From: Robert Ramey (ramey_at_[hidden])
Date: 2024-09-18 05:43:36
On 9/17/24 6:03 PM, Vinnie Falco via Boost wrote:
> On Tue, Sep 17, 2024 at 3:11 PM Robert Ramey via Boost <
> boost_at_[hidden]> wrote:
>
>> I'm proposing that the board of directors be elected by the boost
>> community.
>
> So the new board would be much more attuned to the procedures used by
>
> boost to achieve it's goals as specified by its mission statement.
>>
>
> I think a lot of people, probably some in the Boost Foundation, do not have
> a firm grasp on the requirements of serving on a nonprofit board. Generally
> speaking, each member of a board of directors has three duties: loyalty,
> obedience, and care:
>
> https://boardsource.org/resources/legal-duties-nonprofit-board-members/
That's interesting as far as it goes. But it leaves out one thing. The
principle duty of a board member is to serve the foundation's
benefactor(s) interest. These are those who create the wealth that the
foundation is setup to administer. In the case of the Ford Foundation,
etc it's the wealth created and donated by wealthy persons. In the case
of a university it would be the assets like plant and endowment donated
by alumni. In the case of Boost, it's the software created by the Boost
Community. Hence, the boost foundation board should administer and
defend this value. The best way to do this is for the Boost Community
to pick the foundation board members.
Sadly, most foundations don't take seriously the obligation to serve the
benefactor's interest. So the Ford and Rockefeller foundations
eventually morph into anti-capitalist enabling organizations accountable
to no one. Probably not what the original benefactors intended. Same
with university boards. They can do this because their benefactors are
long gone. Boost doesn't have this problem - it's benefactors are still
around.
Most boards focus on setting general policy and delegate administration
of certain kinds of assets to relevant professionals. So the board
members are not expected to be knowledgeable about these details. They
are expected to have industry/technology experience to perform their
duties. They're main duty is to fire the CEO when necessary. Still,
many boards fail in there duties. The show up once in a while to
collect a check until something drastic happens at which point they will
often resign. Again I don't expect this to be a big problem for the
Boost Foundation as members will be from the Boost Development Community.
> Having more board members does not lead to better decisions. In fact the
> opposite is true. As a board grows in size it faces increased difficulty to
> make decisions because of conflicting interests, reduced accountability,
> decreased motivation, voting dynamics, and difficulty in finding common
> ground. The same principle also applies to the proposed Steering Committee.
> It should be small, where everyone knows each other, and members can easily
> hold the other members accountable by voting them out if necessary.
>
> The C++ Alliance used the law firm of Adler & Colvin to create and submit
> the filing for receiving our tax-exempt letter of determination. They
> specialize in charities who contribute to open source, and their lawyers
> have pioneered the establishment of case law which demonstrates that
> contributions to open-source projects like Boost serve the public interest.
> Gregory Colvin wrote the definitive book on fiscal sponsorships, which you
> can check out here:
>
> https://fiscalsponsorship.com/auto-draft/fiscal-sponsorship-6-ways-3rd-edition/
LOL - the name Gregory Colvin sounded familiar. Turns out that it is:
https://www.boost.org/users/people/greg_colvin.html
I'm presuming it's not the same person.
> I have two questions:
>
> Robert, why do you prefer having library authors become experts at
> nonprofits,
Of course not.
instead of using a fiscal sponsorship model like Software
> Freedom Conservancy which worked for years?
I expect this tasks to be delegated appropriately. But I also expect
the board to take on the responsibilities for guiding the future of
boost in accordance with the consensus and desires of the Boost
Community. This is enforced by having the Boost Community elect it's
members similar to the way it happens in a for profit corporation.
As an example, I believe that, given all the pending issues that boost
has to address, most Boost Community members would consider the Beman
Project to be a distraction from the mission of boost and not support a
board which promoted such an idea. The issue would be resolved in an
election cycle if it got this far.
Robert Ramey