Re: Boost Asset Stewardship Review begins 09/03 (Updated)

From: Vinnie Falco (vinnie.falco_at_[hidden])
Date: 2024-09-18 01:03:19

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/

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-edition/

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