Governance

Checks and Balances

• “But, if not properly managed, the system of checks-and-balances can lead to a business that is overly bureaucratic, slow to react to marketplace changes, and unable to keep up with faster moving competitors.” -Source
• DMS has checks at the committee level (committee decisions require consensus) and at the board level (majority vote).

Culture of Yes

• Maintain a culture of innovation by saying yes to innovative ideas.
• “Let’s find a reason to not say no.”
• Google Does This

Culture of No

• Allowing a single person to put the brakes on an idea can give far too much weight to an opinion.
• IBM did this, and put a stop to it because it was damaging their company.
• We do this in our committees, maybe we should require someone to get a second person to object.

Benevolent Dictators

• “Among other topics related to hacker culture, Raymond elaborates on how the nature of open source forces the “dictatorship” to keep itself benevolent, since a strong disagreement can lead to the forking of the project under the rule of new leaders.” http://en.wikipedia.org/wiki/Benevolent_Dictator_for_Life

Book Notes (Who Says Elephants Can’t Dance?)

• “I look for people who work to solve problems and help colleagues.”
• “Reduce committees and meetings to a minimum. No committee decision making. Let’s have lots of candid straightforward decision making.”
• “build organizations that allow for hierarchy but at the same time bring people together for problem solving, regardless of where they are positioned within the organization.”

Fighting Burn-Out

• Burn-out: Physical or mental collapse caused by overwork or stress.
• “Burn-out” at DMS is more likely to just be a loss of interest.
• We should be thinking about how we can re-engage people who lose interest.
• Let’s find tasks that need doing, and connect them with people who are interested in the work.

Leadership

• “the essence of leadership is to have a vision and clarity” -Donald Rumsfeld
  • making it clear to everyone what you’re trying to achieve seems like good leadership

Duties of Directors

• Duty of Care
  • “The duty of care most simplified is a duty to stay informed and exercise ordinary care and prudence in management of the organization. With respect to nonprofit corporate directors and officers, the duty of care under Texas law (where I practice) mandates that the decision maker act (1) in good faith, (2) with ordinary care, and (3) in a manner he or she reasonably believes to be in the best interest of the corporation.”
    -http://moorenonprofitlaw.com/the-fiduciary-duty-of-care/
• Duty of Loyalty
  • “The duty of loyalty requires that the decision maker act for the benefit of the organization and not for her personal benefit.”
    -http://moorenonprofitlaw.com/three-key-components-to-the-fiduciary-duty-of-loyalty/
• Duty of Obedience
  • “Directors must act in a manner that is consistent with the provisions of the Certificate of Formation (Articles of Incorporation), by-laws, and tax-exempt status of the nonprofit. Directors should be familiar with the mission of the nonprofit and act in a manner consistent with such mission. Changing the direction of the organization or expanding the organization’s mission should be carefully considered. In addition, directors must comply with all federal, state, and local laws as they apply to the organization.”
    -http://www.texascbar.org/content/legal_library/pubs/downloads/NonProfitLegalToolkit2011.pdf