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Giving real powers to the Governance Board #6

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Expand Up @@ -29,17 +29,12 @@ growth, the Foundation and its founders strongly believe in the need for Communi
## Community-elected Governing Board

The FOSS United Community, with support from the Foundation, will elect representatives from the
Community to a Governing Board. The Governing Board, building on their deep expertise in the
Indian and Global FOSS ecosystems, will steer the activities at the Foundation, establish
Community to a Governing Board. The Governing Board, which is an elected body representing the broad voting community of FOSS United,
building on their deep expertise in the Indian and Global FOSS ecosystems, will steer the activities at the Foundation, establish
guidelines for the Community to follow, and broadly help us achieve our stated objectives.

Please note that the Governing Board differs from the Board of Directors or a Governing Body,
as you might see from some of the examples listed above. At the moment, the Governing Board
does not have fiscal responsibility, i.e., they are not responsible for evaluating the budget
of the Foundation, seeking clarifications regarding budget variations, etc. The Governing
Board advises the Foundation in various capacities. We envision that within a few years,
the Governing Board will gain financial duties, as the Foundation and the Governing Board
figure out how to work together cohesively.
as you might see from some of the examples listed above.

The elected representatives of the FOSS United Governing Board (hereafter referred to as GB),
shall be the primary body responsible for guiding and overseeing the activities of the FOSS United
Expand Down Expand Up @@ -70,6 +65,16 @@ The GB may invite guests to participate in consideration of specific topics (but
may not participate in any voting matters).

Primary activities of the GB shall be, but not limited to:
* represent the broad FOSS community of India
* ensure long term survival and growth of the FOSS United community
* set long term goals for the FOSS United community
* vote and approve the budget for the year
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@rahulporuri rahulporuri Oct 16, 2025

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Does this also mean that the GB is legally liable? You seem to be giving "real" powers to the Governing Board without also making it clear whether or not they will be legally liable for the Foundation's activities.

One of the primary reasons why we didn't go this far with the MVP charter is that "NGOs" that follow the structure you propose commonly have "fixed" Governing Boards that haven't changed in many years. I personally can't name a single Indian NGO that

  • elects a Governing Board regularly, e.g., each year
  • places fiscal and legal responsibility on them

can you name any?

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@rmehta rmehta Oct 16, 2025

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The GB has no liability because it does not get any remuneration from the Foundation. The legal liabilities will like with the Directors / auditors etc. Approving a budget via a GB is a proposed internal mechanism within the Foundation.

As far as prior practice, there is no reason we can't be the first?

Personally the NGO model is broken for me is because it is too far bent in favour of donors rather than beneficiaries. Maybe we set new standards?

* vote and approve on all policies regarding operation of the foundation including organisation structure, roles etc.
* set a fund raising target for the year
* review staff performance quarterly and check alignment with stated goals
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@rahulporuri rahulporuri Oct 16, 2025

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as much as possible, we tried to add prior art for the points stated in the charter document

could you please point to an organization, indian or international, where a Governing Board-like structure reviews individual staff performance and checks alignment with stated goals?

or is this an experiment, without any precedent?

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@rmehta rmehta Oct 16, 2025

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could you please point to an organization, indian or international, where a Governing Board-like structure reviews individual staff performance and checks alignment with stated goals?

Maybe this could be a good case study ;-). I haven't done any study of "prior art", but this makes sense to me for our context (and also as a founder)

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@rahulporuri rahulporuri Oct 16, 2025

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We already have one failed governance experiment - I would very much prefer starting small and building up, and not risk becoming one more failed case study

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@rmehta rmehta Oct 16, 2025

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IMO we risk being another failed case study if we don't fix governance.

* review the performance of the CEO and appointment of a new CEO if required
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@rahulporuri rahulporuri Oct 16, 2025

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👍

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@rahulporuri rahulporuri Oct 16, 2025

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it'll be good to add a frequency here - every month? every quarter? every year?

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@shreekumar3d shreekumar3d Oct 16, 2025 •
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IMO, we're going too far with this. I am in favour of such changes over a long term, but not immediately.

Is the concern here that the "range of the GB's powers" isn't clear ? If that's the case then the scope of the GB's "real powers" can be clarified rather than listing these under "Primary activities of the GB".

For this year, we have a set an implicit target - that we (the GB) will push FOSS United towards being visibly less adhoc, better documented and structured. Encourage volunteers and initiatives by making everything driven by workgroups that involve volunteers. Adding all these things will distract from the targets for this year.

Including these will also expose us to the avoidable pain of somebody coming at the end of the year saying "did you do all that". Frankly - I don't think we have the bandwidth to do all that, and we're not going to take this up this year. So that's why these shouldn't be merged in right now.

The GB doesn't lack powers, frankly. We are just being realistic in terms of what we can achieve in a short term. Amendments are the path that we'll take.

Also, note that we don't envision that the governance board will function arbitrarily. It will have to function in a well documented way to build community trust. Even if we were to take all these up, the precursor will be setting up the procedures for such things.

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@rmehta rmehta Oct 16, 2025 •
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it'll be good to add a frequency here - every month? every quarter? every year?

Once a year would be good IMO

For this year, we have a set an implicit target - that we (the GB) will push FOSS United towards being visibly less adhoc, better documented and structured. Encourage volunteers and initiatives by making everything driven by workgroups that involve volunteers. Adding all these things will distract from the targets for this year.

For me, this is fundamental to the architecture of governance. Otherwise like @mngshm says, let's not call it "governance board" but "advisory board"

* maintain a public policy "document" that maintains the position of FOSS United on all major policy initiatives
* ensure a consent mechanism within the entire community before new public policy positions are taken by the foundation
Comment on lines +76 to +77
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@rahulporuri rahulporuri Oct 16, 2025

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these two points belong in a separate policy charter - the governing board can vote and approve such a policy charter

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@rmehta rmehta Oct 16, 2025

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Since the GB is the only accountability mechanism, hence included here.

* vote on all decisions or matters coming before the GB; and
* approve procedures for the nomination and election of any representative of the Community
to the GB and any Officer or other positions created by the GB; and
Expand Down