KDB Systems

I’m try­ing to get re-elected to the board of direc­tors of the Cana­dian Inter­net Reg­is­tra­tion Author­ity. Try­ing to come up with rea­sons why I should be re-elected I’ve spent some time think­ing about what is the ideal makeup of the board of direc­tors. What I came up with is spe­cific to CIRA but from my expe­ri­ence on other boards a lot of it is applic­a­ble to many not for profit boards.

One of the most impor­tant com­po­nents of a well func­tion­ing board is its size. CIRA’s board has fif­teen direc­tors with three of them being non-voting posi­tions. This is con­sid­ered quite large by most gov­er­nance experts. My feel­ings are that it is a good size for CIRA. The board of a NFP should rep­re­sent the stake­hold­ers. CIRA has many stake­hold­ers so a slightly larger board than nor­mal works. The down­side of a large board is that direc­tors have to be dili­gent in mak­ing sure their voice is heard. This can lead to long dis­cus­sions that tend to repeat the same points. The upside is that many points of view are avail­able. That brings up what I think is the most essen­tial ingre­di­ent of a good board – diver­gent opin­ions. I’ve been on smaller boards of six or seven peo­ple where every­one has very sim­i­lar opin­ions. The board decides on a pol­icy that makes per­fect sense to them only to encounter a huge back­lash when they find some stake­holder has a very dif­fer­ent opin­ion. Diver­gent opin­ions can cause prob­lems for a board though. It’s impor­tant that all direc­tors respect one another. They have to be will­ing to con­sider opin­ions dif­fer­ent from theirs and they have to know when their opin­ion is the diver­gent one and pos­si­bly let the major­ity rule. That said it is very impor­tant that direc­tors do not go against their basic beliefs just because the major­ity doesn’t agree with them. It is a del­i­cate bal­anc­ing act.

I’ve been talk­ing about the char­ac­ter of a board. That is very impor­tant but equally as impor­tant is the skillset of the board. In order to ful­fill their mis­sion and vision all not for prof­its need oper­at­ing cap­i­tal. They need to ensure this is avail­able on an ongo­ing basis. Depend­ing on the size of the organ­i­sa­tion the board may be directly involved in this or they may have employ­ees that run the busi­ness side of the organ­i­sa­tion. CIRA is in the lat­ter cat­e­gory with a very com­pe­tent staff run­ning the organ­i­sa­tion. This means it is cru­cial that the board has the skills needed to judge how well the the busi­ness side of things is work­ing. This is not easy to do when you’re not involved in the day to day oper­a­tions. You have to rely on reports from the staff on how the staff is doing. It is very impor­tant that the major­ity of the board is com­fort­able with finan­cial report­ing and can read between the lines. Even the best staff, doing a great job, are peo­ple. It is human nature to accen­tu­ate the pos­i­tive when some­one is review­ing your work.

Another impor­tant skillset is spe­cific knowl­edge of the busi­ness and indus­try the organ­i­sa­tion is involved with. In CIRA’s case this is the Inter­net and specif­i­cally the domain indus­try. All direc­tors should have some knowl­edge in these areas. Some direc­tors should have detailed knowl­edge in these areas so they can inform the other direc­tors if needed. Again, rely­ing totally on staff won’t work no mat­ter how good the staff are. The board is the organisation’s last line of defence against doing some­thing that will endan­ger the abil­ity of the organ­i­sa­tion to ful­fill its mis­sion and vision. This doesn’t mean the board should con­stantly sec­ond guess and inter­fere with the day to day run­ning of the organ­i­sa­tion. It means the board needs the mix of skills needed to assess the staff’s plans and some­times step in and ask – Are you sure? Can you explain that in more detail?

So, what does an ideal board mem­ber on a not for profit board look like. They have some busi­ness skills and the abil­ity to read and under­stand finan­cial reports. They have at least one spe­cific skill in an area needed by the organ­i­sa­tion. They have a work­ing knowl­edge of the area or indus­try where the organ­i­sa­tion par­tic­i­pates. Their char­ac­ter includes integrity, con­fi­dence, and empa­thy. I think I have these skills and traits. This is from my can­di­date statement:

“I have a very thor­ough tech­ni­cal knowl­edge of the under­ly­ing tech­nol­ogy of the Inter­net. This knowl­edge was gained through edu­ca­tion and twenty years of prac­ti­cal expe­ri­ence in the field. I con­tinue to seek out train­ing on the lat­est tech­nolo­gies and work in the field.

I have an excel­lent knowl­edge of the domain indus­try. I gained this knowl­edge by research, attend­ing indus­try con­fer­ences, ICANN meet­ings, and sit­ting on the CIRA board.

I have the finan­cial and entre­pre­neur­ial skills gained from run­ning sev­eral busi­nesses. To start, grow, and man­age a busi­ness requires a broad range of skills. I have suc­cess­fully started and man­aged busi­nesses where I am the only employee, busi­nesses with thirty employ­ees and mul­ti­mil­lion dol­lar bud­gets, and oth­ers in between. I have worked in very large organ­i­sa­tions as a ground level employee and as a mid-level man­ager. This var­ied expe­ri­ence has taught me what it takes finan­cially and oper­a­tionally to run an organ­i­sa­tion of any size.

I have a broad range of not for profit board expe­ri­ence. I have eigh­teen years of com­bined expe­ri­ence serv­ing on not for profit boards. I have chaired three boards, vice chaired four boards and chaired many com­mit­tees. I have com­pleted the Insti­tute of Cor­po­rate Direc­tors Not For Profit Gov­er­nance Essen­tials pro­gram.

I have the time and the will to research issues before the board. I am able to com­mit the time needed to attend board and com­mit­tee meet­ings. I have the empa­thy needed to under­stand and lis­ten to opin­ions dif­fer­ent from mine. I have the per­son­al­ity needed to work con­struc­tively with board mem­bers I may dis­agree with. I have the open mind­ed­ness needed to be able to see when I am in error and need to change my mind on an issue. I have the con­fi­dence needed to stick to my beliefs and make sure they are heard in the face of crit­i­cism. In short, I have the skillset, expe­ri­ence, and tem­pera­ment needed for a direc­tor.“

My full can­di­date state­ment is here: https://elections.cira.ca/2011/nomcomcandidates/show/22/en