ADHO Executive Board Scenarios
¶ 2 Leave a comment on paragraph 2 0 This document was prepared by the ADHO Implementation Committee (IC) for the ADHO Steering Committee following the guidance of the ADHO Governance Proposals and other documents. It is a recommendation for how the ADHO Executive should be structured and the ADHO Foundation document changed.
¶ 3 Leave a comment on paragraph 3 0 This document is a step towards replacing parts of the Governance Protocol with Bylaws and/or Protocols. The idea is that the Steering Committee will review and choose/adapt the recommendations and scenarios below (or send the IC back for more scenarios) at which point the IC will work with the ADHO Secretaries to prepare the appropriate documents like bylaws and protocols for the SC and final approval.
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- The Mission of ADHO is to provide support for shared activities in the Digital Humanities on behalf of the Constituent Organizations (COs). ADHO’s governance structure should support coordination between the COs. It should not replace or replicate the governance of individual COs.
- The members of ADHO are therefore the COs and it is the COs that ADHO serves. ADHO does not serve the members of the COs directly except through the participation of the COs in ADHO’s governance.
- ADHO governance has to be adapted so it can scale as new and different COs join. Upon being recognized as a new CO within ADHO, the CO should have an equal responsibility in all governance activities.
- This document is based on the ADHO Governance proposal approved by ADHO’s Steering Committee July 10, 2016. In the text the term ‘ADHO Governance proposal’ is used and it refers to the document found at http://adho.org/administration/steering/adho-governance-proposals.
- The purpose of the present document is to discuss and suggest alternatives where the ADHO Governance proposal is unclear, underspecified or where the proposed structures may cause problems.
- The discussion in this document assumes the creation of an Executive Board (Exec) to take responsibility for operational matters and that the Constituent Organisation Board (COB) takes responsibility for strategy and policy matters.
- ”Stichting ADHO” is the legal name of the current “incarnation” of ADHO as a not-for-profit foundation registered in Holland. The “joint venture Alliance of Digital Humanities Organizations” is not a separate legal body.
I. ADHO Executive Board: Composition and Elections
Recommendation 1: Create an Executive Board
¶ 7 Leave a comment on paragraph 7 0 In order to facilitate the management of ADHO while new organizations are added and the Constituent Organization Board (COB) expands it is proposed that an Executive Board be formed. This executive would both provide ongoing management of ADHO during the year and would serve as the Board of the legal Foundation. The role of the EB would be:
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- To oversee the implementation of policies and directives voted on by the COB.
- To allocate ADHO’s funds judiciously according to the budget as approved by the COB.
- To monitor, oversee and support the work of the Standing Committees and Officers through whom ADHO’s policies are implemented and work is carried out.
- To receive reports from Committees and Officers.
- To receive reports from the Editors of publications receiving financial support from ADHO.
- To put forward proposals to the COB for new policies or changes in existing policies.
- To deal with unforeseen opportunities and challenges.
- To document the work of ADHO as required.
- To prepare annual reports and budgets for vote by the COB.
¶ 9 Leave a comment on paragraph 9 0 How would the Executive Board (EB) be composed? We propose two scenarios. Both scenarios deviate from the ADHO governance proposal. The latter suggests a structure with a President of the COB and a separate Chair of the Exec. In our scenarios the President of the COB is the Chair of the EB. Our arguments are presented at the end of this document. Also, for both scenarios we presuppose that the foundation documents of ADHO Stichting will be amended, see the forthcoming separate document on the formal foundation for the ADHO.
Scenario 1: Executive Board Composed of a President, Vice President, Treasurer, and Secretary
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- President: Any current member of a Constituent Organization could run for President if nominated by a CO. The President would be elected by the COB and serve a term of 2 years with the possibility of one term renewal. The President would serve as the Chair of both the COB and of the Foundation Executive Board. The President would oversee the EB to ensure compliance with the high–level strategic goals and interests set by the COB. The President would have the right to veto Exec decisions and take them to the COB if there is a conflict between interpretations of COB decisions.
- Vice President: Any current member of a Constituent Organization could run for Vice President if nominated by a CO. The Vice President would be elected by the COB and serve a 2 year term with one term renewal staggered with the President. The Vice President would serve as the Chair of both the COB and of the Foundation Board when the President is not available. The VP could also sit ex-officio on Standing Committees to provide coordination with the Exec.
- Treasurer: Any current member of a Constituent Organization could run for Treasurer if nominated by a CO. The Treasurer would be elected to serve 3 years with two renewals. The Treasurer would be responsible for the finances of ADHO between budgets as discussed in the Foundation document.
- Secretary: Any current member of a Constituent Organization could run for Secretary if nominated by a CO. The Secretary would be elected to serve 3 years with two renewals staggered with the Treasurer. The Treasurer would be responsible for maintaining ADHO documentation as discussed in the Foundation document.
Scenario 2: Executive Board Composed of a President, Vice President, Treasurer, Deputy Treasurer, Secretary and Deputy Secretary
¶ 12 Leave a comment on paragraph 12 0 In this scenario there would be 6 positions on the Exec with an additional Deputy Treasurer and Deputy Secretary. This Scenario would vary from Scenario 1 in the following ways:
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- There would be a Deputy Treasurer position that would support the Senior Treasurer. This position would be staggered with the Senior Treasurer.
- Likewise there would be a Deputy Secretary that would be elected by the COB. This position would be staggered with the Senior Secretary.
- In the case of a tie in voting, the President has a double vote.
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- In both scenarios candidates could put their name forward or be suggested by a member of a CO or by a member of the COB. They would, however, then have to secure the nomination of a CO to eligible for election. COs could nominate more than one person for a position.
- In both scenarios the COB would elect the officers by majority vote.
- In both scenarios the positions should be staggered so there is continuity on the Exec.
- The length of terms for the President (and Vice President) are designed to be short so as to make the positions more attractive and to encourage turnover and therefore broader participation in ADHO.
- Both Scenarios allow people to be recruited for the Secretary and Treasurer positions who have not necessarily served on the COB. The terms are longer and can be renewed more often in order to provide stability in these positions.
- Note that the COB can elect to hire a certified financial accountant to assist the elected Treasurer. This is in recognition of the complexity of ADHO finances which may be too much for a volunteer alone.
- These models may suffer from prestige-name phenomena where qualified candidates who are not already well-known may be unable to “win” the election due to a lack of familiarity across COs. To remedy this all candidates should be allowed to present their case to the COB in a fair and accessible fashion.
II. Discussion and interpretation of the ADHO Governance proposal
¶ 15 Leave a comment on paragraph 15 0 In both scenarios above, we recommend that the President and the Chair of the Exec Board be the same person. This is contrary to the governance structure described in the ADHO Governance proposals. The following is a discussion of how we interpret the proposal and why we recommend that the President and the Chair of the Exec should not be two persons.
¶ 16 Leave a comment on paragraph 16 0 The ADHO Governance proposals document is only a sketch of a new governance structure. In this section we try to clarify the formal relations between the proposed CO Board, the President and the Executive Board as described in the proposals. After a closer study of the document, it is evident that the intention is that the President of COB and the Chair of the Exec should be two different people as seen from the following quotations from ADHO Governance proposals:
¶ 19 Leave a comment on paragraph 19 0 – to receive notification of decisions taken by the Exec with the right and obligation to refer up to the COB any decisions s/he believes are or may be in contravention of agreed ADHO policy
¶ 23 Leave a comment on paragraph 23 0 “President oversees & controls the executive body to ensure compliance with high –level strategic goals and interests; has the right to veto Exec decisions and take them to the CO Board”
¶ 28 Leave a comment on paragraph 28 0 “It is proposed that the COB should be led by a new post of President, who would be elected by the COB (in much the same way as the SC currently appoints its Chair).
¶ 29 Leave a comment on paragraph 29 0 In addition to her/his normal chairing functions in the COB, the President would be an ex-officio member of the Exec, and would have the responsibility of monitoring and overseeing its work on the COB’s behalf.”
¶ 30 Leave a comment on paragraph 30 1 The proposed structure is analogous to the model used in business. The Chair of the ADHO Executive Board corresponds to a managing director or chief executive (CEO) leading a board of directors or an administration. However, the COB’s control is stricter and almost total since the officers in the Exec are appointed by the COB, and especially since the President always is a member (ex officio) not only with voting rights but with a (de facto) right to veto the decisions taken by the Exec. One may question the role of the chair of the Exec and to what extent the chair has any latitude at all.
¶ 31 Leave a comment on paragraph 31 0 In other organisations like ICOM there is a general assembly and an executive committee. The President chairs the meetings of the general assembly and is the leader of the executive committee consisting of the president, vice president, treasurer and members. The day to day administration is lead by a non-elected secretariat. This may be good structure for ADHO as well.
¶ 32 Leave a comment on paragraph 32 0 It has been argued that too much power will be concentrated if the President both chairs the COB and the Exec. As argued above, the ADHO Governance Proposal gives the President a very strong position in the Exec anyway and may produce unclear lines of command. We believe it is wiser to let the President be the formal chair of the Exec.
Formal Organization of ADHO
¶ 33 Leave a comment on paragraph 33 0 The formal organisation of ADHO seems not to be an issue in the ADHO Governance proposals. In our opinion the formal organisation is important and lays the foundation for the governance structure. This issue is discussed and recommendations given in a separate and forthcoming document, “ADHO Foundation Proposal”. Two important issues are:
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- We will also advise the SC to define the organisation in a clearer way. Is ADHO a membership organisation? If so, are the COs the only members? What is the relation between ADHO members and the COB?
- In the recommendation for the COB and for the Exec we assume that Board of the Constituting Organisations (COB), is the supreme decision-making and legislative body of ADHO, composed of representatives for the COs.