave complex or controversial decisions to an elected board.

This is not meant to be the final plan. Specifically we discussed but did not reach conclusions about how large organizations vs. small should be represented, individual vs. organizational power or how parties that contribute more money should be rewarded. We also discussed but did not decide on issues around official/certified vendors and vendors contributing back to .LRN. We will work on these issues with the newly elected board.

We ask that the community look over this proposal and see if you agree that it will work for startup purposes. We also ask that you think about what you would like to see as part of permanent governance and policy; however, the appropriate time to fully engage in decisions around long term issues is after we have an elected board.  At that point all parts of this initial governance plan can be modified via the decision policy laid out above.

I would especially ask those familiar with our nonprofit incorporation if there are any legal requirements we need to meet as part of governance.