Boardwatch Report: November 19, 2019 SFBC Board of Directors Meeting

The November SFBC board meeting included several Momentum high priority items, including board recommendation of board candidates (We support board neutrality), board vacancy policy, term limits, and three-year terms. We’re disappointed that none of our priorities were approved by the board.

Board Endorsement of Candidates Proposal

Alex Sweet led the discussion of the board development committee’s recommendation to have board recommendations of candidates interested in serving on the board. When asked if the board uses a quantifiably measurable behavior rubric that lists the candidate skills that the board seeks to fill in an election and how specific candidates meet such skill expectations, Brian Wiedenmeier reported that the board does use a rubric that is based on the criteria that the board has discussed during prior meetings, but that the rubric is not published or made available to members who may be interested in seeking to serve on the board. The board voted in favor of board endorsements in the following manner:

Yes on SFBC board candidate endorsements: Andy Thornley, Julie Uota, Robin Abad Ocubillo, Alexandra Sweet, Sarah Bindman, Brad Williford, Meaghan Mitchell
No on SFBC endorsements: Preston Rhea, Kelli Shields
Abstaining: Jean Kao, Marie Jonas, Shirley Johnson, Mary Kay Chin

Filling Vacant SFBC Board Seats Proposal

The board next took a break before resuming the meeting to discuss recommendations that the governance committee had attempted to bring to the full board for several months. The governance committee discussion was facilitated by Shirley Johnson and included a proposal regarding how to fill vacant board seats. If a director vacancy occurs more than four months prior to the next board election (the seat would remain vacant if open one quarter of the year or less prior to the election), ranked choice voting (RCV) results would be used to determine which candidate received the most support and would fill the vacancy. RCV could be overruled if ¾ of the directors either vote to choose a specific individual or ¾ of directors vote to keep the vacancy open.

Juli Uota shared that she is in support of a policy for filling vacancies. Andy Thornley said that he does not agree that a problem exists because the bylaws do not explicitly require a 15-member board. Marie Jonas shared her skepticism that 12 directors would ever agree to appoint a specific candidate to fill a vacancy or choose to leave a vacancy open, and that she trusts the decision-making of the board when filling vacancies rather than a minority of members who participate in director elections, adding that fewer than 10% of members choose to vote in board elections and implicitly questioning election of directors as a representative process for the organization. Juli Uota emphasized her interest in clarity around the policy of filling vacant seats rather than a compulsion to fill a vacancy for the sake of filling a vacant seat, and Sarah Bindman reiterated in a clarifying comment that RCV would not require re-calculating the results to identify a candidate (i.e., the process comes at no additional financial cost). Robin Abad Ocubillo said that he is concerned that the directors do not have sufficient “internal consensus” and that the organization is under too many time constraints supporting fundraising goals to spend the time on filling a vacancy. Kelli Shields shared her perspective that the subcommittee’s compromise recommendation to the board to use the RCV runner up vote recipient from the prior election was made precisely because the board had previously used excessive meeting time to discuss vacant seats in the absence of a vacancy policy, and that the subcommittee recommended an alternative that would prevent such an event from distracting the board from its work if/when a vacancy occurs in the future. Jean Kao asked clarifying questions including “What if no RCV candidate has a majority of votes?” Answer: Seat remains vacant. Julie Uota shared a comment immediately prior to the vote that it is her opinion that she has “lost faith in the goodwill surrounding the governance committee process and that she plans to abstain from the vote.” With that note, the directors voted in the following manner:

Yes in support of a board vacancy policy: Kelli Shields, Preston Rhea, Shirley Johnson
No in opposition to a board vacancy policy: Marie Jonas, Andy Thornley, Robin Abad Ocubillo, Alexandra Sweet, Brad Williford
Abstaining: Juli Uota, Jean Kao, Meaghan Mitchell, Sarah Bindman, Mary Kay Chin

Term Limits Proposal

The governance committee also requested approval to post a blog to solicit member input on potential bylaws changes for term limits and three-year terms instead of the current two-year terms. Members interested in serving on the board currently run to fill seven director positions one election year, and eight director positions the subsequent year. The proposal would change the process so that members would run to fill five open seats every year and serve three-year terms as a way to increase continuity of board makeup and decrease the likelihood that an election cycle could be dominated one year by an outside group of eight candidates who may be hostile to the coalition’s members’ interests.

Members present during open comment and emails sent to the directors were in support of the use of a blog post to seek member feedback and input. Jean Kao, board president, stated that the vote would be taken without reviewing the blog. Kelli Shields said the blog was available on the board’s DropBox folder for board review. Shirley Johnson pointed out that the blog was posted on Dropbox for the last three months. Directors then voted in the following manner:

Yes in support of a blog post to solicit member feedback: Shirley Johnson, Kelli Shields, Preston Rhea
No to oppose a blog post to solicit member feedback: Andy Thornley, Meaghan Mitchell, Marie Jonas, Brad Williford, Sarah Bindman, Juli Uota
Abstaining: Jean Kao, Robin Abad Ocubillo, Alexandra Sweet, Mary Kay Chin

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