Forbid holding multiple leadership positions #921
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Speaking as AC rep, and not as a current BoD member, I fully agree. But note that the Process does already prevent the same person being on both the AB and TAG. |
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I'm not sure about restricting positions for people who are employed by W3C (i.e. I don't yet have a firm opinion either way and think it's worth discussing and making a conscious decision). I agree that there is an important issue here, and I agree that an individual holding a formal position as a member of more than one of the three elected bodies is a problem. In order to allow for communication, it helps to have people liaising between them. Like the custom of giving ex-AB members access to the W3C AC mailing lists, this already provides those individuals with a greater ability than anyone outside the bodies' formal members to influence the relevant body. I ran for the original TAG election when I was a half-time W3C contractor, having been nominated by a member (RNIB). At the time, after considerable discussion at management level, I was asked first to withdraw, which I refused to do on the basis that it seemed if a member wanted me to be there it made sense for them to be allowed to request some of my non-W3C time. I was then asked to refrain from any effort to campaign or ask for votes, and I did so. The upshot was that I was not elected, although people with Team access can see the actual votes (which were recorded somewhere - I think in a team-only mailing list). The Director's appointees to TAG included members of W3C staff from time to time. Some of these bodies can have non-elected members by appointment. They have also sometimes been assigned "Team Contacts" along the lines of Working Groups. The original rationale for the TAG membership make-up was that Tim wanted to appoint people, and the members at the time wanted a majority of elected positions to ensure that Tim couldn't force through some idea of his that was wildly unpopular - at the turn of the century that was held to be an important safeguard. Likewise they can call on individuals to participate (something that is customary practice at least from time to time). Although invited participants are not formal voting members, the consensus-based approach of W3C gives those invited participants substantial effective influence over the relevant body - which isn't necessarily a bug. |
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The current state was carefully considered when designing the Bylaws and it was a conscious choice not to force immediate resignation. I expect others can pitch in with reasons, but among them , from my point of view:
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I see that @dwsinger has made most of the points I was going to make ...
I spent 9 years on the AB, and definitely did not feel like I had much "power". The ability to exert influence in an organization such as W3C depends much more on someone's willingness to do the work of researching issues and people's different perspectives on them, drafting proposals that address multiple perspectives, and working to build consensus. There are not all that many people out there with the skills and resources to do this, and I'm leery of "required to resign from one or other position" language that makes it even harder to get standards and governance work done. I could live with softer language along the lines of "Should a person be elected or appointed to a position that creates an overlap, they are expected (required?) to wrap up projects and transition responsibilities in the former role within a year" or something like that. I would prefer to treat the situation where an AB or TAG member is elected to the board in the same manner as a change of affiliation is handled in https://www.w3.org/policies/process/#AB-TAG-vacated ... "If a participant is elected to the Board, that participant’s seat becomes vacant at the next regularly scheduled election for that group." That acknowledges it's less that ideal to have one person in both roles, gives the new Board member a reasonable amount to time to wrap up their duties on the AB or TAG, and gives the membership the option of endorsing that person in both roles in exceptional circumstances. |
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Responding to myself after further consideration:
My AB terms were before AB members served on FO Councils, which DO have "power". I would not object to Process language requiring AB or TAG members serving on the Board to resign from / not participate in FO Councils. |
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One thing to note: there may have been some infighting between the board and the AB. 🤷🏻 This is natural, as the board is a new entity and the line between the board and the AB is still a bit blurry. Having people who straddle both groups might actually be a positive thing from that perspective, helping to create stronger lines of communication. |
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(AB Chair hat off for this). I want us to be conscious of making a potentially reactive change to the Process without careful consideration of the underlying problems and dynamics at play here. This feels like we're starting with a solution for a problem without properly identifying what the problem is, and if there are other solutions. This conversation is being driven by a concern about the worst case scenario, not the scenario we're currently presented with. What if a bad actor were elected to the TAG/AB, and then to the Board? In that situation, what means do we have to correct or address this problem? This is the problem I think we need to explore. Currently a weakness in the Process for TAG/AB is that we don't have a proper recall function, unlike the Board. If there is a bad actor on the TAG/AB, our sole recourse is for the CEO to intervene or to wait out their term. We have an open issue regarding this: https://github.com/w3c/AB-memberonly/issues/237, and that could be another means by which we work towards a solution on this. It's already been suggested, but other means such as not allowing doubly-elected members to be on Councils, or requiring recusal when a topic has overlap with Board matters. This may be the best solution to this problem, but I want us to be more mindful about what problem we are looking to address before we declare a solution. |
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I also think that such rules have the effect of taking away a choice from the electorate. The electorate can see if someone is on the team when they vote; if it's important to them, they can vote No. Similarly, we could ask all candidates who have positions to clarify their intent. If someone says that they intend to stay in both and seek re-election to both, they can take that into account. At the last election I made it known that I intended to wrap up my responsibilities on the AB and then step down (as all who were elected, from the AB, did). I would support requiring candidates who have an existing position to clarify what their intent or even promise is, if elected. |
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I haven't seen a lot of demand for people to be able to be on both TAG and AB at the same time (although I know it sometimes comes up).
While individuals can vote no, there's no way to vote "one or the other but not both". We make compromises - some of the electorate are unhappy about allowing two TAG members from the same company, although others want that to be normal. We have the enforced TAG/AB split. We don't have term limits on elected members, we do have them for TAG appointees (which we still have).
I would also support requiring candidates who have an existing position to state what will happen, if they are elected, with automatic effect.
But so far I am leaning towards @martinthomson's original proposal.
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The board has 7 elected members, plus 4 from partners. The AB 9-11 (why the vague number?). The TAG is apparently 11, plus one life member. Yes, that's a lot of people. All of these bodies are too large. The solution is to reduce the size of those bodies, not to reuse people. More so if people are making the argument that we have a shortage of qualified people. I was not in favour of increasing the size of the TAG when that was proposed, so I would strongly support a proposal to reduce that number if there is indeed a shortage (as the turnout for recent elections would seem to support). I don't support @michaelchampion's suggestion that this be treated like an affiliation change. An affiliation change creating a temporary advantage for one member is unfortunate, but people change jobs for many reasons and we ask that people act in a personal capacity for these roles. On the other hand, the decision to run for a position is a deliberate choice. Nor do I think that it is sufficient to request recusal or to add yet more rules about participation in councils or anything like that. The problem is more fundamental than that. @wareid's suggestion that we have a recall mechanism for AB and TAG is good. That's separable though and it appears to be in progress. This is not about particular individuals or the current situation. @torgo notes that there might be benefits in the current situation, but that's not at all the concern. Even if the people we're talking about were the best possible human beings, it would still be the wrong thing to do. It has nothing to do with who was chosen, but about having a robust organization design. One final reason to require this that I neglected to mention: we do somewhat poorly in this organization when it comes to bringing in new talent. It's not a unique problem, but we need to be mindful of the need to create opportunities for people at all levels of the organization. Allowing people to hold multiple positions denies us that opportunity. |
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Please note that there is a conflict by design that will have to be resolved if W3C staff employment and holding a seat at the Board of Directors are considered incompatible: The BoD seats from the former hosts are mostly filled by people being also on the "staff". Also, the definition of "staff" has changed with the organisational change. Not everybody on the Team is employed by W3C Inc. This needs to be factored in when deciding on incompatibilities. |
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Without taking a position on the other parts of the proposal, I think it's a bad idea to exclude Staff from concurrently serving on the AB or TAG. Serving on these bodies takes a lot of time that doesn't go to other work, and for independent contractors and people working at smaller companies, that can be a real burden. Allowing the W3C to pay members of the AB and TAG could help make this service sustainable for a wider set of people. Perhaps there's a loophole here in that contractors aren't employees, but I wouldn't want to rely on a loophole. |
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There are a lot of good points on both sides of this debate, many of which are listed here; I'm sure the GovTF took these into account when it concluded not to force this restriction. I think their reasoning makes sense, but as David Singer notes, one of the key rationales was that the electorate could make an informed choice about whether a particular individual could hold two seats at once... ... but the current situation doesn't do a good job of giving the electorate that choice. Rather than forbidding such overlap, however, I'd like us to do a better job of giving that choice; and I think the following changes would have that effect:
I think this would create a much more natural transition between the AB and the Board, and also make any continuing overlap between the two a deliberate choice of the AC. Regarding whether a Board member serving on the AB or TAG should be allowed to participate in Councils: the powers of the Board and the Council are (by design) very distinct and separate (and the Council's powers quite limited), so I see no conflict of interest. In other standards organizations, these powers are often held by the same governing body, so it doesn't seem to be generally considered a problem if a person does both. The primary area in which there is overlap, and therefore potential conflict-of-interest, is in the AB/Board advising the Team on its operations. It's maybe worth noting that a number of earlier proposals for the Board didn't just allow AB members to overlap, but encoded that overlap into the seats. We've even received suggestions to fold the AB into the Board entirely. Having one or two members overlap sometimes is not necessarily a bad thing. Regarding the size of the bodies, the AB was increased in order to allow more/newer interested people to join; and if you look at the AB's composition, we have a pretty good mix of older and newer members. The Board needed enough elected positions to have a majority over the non-elected seats (and quite frankly at this time they still need the extra manpower). The TAG was increased at the request of the TAG itself, and I think we need to let that play out for a few years before we reconsider whether it was a good idea. Decreasing the size of these bodies will make it harder for newer talent to get involved in governance, so proposing to reduce them while arguing that we should disallow overlap in order to make it easy to get involved is weird. Keep in mind also that a person who wants to run for the TAG is rarely the kind of person who wants to run for the Board, etc. There's more overlap between the AB and Board participants skills and interests, but even then, having an open seat on one body isn't necessarily interesting to someone who wants to participate in the activities of a different one. Lastly, for the record, the AB members elected to the first Board term stepped down on 2 January, not immediately after the election; i.e. after a ~3-month transition period. |
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@fantasai 's proposal seems like a good way forward to me.
Who would need to make that change ? The Board? The Team? |
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@michaelchampion Technically requires amending the Bylaws. The Board can figure it out, so let's not figure it out here; but doable if we conclude it's worth doing. |
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I agree with @martinthomson. I believe there are potential issues with individuals holding multiple positions, such as concentration of power and a lack of diversity in elected members. It is important for the W3C to restrict individuals from holding multiple positions, especially if those positions are elected by popular vote. The conflict of interest between the Board of Directors (BoD) and the Advisory Board (AB) has not been clearly discussed. While both are elected members and represent members, their roles and interests are different. The BoD is responsible for governing the W3C organization, while the AB focuses on technical work and advises the team. It is crucial for elected members to serve in their respective positions to avoid conflicts of interest. It may be possible for a person to isolate these positions and avoid conflicts of interest in a discussion, but W3C should define a rule, rather than leave it to individual discretion. It is betterfor W3C from the views of fairness and transparency as an organization and avoid unforeseen circumstances. As a member of the AB, I would like to address the issue of potential abuse of BoD positions within the AB. If AB members also hold BoD positions, it could affect the relationship between the AB and the W3C CEO/the team, as well as fairness and equality among AB members. From the perspective of governance structure, I am also concerned about the possibility of a W3C staff member becoming a BoD or AB member. I also agree with the following points that @martinthomson mentioned.
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This is part 1 of a solution for w3c#921. This expands the restriction against concurrent AB/TAG participation to include the BoD. It does so in a bit of an awkward way, because the Process cannot tell the BoD how to operate. It is therefore double-ended: 1. If you are appointed to any listed body, you need to resign from the AB or TAG. 2. If you are appointed to the AB or TAG, you cannot accept unless you resign from the other body.
The Team already has a clearly defined role in the process. Being responsible for appointments to the TAG, for instance, would make service on the TAG a bit of a conflict. Another example is the role of the Team in Councils, for which clearer rules would be clarifying. I believe that this was a bit of a problem in the distant past, but during my involvement with the organization, this has never come up. This is offered as a clarification, not as a reaction to a particular situation. This is part 2 of the recommendations in w3c#921.
Correction: Actually we announced our resignations a couple of weeks after being seated, and made them effective a couple of months later, to give time for a special election as otherwise the AB would have been seriously under-populated. |
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I'd like to try and make the case for why I think allowing overlap between AB/TAG and Board is desirable. There quite possibly should be additional safeguards like those described by @fantasai in #921 (comment), but I find it desirable it nonetheless. (Note: As I've announced, I will be stepping down regardless, so this is about the general case) I expect that a few years from now (like 1 or 2 board terms, i.e. 2-4 years), once the repercussions of the transition to the standalone legal entity and changes to the Team's management will be fully settled, the Board is going to be a lot more quiet, a lot more routine, and a lot less active. The vast majority of its activity will be about saying “Yep, everything is still being done properly. Keep going.”. In the best way possible, most of the time, it will be boring. The predecessor to the board in the original structure of W3C was the Steering Committee. Prior to kicking off the legal entity transition, the steering committee had fallen into deep sleep, and reportedly had not even had a single meeting in the 8 years prior. Not saying the board would ever become that disengaged, as having an standalone legal entity to care for will drive some activity. Still, that gives a hint of how uneventful the oversight layer above W3C management can potentially get. And so, once we do hit cruise speed, I expect that highly engaged members of the community who have the relevant skills to potentially consider serving on either the AB/TAG or Board will almost always pick the AB/TAG, as these two groups will remain as interesting as they've always been. This is not to say that the AB or TAG are the sole or even primary sources of competent people. In fact, I don't think the AB or TAG are sources of people at all. They are places towards which highly engaged people with an interest for the shared work of the consortium tend to gravitate. We certainly have highly esteemed and valuable member-elected Directors who never were on either the AB or TAG before, but it's notable just how many have been: 6 out of 7 on the previous board, 5 out of 7 on the new one. But that's not because we source Board members from those bodies. Rather, it's because there is very significant overlap of people interested and capable of serving on the AB or TAG with those interested and capable of serving on the Board. And when the Board becomes routine and comparatively boring, people who could arguably be on either will gravitate away from the Board. Being a Director will, however, continue to be seen as prestigious. Combine a low and generally uneventful work load with high prestige, and it's likely that the proportion of people who want to be on the Board for resume-padding purposes rather than for the sake of W3C's health will increase. It won't be everyone, but it'll be higher. Maybe a lot higher. If we combine that tendency with a prohibition on overlap with other roles where you would find highly engaged people, and potentially also with correspondingly lower voter turnout in elections (for the same reason: routine isn't engaging), we would be at high risk of a less engaged, weaker Board. But though boring, the Board will remain important. A disengaged Board may be oblivious to an under-performing or misbehaving CEO, or lack the resolve to take corrective action. An out of touch Board may fail to weigh in with sufficient determination on decisive strategic questions. And so, though well-intentioned, I think this move risks weakening the part of our governance structure which ensures the Team is accountable to someone. We should stay away from moves (and I think this would be one) that bring us closer to what the Steering Committee used to be. That was profoundly ineffective governance. |
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Absolutely agree with everything Florian said above. I am gravely concerned that the Board will be very unattractive for those who deeply care about W3C to serve on, if it obviates them taking any elected role in furthering the technical agenda. |
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For me, this is absolutely not personal. I wasn't particularly active at the formation of the board, so I was genuinely surprised that the process allowed this... and explicitly os. I strongly disagree with that decision. Even if the reasons are broadly reasonable, they don't outweigh the reasons to have a restriction. FWIW, I am also unhappy about the absence of term limits, again with no real connection to you (as you say others have been there longer). Term limits can be a bit of a challenge, but they are generally only a genuine problem in an organization that isn't attracting a large and diverse enough pool of potential candidates. Availability of candidates is a good indicator of organization health; lack of candidates, even given very modest constraints like term limits, is a good warning sign. I see affiliation change as less in need of remediation. The W3C has what I consider to be very strong rules on affiliation limits. People change jobs for many reasons and the balance there is largely OK. That an affiliation change (or the extreme case, where one entity might hire the entirely of a governance body at about the same time) might be exploited to stack a body needs a remedy, but that can be generic one, like the proposed recall process. |
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@cwilso I don't think it makes sense to consider this personal.
It may be that there were not obvious expressions of concern, but my memory is that there was some surprise and consternation at the time. I suspect this was moderated by a recognition that the Board had a huge job to do urgently, and that represented "bigger fish to fry" at the time.
This was a single comment in a long-running discussion, where we have not managed to reach a consensus either way. (To be clear I am probably among or close to being among the 7 people mentioned. I've also consistently opposed term limits). |
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As well as the Process actually helping to promote good governance (which is what I think this issue is about), it is important that we are perceived as promoting good governance. While I don't make, and don't believe, any suggestion of "self-dealing", and do believe that the relevant individuals demonstrably work for the good of the organisation as they see it, I think it is an unfortunate accident of history that a substantial number of the people who sat on the governance TF that effectively structured the Board of Directors then became members of that Board. I believe there is significant value in having people with experience of different governance bodies in the same organisation sharing that experience by participating in more than one of those bodies over time. I also believe there is a problem if governance "excessively" provides a "revolving door" where the same people or representatives of the same organisations repeatedly shuffle between those bodies - or if it is generally perceived as doing so. (I recognise that "excessively" here takes very different values in the perception of different stakeholders, and that I have my own biases having served for many years as an AC member, AB member, a chair, and as a member of W3C Team) IMHO it is a problem, because it minimises the diversity of representation at a governance level, which is a problem whether the bodies are executive or advisory. It also reinforces a culture of incumbent bias, where incumbents are generally understood to be the most appropriately qualified individuals (rather than being "the people who were prepared to take on the work at a particular time", which is I think closer to the truth). I think that holding 2 seats at once generally exacerbates the problem. I don't believe that the cases we have seen (as well as AB/Board overlap I recall instances of people holding more than one AC membership simultaneously) represent anything but a desire to serve the organisation effectively. However, as a principle of governance practice I do think it is an anti-pattern, and one that we should clearly call out as an anti-pattern, recognising that this would clearly impose an opportunity cost in reality. I think it is unfortunate that this discussion doesn't have substantial input from people who have not been part of relevant bodies other than the AC - even if that input is as concise as "Whatevs. This is a non-problem", or "D'uh, just implement the proposal already". I also think that it is important to consider carefully both the formal governance structures, and the real but informal and undocumented structures that inform and influence our governance, as part of arriving at a conclusion on this issue. |
Now, I'm sure you don't want to cause offense to anyone ... Maybe, just maybe, those who stand for election have actually thought about how they might best contribute and made an informed choice about where to serve. |
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tl;dr: it's not personal; ideally maybe we shouldn't allow multiple leadership positions, but there are other things to think about and other mitigations to the risk of multiple leadership positions might work better for W3C. I didn't read any of the comments as being directed personally towards anyone, but I can see how some folk could feel sensitive to the suggestion.
For me, as an outsider from all the groups mentioned, I think the key concern is about dealing with escalation routes, in the case that things go wrong and someone is unhappy, for whatever reason. This is just one purpose of governance bodies, and if it happens, there should be enough transparency to avoid any impression that someone who is assessing some decision was themselves involved in making that decision ("marking their own homework"). In saying this, I'm not making any judgement about any of the great people on our existing elected bodies. I'm just saying we have to design our processes and governance so that they work in the worst of situations as well as the best. Consider two alternate hypothetical stories:
Superficially the outcome in story 2 is significantly stronger and better for W3C. But... Perhaps I've over-simplified: are these people really independent? What if, in story 2, there's person Y on the Board of Directors who works for the same company, or is the life partner of X? Or they're both shareholders in some company that stands to benefit from the decision. Maybe they're in cahoots! Something I've observed over many years is that W3C folk often get to know each other really well. Group-think is certainly a possibility. But I would be hard pressed to identify someone who got elected and didn't have the web's or the W3C's best interests at heart. What I'd suggest here is that other things are also useful and important, and maybe offset the possible perceived shortcomings in the status quo:
In conclusion, there are other things we can do than make recruitment to elected bodies harder that would probably work better for W3C, but we should be open minded about this and revisit it if the mitigations we have in place seem like they're not good enough. |
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As chair of this group I am identifying @cwilso's personal comments in #921 (comment) to be off-topic. I'm not judging the point, but it does not belong in this issue, please move it to AC Forum. I also identify @chrisn's point in #921 (comment) as a bit out of line. Florian was certainly not referring to you, but bringing up a generality that does happen and is a threat to good governance. We can debate how serious we think that threat is, and how it interacts with other concerns, but your defensive response is not adding to the conversation. |
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That's fair, I apologise to you all and @frivoal in particular. |
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No need to apologize, I am the one who made a comment that made you uncomfortable, and should be apologizing. So let me be clear: I was indeed not targeting you (or anyone), but rather trying to make a point about who the position may become attractive to (or not) in a few years, after things have settled down. In a much shorter version, I'd say that my concern is about making sure the board remains functional. The board is meant to be part of a system of checks and balances, providing oversight to the Team. We used to have a system where the oversight layer was too disengaged and too weak to be effective. I am concerned, for the reasons I covered in the earlier comment, that the measures being considered in this thread could cause comparatively disengaged directors to become a meaningful proportion of the board, rendering it less effective—or possibly ineffective—over the long run. |
It would appear that the process permits a single individual to hold multiple positions in leadership. A position is not vacated when someone is appointed to a second (or third) leadership position.
This is not a feature, but a process vulnerability. Holding multiple positions vests too much power in a single individual.
The additional demands on the time of the individual who serves in multiple position is a problem, albeit a lesser one.
Recommendation
I recommend that we modify the Process to expressly prohibit anyone from concurrently holding:
Should a person be elected or appointed to a position that creates a conflict, they should be required to resign from one or other position. As the Process only governs AB and TAG membership, it can only insist on resignation from one of those positions.
Regarding W3C Bylaws
The bylaws of the W3C also do not include any such provision. However, that can be addressed in Process, avoiding the need for a bylaws revision. Such a revision would still be welcome, but does not appear to be essential.
The last point forbids members of the Team from holding leadership positions other than those roles that are expressly specified as being for the Team. The same restriction on Board members might be covered in Delaware law, which might avoid a bylaws revision. If not, that should be taken up there.
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