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feat: final EC draft page
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lwasser committed Dec 10, 2024
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222 changes: 164 additions & 58 deletions governance/executive-council.md
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Expand Up @@ -10,10 +10,21 @@ The pyOpenSci Executive Council (EC) has four primary functions:

4. **Holds the [Executive Director](executive-director) accountable**: The Executive Council holds the Executive Director accountable while also providing high-level strategic and financial guidance and oversight.

The Executive Director is currently a voting member of the Executive Council.
The Executive Director is currently a voting member of the Executive Council for items unrelated to their salary and accountability.

The Executive Council holds broad expertise in building and running a scientific / data science nonprofit organization. It is complemented by the [Advisory Council](advisory-council), which offers domain-specific expertise, guidance, and input.

## How the Executive Council works

The pyOpenSci Executive Council operates through open discussions, collaborative
decision-making, and a commitment to transparency. By leveraging diverse
perspectives, the Council ensures that its guidance aligns with the organization’s
[mission, vision, and values](mission-values) while meeting the needs of the
growing pyOpenSci community.

The Council employs flexible and adaptive practices, such as the **lazy consensus**
approach, to ensure decisions are made efficiently while fostering thoughtful
dialogue and collective alignment.

## Executive Council Roles & Responsibilities

Expand All @@ -27,69 +38,96 @@ Each Executive Council (EC) member dedicates no more than **four to six hours pe
- Connecting the Executive Director with potential funding opportunities.
- Evaluate the performance of the Executive Director on a yearly basis.
- Approve expense reports.
- Take meeting minutes and ensure they are published.
- Take meeting minutes and ensure they are [published in this Handbook](ec-minutes).

The Executive Council is currently led by the Executive Council Chair, who approves the Executive Director’s vacation time off requests and sick leave.

:::{note}
While travel is not explicitly required, members may have opportunities to attend meetings on behalf of pyOpenSci. Travel may be supported by pyOpenSci if needed.
:::

### How the Executive Council makes decisions

The Executive Council makes consensus-based decisions. All decisions must align with the legal obligations and policies of pyOpenSci’s fiscal sponsor - Community Initiatives.

### Items that require Executive Council approval

In some situations, the Executive Director should consult the Executive Council to get approval before moving forward. This section describes those scenarios.

### Decisions that require an Executive Council vote
## How the Executive Council makes decisions

The Executive Council helps to define and direct the strategy and major direction of pyOpenSci. It must approve major decisions that strongly affect pyOpenSci’s strategy or financial well-being. In general, items with legal or fiduciary implications require a vote and the public documentation of the vote's outcome via our [meeting minutes](ec-minutes).
The Executive Council supports the Executive Director by serving as a resource
for input when needed. However, certain items require explicit Executive Council
approval.

The EC will always vote on the following:
### Decision-making process

* Annual Budget
* Anything related to pyOpenSci's Mission, vision, values
* Changes in governance and policy (example COC)
* Changes to the Code of Conduct.
* Significant deviations from the approved yearly budget
* Decisions that have significant implications for pyOpenSci’s financial health.
* Major changes in strategic direction and roadmaps for organization development.
The Executive Council generally follows a **lazy consensus** approach for decision-making:

The EC, independent of the Executive Director, also determines the Executive Director's salary.
:::{admonition} What is lazy consensus?
:class: tip

The Executive Director is given authority to make all other decisions; the Executive Council, however, is a resource for the Executive Director when they want feedback and input on decisions.
Lazy consensus means that decisions are approved by default unless a member of
the Executive Council explicitly raises an objection within a predefined period.
This allows decisions to move forward efficiently while still providing an
opportunity for discussion. The proposal is accepted if no objections are raised
within the specified timeframe.

When objections are raised, further discussion occurs, and a formal vote is held
if needed. This ensures decisions reflect the collective agreement of the Council
while minimizing unnecessary delays.

### The Executive Council may also be asked to provide input on

These decisions are significant or public-facing and would benefit from the input of the Executive Council; they do not require a vote to move forward. The Executive Council should be notified using the **executive-council** slack channel.

Here are some items that you may be asked for feedback on.

* Significant public-facing changes to the pyOpenSci website.
* Significant changes that impact staff or Human Resources (hiring, firing ,etc) decisions.
* Operational policy for pyOpenSci staff (unless they have major financial implications).
* Decisions about pursuing proposals and writing grants.
* Decisions about significant changes to pyOpenSci programs
:::


All decisions made by the Executive Council must align with the legal
obligations and policies of pyOpenSci’s fiscal sponsor—[Community Initiatives](https://communityin.org/).
This ensures compliance with overarching governance structures and financial
responsibilities.

### Decisions requiring an Executive Council vote

The Executive Council (EC) defines and directs pyOpenSci’s strategy and major
organizational direction. It is responsible for approving significant decisions
that strongly impact pyOpenSci’s strategy, governance, or financial well-being.
Generally, items with legal or fiduciary implications require a formal vote,
with the outcome documented in our [meeting minutes](ec-minutes).

The EC will vote on the following:

- **Annual budget**: Approval of the organization's yearly budget.
- **Mission, vision, and values**: Decisions related to pyOpenSci’s core principles.
- **Governance and policy changes**: Approval of changes to governance structures,
including updates to the Code of Conduct.
- **Significant budget deviations**: Decisions involving major deviations from the
approved annual budget.
- **Financial health implications**: Any decision with substantial implications for
pyOpenSci’s financial stability.
- **Strategic direction**: Approval of major changes to organizational strategy and
development roadmaps.
- **Executive director’s salary**: The EC independently determines the salary of the
Executive Director.

:::note
The Executive Director is authorized to make all other decisions. However, the
Executive Council serves as a resource for the Executive Director and may provide
feedback and input upon request.
:::

## The Executive Council's Role
## Collaboration between the Executive Director and the Executive Council

The Executive Council is available as a resource for the Executive Director when it is helpful. However, there are also items that require Executive Council approval.
While not requiring a formal vote, the Executive Director may request feedback
from the Executive Council on significant or public-facing decisions. These discussions should
occur in the **executive-council** Slack channel to ensure transparency and
collaborative input. Examples include:

- Significant public-facing changes to the pyOpenSci website.
- Decisions impacting staff or human resources (e.g., hiring or termination).
- Operational policies for staff (unless they carry major financial implications).
- Strategic decisions about pursuing proposals or writing grants.
- Substantial changes to pyOpenSci programs.

## How the Executive Council works
By maintaining open communication, the Executive Council and Executive Director ensure pyOpenSci’s
decisions align with its mission and strategic goals.

The pyOpenSci Executive Council operates through open discussions, collaborative decision-making, and a "lazy consensus" principle where decisions move forward unless concerns are explicitly raised. This flexible and adaptive approach ensures that the Executive Council can respond to the needs of the growing pyOpenSci community of practice. We focus on fostering thoughtful dialogue and leveraging diverse perspectives to guide the organization’s [mission, vision, and values](mission-values).

The Executive Council values transparency and clarity, ensuring all members are informed and aligned as we shape the future of pyOpenSci together.

### How we meet and communicate
## How the Executive Council meets and communicates

#### Monthly meetings
### Monthly meetings

The Executive Council holds **monthly meetings** (typically 1.5 hours) to discuss key topics, review updates, and make decisions by consensus. During these meetings, the Executive Director (ED) provides updates on the organization’s development, growth, and operations and may request feedback on specific issues. This time is also used for strategic planning and discussion

Expand All @@ -115,42 +153,110 @@ EC members are expected to check Slack semi-regularly to stay informed.

The pyOpenSci Executive Council uses a shared **[Google Drive](google-drive)** within the pyOpenSci Google Workspace to store and share documents. This includes meeting notes, agendas, and other important materials. Members are encouraged to access and update shared resources using the shared Drive.

### MOVE Guiding principle: lazy consensus
## Selection of Executive Council members

The EC operates using a "lazy consensus" principle, where decisions move forward unless concerns are explicitly raised. This approach ensures efficient decision-making while allowing members to provide feedback when necessary.
The Executive Council and the Executive Director are responsible for selecting and appointing new council members.
This process ensures the Council has the skills and expertise necessary to meet
the evolving pyOpenSci needs.

:::{todo}
Find a good link to explain the concept of lazy consensus.
:::
### Executive Council selection process


1. **Identify organization needs**:
- The Council first evaluates its current composition to identify areas where
additional expertise, perspectives, or skills could be useful to support the
organization’s mission and strategy.

2. **Identify Candidates**:
- Potential candidates are identified based on their experience, expertise,
and alignment with pyOpenSci’s mission, vision, and values. This may include
leaders in the open science community, individuals with financial or
governance expertise, or others with relevant nonprofit governance skills.

3. **Review and nominate the new member**:
- Candidates are discussed and nominated by current Council members during a
meeting or through the Executive Council Slack channel. After nomination, the Executive Director
will contact the candidate to see if they are interested/available.

## Onboarding a new Executive Council member
5. **Onboard the new candidate**:
- Once approved, new members are onboarded following the onboarding process
outlined in this document.

* Add to pyOpenSci Executive Council shared drive
* Add to pyOpenSci Executive Council Slack channel
* Notify our Fiscal Sponsors of a change in chair or budget oversight role
* Provide links to relevant documentation in the Handbook (other places?)

### Terms and evaluation

## Offboarding an Executive Council member
- Executive Council members are expected to serve for 2–3 years.
- At the end of each 2-year term, members may choose to step down or renew their
commitment based on mutual agreement with the Council.

* Remove from pyOpenSci executive council shared drive
* Remove from pyOpenSci Executive Council Slack channel
* Notify CI if there is a change to the chair and budget role
As needed, the Executive Council may conduct periodic evaluations to ensure its composition continues
to meet the organization’s needs.

## Onboarding and offboarding Executive Council members

## Selection of Executive Council members
The onboarding and offboarding of Executive Council (EC) members ensure:

* smooth transitions,
* that new members are set up for success and
* that departing members are appropriately transitioned out of their roles.

### Onboarding a new Executive Council member

* New members will be selected and appointed by the existing Executive Council
* We will select new members by assessing the governance needs of the organization and identifying a person with that experience/expertise to join the EC.
*
When a new member joins the Executive Council, the following steps should be
completed to integrate them into the team:

1. **Access to tools and resources**:
- Add the new member to the pyOpenSci Executive Council shared [Google Drive](google-drive).
This drive is where we share meeting notes,
agendas, budgets and other resources.
- Add the new member to the Executive Council Slack channel, the primary
communication platform for the Council.

## Glossary
2. **Orientation**:
- Provide a link to this Handbook, which outlines the Council’s
responsibilities, decision-making processes, and operational policies.
- Schedule an initial orientation meeting, if needed, to familiarize the new member
with pyOpenSci’s mission, vision, values, and ongoing initiatives.

3. **Notifications**:
- Notify the pyOpenSci's Fiscal Sponsor (Community Initiatives) of any changes in roles
that impact the chair position or budget oversight responsibilities.

4. **Welcome and integration**:
- Introduce the new member to the Council during a meeting and through a Slack
announcement. Highlight their expertise and how it complements the team’s
needs.

## Offboarding an Executive Council member

When a member leaves the Executive Council, the following steps should be taken
to ensure a smooth transition:

* **Remove Access**
- Remove the departing member from the pyOpenSci Executive Council shared
Google Drive to ensure that sensitive information remains secure.
- Remove the member from the Executive Council Slack channel.
2. **Notifications**:
- Inform the Fiscal Sponsor (Community Initiatives) of any changes to the
chair position or budget oversight responsibilities caused by the departure.

3. **Knowledge transfer**:
- If the departing member held specific responsibilities or roles (e.g.,
chair, budget oversight), ensure that these responsibilities are transitioned
to another member of the Council.
4. **Acknowledgment and thanks**:
- Publicly thank the departing member for their contributions to pyOpenSci,
either during a meeting or through a Slack message. Celebrate their impact
on the organization and its mission.

By following these steps, pyOpenSci ensures a seamless transition for incoming
and outgoing members, maintaining stability and continuity in its governance
practices.

:::{admonition} Glossary
:class: tip

* [Fiscal Sponsorship](https://en.wikipedia.org/wiki/Fiscal_sponsorship) refers to nonprofit organizations offering their legal and tax-exempt status to groups—typically projects—engaged in activities related to the sponsoring organization's mission. It involves a fee-based contractual arrangement between a project and an established non-profit.
* [Non-Profit Organization](https://en.wikipedia.org/wiki/Nonprofit_organization): A legal entity organized and operated for a collective, public or social benefit, in contrast with an entity that operates as a business aiming to generate a profit for its owners.
* [501(c)(3) Organization](https://en.wikipedia.org/wiki/501(c)(3)_organization): a United States corporation, trust, unincorporated association, or other type of organization exempt from federal income tax under section 501(c)(3) of Title 26 of the United States Code.
:::
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