Director Responsibilities

Redirect to:

• Archived

Please see foundation bylaws for official responsibilities; the follow drafts have been prepared to guide new board members. The foundation bylaws are based on a template used in the state of Delaware where we are incorporated and cannot be changed without undue legal cost, as a result these prior drafts form guidance only.

Suggested Involvement (DRAFT)

DRAFT - for discussion purposes only

What is expected from OSGeo's Board of Directors? Legal details are listed in section 3 of our bylaws. This section provides addition practical guidelines to help set expectations between the community and the board about the level of effort involved in the volunteer director role. It aims to advise on likely time commitments, as well as clarify the limits of what should be expected. Note that these are suggestions rather than rules:

Focus

The board's primary responsibility is to efficiently and effectively make strategic decisions related to the running of OSGeo. In many (most?) cases, this will involve validating decisions already made by OSGeo's subcommittees. (bylaws section 3.1).

Payment (lack of)

Directors are not paid for their service (bylaws section 3.4), but director should not be out of pocket when working for the board. For instance, a board member should be refunded travel expenses, and possibly lost wages, if requested to travel on behalf of the board. [TBD: "compensation for lost wages" is yet to be agreed upon by the board.]

Time Commitment

Directors should expect to spend 4 to 12 hours per month of their spare time on board activities. Directors will need to fit board responsibilities around external commitments, such as a full time job and family. Directors should sometimes contribute a little more, maybe negotiating with the community or external organisation, collating or developing ideas and writing them up, doing some extra research to back a decision, or helping with administrative work like taking minutes.

Monthly meetings

Directors should attempt to attend all board meetings, which happen once per month, for ~ 1 to 1.5 hours. Selection of meeting timeslots are to be negotiated to try and suit all members. Directors should read and contribute to the agenda beforehand. If unable to attend, the board member should attempt to provide opinions on issues before hand, and vote on motions afterwards.

Face to face meetings

OSGeo Directors often attend conferences such as FOSS4G as part of their professional or personal interest, and these offer an opportunity for board members to meet face-to-face. Attendance at one or two of these events per year is encouraged, but not required. (Directors who cannot travel to events can still make very valuable contributions to the board.)

Email list

Directors should monitor and contribute toward discussions on the board email list, and aim to vote on motions within 2 working days. There are typically a dozen email topics, absorbing ~ 2 hours reading/writing per month.

Advocacy

Directors should be prepared to represent OSGeo locally, possibly internationally, typically by presenting or working an OSGeo booth at conferences, in line with our OSGeo Advocate program. Note the Advocate policy on Expenses.

Director Responsibilities (DRAFT)

2010 DRAFT - for discussion purposes only

---

The responsibilities reflect the operating roles of the Board of Directors for OSGeo. See also Executive Positions for more on specific positions such as President, Secretary, Executive Director, etc.

The basis for all of these roles is established in the OSGeo Bylaws.

The business and affairs of the corporation shall be managed by or under the 
direction of the Board of Directors...
  -- Article III - Section 3.1 Powers

Executive and Member Oversight

1. Select/manage staff, delegating management responsibilities
2. Approving and overseeing staff, officers, members

Mission and Leadership

1. Create and monitor the mission (purposes, programs, priorities)
2. Setting annual goals and vision for organisation - now and for years ahead

Finance

1. Ensuring finances handled responsibly
2. Approve annual budget and reports to public
3. Maintain accountability by coordinating reports, reviews of policies, audits, etc.

Governance and Support

1. Ensure operations line up with OSGeo Bylaws
2. Supports Executive and staff in program delivery
3. Serve as advocates in the community

Fund Raising

1. Identifying, cultivating and soliciting prospective supporters (shared responsibility with staff)

Evaluate Effectiveness

1. Regular self assessment
2. Aiming for optimal composition and recruitment for future board membership
3. Ensuring committees run smoothly

References

• A summary of Board_Election_Procedure has a brief section of info on positive attributes and time commitment of directors.
• Above is based roughly on thoughts taken from this book and a bit from this book
• A website discussing Board roles, etc. here