Board Elections

Sorry, but I’ve been unexpectedly off the grid for most of the week. I took vacation and joined my wife’s family on a visit to her grandfather’s home town–Sestri Levante, Italy.  The house we rented did not have internet access and I’m slowly working my way backwards through nearly a week’s worth of email.

I can’t resist responding to Chuck’s recent blog entry about board elections where he advocates that only Higher Education representatives serve on the board of the Sakai Foundation and even suggests it might be worth amending the bylaws to this affect. I certainly disagree with amending the bylaws–we have an election process and that should serve to reflect the desires of the membership. If you don’t want commercial representatives then don’t vote for them, simple as that.

Chuck’s main argument against having commercial affiliates represented on the board seems to be conflict of interest:

…these companies have a core purpose – to make money. The Universities which contribute nearly all of the intellectual property which makes up Sakai – set their priorities based on their institution’s needs. A company which is monetizing Sakai will set priorities based on how *their particular company* can best monetize Sakai. Different companies will likely have different views as to what is the most important task to maximize profit for one particular company. It is fine for companies to have these priorities – it is *not fine* for these priorities to find their way into the Sakai Foundation’s priorities through the Board of Directors.

Chuck knows what I think of this (I think he does at least)–there are conflicts of interest of various types and a board member should (a) make these explicit and (b) try to put them aside when making board decisions. I agree with Chuck that commercial affiliates may have stronger structural conflicts, in general. But a blanket rule against this is too simplistic and it certainly isn’t the case that higher education board members are immune from conflicts.

So what’s my view? I would argue that diversity on the board is a good thing. There are a variety of types of diversity, of course, and it is ultimately up to the membership to decide the overall composition of the board. I personally like having a commercial affiliate on the board. But if you agree with Chuck then only vote for higher education board members. But let’s not amend the bylaws to prevent others from serving. My personal thought process, if I had a vote, would be to vote for who you thought would do the best job and create the best dynamic with the other board members. Depending on the current board composition, the perceived leadership/oversight needs and the available slate this may or may not include a commercial affiliate. But I don’t have a vote.

In fact, I *do* think the bylaws do need to be amended to allow the board to recruit skills that may not result from our current election process–a good example is financial expertise.  I recently proposed to the board that the bylaws be amended to allow the board itself to recruit a few non-elected members, members who they feel would help round out the board skills and perspectives. The Sakai Foundation membership would still retain majority control of the board, of course. The current board agreed with my proposal and I’m in the process of drafting a revision to the bylaws to present to the community and the membership. Expect to see it in late November or early December–I have a lot of catching up to do right now!

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One Response

  1. Michael – I understand and agree with your position on conflict of interest. Conflict of interest is more of a tactical issues – how particular decisions get made in particular meetings – and I agree that commercial folks have more *structural* conflict of interest – one significant example is that we do not require board approval for a new higher education partner – but we do need board approval for a new commercial partner. My concern and the source of my comments is not tactical but instead more strategic I am concerned that (a) we are still defining “community source” – we are still figuring out and defining the core values and even the mission of the Sakai Foundation – and I want those values to be reflective of the community and sharing and altruism of the higher education world – rather than driven by the need to improve the monetization Sakai IP in the next few quarters, and (b) by putting a just a few of our commercial partners on the board it creates an impression of undue competitive advantage could accrue to those commercial partners that secure seats on the Sakai Foundation Board. In order to avoid both the perception and realities of unfair competitive practices within the Sakai commercial ecosystem, we are best served if for a while we keep the focus of the board on higher education and not monetization. To continue on this second point – part of my proposal was to *increase* the access that commercial partners have to the Sakai Foundation by creating an advisory board where we invited *all* commercial partners to participate. I am very supportive of a healthy commercial ecosystem around Sakai – my proposal intended to *improve* the situation – it is not intended to harm commercial partners. Like you I am very committed to a diverse board – I love the idea of bringing in talent and perspectives to the board – a key here is that this works best when the underlying community values are well-established. I would love to see more participation from smaller schools, and a better representation reflecting the worldwide nature of Sakai, and I would love to see folks from places like Facebook or Diigo on the board to give us a better perspective for the future.

    So the essence of my proposal is a campaign speech for this year entreating the voters to prefer candidates from higher education instead of candidates from our commercial partners – even if those candidates come from a smaller school or a less-known school. Frankly we have seen an immediate and positive impact from electing Josh Baron last year. We have seen an exciting increased focus on the use and application of Sakai – I credit this in a large part to Josh’s board position. Perhaps we should elect some more teachers to the Sakai board.

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