02 My (Eric) current thoughts on Board make up

I highly like this. Thanks for your thoughts.

Susanne Parris

Strength for Life, Miranda

Are both Indigenous and Youth, Observer Board Members in this case? Also clarifying that is two seats not one combined, correct? I see them as very distinct so would drop the reps to 5 to allow for these two seats. Just want to understand if this proposes that they are voting and have full liability as Directors or not please.

The two Ex-Officio legal and accounting: do they need to be a member of the bar association of NSW and a CPA respectively? I think it could be hard to find that (as the Finance Lead position has not been held by a pro since 2016) and to fill the need for this kind of expertise I personally advocate for having appointed lawyers and accountants to be paid for their professional services, independent of the Board. Having experience and some qualifications in accounting to fill the role Treasurer is important for sure.

The youth one would have to be observer. I think we should consult with Indigenous mob about their representation. I was thinking a question for Loomio voting be that there be Indigenous representation and if that passes them we consult on the details.

I like the idea about qualifications myself. Could make it harder to find enough people, but going for what is best case scenario makes sense to me

I think that seeking further collaboration with indigenous mob, and offering a full seat on the board if they wish to take it up, is one of the most important things we can do. Even if they decide it's not the right time for them now, we should still build it into the constitution for the future, if that is deemed appropriate. We should start consulting with them as soon as possible. I also think that we should be considering this as part of a wider Reconciliation Action Plan for the entire org. Jo and I had started initial discussions and research on this, but given the current circumstances we have not be able to build on that. Is anyone else up for taking this on?

Ah so by youth you mean under 18. I know there are a lot of really skilled young people who have been on boards/committees at uni and likely have better governance awareness than many of us! However that is a privileged class fir sure. One way to do this is to have a Youth standing committee and they could appoint one of themselves to Board observer position. It seems to me like one young person speaking for all young people might miss a lot good input. Perhaps even a Youth Chapter with a committee could work. That way we have defined the electorate and created a container for youth and junior burners to have their own space to organise and be heard at Board level.

This is along the lines of what I was thinking for youth representation, thanks Madeline. supporting them to self organise and have a voice. Also out of that youth chapter could spring any number of initiatives, both on paddock and off.

Hey Eric,

I really like the diversity and opportunity that all these different roles offer but I see the potential of debilitating conflict arising between two separate community Boards with different director compositions. What I predict will evolve from this proposal is two Boards forever in conflict with each other. The only successful examples I am aware of where a wholly-owned subsidiary that has a different Board from its parent entity is in the commercial sector where both Boards have professional directors and where directors are financially remunerated. Professional reputations and incomes at risk work as an incentive/leverage for cooperation and compliance with parent Board directions. These arrangements work especially well within media, energy and resource sectors.

However, the commercial sector is not immune to multi-board conflicts. A recent public example of this conflict was The University of Melbourne (UoM) and its wholly-owned subsidiary Melbourne University Press (MUP). When there was a disagreement between UoM and MUP Boards over the strategic direction of the publisher, ultimately all the MUP directors could do is resign as they felt they could not fulfil their fiduciary duties for MUP by following the directions of UoM Board, who would ultimately replace them if they did not follow their directions. (See https://www.booksandpublishing.com.au/articles/2019/01/31/122644/adler-mup-board-directors-resign-amid-university-tensions/)

An alternative solution is to have the same 11 or 13 directors consistent between both Boards. The 'production' entity simply has one Board meeting per year as required by ASIC, the rest of the business is conducted under the 'cultural' entity which should meet quarterly.

This structure would provide the necessary control and stability that the new entities need in their formation years. They need to learn to walk before they run. After they mature say 5-10 years after incorporation, the cultural organisation can easily revise its rules to give the production entity more autonomy if required.

I assume BS Town Council would still be functioning, so we need to be careful not to create a bureaucratic nightmare.

Remember, the sole purpose of the subsidiary structure is to protect assets. This means that the production entity should not accumulate any assets (net worth) itself. It is a shell company to simply contain financial risk and is therefore expendable. The production entity receives income, pays expenses and any net profits are transferred to the parent entity by way of administration or licensing fees and loan repayments.

Regards,

Troy

Lots of good points above Troy, thank you. I particularly like the idea that what we do now to get started can be reviewed and amended at a future time as things change. What we need to get going now is not necessarily the same as what we'll need once we are up and running. I am interested in inserting regular reviews, with relevant appropriate mechanisms, into the founding document/s.

If the Board was the same and we had a Town Council that was an elected committee of management (current TC and Facilitators combined could work) would that resolve this potential conflict in your mind Troy?

Thsnks Troy. Alwsys appreciate your experience.

There has been discussion that the Town Council be the Board of the production entity. In part to make the Town Council more accountable. I wonder how that would effect your thinking? Also interested to hear your response to Madeline's question.

Again, thank you for your input

Why exclude?

Can you elaborate? Who is being excluded if there are some open rep positions?

limiting the eligible candidates excludes all other candidates. I'm just not sure why we'd intentionally do that

Because there has been advice, which I personally am prepared to take, about creating a Board Matrix to strike a balance between skills based and populist candidates. I am an advocate of affirmative action and our community is diverse. I was personally really disappointed that at the first attempt at a prospective Board election we ended up with every single person being white, only 2 women, and only 1 from NSW despite the event being in NSW. Only 3 (therefore a minority) were Australian etc.

The community chose that board, and if I recall correctly most if not all of the candidates they had to choose from had light skin colour. If the community want different representation they need to supply it (and vote for it as well).

Whereas it seems to me that we're considering a system where instead of everyone being allowed to run, we're actively excluding people based on race, age and formal training.

I am comfortable with being more radical in our inclusion. The fact that our demographics look the way they do, and that that prospective representation prevailed (for more complex reasons than we are discussing I might add), says to me that perhaps our current policies and strategic direction are part of the problem.

Which policies?

The non-policy...the call outs are generic and we have no affirmative action in place that spells out how the org can or will support and encourage participants who self identify as indigenous, or those under 25 or who have disabilities.

https://burningman.org/culture/diversity-radical-inclusion/?fbclid=IwAR3tUcH846VgxO61AcC2FIIX9VsddRpsyIBRuB4yejlkIFV9m2aZbpZvfQs

This is definitely in step with the Borg...easier to set the foundations than reverse engineer down the track...

https://journal.burningman.org/2020/10/black-rock-city/building-brc/lessons-from-cds/

Eric/ all, I think these are well thought out ideas. Inclusion of Indigenous mob is more than appropriate, and the inclusion of youth representation makes sense on many levels and would be a valuable opportunity. I would like to suggest (again) that one of the Cultural board members be a BM Regional Contact. It could be a revolving position even. I believe it is appropriate because the RC has been through a community vetting process as well as processed through BMorg and provides that link between the two associations. A regional contact also must sign off on an event if it is to be an "offical" event and works with the production lead, and also submits the afterburn report to BMorg.

I am in full support of the idea of having a Regional Contact on the board of the CultOrg, for all the reasons above. It's really important we have someone there with a mind on the cultural big picture.

Can we hear how that RC might be chosen please? I would consider it if the members were able to vote from the full pool of RCs as candidates but would not support a move where RCs choose among themselves who gets the place. Members should be able to nominate the RC of their choice, and whether or not the RC accepts the nomination is up to them. Could that work?

I think it should be the same sort of voted in process as the other cultural board positions (RC self nominates, then membership votes in); in this case an RC from the VIC/NSW/?ACT pool, who will be more in tune with the ins and outs of the local community, culture, and events.

I have put forward the idea that a cultural stewardship standing committee be formed to advise the Board though, and the TOR could allow for RCs to join that committee with other culture heroes who have not attained that status. I am not comfortable with the current system whereby RCs have been largely self/internally appointed (until recently where real efforts at community call outs have been undertaken) and that there is no expiration of their tenure. It is a privileged class of Burner...

Except the cultural org is not ACT NSW VIC...it is national if we want to be. I would not vote for this limitation on where the RC comes from.

I am not beholden to where they come from in particular; there's a large pool. I think we have already had the discussion about how regional contacts are vetted and chosen. The only RC's who I personally am not sure if they went through the community vetting process are Robin and Richard, but that could be bc there wasn't a large community to pull from at that early stage - they could speak more on that. I'm not sure I would call the regional contacts "privileged"; it certainly doesn't sound like a compliment, but I wont take offense :) The reason I think there should be one on the Cultural Board is because they are the link between the Burning Man Project and the orgs we are setting up; it's logical in my mind and they play a vital role in the paperwork process etc.

I agree that in the age of trademarks and license agreements it is important to have an organised and efficient relationship between HQ and any regional, but I don't think you need to rely on a RC on the Board to ensure that purposes and principles and the terms of agreements between the two orgs are upheld. I am not convinced that an advisory committee of RCs wouldn't suffice. What do RCs bring that can't be brought by a great burner community member who knows how to follow an agreement and prepare a satisfactory report? The feasibility of the event depends upon delivering those things, so it doesn't need a nanny to ensure it happens does it? Would this precedent not then suggest that an RC needs to be parked on the peak body of every other Org trading under license of BM marks or endorsed as official in this country?

The other issue is that the cultural org is not the one putting on the event, the ops org is, so if an RC must be at the table and/or have unfettered access to critical information to produce afterburn reports, then shouldn't that Board seat be on the Ops peak body, not the Cultural Org?

For me this is an optional, but I totally reject that it is vital. I also question whether it aligns to Radical Inclusion. How many forums do RCs need to insert themselves into before they accept that there is a big community of amazing doers out there who don't necessarily want a layer of management and the hierarchy that represents being imposed on them? It just seems entitled to demand seats on Boards and not be subject to the same democratic process as every other candidate.

There is no offence meant when acknowledging the inherent status and privilege that comes with the title. I think having guaranteed tickets to purchase for Burning Man every year is a massive privilege. Also inclusion and sponsorship for training, conferences and reserved networking opportunities within the project, and the social capital that comes with any leadership role counts. No expiring tenure means that an RC can elect to never give up their role and that denies anyone else in their state the same opportunities. If all that isn't privilege, I don't know what is.

The vetting process is not democratic, but I am very glad a much greater effort to get the word out and ask the community what they think of the nominees has been undertaken recently. It isn't a criticism, it is an observation. I see RCs as a class of burners who have a vested interest in maintaining the integrity of, or perhaps are ambassadors of, the Burning Man BRAND as their primary function. They already have an advantage if they run in an open election by right of their title don't they?

The purposes of the cultural/holding entity read quite clear that this entity will be producing at least one official BM event, promoting the 10 principles of BM, etc....
If it were not a BM associated cultural entity, trying to produce an official BM event, I would wholeheartedly agree with you Madeline. But this is not the case. And so, it makes sense to have a Regional Contact who must sign off on events and submit the paperwork to BMorg for official status to be a board member of the Cultural Board. I daresay it is their job to be leaders of the very culture year round - that's their role as an RC.
Clearly, you have a poor view of regional contacts! Believe it or not, RC's work pretty hard year-round to yes, look after trademarks, but (much, much) more so be leaders in their region - that means community and culture cultivation, organising events, connecting people who are interested in Burner culture and linking them in locally and to events like Burning Seed, orgs like BOSS. When you say "how many forums do RC's need to insert themselves into..." do you know why they are there? Because they stepped up to the plate and put their hand up. Just like a lawyer or an accountant brings a skillset, in this case a regional contact brings a skill set.
Suggesting that RC's are nanny's and should have someone else draw up the report is an example of a hierarchy I do not want to personally see in these entities we are building; we all work hard to be where we are - I also stand by this in my personal "privileged" role as an RC.
Suggesting the RC process is rigged and undemocratic is your personal opinion. I don't think undermining the very culture we are trying to grow, has its place in this group. I'll keep reminding you. I undertook the process of of nominating the Sydney RCs this year, and I do find casting aspersions without evidence pretty offensive; especially in this context where we are trying to build trust and goodwill.
And last to set the record straight; RC's don't just get a free ticket to burning man, though that would be nice. We work for it, reports have to be submitted, etc. Just like BOSS/Melburners, any entity that puts on an offical event get's a DGS ticket(s). Are the nfp entities privileged too because they get access to DGS ticket? Are the recipients of those DGS tickets from entities also privileged (like yourself)?
I see RCs as inspired burners who are enthusiastic about spreading the ethos of burning man to the wider community through things other than a party. That's why I show up, and I think I can say that for most RC's that I work alongside.

I didn't say anyone got free tickets, I said RCs have access and allocations to purchase tickets to BM each year which has a value (for anyone that has lost hair and sleep trying to use the public system anyway!). The difference between the NFPs and their DGR allocations is that they are democratic orgs and the distribution of tickets is done in a relatively transparent way at least among the volunteer committee members; and there are opportunities for community to participate in the activities and business of those orgs at regular intervals (AGMs and general meetings etc). Also minutes and reports are published for all stakeholders in the relevant communities to access, should they wish to understand what it is those orgs do.

I don't have a poor opinion of RCs at all. Apart from the regional page on the BM website there is nothing to look at to have a clear understanding that leads to an informed opinion. I understand they are the liaisons between endorsed events and HQ, which means that my description as ambassadors is correct, and not at all intended to be offensive. We haven't had RCs in Sydney for a few years now so perhaps that is part of the mystery. I know that they are there to answer questions for people wanting to go to BRC or connect with the Burning Man project locally. I have no idea how many people email them nor anything about the workload, that doesn't mean I deny it is there. I haven't seen any of the mentorships at BRC promoted or applications invited, so I don't know if that is an official part of the RC role that requires due diligence, I have only ever heard of those opportunities being personally offered to individuals by RCs. I don't know how many tickets are allocated, nor how the decisions are reached about distribution to the community. There is no RC managed national forum or a regularly updated webpage to have any real understanding of all the good works you speak of. I certainly sent glowing, positive feedback about the people I recognised at having consistent service, integrity and initiative when at last the locals were asked. I don't know how the funding arrangements with Burning Man work or whether it is the RCs' job to negotiate and arrange the proportion of revenue from endorsed events that are requested as donations to BMP in the agreements. Nor have I seen any sharing of material, tools and learnings from things like the leadership conferences. I would be great PR for those presentations to be shared as it might assist the vast majority of participants out there trying to figure out to improve their own burner experience or lead their camps more effectively or get a new thing up and running for example. The access to that level of support and training is exclusive and by invitation to date.

This thread is not here to justify the importance of the RC network. It is about the Board. If the RCs as a collective think they have a case to pitch for being guaranteed a seat at the Board perhaps they should, as a collective, craft that argument for everyone on the committee to consider. A lack of understanding is not an indictment. If a group of other stakeholders think they have a case to offer for being guaranteed a seat I would expect them to be explain how and why without it being some sort of outrage to expect some clear discussion about the appropriateness of the request. Do you speak for all RCs when you bring this to the table @leanna ?

Madeline, I am not going to spend much more time repeating why an RC on the Cultural/Holding entity makes good sense. I will bring this question to our next RC call to answer your question to whether I speak for all RC's in Australia. It has been demonstrated here, that at least 2 RC's agree. If @Robin Macpherson or @'King' Richard Martin would like to give their opinion as an RC/or what they see an RC role as, I am sure they will.

This is where my discord CEP comments are coming from @The Baron, Madeline, @Susanne Parris . If the org's purposes are national, then I feel the stakeholders are different than what we have defined. Contextually, if a WA RC is on this Board, he may want the WA entity involved. What does that look like? And are we missing important voices if so

I will set up some focused break out threads for discussion about each stakeholder group we identify so we don't have layer upon layer of discussion under Board, it is important to understand how everyone fits into the puzzle so we need to partition them.

Not sure the comment about the first 2 RCs is helpful. Singling them out without knowing for certain if later RCs had community nominate or vouch for them is odd; it's a bit hard to be nominated by a community when you are building one from scratch. 1999 for Richard and Robin and 2000 for Jodi, 2001 for Phil... I imagine the process has become far more proactive in seeking feedback from "community" than it was 20 years ago and that makes the early contacts' contribution quite valuable, not questionable. They have seen the development and don't need to speculate about how it evolved, they have been there the entire time, playing their part in building the community.

Madeline, I work with Robin and Richard outside of this group. I doubt very much they are misinterpreting my comment as you have chosen to do. They are also the other RC's in this group other than Phil, so if they would like to comment in that capacity, I am sure they will (as I said). Good idea to set up break out threads, I think this one has lost meaningful discussion as to having an RC on the Cultural board. I will report back from our reg contact meeting as to the group's opinion on this point.

I'm not so sure about the mandatory lawyer and accountant though. While they would be nice to have of course, it could make it harder to fill those roles. Also, those aspects are easily outsourcable, as we have done to date, and it seems more appropriate to focus on skills and experience such as events management or arts management, or even communications. Should be plenty of burners with those skills.

I agree entirely with @Phil Smart . Far more important to have people well trained or experienced in Governance than law or accounting. Having either of those professional quals does not mean they would be the right kind of lawyer or accountant either. Also think independent advice is prudent. It is a little bit like saying they must be a unicorn...but we would probably find heaps of those!

Regarding a Regional contact on the Cultural Board: at our formal RC meeting last evening, there was unanimous agreement that RC's would make for an integral member of the cultural board composition, as they are cultural ambassadors of the BM project. They form a bridge between the two organisations, and are well positioned to provide support to and from bm org to the cultural entity here (good asset).

https://communitydirectors.com.au/articles/tipping-the-scales