On Tue, Sep 17, 2024 at 3:11 PM Robert Ramey via Boost < boost@lists.boost.org> 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/ The Boost community members who serve on the Foundation Board of Directors work hard, and they are dedicated. And I have concerns about the effectiveness of their governance. Serving on a non-profit board comes with significant responsibilities. Each director is expected to act in the best interests of the organization, ensure compliance with laws and regulations, and make decisions in good faith and a reasonably prudent manner. Directors are supposed to know the laws, rules, and requirements, as they are legally liable for the activities of the corporation. Unfortunately, the Foundation board may not be meeting these expectations. For instance, new members are added without proper orientation or documentation, such as articles of incorporation, bylaws, or a copy of the letter of determination. Some directors miss meetings or fail to provide written notice, which is a breach of fiduciary responsibilities. New board members are not provided with the materials to learn about Boost or its culture. I also think the Foundation board meets too often for the wrong reasons, leading to "attendance fatigue." Board meetings should only occur when necessary, such as for full financial disclosures or board-level decisions. Agendas routinely include trivial matters that do not need a board meeting to address. For example launching a Discourse server. Career board members such as those who serve on many non-profit boards simultaneously, may not want to be bothered with most of the things listed in the meeting minutes. I believe there are too many Foundation board members. What is the purpose of having so many? Most activities can continue without them being board members. I suspect many of the Foundation board members are not aware of their exposure to legal liability. Having more board members does not lead to better decisions; it can actually make decision-making more difficult due to conflicting interests, reduced accountability, decreased motivation, voting dynamics, and difficulty in finding common ground. I say these things, not to criticize the Boost Foundation, as their annual revenue of less than $50,000 qualifies for simplified reporting requirements (Form 990-N). Rather, I point this out to drive an important point home: to serve properly on a board of directors and to run a non-profit requires ongoing commitment of time and energy to understand the organization and the non-profit regulations. For Boost's modest needs there is no reason to have an expansive non-profit board of directors, as the requirements of the project with respect to managing shared assets are largely constant. This is why we dropped the "Boost Software Commons" governance by a new nonprofit from our proposal. I realized that the very last thing Boost volunteers want to do is take on the responsibilities of serving on a non-profit board. If Boost is to have sound governance by community members, we must ensure they are set up to succeed at the tasks set upon them. This means minimizing the amount of administrative (i.e. non-technical) red tape. Getting a bunch of engineers from all over the world, who speak different languages, to meet physically on a Zoom call once per month to conduct business in a way that satisfies regulatory compliance is a setup for failure. Being a Boost Community member does not magically imbue someone with the desire or the ability to serve effectively on a non-profit board. 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-editi... Adler & Colvin has a useful resource to help people who join a non-profit board understand their responsibilities: https://www.adlercolvin.com/what-every-nonprofit-board-member-should-know-2/ I feel strongly that the fiscal sponsorship model is best for Boost, as it delegates the fixed costs of running a non-profit board to people who are already set up to handle it. Before the Boost Foundation, the Software Freedom Conservancy fulfilled this role. They had the benefit of an economy of scale, as they could leverage "board reuse" to service multiple projects at the same time. Our proposal suggests using the C++ Alliance's non-profit board to shoulder the administrative burdens. The scale of the Alliance income and expenses is such that we have already deployed significant infrastructure to ensure regulatory compliance (a mountain of paperwork and two law firms). To put it simply, the fiscal sponsorship model allows the Boost project to decide what is best in terms of governance without forcing C++ programmers to become experts at non-profit boards. Phew... I have two questions: Robert, why do you prefer having library authors become experts at nonprofits, instead of using a fiscal sponsorship model like Software Freedom Conservancy which worked for years? And, I would kindly ask the review manager to confirm that the statements I made regarding the Boost Foundation board members and meetings are accurate. Thanks