The board is effectively Richard's boss while he is doing this work, and being on the board during that time creates a strong conflict of interest. I know some corporations do put the CEO on the board, but I think this is highly inappropriate, especially with a nonprofit. I think the best way to address this is to have Richard step down from the board while he is receiving funds from TPF.
As far as the proposal itself goes, there's a lot of good stuff in there, but I see several big holes. I've been whining for years that TPF does not produce enough material about itself for the community. In particular, I'd really like to see TPF produce an annual report. The report should cover two things. First, it should sum up what TPF has done in the past year. Second, it should contain a high-level financial summary of income and expenses. My animal rights group has been doing this for a while, and I think our report is a reasonable example.
As an aside, I'd also like to see more openness in general. For example, the decisions made at board meetings (and other committee meetings) should be made public. Right now, the grant and conference committees do this, but the board and steering committee do not. Heck, I don't even know when they meet, or if they meet! At each meeting, how about delegating someone to blog a summary of the meeting aftwards?
To get back to the proposal at hand, I think working on an annual report for 2008 would be a great thing to do. As far as other openness issues, that's more of a general complaint, and not something I think this proposal can address directly. I would like to see all the work that this proposal does blogged about, posted publically, etc.
I'd also like to see some work on volunteer cultivation. This is really hard work, but it's very valuable in the long run. Unless TPF somehow plans to maintain a full time staff, it needs to engage more volunteers. This means breaking down tasks into volunteer-sized pieces (hours or days of work, not weeks or months), putting the word out, and then nagging people to get stuff done. This is painful, but eventually it will achieve results.
Finally, I'm somewhat concerned that there's no fundraising activity in the proposal. I know that funding exists for this work _for now_. However, long-term, what is TPF's plan for getting more stuff done? I think it would be terrible for TPF to just burn through the Hague grant without increasing its income for the long-term.
[[A reply from Richard:
Thank you for your detailed and thoughtful comments, Dave.
Regarding Board membership: I am recused from the Board for the purpose of this issue, which is required by standard conflict-of-interest rules. (This goes for any member of TPF in any capacity or committee that would otherwise be involved in a financial decision effecting themselves.) We haven't talked about doing something beyond that along the lines you mention but I think the main concern with this usually is giving the roles of Chairman and President to the same person, and not simply there being an issue with having the President on the Board. It's a strange organization where the President isn't on the Board, as the input on the President is usually valued within the decision-making process of the organization, and not _every_ decision made by the Board is going to be a interest-conflict issue with the President.
Regarding the "holes" you point out in the proposal, I think all the things you mention are very worthwhile. There is nothing in the proposal that specifically says these things won't or can't be done, though. They'd just be details attached to some of the other points mentioned in Appendix A (those are headers of topics, not exhaustive lists), or would be included under the "usual duties of the President" line mentioned in the document.
Your points regarding publication of communications, open-ness, volunteer cultivation, etc. are all also very good. This work arrangement is meant to provide man-hours that can be directed to exactly these kinds of things. In fact, I want to point out a contradiction in what you said: "volunteer cultivation" is "very hard work", part of which is to "break work down into volunteer sized pieces (i.e. hours)". And this is exactly why we've had problems with it, because everyone involved in TPF to date is a volunteer! Therefore, no-one has the time to tackle the "very hard work" that's needed.
I have at least one friend who is employed full-time as a volunteer co-ordinator, because this job itself is one that needs full-time commitment to be 100% successful. So your own suggestion brings about the conclusion that TPF needs someone to be engaged on a more-than-volunteer basis. Volunteers and full-timers aren't mutually exclusive. They're complimentary.
Regarding fund-raising: this is mentioned in the document. Whatever plans that require funding coming from this work, part of the work involved is finding and obtaining the needed funding. Another thing you can consider is that I've been TPF's leading fundraiser since 2005. Demonstratably, no-one is more concerned about TPF's financial state and is more capable and inclined to do something about it than I am. My concern when writing the document was that funding shouldn't be made an end in itself. It should be done to support specific projects. In fact, you yourself said something along these lines at http://use.perl.org/~autarch/journal/35720
Matching funding to projects and vice versa is a good way to prevent money from aimlessly piling up without a strong sense of what mandate to attach it to, which I took to be your concern as written up in your use.perl journal.
There is one point of caution I want to add. After reading my proposal you comment on a few points, and the you said (effectively) "... and here's a few more things I think should be done too." My caution is this: 6 months isn't an infinite amount of time. There is a TON of work that can be done. Not all of it will be. Earlier this week I was talking with the Executive Directors of Eclipse Foundation and the Mozilla Foundation. I told them about how I was preparing to join them as employed community-organization leaders, and I described to them the scope of work I described in my proposal. The basic feedback and first reaction I got from both of them was (and I paraphrase) "You're crazy if you think you can get all that done in 6 months." I don't think I'm crazy, but it's debatable. :-) I think I'm going to do as good a job I can of cleaning out the Aegean stables as I can in that time.
This sounds like a very reasonable proposal. Most tasks need a minimum quantum of undivided attention; more than those without independent wealth usually have to spare. Richard is (unfortunately) available, knows what needs to be done, and is almost certainly the best person to do it. He is asking for a very modest remuneration so that he can devote his undivided attention to it, without having to worry about survival.
I'm sure the board is capable of dealing appropriately with any conflicts of interest that might arise. In any case, the most important approval is the donor's; tunes, pipers, &c?
Boy, blog comments suck for conversation but ...
"We haven't talked about doing something beyond that along the lines you mention but I think the main concern with this usually is giving the roles of Chairman and President to the same person, and not simply there being an issue with having the President on the Board. It's a strange organization where the President isn't on the Board, as the input on the President is usually valued within the decision-making process of the organization, and not _every_ decision made by the Board is going to be a interest-conflict issue with the President."
My experience is that President is a title given to someone on the board. This is _not_ a title given to an employee. An employee could be an Executive Director, Volunteer Coordinator, etc. My opinion is that it is bad form _any_ employee to be on the board of a nonprofit. The board is the end of the hierarchy, and is effectively the ultimate (if not immediate) manager of all employees. As such, having employees on the board creates a conflict of interest.
"In fact, I want to point out a contradiction in what you said: 'volunteer cultivation' is 'very hard work', part of which is to 'break work down into volunteer sized pieces (i.e. hours)'. And this is exactly why we've had problems with it, because everyone involved in TPF to date is a volunteer! Therefore, no-one has the time to tackle the 'very hard work' that's needed."
Well, I was suggesting that if TPF is going to pay someone to work for them, some of that paid time should be put towards volunteer cultivation, because it is such hard work.
"So your own suggestion brings about the conclusion that TPF needs someone to be engaged on a more-than-volunteer basis. Volunteers and full-timers aren't mutually exclusive. They're complimentary."
I think we're in agreemnt here. Maybe you misunderstood my point. I _also_ have a friend who's a full time volunteer coordinator, and in fact I'm on the board of the organization for which he works. I agree, volunteer coordination is best done by someone with a lot of time to do it (which generally means someone getting paid to do so).
"There is one point of caution I want to add. After reading my proposal you comment on a few points, and the you said (effectively) '... and here's a few more things I think should be done too.' My caution is this: 6 months isn't an infinite amount of time."
My theory is that if the things I suggested are worthwhile, maybe they're more important than some of the other things in the grant. For example, I think doing a proper annual report is _really, really_ important. I'd say spending significant time on volunteer coordination is also really important. Note that volunteer coordination is meta-work. Tou'd be guiding volunteer to complete tasks that you could do yourself. But you'd also be building up skills, commitment to the organization, and sharing responsbility in a way that will ultimately increase TPF's capacity for getting stuff done.
[[A reply from Richard:
Agreed, re: blog for continued discussion. We should try not to make it much of a thread beyond this.
Re: President, Board, etc. - my experience is in the realm of for-profit corporations where President/CEO is always an employee, and always on the Board; also, all other Directors are employees too. But I don't actually think the law makes a distinction between for-profits and not-for-profits in terms of permissible employee arrangements. I think what you're describing is more a matter of custom. The TPF bylaws explicitly put the President in the Board and also grant the President the power of general management. (What you're describing would mean we'd have to rewrite the bylaws to take anyway any special power from the president, and then create a non-Board E.D. position giving that position the powers the President used to have.) And there's nothing anywhere in the bylaws or Incorporation articles that prevent payment to anyone (Board or not) involved in TPF for their time. All that TPF can't do, give its not-for-profit status, is distribute dividends. On our Board Allison and Kurt have the most understanding of the legals surrounding TPF, not-for-profits and payment/employment issues. They won't let anything we're not allowed to do happen.
Regarding your suggestions of activities that should be included in the scope of work, I think these are really helpful and I'm glad you brought them up. Note that page 3 of the proposal document explicitly mentions volunteer co-ordination. I just didn't expand it into the excruciating detail this thread is in danger of exploring. That's the way proposals go; broad strokes, not infinite detail.
"The TPF bylaws explicitly put the President in the Board and also grant the President the power of general management."
To which I can only say "what the beep?!"
When drafting bylaws, the sane thing to do is to put as little as possible in them except what's necessary for incorporation. I doubt this grant of Presidential power was necessary. Looking at the existing bylaws, I can only guess that they were adapted from a for-profit corporation's filing, based on mentions of stock.
Regardless, I am suggesting that you resign as President while being paid by TPF. You could instead become a paid employee to whom the board delegates the necessary powers. The key is that you should not be your own boss.
I'm not suggesting that staying on the board would be _illegal_, just that it does not look good. Appearances matter for a nonprofit.
As a related matter, TPF has no published conflict of interest policy (my animal rights group has a nice simple policy TPF could more or less copy).
At the very least, I think you need to make a point of not participating in the discussion on this proposal (other than answering questions from the board), and not voting on it.
[[A reply from Richard:
Thanks again for your input. I won't reply in detail. All I will say is that all of this ground is either known to TPF as an issue which is going to get fixed Real Soon Now (e.g. published conflict of interest policy), something I've already replied to earlier in this "thread" (e.g. recusing myself from participating in the Board on the matter of this proposal), or something which has already been discussed within the Board.
I think this proposal is an important step for the TPF and Perl in general. Given the things that Richard has been able to accomplish on a part-time basis with short burst of full-time work, as well as his dedication to Perl in general and our community, I think he will do an excellent job on this proposal.
That said, I have a couple of suggestions:
A reply from Richard:
Thanks for your comments, Adam. If you read the details of the proposal in the PDF document you'll see that I already mention giving weekly blog postings, and larger reports at the end of each month. All these reports will be made internally and to the Perl community at large through the news.perlfoundation.org blog.
I have been wanting to comment on this proposal, but it turns out that my comments will mainly echo and summarize those thoughtful messages already posted here.
[[A reply from Richard:
Thanks for your comments, Damian.
I like the proposal and I would like to see it accepted. I second Dave's wish for an "annual report" as this would increase the transparency of TPF.
I've talked to Richard several times about TPF and what TPF could do (see the two interviews on http://downloads.foo-magazin.de). But he said that many things are hard to do only in free time. So accepting this proposal would be a great chance to start some things.
Many things need lots of time at the beginning and less time when it's started once...
[[A reply from Richard:
Thank you for your comments, RenÃ©e. I really like your observation about things needing more time at the beginning than later. That feels very true to me.
"[...] one of the PR aspects that might produce a worthwhile payoff would be to expand the scope of the item "Work with tchrist, O'Reilly and Perl community to revitalize www.perl.com"...to address the larger public face of Perl issue raised by Adam Kennedy and subsequently discussed on various PM groups' mailing lists"
I definitely agree with Damian there.
I agree entirely with Damian's comments. He mentions appearance of doing the proper thing. Dan - it would appear - suggests that it is improper for a paid employee to be a member of the Board, which employs him. I argue it is entirely proper for Richard to be a paid President and to be a member of the Board for the following reasons:
a) his proposal for paid employment is detailed and time-bound - it can be verified;
b) the proposal is public and is subject to scrutiny. All responses are positive about the tasks he is setting himself;
c) the Board consists of more than one person and the President has only one vote, so unless the other members of the Board are sheep and Richard is a wolf, I cannot see how he can do the wrong thing without being called to account;
d) it is the Board that employs the President, not the President who employs the President, so he is not employing himself;
e) finally, conflicts of interest occur all the time - its life. The proper thing is not to eliminate them altogether, but to avoid them where reasonably possible and to declare them where not. When the conflicts are declared, it is then possible for a reasonable person to judge whether the benefits of a situation in which a conflict arises outweigh the costs.
It is possible some NGO's only have unpaid oversight committees. I only know of NGO's where it is considered desireable to have a strong professional in the driving seat. It is entirely proper for Richard to be paid, indeed if perl is to be taken truly seriously, he should be paid and not just for six months.
Richard Hainsworth CFA
A reply from Richard Dice:
Thank you for your input, Richard.
I believe you are referring to Dave Rolsky's comments. I have been investigating this matter over the past few days and, with Allison's help, the best reference I can find to matters of conflict of interest with American nfp's in mind is at http://www.irs.gov/instructions/i1023/ar03.html
Over the next day or so I will be proposing that TPF adopt a conflict of interest policy based on this template. What I read at this URL seems very much aligned with your feedback here, as well as my understanding of corporate structures and corporate governance.
I was not suggesting that paying the President would be _illegal_! I don't think it's a good practice, and I think nonprofits should go further and keep the board and employees separate. My research suggests that this is the general consensus in the nonprofit world.
See this thread at idealist.org for more discussion and details.
Also note that Michigan state law may have a say in this.
(As an aside, note that if Richard gets paid and does any fundraising, TPF will have to file a new form, see here for details.)
As I keep saying, general corporate structures and governance are _not_ the model that a nonprofit follows. Nonprofits are different.
I like it. Doing this could really push things forward for Perl. Make it so.
I am in favour of this.
As long as Richard is not voting on the motions involving himself, I don't personally have a problem with remaining as President during the employment period.
This model is fairly typical of small organisations, and the rate of pay is hardly a reason to justify any corrupt behaviour.
I would, however, very much like to see a regular ongoing blog on the work he's doing. We've had problems with the President not communication enough for a long long time.
FYI: There are more comments on this topic on use.perl.org: http://use.perl.org/articles/09/04/30/1650205.shtml
The comments seem to be turning into politically charged soap boxes. In my perspective it is a simple matter. I've been involved in learning Perl for about 11 years. Perl is rapidly losing ground to other programming languages for all the WRONG reasons.
I've known Richard since 2002, and I cannot think of another programmer that I have more respect for their knowledge than Richard.
If paying him allows him to narrow his focus to getting Perl back on track, then make it a 1 year contract! Just DO IT.
Perl is suffering because of all the "iron butt" bureaucracy from a bunch of IT crufties. Approve it if you know what's good for the language. Perl needs some fresh air, so stop bickering over the mechanics of the door and open it!
[[A reply from Richard:
Thanks for your input, Kelly, and also your compliments. I have to say that, as far as programming talent goes, in the world of the Perl community I'm just glad to have a seat at the table. I've met plenty of people who go way beyond me. But that just goes to what I say in the opening paragraph of my proposal; we have an incredible wealth of programming and compsci talent in the Perl community, where I think we're lacking in in the realm of "the other stuff" that is needed to increase the dynamism of a programming language technology. That's what the proposal aims at, the "other stuff". Which is a combination of organisation/administration, analysis/strategy, PR/communications, and ambassadorship.
Adopting this proposal and employing someone to make a start on the tasks listed would be considerably better than the status quo. I'm not aware of anyone available and willing who would be better at it than Richard, and I hope and expect that the board and Richard can find ways to address and mitigate any actual or perceived conflicts of interest, increasing the transparency of the operation of TPF.
If the board are unable to do this, I will be most interested to learn of their reasons, and what they propose to do instead to put to good use the second $100,000 of Ian Hague's donation and $50,000 booking.com donation that are currently sitting in the bank, unused.
A reply from Richard:
Thank you for your comments, Nick. Regarding funding, please note that my proposal is for $30k, not the full $100k of available targeted funds from the Hague donation. I mention this just to clear up any potential ambiguity.
One of the paradoxes of having this quite significant piece of funding available is that it takes a lot of time and attention to decide how best to use it responsibly, and then once decisions are made much time is needed to put into the implementation of those spending plans. What we have found over the past year is that we have been too strapped for time to actually do this. This plan is meant to address that gap, amongst others.