Policy 10 Board of Directors

Issued 4 July 2013

Positions

The Board of Directors of the History shall consist of Board-level executives who may coincidentally have positions with the History outside the Board of Directors. The Directors shall initially consist of the following positions:
  • Chief Executive Officer/Chairman of the Board
  • Chief Operating Officer/Executive Director
  • Chief Information Officer
  • Chief Counsel
  • One miscellaneous Director
Directors may be double- or triple-hatted as needed.

Number

The Board of Directors shall consist of an odd number of Directors, a minimum of three Directors and a maximum of five. The Board may expand this number at its discretion but always ensuring the number of Directors is odd.

Should a vacancy or vacancies occur on the Board, it should be advertised on the site, and a one month time-limit given to get CSWs in to the Board for potential candidates.

The Board shall consider new Director CSWs based on a candidate's past stats and products, their ability to and willingness to handle whatever duties they must perform, and their ability to handle written communication, in particular email. Since most of the communication of the Board is expected to be handled by email, those unwilling or unable to promptly, thoroughly and accurately handle email are useless to the Board.

Individual Duties

To the extent reasonable, the individual duties of the Board members shall be as follows:

The Chief Executive Officer/Chairman of the Board shall have two sets of duties. As Chairman of the Board, he shall be in charge of Board meetings. As CEO, he shall represent the History to the public. He shall also be the chief architect of strategies with regard to the History.

The Chief Operating Officer shall also be the Executive Director. The Executive Director, as shown on the Organizing Board, is the chief administrator of the History and runs the day-to-day operations of the History.

The Chief Information Officer is in charge of the information and technology infrastructure of the History. His duties shall include, but not be limited to, the selection of the proper technologies to support the History in its mission, their training on History personnel, and overseeing their proper use by History personnel. Incidentally, it should be noted that the History shall, as a matter of principle, prefer Open Source technologies.

The Chief Counsel shall be the executive in charge of legal matters, particularly ensuring that the History as an activity cannot be attacked legally and responding when it is. He also shall be in charge of Department 20 of the History, the Office of External Affairs. The Chief Counsel shall also function as the Secretary of the Board, where secretarial functions are needed. Thus, for example, the Chief Counsel would keep the minutes of any meetings by the Board.

A "miscellaneous" Director shall no specific duties with regard to the Board, except to vote on matters before the Board.

Originators and Sole Approval Point of Policy

The Board of Directors shall be the ultimate originators of Policy for the History, and is the only entity which can change the Admin Scale and/or Policy for the History.

Meetings

"Meetings" of the Board may not (and probably should not) actually be done in person. Communication of Board matters by email or other electronic means shall be sufficient to constitute Board Meetings, assuming all members of the Board have adequate chance to vote and/or comment as needed. Thus Board meetings would generally be "virtual". Any matter before the Board on which they make a determination shall be considered a Board meeting.

The minutes of Board meetings and any votes by the Board shall be made available as part of the History. Management of the History shall be transparent and take place publicly, as regards their final decisions. The Board may or may not invite public comment as part of the decision making process, but only the Board itself may vote on matters which are the province of the Board (see above).

Membership By Invitation Only

Membership on the Board shall be by invitation and selection from the existing Board members.

Ejection

Any Board member or other member of the History may be ejected by a Committee of Investigation held by the Board of Directors. See later policy on group justice for details. Such Committees are held only by the Board.

Referral

The public at large is free to bring History-related matters to the Board's attention. However, the Board shall exercise its own discretion in dealing with or not dealing with such matters. The Board may defer such matters to lower levels of the Org Board which may be more properly suited to handling the particular matters in question.

Paul M. Foster
for the
Board of Directors

BOD:PMF