• How is SF WoW led and governed? How are leaders selected?
• So members can’t vote on who should be an elected Director or Board member?
• What are there mechanisms for general member input to SF WoW’s policies, goals, etc.?
• How does member feedback get to the Directors? How do the Directors in turn get it to the board?
• How does the membership know about decisions our leadership makes and how do we submit issues for discussion at meetings?
• How do list subscribers contact the Board or Directors directly?

How is SF WoW led and governed? How are leaders selected?

The Directors

SF WoW is managed by an Executive Team of Directors (formerly known as the Steering Crew). The Directors are the Executive Officers of the group who make all your favorite programs happen. Many of you are familiar with SF WoW’s Directors as they are the women you meet most often at events.

The Directors are former volunteers who are elected by SF WoW’s active volunteer body. Three individuals make up the Executive Team of Directors, each serving a one-year term on a rotating basis (a new Director is voted into place every quarter). The Directors vote into place an Executive Director, who serves as the point person and ‘voice’ of the Directors to our community, but all Directors have equal voting rights on SF WoW issues and the team makes most decisions by consensus.

Some Director duties include:

• Communicating with the membership about SF WoW programs and goals.
• Recruiting and managing a volunteer base to handle our programs.
• Overseeing all of SF WoW’s programs.
• Handling administration of the group, from our finances to our PR.
• Making almost all spending and contract decisions.
• Working with the Board to determine strategic goals for SF WoW.

The Governing Board

SF WoW is governed by a Bylaws [PDF file -- Adobe Acrobat Reader required (free download here)] that set the duties, rights, responsibilities, and mechanisms of the board.

New Board Members are elected by the current Governing Board of SF WoW. Elections are overseen by a Nominating committee, which is chaired by the Executive Director of SF WoW and made up of Directors and some outgoing Board members. Anyone may nominate themselves or suggest a Board candidate by contacting the Nominating Committee. A Governing Board of three individuals are elected for a one year term each July. All Board members have equal voting rights on Board issues. The Governing Board elects a President, who serves as the ‘voice’ of the Board and leads meetings, a Secretary, who handles agendas, notes, and corporate documentation, and a Treasurer, who oversees financial compliance.

Effective with the Board Members elected in July of 2003, SF WoW’s Board will have a term limit of three years, though any Board Member may then be re-elected after a one year hiatus. Successful Boards often have board members who serve for many years. The main reasons to change the composition of the Board are to keep up with changes in the needs of the organization or board skill sets, to replace Board members who aren’t pulling their weight, and to give board members a break and get folks with a fresh perspective serving on our Board. The Board may remove a Board member at any time.

Some Board duties include:

• Approving the annual budget set for SF WoW, and reviewing quarterly actuals against budget (we will share these with the membership).
• Approving policies related to SF WoW’s finances, fundraising, compensation, and use of proceeds.
• Ensuring that the organization is in compliance with legal and tax issues.
• Serving as the checks and balances for the Directors (the Board will approve Executive Director selection made by the Directors, and would be called upon to remove a Director or Board member if there were ever a problem with that individual’s performance of duties).
• Advising the Directors on difficult or historical issues that cannot be resolved within the Executive Team of Directors.
• Working with the Directors to set and approve annual goals for SF WoW that are in keeping with our mission.

So members can’t vote on who should be an elected Director or Board member?

There are many opportunities for member input, and we call on members for nominations for the Board when we do annual elections.

What SF WoW does not have is a mechanism for member governance, which some nonprofits have and others do not. In order to set a very low barrier to entry into this organization, SF WoW currently defines a member as anyone who subscribes to the mailing list. People subscribe and unsubscribe based on their schedule and needs. Some beneficiaries of the organization aren’t on the mailing list at all but do come to some events. The group has gotten so large that many members aren’t intimately familiar with the workings and programs of the group, and often don’t even know the background behind certain policies. In order to be a member-governed organization, we would need to have a formal membership structure in place (i.e., a membership process or form to be filled out, or a membership fee, which we have no plans of instituting, or something like that).

We believe that it works for SF WoW to have a volunteer body that votes into place its executives rather than having members vote those people into place. Many member-governed organizations (where members vote leaders or board into place) have a traditionally very low membership voting (in effect, most nonprofits are run by a community of few!). SF WoW has traditionally struggled to get strong response to our member surveys, and we are not convinced that a membership-governance structure would be right for us.

What we do have is a very vital body of people who do want to direct the future of the group - and those are people who actively participate on the list and at events, and at the next level, who serve as volunteers.

What we have is a involvement-ocracy. You must be an active volunteer to run for Executive Team of Directors and to vote for Directors. This ensures that our leaders are committed and have demonstrated their commitment to the group. In addition, our leaders are elected by people who have seen their volunteer work in action and worked side by side with them. The Directors in turn vote their Executive Director into place. The Executive Director will sit on the Board. The Executive Team of Directors will develop and propose the vast majority of our policies and frankly are the ones steering the ship that is SF WoW.

The Board exists mostly to serve as a check and balance to review those policies, to review financials, to work on strategic goals with the Directors, to make sure we are dotting our i’s and crossing our t’s at a legal and financial level, and to serve as long term advisors to an Executive Team of Directors that is very dynamic. Board members are elected by the Directors and the Board.

What are there mechanisms for general member input to SF WoW’s policies, goals, etc.?

1. SF WoW has an annual member survey to learn what our members want. Board members and Directors extensively review results. Member survey results have traditionally driven a lot of our priorities about programs, so we encourage everyone to make themselves heard in this regard.
2. The discussion mailing list is an open line of communication about what members want out of the community. The Board and Directors are subbed to and read the mailing list.
3. Any SFWoW member can contact the Board directly. Feedback on programs, suggestions, etc., should be sent to the Board [at board@sfwow.org].
4. The Board publishes board notes, annual budgets, and quarterly P&L summaries to keep members involved in what is going on with SF WoW. The Directors also publish Director meeting notes. Both groups frequently receive responses and feedback to those notes from our membership.
5. Members are encouraged to be more than members - to volunteer. This is the best way to influence SF WoW. We need member input on how this organization should be run, but we also need your brains and your hands and your voices in executing the mission. (We often suffer from too many good ideas and not enough volunteer power to make everything happen!) Anyone in this organization can end up on the Board, by becoming a volunteer, being voted onto the Executive Team of Directors, and becoming Executive Director, or by nominating themselves and being voted directly onto the Board. We solicit nominations for the Board from our membership once annually.
6. Policies related to finance, compliance, compensation (we don’t compensate anyone except workshop leaders and our bookkeeper, FYI), and legal policy will be determined by the Board. This is not to say that members won’t know what the policies are or have a chance to express input. But when the rubber hits the road, the Board, not the members, are responsible if SF WoW is not compliant with legal and tax issues, and therefore the board will have the commensurate authority to make decisions to protect the long term well-being of the organization.

How does member feedback get to the Directors? How do the Directors in turn get it to the board?

Members can contact the Board via email at board@sfwow.org, can meet with Directors at SF WoW events, or can post thoughts to our mailing list.

The Executive Director (formerly known as the Point Woman), sits on the Board and the Executive Team of Directors, in order to serve as the conduit of information between Board and Directors. As a Board we weigh the input of the Executive Director extremely carefully, as she is the most in tune with SF WoW’s needs as an organization.

The Directors and Board also have a few joint meetings every year.

How does the membership know about decisions our leadership makes and how do we submit issues for discussion at meetings?

The Secretary of the Board drafts our quarterly Board agendas. The Board meets on the first Monday of the start of each quarter. If you have suggestions for board discussions, please email board@sfwow.org. Board Meeting notes are posted to the community at large after each board meeting to keep our members in the loop.

The Executive Team of Directors also have monthly discussions where they discuss programs, upcoming events, mailing list issues, volunteer management, etc. They usually meet the first week of each new month, and can be reached at board@sfwow.org with suggestions or issues. Director Meeting notes are posted to the community at large after each board meeting to keep our members in the loop.

How do list subscribers contact the Board or Directors directly?

Members can write to the Board at board@sfwow.org.