From 4eca2502e35d24f9d2a4d010d65332755458c523 Mon Sep 17 00:00:00 2001 From: Maneesha Sane Date: Mon, 29 Jan 2024 11:24:07 -0500 Subject: [PATCH 01/11] link to bylaws on carpentries website --- topic_folders/governance/bylaws.md | 193 +---------------------------- 1 file changed, 1 insertion(+), 192 deletions(-) diff --git a/topic_folders/governance/bylaws.md b/topic_folders/governance/bylaws.md index 148efb72..b66b748b 100644 --- a/topic_folders/governance/bylaws.md +++ b/topic_folders/governance/bylaws.md @@ -1,194 +1,3 @@ # The Carpentries Bylaws -[The Executive Council welcomes community feedback on these bylaws. See [our contact information](https://carpentries.org/governance/#contacting-the-executive-council).] - -## 1. Purpose - -**Vision**: The Carpentries vision is to be the leading inclusive community teaching data and coding skills. - -**Mission**: The Carpentries builds global capacity in essential data and computational skills for conducting efficient, open, and reproducible research. We train and foster an active, inclusive, diverse community of learners and instructors that promotes and models the importance of software and data in research. We collaboratively develop openly-available lessons and deliver these lessons using evidence-based teaching practices. We focus on people conducting and supporting research. - -## 2. Lesson Programs - -### Overview -Lesson Programs are collections of lessons which comprise one or more Carpentries workshops and the leadership guiding their development and implementation. The following requirements outline the general expectations associated with Lesson Programs; additional detail can be found in the [Lesson Program Policy](https://docs.carpentries.org/topic_folders/governance/lesson-program-policy.html). - -### Eligibility for Lesson Program Acceptance -The Executive Council is responsible for assessing a prospective Lesson Program for acceptance into The Carpentries, which requires a majority vote. The Executive Director in coordination with relevant core team and Executive Council members will be responsible for: developing and implementing policies related to Lesson Program incubation and assessing the ability of the Core Team and community to meet obligations associated with new Lesson Programs. - -### Roles and Responsibilities of Lesson Programs -A Lesson Program within The Carpentries should possess the following characteristics: -- Intention and purpose for lessons that align with The Carpentries mission and vision -- Goals and objectives for lessons and/or workshops that are distinct from other Lesson Programs -- Service to a particular audience of learners -- Evidence of community member commitment to Lesson Program governance (see below), lesson maintenance, and curriculum development - -### Governance of Lesson Programs -Each Lesson Program will have a Governance Committee to serve as community governance organisation and act as a point of contact with The Carpentries Executive Council and Core Team. The Lesson Program Governance Committee will provide the Executive Council with an annual report of Lesson Program operations. - -### Resignation and Termination of Lesson Programs -In the event that either the Lesson Program or The Carpentries is not fulfilling its obligations under the Lesson Program Policy, or the mission and vision of The Carpentries and the Lesson Program no longer align, the relationship between the Lesson Program and The Carpentries can be terminated. The Executive Council may decide to retire the Lesson Program through a majority vote, or the Lesson Program Governance Committee can choose to discontinue the Lesson Program's association with The Carpentries. In either case, notice must be given to the other organisation to arrange for separation of responsibilities and resources. - -## 3. Organisational Membership - -Member Organisations have committed to supporting the maintenance and growth of The Carpentries community according to the specific details outlined in each institution's Membership Agreement. In general, Member Organisations financially support The Carpentries in exchange for priority access to instructor training and guidance in building training capacity at their organisation. - -## 4. Individual Voting Membership - -The Carpentries community includes many opportunities for involvement representing variable levels of commitment. All individuals participating in community activities are required to conform to the [Code of Conduct](https://docs.carpentries.org/topic_folders/policies/code-of-conduct.html). Individuals may choose to commit to serving in one or more formal roles in the community, such as Instructor, Trainer, or Maintainer, as defined by [The Carpentries Handbook](https://docs.carpentries.org/index.html). - -### Eligibility, Rights, and Termination for Voting Members -In a yearly timeframe associated with the dates of the election, starting December 1st, individuals who satisfy at least one of the following conditions are eligible for Voting Membership: - -1. Every individual who has completed Instructor or Trainer certification in the past year -2. Every individual who has completed their Instructor or Trainer certification in the last two years and has taught at least one official workshop of The Carpentries -3. Every individual who is a certified Instructor or Trainer and has taught at least two official workshops of The Carpentries in the past two years -4. Any individual who has contributed to The Carpentries through [participation on a Committee or Task Force, serving as a mentor or maintainer](https://carpentries.org/community/), or otherwise making a significant contribution to any Lesson Program or The Carpentries organisation in the past year, as and thus is considered active in the community - -The Executive Director is not eligible for Voting Membership. - -All individuals who satisfy conditions 1-3 above are automatically tracked and will receive Voting Membership. Contributing community members who satisfy condition 4 are indicated by having a badge in AMY, The Carpentries’ internal database. Community members that do not have a badge in AMY, but feel they have contributed sufficiently, can contact The Carpentries Core Team (team@carpentries.org) within a reasonable timeframe prior to release of ballots, as dictated by the Election Policy, to request their voting privileges updated. -Community members can log in to [AMY](https://amy.carpentries.org/account/login/) -to check their records and voting-eligible status. For more help with accessing and updating your AMY profile, please see [Accessing and Updating Your Instructor Profile](https://docs.carpentries.org/topic_folders/for_instructors/current_instructors.html#accessing-and-updating-your-instructor-profile). - -Any individual who no longer wishes to be affiliated with The Carpentries or included as a Voting Member must inform The Carpentries Core Team for removal from membership lists. Voting Membership may be terminated by a majority vote of the Executive Council for individuals who are recommended for termination by the Code of Conduct Committee or Executive Director for non-compliance with The Carpentries policies or violation of the core values of The Carpentries. - -## 5. Executive Council - -### General Powers -As the highest leadership body of the organisation, the Executive Council is responsible for: -- determining the mission, vision and purposes of the organisation -- write, maintain and update the bylaws -- selecting the Executive Director and evaluating their performance -- strategic and organisational planning -- ensuring strong fiduciary oversight and financial management -- identifying revenue streams and resource development -- approving and monitoring The Carpentries programs and services -- enhancing The Carpentries public image -- assessing its own performance as the governing body of The Carpentries - -### Responsibilities of Executive Council Members -Each Member of the Executive Council is responsible for: -- knowing the organisation’s mission, vision, policies, programs, and needs -- reading and understanding the organisation’s financial statements -- serving as active advocates and ambassadors for the organisation necessary for The Carpentries to advance its mission -- leveraging connections, networks, and resources to develop collective action to fully achieve The Carpentries’ mission -- helping identify personal connections that can benefit the organisation’s fundraising and reputational standing, and can influence public policy -- preparing for, attending, and conscientiously participating in Executive Council meetings - -### Number, Tenure, Requirements, and Qualifications -The Executive Council will be composed of nine Members, each serving a two-year term. Member terms will begin on February 1st following the election, except when filling between-election vacancies (see below). Five Members of the Executive Council will be elected by the Executive Council (hereafter referred to as "Council-elected Members"). The other four Members will be elected by the Membership of the organisation ("Community-elected Members"). -Executive Council members will not serve for more than three consecutive 2 year terms, followed by at least a one year hiatus before serving any new term(s). -No employer may have more than two elected or appointed representatives on the Executive Council, and Carpentries Core Team are not eligible to serve as Executive Council Members. The Executive Council has the final say in determining whether people are working for the same employer. If more than two people who are working for the same employer are elected, they must step down one by one to be replaced by other nominees in order of the number of votes received. - -### Regular Meetings and Quorum -The Executive Council must meet at least quarterly, either in person or online. The meetings follow the [parliamentary procedure documented in the Carpentries Handbook](https://docs.carpentries.org/topic_folders/governance/executive-council.html#meetings). Quorum for meetings of the Executive Council is five Members, including at least one Council-elected and one Community-elected Member. The Executive Council may use an asynchronous public online voting mechanism for motions to be approved inbetween regular meetings. - -### Compensation -Members of the Executive Council shall not receive compensation from the Organisation for their service, with the exception of administrative support, travel, and accommodation costs related to their duties on the Executive Council. - -### Confidentiality -Members of the Executive Council will sometimes discuss or be made aware of information or activities that may be sensitive to share publicly (e.g. salary information). Executive Council Members are expected to treat such information confidentially and to disclose such information to those outside the Executive Council only when the Executive Council has agreed that such dissemination is appropriate. - -### Conflict of interest -Each member of the Executive Council of The Carpentries must sign the Conflict of interest declaration form at the beginning of their term and must report in case potential new conflicts of interest are occurring. - -### Removal -If a Member of the Executive Council consistently fails to meet the obligations outlined above, they may be removed by a vote of three-quarters of the other Members of the Executive Council. A vote to remove a Member must be announced in writing (in the meeting agenda) to the entire Executive Council at least ten days in advance to vote on the removal. A vacated Executive Council seat will be filled following the Between-election vacancies procedure outlined in the Nominations and Elections section. - -## 6. Nominations and Elections - -### Overview -Four to five of the nine Members of the Executive Council will be elected each year, either by the community (Community-elected) or by the Executive Council (Council-elected). A general timeline for elections will occur annually as follows: - -- Mid August: The Executive Council identifies an Executive Council member as point of contact for the election. The person should not be an Executive Council member who is standing for re-election -- Early September: Executive Council announces election, soliciting self-nominations for Community-elected Members and recommendations for Council-elected Members, and identifying areas of expertise desired by the Council -- Late October: Self-nominations and recommendations close and the Executive Council hosts Community Calls to discuss the election and introduce candidates for Community-elected Members -- Early November: Voting Members vote for Community-elected Members -- Mid-November: Executive Council elects Council-elected Members and announces the Executive Council Members for the following year -- February 1: Responsibility for governance is transferred to the new Executive Council - -### Community-elected Members -Two Community-elected Members will be elected each year by the Voting Members of The Carpentries. Any Voting Member of The Carpentries may stand for election by announcing their candidacy as dictated by the Election Policy; Carpentries Core Team may not stand for election. If there are fewer than two candidates for the election, the current Community-elected Members whose seats are up for election will decide amongst them who will remain in office. - -Elections will take place once every calendar year and no later than 30 days before the new Executive Council becomes active (February 1). Each Voting Member may vote for as many candidates as there are Community-elected Member seats to be filled. The candidates who receive the highest number of votes will be elected into the Executive Council. - -### Council-elected Members -Two or three of the Council-elected Members will be elected each year. The Executive Council must consider at least one more candidate than the number of Council-elected Member seats to be filled. Anyone may recommend candidates for Council-elected positions. - -Executive Council selects, by anonymous vote, the Council-elected Members from among the recommended candidates. Appointed Members will abstain from voting when they themselves are recommended for reappointment. Each Executive Council Member may vote for as many individuals as there are Council-elected Member seats to be filled. The individuals with the highest number of votes will be appointed. This vote will not take place until after the voting results for Community-elected Members are known and no later than December 15th. - -### Between-election Vacancies -If an Executive Council seat of a Community-elected Member becomes vacant after the beginning of the year but before the first of October, the Executive Council will strive to fill the seat with one of the non-elected nominees from the previous year’s election, in the order of the number of votes they received. If this effort fails, the Executive Council may appoint a Voting Member to fill the seat. - -If an Executive Council seat of a Council-elected Member becomes vacant after the beginning of the year but before the first of October, the Executive Council will strive to fill the seat with another eligible Voting Member. - -In both of these cases, the vacancy will be filled by the new Executive Council Member for the remainder of the original term only. - -## 7. Officers - -Responsibilities of each officer of the Executive Council are as follows: - -### Chair -- Oversee regularly scheduled Executive Council meetings and call special meetings as necessary -- Work in partnership with the Executive Director to make sure that resolutions are carried out and issues addressed by the Executive Council as needed -- Prepare the agenda for Executive Council meetings -- Oversee the search for a new Executive Director (when applicable) -- Coordinate the Executive Director's annual performance evaluation -- The board chair shall serve for renewable one-year terms. They shall serve not more than five consecutive years. - -### Vice-Chair -- Understand the responsibilities of the Executive Council Chair and be able to perform these duties in the chair's absence -- Participate in leadership of the Executive Council by chairing special Committees and carrying out assignments as requested by the Chair -- Ensure the circulation of agendas, minutes, and other communications to the Executive Council -- Ensure that any Executive Council members who have been given tasks know what it is they have been asked to do -- Check that action has been taken following decisions at previous meetings -- Receive all communication from community to Executive Council and relay as necessary - -### Secretary -- Ensure that someone is assigned to and takes minutes during all official EC meetings -- Revise minutes for publication -- Report decisions, policy, and action items in formal minutes published publicly (when applicable) - -### Treasurer -- Assist the Executive Director in preparing financial reports for both the Executive Council and community at large -- Assist the Executive Director in preparing the annual budget and presenting the budget to the Executive Council for approval -- Answer Executive Council Members’ questions about the budget and finances - -### Election of Officers -All officers must be members of the Executive Council. Officers will be selected via majority voting of the Executive Council at the first regular meeting of the Executive Council’s term. - -### Removal of Officers -If an officer steps down, is removed from the Executive Council, or is otherwise unable to meet their obligations as determined by the Chair and/or Vice Chair, a new officer will be elected from the remaining Executive Council Members. - -A detailed description of the Responsibilities of Executive Council members and officers is described [elsewhere](https://github.com/carpentries/executive-council-info/blob/main/process/roles_responsibilities.md#executive-council-roles-and-responsibilities). - -## 8. Committees and Task Forces - -### Committees -Committees are organised by the Executive Council to carry out specific tasks as delegated on an ongoing basis. Formation, Operations and terminations of Committees are regulated in the [Committee Policy](https://docs.carpentries.org/topic_folders/governance/committee-policy.html). -Both Committees and Task Forces are overseen by Core Team, although the Executive Council may request quarterly reports on each group’s activities. - -### Task Forces -Task Forces are organised by the Executive Council to carry out specific tasks on a short-term basis (e.g., a year or less). Formation, Operations and terminations of Task Forces are regulated in the [Task Force Policy](https://docs.carpentries.org/topic_folders/governance/task-force-policy.html). - -### CarpentryCon Task Force -CarpentryCon is the key community-building and networking event in The Carpentries' calendar of activities. This event brings together newer and more experienced community members to share knowledge, to network, to develop new skills, and to develop strategies for building strong local communities. Location and frequency of the meeting is determined by the CarpentryCon Task Force. - -## 9. Core Team - -### Executive Director -The Executive Director acts as the Chief Executive Officer of The Carpentries in accordance with its vision and mission as overseen by the Executive Council. The Executive Director provides oversight and overall management, planning, vision and leadership for all aspects of The Carpentries including programs, finances, resource development, human resources, member services, communications, and Executive Council development. The Executive Director assumes a leadership role in partnering with collaborating organisations, businesses, universities, foundations, government agencies, other nonprofits and supporters. The Executive Director works with the Executive Council to establish vision, policies, strategic focus, priorities, and general scope of programs. The Carpentries will deliver, and communicates on progress towards these goals via an annual report. - -The Executive Council is responsible for advertising, conducting interviews and setting the salary level for the position of Executive Director. A majority vote of the Executive Council is required to hire or remove the Executive Director from their position. - -## 10. Amendments - -### Bylaws -Any changes to these bylaws require a majority vote of the Executive Council. The Executive Council must re-approve these rules or an amended version every two years. - ---- - -Update log: -- [Approved 2018-11-01](https://github.com/carpentries/executive-council-info/issues/7) by the Executive Council -- Amended [2020-09-25](https://github.com/carpentries/docs.carpentries.org/pull/670) and [2020-10-22](https://github.com/carpentries/docs.carpentries.org/pull/681) by the Executive Council +The Carpentries bylaws are available on [The Carpentries website](https://carpentries.org/governance/#bylaws). \ No newline at end of file From 8073c49b4ebbdd383685c01ead2cdc037b81fa6d Mon Sep 17 00:00:00 2001 From: Maneesha Sane Date: Mon, 29 Jan 2024 11:24:32 -0500 Subject: [PATCH 02/11] update board intro info --- topic_folders/governance/executive-council.md | 16 +++++++++------- 1 file changed, 9 insertions(+), 7 deletions(-) diff --git a/topic_folders/governance/executive-council.md b/topic_folders/governance/executive-council.md index 586bd276..42a0a93f 100644 --- a/topic_folders/governance/executive-council.md +++ b/topic_folders/governance/executive-council.md @@ -1,14 +1,16 @@ -## The Carpentries Executive Council +## The Carpentries Board of Directors -### Introduction +The Board is responsible for strategic and organisational planning, selecting the Executive Director and evaluating their performance, financial oversight, identifying revenue streams and resource development, approving and monitoring The Carpentries programs and services, and enhancing The Carpentries public image. Members of the Board also serve as advocates and ambassadors for the organisation, leveraging their networks to benefit the organisation’s reputation and fundraising. The Board executes these responsibilities through meetings, regular correspondence, and collaboration via email and online platforms. In practice, each Board member is responsible for the following general tasks: -The Carpentries Executive Council is the highest leadership body of The Carpentries, to whom the Executive Director of -the Carpentries reports. The Council comprises nine members - four elected by the community and five appointed by the Executive Council. +- Support the Mission and Vision of The Carpentries +- Exemplify the Code of Conduct and Core Values +- Ensure The Carpentries’ adherence to legal agreements and standards +- Offer expertise to help ensure the health and success of the organisation +- Actively participate in discussions about strategic and financial decisions +- Provide feedback and vote on formal motions +- Dedicate four to six volunteer hours per month toward Carpentries activities (including meeting attendance) -The Executive Council is responsible for strategic and organisational planning, selecting the Executive Director and evaluating their performance, financial oversight, identifying revenue streams and resource development, approving and monitoring The Carpentries programs and services, and enhancing The Carpentries public image. Members of the Council also serve as advocates and ambassadors for the organisation, leveraging their networks to benefit the organisation’s reputation and fundraising. The Executive Council executes these responsibilities through a combination of quarterly Executive Council meetings and regular correspondence and collaboration via email and online platforms. For the full description of the Executive Council’s roles and responsibilities, see the Executive Council section of the [Carpentries Bylaws](bylaws.html#executive-council). -In addition to [publicly posting meeting minutes](https://github.com/carpentries/executive-council-info/tree/main/minutes), the Executive Council reports on its activities periodically in [Carpentries Clippings](https://carpentries.org/newsletter/) (the organisational newsletter) as well as through [blog posts](https://carpentries.org/posts-by-tags/#blog-tag-governance). -The Council also prepares [Yearly Summaries](https://github.com/carpentries/executive-council-info/tree/main/year-in-review) of its activities. ### Executive Council Officers From 5c5a44db52a5cfccba486bd4845dcdcf87064aef Mon Sep 17 00:00:00 2001 From: Maneesha Sane Date: Mon, 29 Jan 2024 11:30:04 -0500 Subject: [PATCH 03/11] update officers and standing committees info --- topic_folders/governance/executive-council.md | 68 +++---------------- 1 file changed, 11 insertions(+), 57 deletions(-) diff --git a/topic_folders/governance/executive-council.md b/topic_folders/governance/executive-council.md index 42a0a93f..9559a7ca 100644 --- a/topic_folders/governance/executive-council.md +++ b/topic_folders/governance/executive-council.md @@ -10,70 +10,24 @@ The Board is responsible for strategic and organisational planning, selecting th - Provide feedback and vote on formal motions - Dedicate four to six volunteer hours per month toward Carpentries activities (including meeting attendance) - - ### Executive Council Officers -Executive Council officers are selected at the first regular meeting following election and appointment of new members and serve one year terms. Officer positions include: - -* Chair -* Vice Chair -* Secretary -* Treasurer - -Roles and responsibilities for Executive Council Officers are described in the [bylaws](https://docs.carpentries.org/topic_folders/governance/bylaws.html#officers). - -### Executive Council Standing Committees -As of January 2021, the following standing committee structure was implemented as a practical way to manage the work and engagement of the Executive Council: - -- [Officers Committee](#officers-committee) -- [Governance Committee](#governance-committee) -- [Finance Committee](#finance-committee) -- [Program Committee](#program-committee) - -Serving on a specific standing committee provides Executive Council members with the opportunity to bring their subject matter expertise to specific governance and operational priorities, deal with issues and projects more effectively and efficiently, and maximize time and resources between meetings. Each Executive Council member serves on at least one, but no more than two committees. When considered beneficial or necessary, these committees can have members from The Carpentries community and/or Core Team. - -In addition to the Standing committees, the Executive Council may appoint ad hoc committees to handle issues that are typically short-term and specialised in nature. - -#### Officers Committee -This committee consists of the Executive Council Officers: Chair, Vice Chair, Secretary and Treasurer. - -**Roles & Responsibilities** -- Act with full authority of the Executive Council between EC meetings when needed in urgent matters, subject to Executive Council imposed limitations on committee action either by ad hoc objection from any EC member or from a list of limitations specified in the bylaws. -- Prioritise the agenda of the Executive Council meetings. -- Monitor the performance of the Executive Director, conduct their annual performance review, and make recommendations to the Executive Council regarding the Executive Director’s performance goals for the subsequent year. -- Provide a sounding board to the Executive Director and serve as a source of ready advice on operating and personnel matters. -- Obtain and evaluate relevant compensation information and make a recommendation to the Executive Council regarding the Executive Director’s compensation (including all benefits). -- Provide support to the Executive Director and direction to the Executive Council on oversight of legal and operational issues. -- Lead Executive Council level oversight of the organization's long-term strategic plan and short-term annual planning, including annual review of strategic plan performance metrics against anticipated community end results (outcomes). - -#### Governance Committee -This committee is chaired by the Vice Chair of the Executive Council. +Roles and responsibilities for Executive Council Officers are described in the [bylaws](https://carpentries.org/governance/#bylaws). -**Roles & Responsibilities** -- Assess the Executive Council’s performance as the governing body of The Carpentries. -- Lead the writing, maintenance, and updates to the Carpentries bylaws; revise/re-approve the bylaws, as needed, according to the bylaws -- Lead the process to identify, nominate, and onboard new Executive Council members. -- Suggest special committees/task forces as needed and prepare for their formation as per the [Committee Policy](https://docs.carpentries.org/topic_folders/governance/committee-policy.html#the-carpentries-committee-policy). -- Revise [Parliamentary Procedures for Executive Council Meetings](https://docs.google.com/document/d/1ywav0TY9F300lmQBFpsqQW4AR68H0-emkuImbG_2Mgs/edit#). -- Revise [The Carpentries Executive Council Elections: Timeline and Procedures](https://docs.google.com/document/d/1T_Smm8IOVVW3QUpOxYEFktebgup8vdxKPRY-TQOn1ho/edit#heading=h.97mnd6s3j6dc). +### Board of Directors Standing Committees +Each Board member is expected to serve on at least one, but no more than two standing committees. Serving on a specific standing committee allows Board members to bring their subject matter expertise to specific governance and operational priorities, deal with issues and projects more effectively and efficiently, and maximise time and resources between meetings. The current standing committees are described below. -#### Finance Committee -This committee is chaired by the Treasurer of the Executive Council. +**Audit Committee** +The Audit Committee assists the Board of Directors in fulfilling its oversight responsibility concerning (1) risk management and the adequacy of insurance coverage, (2) the financial reporting process, (3) the system of internal controls, (4) the audit process, and (5) the Organisation’s process for monitoring compliance with laws and regulations. The Committee appoints and manages an external (independent) auditor. -**Roles & Responsibilities** -- Ensuring strong fiduciary oversight and financial management. -- Making sure financial reports are accurate. -- Overseeing the organisation’s budget. -- Identifying revenue streams and resource development. -- Advise on a strategy for establishing reserve funds, lines of credit, and short- and long-term investments. +**Finance Committee** +The Finance Committee assists the Board of Directors in fulfilling its oversight responsibility concerning the annual budget. -#### Program Committee -This committee can be chaired by any member of the Executive Council. +**Governance & Personnel Committee** +The Governance and Personnel Committee assists the Board in fulfilling its oversight responsibilities by creating and implementing sound compensation and personnel policies and practices and ongoing oversight of the Executive Director and Board efficacy, composition, onboarding, and recruitment. -**Roles & Responsibilities** -- Approving and monitoring The Carpentries programs and services. -- Make recommendations to strengthen programs and services in line with the Carpentries mission, vision, and strategic plan. +**Program Committee** +The Program Committee approves and monitors The Carpentries programs and services. ### Contacting the Executive Council If you have a question or concern for the Executive Council, there are three ways to communicate with Executive Council Members: From 41a9cefe85712bc70c859e4f3c46d1e998526bed Mon Sep 17 00:00:00 2001 From: Maneesha Sane Date: Mon, 29 Jan 2024 11:34:09 -0500 Subject: [PATCH 04/11] update contact board section --- topic_folders/governance/executive-council.md | 8 ++------ 1 file changed, 2 insertions(+), 6 deletions(-) diff --git a/topic_folders/governance/executive-council.md b/topic_folders/governance/executive-council.md index 9559a7ca..d9b27614 100644 --- a/topic_folders/governance/executive-council.md +++ b/topic_folders/governance/executive-council.md @@ -29,12 +29,8 @@ The Governance and Personnel Committee assists the Board in fulfilling its overs **Program Committee** The Program Committee approves and monitors The Carpentries programs and services. -### Contacting the Executive Council -If you have a question or concern for the Executive Council, there are three ways to communicate with Executive Council Members: - -1. **File an [issue](https://github.com/carpentries/executive-council-info/issues) in this repository.** This is appropriate if you would like to solicit additional community feedback on a topic of general interest to the community. -2. **Send us an [email](mailto:carpentries-executive-council@carpentries.org).** This is appropriate for communicating directly with the Executive Council but not the rest of our community. -3. **Submit [this form](https://forms.gle/Adi54ESBi5hHmcdu5).** This is preferable if you would like confidential communication with the Executive Council, or if you would like to remain anonymous. +### Contacting the Board +Contact the Board by [sending an email](mailto:board@carpentries.org) or by [filling in this form](https://docs.google.com/document/d/1xXVQIfUz0hV6I2VKUawXro2n7ioN5tBFbW0FBTZ8FiU/). ### Executive Council Documentation From dcf573ec049618501c608e60f1455a9f0420dd0a Mon Sep 17 00:00:00 2001 From: Maneesha Sane Date: Mon, 29 Jan 2024 11:50:26 -0500 Subject: [PATCH 05/11] refer to board, not EC --- topic_folders/governance/executive-council.md | 4 ++-- 1 file changed, 2 insertions(+), 2 deletions(-) diff --git a/topic_folders/governance/executive-council.md b/topic_folders/governance/executive-council.md index d9b27614..fb7cbb44 100644 --- a/topic_folders/governance/executive-council.md +++ b/topic_folders/governance/executive-council.md @@ -10,9 +10,9 @@ The Board is responsible for strategic and organisational planning, selecting th - Provide feedback and vote on formal motions - Dedicate four to six volunteer hours per month toward Carpentries activities (including meeting attendance) -### Executive Council Officers +### Board of Directors Officers -Roles and responsibilities for Executive Council Officers are described in the [bylaws](https://carpentries.org/governance/#bylaws). +Roles and responsibilities for Board of Directors Officers are described in the [bylaws](https://carpentries.org/governance/#bylaws). ### Board of Directors Standing Committees Each Board member is expected to serve on at least one, but no more than two standing committees. Serving on a specific standing committee allows Board members to bring their subject matter expertise to specific governance and operational priorities, deal with issues and projects more effectively and efficiently, and maximise time and resources between meetings. The current standing committees are described below. From 8ac90e8244171ba44ae87269c9819d5c9ffe6a76 Mon Sep 17 00:00:00 2001 From: Maneesha Sane Date: Mon, 29 Jan 2024 12:11:58 -0500 Subject: [PATCH 06/11] rename ec file to board --- topic_folders/governance/{executive-council.md => board.md} | 0 1 file changed, 0 insertions(+), 0 deletions(-) rename topic_folders/governance/{executive-council.md => board.md} (100%) diff --git a/topic_folders/governance/executive-council.md b/topic_folders/governance/board.md similarity index 100% rename from topic_folders/governance/executive-council.md rename to topic_folders/governance/board.md From 2692494539a85b6a868e3b9b779624b3fc68e344 Mon Sep 17 00:00:00 2001 From: Maneesha Sane Date: Mon, 29 Jan 2024 14:31:11 -0500 Subject: [PATCH 07/11] add board doc to TOC --- topic_folders/governance/index.rst | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/topic_folders/governance/index.rst b/topic_folders/governance/index.rst index 43a9518f..c1f68250 100644 --- a/topic_folders/governance/index.rst +++ b/topic_folders/governance/index.rst @@ -6,7 +6,7 @@ Governance :glob: bylaws.md - executive-council.md + board.md committee-guidelines.md task-force-guidelines.md lesson-program-policy.md From 6b34bf5551bc02524982453c8e34f6e872dd5ba3 Mon Sep 17 00:00:00 2001 From: Maneesha Sane Date: Mon, 29 Jan 2024 14:31:33 -0500 Subject: [PATCH 08/11] add board decision making documentation --- topic_folders/governance/board.md | 53 +++++++++++++++++++++---------- 1 file changed, 36 insertions(+), 17 deletions(-) diff --git a/topic_folders/governance/board.md b/topic_folders/governance/board.md index fb7cbb44..a6a2f348 100644 --- a/topic_folders/governance/board.md +++ b/topic_folders/governance/board.md @@ -44,29 +44,48 @@ The [Executive Council Handbook](https://docs.google.com/document/d/1QMw9rLhrWJa - Resources - Glossary of terms -#### Executive Council transparency in decision making +#### Board of Directors Decision Making Rubric -The Executive Council, the Core Team and the Executive Director [agreed](https://github.com/carpentries/executive-council-info/issues/61) on the following decision-making rubric: +The following decision-making guidelines and examples provide transparency for when the Board of Directors should vote on governance matters. This list is intended to support the Board and Executive Director in assessing when an issue requires formal board approval, board review, or simply visibility to the Board. When delegated authority or committee area of work sets an item to the purview of a Board committee that has been noted. -_1. The Executive Council should vote on:_ +**This is not a comprehensive list. Examples are intended as a guide to support situating emergent issues in this framework.** -* The strategic plan: approving mid to long term strategic direction priorities (Mid term 1 year and long term 3-5 years). Include voting on strategic alliances with outside organisations -* The yearly budget: oversee the yearly budget and annual financial reports -* By-laws: modifying and approving official policy changes biannually -* Mission, vision, and values: defining, updating and approving the public mission, vision, and values statements -* Council-elected members: Policy to identifying, appointing, and removing/ replacing council-elected members when necessary -* Executive director: Appointing/removing the Executive Director when necessary +##### Approval Required +**The Board of Directors, or a committee with delegated authority, must vote on the following items.** +*These items require a vote per The Carpentries by-laws, committee charters, or formal Board approval in alignment with nonprofit governance best practices.* -_2. The Executive Council should advise on but not vote on:_ -* New staff appointments: Executive Council advice should continue to be considered alongside community members and The Core Team -* Equity, inclusion and access matters -* Approaches to growth in new regions -* Formation of committees/sub communities, specially if they affect multiple communities +- Annual budget +- Appointing/removing the Executive Director +- Adjustments to executive leadership compensation, as per the Executive Compensation policy. +- New policies or changes to existing policies that govern the Board and organisation (including bylaws, conflict of interest policy, cash management policy, investment policy, executive compensation policy, directors and officers data policy, and other policies needed to govern the organisation) +- Appointing/removing Board Directors, Officers, and Board advisors +- High-level goals of the organisation’s strategic plan +- Spending above the threshold of materiality *(Finance Committee)* +- Findings of the audit *(Audit Committee)* +- Material changes to the organisation’s structure and operations (e.g., establishing subsidiaries or legal obligations) +- Taking on debt +- Hiring/firing the organisation’s Auditor *(Audit Committee)* -_3. The Executive Council should be informed of (but no decision or advising expected):_ +##### Review Opportunity Required -* Decisions relating to Core Team changes -* The Executive Council needs to be generally informed where groups have explicit powers that affect the culture of the organisation (e.g. Decisions of the Lessons Programs governance committees and Task Forces) +**The Board of Directors should review and advise on the following items.** +*These items may be reporting requirements and documentation, management decisions and policies, or changes to organisation processes that the Board should have the opportunity to comment on. However, these items do not require a vote to approve. As such, the Board should be allowed to review and have ample time to comment on the following items. The Executive Director should keep a record of the Board review and comments.* + +- Executive Team staffing changes *(Governance & Personnel Committee)* +- Changes to the organisational compensation philosophy *(Governance & Personnel Committee)* +- Significant changes to the organisational chart (i.e., establishing a new team or functional area) +- Annual report (narrative and financial) +- Quarterly financial report +- Annual 990 filing +- Prioritisation and implementation plan underlying the organisation's high-level strategic goals + +##### Visibility Required + +**The Board of Directors should be informed of the following items, but no decision or advising is required.** +*These items require visibility to the Board. The Board should be informed of the following items. However, there is no required decision or need for input. The Executive Director should keep a record of board visibility in these items.* + +- An annual list of highly compensated individuals appearing on the 990 +- Annual list of vendors, including funders, contractors, and others doing business with The Carpentries (part of the annual conflict of interest renewals) ### Executive Council Meetings From 5437b3929052e016d66f9a1c06fa163eaf7c1b51 Mon Sep 17 00:00:00 2001 From: Maneesha Sane Date: Mon, 29 Jan 2024 14:58:01 -0500 Subject: [PATCH 09/11] add board meetings --- topic_folders/governance/board.md | 113 +++++++++++++++++++++--------- 1 file changed, 81 insertions(+), 32 deletions(-) diff --git a/topic_folders/governance/board.md b/topic_folders/governance/board.md index a6a2f348..1be9b13d 100644 --- a/topic_folders/governance/board.md +++ b/topic_folders/governance/board.md @@ -87,35 +87,84 @@ The following decision-making guidelines and examples provide transparency for w - An annual list of highly compensated individuals appearing on the 990 - Annual list of vendors, including funders, contractors, and others doing business with The Carpentries (part of the annual conflict of interest renewals) -### Executive Council Meetings - -The Executive Council meets quarterly (i.e. February, May, August, December). Standing Committees hold additional meetings when needed, typically monthly. Minutes of the Executive Council meetings are shared publically in the [executive-council-info repository](https://github.com/carpentries/executive-council-info/tree/main/minutes). Executive Council members are invited to attend the Core Team meetings as needed, and Core Team members attend Standing Committee meetings as needed. A list of issues to be discussed during quarterly Executive Council meetings is provided below. A monthly list of issues to be discussed and tasks to complete outside of quarterly Executive Council meetings is provided in the [Executive Council Work Plan](https://github.com/carpentries/executive-council-info/blob/main/process/workplan.md) - -#### February -* Approve minutes from December meeting -* Select new officers and standing committee members -* Select Executive Council Liaison to Code of Conduct Committee -* Review Q4 financial report from previous year -* Decide upon annual goals for New Executive Council (can vote on goals asynchronously if needed) - -#### May -* Approve minutes from February meeting -* Review Q1 financial report -* Standing Committee Reports -* Review draft of annual financial report -* Review and discussion of strategic plan activities - -#### August -* Approve minutes from May meeting -* Review Q2 financial report -* Standing Committee Reports -* Review and discussion of strategic plan activities -* Identify desired skills for incoming Executive Council members - -#### December -* Approve minutes from August meeting -* Election of the next Executive Council -* Review Q3 financial report -* Approve next year’s budget -* Standing Committee Reports -* Review and discussion of strategic plan activities +### Board Standing Committees Work Plan + +#### Audit Committee Work Plan +Review The Carpentries Audit Committee Charter; answer questions +Appoint a Chair for the Audit Committee +Review and approve planned insurance coverage for The Carpentries, Inc. +Discuss risk management processes and strategies based on The Carpentries operations; bring resolutions to appropriate board meetings for discussion and consideration +Select an independent auditing firm to conduct The Carpentries’ audit per the committee charter + +#### Finance Committee Work Plan +- Review The Carpentries Finance Committee Charter; answer questions +- Appoint a Chair for the Finance Committee +- Review The Carpentries annual budget workflow; make recommendations as needed +- Establish the desired format and frequency of financial reports +- Review and approve The Carpentries Annual Finance Report (April/May) +- Present the 2025 annual budget to the Board of Directors for approval + +#### Governance and Personnel Committee Work Plan +- Review The Carpentries Governance and Personnel Committee Charter; answer questions +- Appoint a Chair for the Governance and Personnel Committee +- Finalize 2024 BoD Retreat Agenda +- Review and revise the orientation and training material for Board members to ensure smooth onboarding and engagement + - Board of Directors Handbook + - Board of Directors Onboarding Checklist + - Board Member Account Access Checklist +- Establish the Executive Director’s annual compensation structure (resources) +- Establishing a grid of the skills and experience on the Board; work with the Executive Director to identify skills unmet +- Develop a vetting process to assess the suitability of prospective candidates for the Board +- Develop an approach to evaluate the Board as a whole concerning its governance practices, compliance, and performance +- Administer the Executive Director’s Performance Review (October/November) + +#### Program Committee Work Plan +- Review The Carpentries Program Committee Charter; answer questions +- Appoint a Chair for the Program Committee +- Review and confirm the status of any lesson program applications from 2023 +- Review and approve The Carpentries Annual Report (April/May) +- Establish the desired format for reviewing metrics for The Carpentries programmatic outcomes in line with Carpentries Theory of Change + + +### Board Meeting Structure + +List of issues to be discussed and tasks to complete during quarterly Board meetings + +#### January +- Ratify community-elected (at-large) Board members (as needed) +- Onboard incoming / Offboard outgoing Board members (G&P Committee) +- Write letter from the Board for the Annual Report (outgoing Board Chair) +- Prepare Standing Committee Reports (outgoing Standing Committee Chairs) +- Update website with new Board member’s information +- Finalize Board Retreat Logistics +- Update contact information + +#### February (Q1 Meeting) +- Elect committee chairs for each Standing Committees +- Approve previous board meeting minutes for publication +- Review Q4 financial report from previous year +- Review and discussion of strategic plan activities +- Standing Committee Reports + +#### May (Q2 Meeting) +- Approve previous board meeting minutes for publication +- Review Q1 financial report +- Review and discussion of strategic plan activities +- Review draft of Annual Report and Financial Report +- Standing Committee Reports + +#### August (Q3 Meeting) +- Approve previous board meeting minutes for publication +- Review Q2 financial report +- Review and discussion of strategic plan activities +- Select an Elections Officer for the community election of at-large Board members (every third year based on terms of office); Implement the Elections Procedures +- Standing Committee Reports + +#### December (Q4 Meeting) +- Approve previous board meeting minutes for publication +- Review Q3 financial report +- Review and discussion of strategic plan activities +- Finalize Executive Director Performance Evaluation; compensation proposal should be included in the next fiscal year’s budget (Chair) +- Approve the proposed budget for the upcoming fiscal year (ALL) +- Announce dates for next year’s retreat +- Standing Committee Reports From 93b7e241d53ce80e0aa2841af3ce3ef86c298a70 Mon Sep 17 00:00:00 2001 From: Maneesha Sane Date: Mon, 29 Jan 2024 15:07:16 -0500 Subject: [PATCH 10/11] one more EC >> Board --- topic_folders/governance/board.md | 6 +++--- 1 file changed, 3 insertions(+), 3 deletions(-) diff --git a/topic_folders/governance/board.md b/topic_folders/governance/board.md index 1be9b13d..41a54a34 100644 --- a/topic_folders/governance/board.md +++ b/topic_folders/governance/board.md @@ -32,11 +32,11 @@ The Program Committee approves and monitors The Carpentries programs and service ### Contacting the Board Contact the Board by [sending an email](mailto:board@carpentries.org) or by [filling in this form](https://docs.google.com/document/d/1xXVQIfUz0hV6I2VKUawXro2n7ioN5tBFbW0FBTZ8FiU/). -### Executive Council Documentation +### Board Documentation -The [Executive Council Handbook](https://docs.google.com/document/d/1QMw9rLhrWJardj-59tVr4JmpHH4o5O8O6i_73H2IKfo/edit) includes the following information: +The [Board Handbook](#) includes the following information: -- Roles and responsibilities of Executive Council Members +- Roles and responsibilities of Board Members - Onboarding documentation - Offboarding documentation - Communication and collaboration spaces From 385b25e873b47e443b39156adafb49edc6cc611f Mon Sep 17 00:00:00 2001 From: Maneesha Sane Date: Mon, 29 Jan 2024 15:08:35 -0500 Subject: [PATCH 11/11] add new Board handbook google doc --- topic_folders/governance/board.md | 2 +- 1 file changed, 1 insertion(+), 1 deletion(-) diff --git a/topic_folders/governance/board.md b/topic_folders/governance/board.md index 41a54a34..193c8cce 100644 --- a/topic_folders/governance/board.md +++ b/topic_folders/governance/board.md @@ -34,7 +34,7 @@ Contact the Board by [sending an email](mailto:board@carpentries.org) or by [fil ### Board Documentation -The [Board Handbook](#) includes the following information: +The [Board Handbook](https://docs.google.com/document/d/1Pjyw6TkCVZPYXeUp5xM96rlDJ6XzphierLs4YTgNDW8/edit) includes the following information: - Roles and responsibilities of Board Members - Onboarding documentation