# IOI governance

Last updated: 2023-03-27
URL for this page: https://hackmd.io/@investinopen/governance
URL for this site: https://hackmd.io/@investinopen/how-we-work

## Overview

As of January 2022, IOI employs a tiered governance structure consisting of a Financial Oversight Committee, a Steering Committee, Governance & Nominating Committee, and Community Councils (as needed; paused as of 15 September 2022). This design accommodates needs for oversight, strategic support and guidance, as well as community stakeholder input. This model also reflects a need for an agile, responsive structure to support IOI’s work moving forward, and is intended to reflect the need for both clear decision making support and a commitment to working with and for the community in advancing our aims for a more sustainable ecosystem.

This enables support for rapid decision making on the leadership level, while also providing space for smaller, focused, affinity groups to have an active feedback and engagement channel to inform IOI’s work. This structure would ensure that IOI’s core decision making body is informed of the needs of the communities it serves, without presenting a risk of a quid pro quo / buying access or privilege. 

More about IOI's governance can be found in our annually updated [Orientation Packet](https://docs.google.com/document/d/1x86zwvtr7Odxvzwos7u2GSl3BMnQ_V2KXBkTKAgR4Vk/edit?usp=sharing).

## Current roster
Main page: https://hackmd.io/@investinopen/governance-members
Biographies: https://hackmd.io/@investinopen/governance-bios

## Governance bodies

### Steering Committee

-- IOI Steering Committee meetings + minutes:
https://hackmd.io/@investinopen/steering-meetings

-- Biographies of current members + advisors:
https://hackmd.io/@investinopen/governance-bios#IOI-Steering-Committee--Advisors

-- IOI Steering Committee Charter: https://hackmd.io/@investinopen/steering-charter

-- IOI Steering Committee recruitment + onboarding process:
https://hackmd.io/@investinopen/steering-committee-recruitment

#### Background

(7-12 people, quarterly meetings)

The IOI Steering Committee represents community leaders, practitioners, and experts who have demonstrated success in influencing and bringing systemic change to communities. This group exists to bring new ideas, strategies, and learnings to the work of IOI from adjacent communities and areas of infrastructure. This group provides rapid decision making support to IOI’s Executive Director, and works with and alongside leadership in helping to secure partnerships and support for IOI, inform IOI’s activities, and champion and expand our work. 

Candidate profile (not all required): 
- Experience in catalyzing change via community-oriented organizations and networks
- Demonstrated success in grassroots partnerships and collective action 
- Experience with organizations and/or movements advocating for oversight and engagement in technology decisions (ie., Data4Black Lives, Algorithmic Justice League)
- Experience with infrastructure operations, maintenance, and support in a global context (ie., broadband, NRENs, open source systems)
- Practitioners and leaders thinking deeply about implications of technology on equity and participation 
- Those working to radically shift the economic models to better serve communities (ie., The Maintainers, mutual aid networks, Solidarity Economy)
- Those with deep coalition and partnership experience to advance change across institutions and organizations (especially regional/global collaborations)

Time commitment:
- Provide feedback 2-3 business days after an ask
- Attend quarterly 1.5-hour meetings
- Ability to commit to a 2-3 year term with option for renewal
- Ability to review reports, strategy documents
- Take an active role in participating in IOI’s work

Roles & responsibilities:
- Advise and work with IOI Executive Director (ED) on strategic development: 
- Provide input on strategic direction and operations
- Provide guidance and input on project deliverables
- Serve as the ED’s core support and advocate 
- Evaluate how well IOI is fulfilling its vision, mission and values;
- Aid directly in fundraising with IOI’s ED:
- Make introductions and help steward funder relationships in partnership with the ED
- Partner and/or help steward partnerships
- Serve as a champion for IOI:
- Articulate IOI vision, mission and values to the public
- Communicate IOI direction and activities to the communities
- Support and advise the Executive Director as needed

### Governance & Nominating Committee

-- IOI Governance and Nominating Committee meetings + minutes:
https://hackmd.io/@investinopen/nominating-meetings

#### Background

The Governance & Nominating Committee was established to support Invest in Open Infrastructure (IOI) to develop project governance and review its effectiveness. The responsibilities of the committee include to establish and support the implementation of a governance structure and to identify candidates to serve to maximize the effectiveness of IOI.

Initially, the committee is formed from the Steering Committee by a group who represent diverse perspectives and stakeholders. This group will appoint members of the Committee and a Chair, each to serve for one-year terms. Future membership decisions will be evaluated once the initial governance responsibilities of the committee are underway and a committee framework is implemented. 

Roles & responsibilities: 
- Support IOI Leadership in forming a Steering Committee and Advisory structure to advance the mission and work of IOI
- Help establish and nominate members for IOI’s governance tiers, in line with this group’s nomination strategy for equitable and anti-racist governance
- Establish selection criteria for governing committee members that supports IOI’s strategic goals and equitable governance strategy
- Review nominations received against the selection criteria and develop a slate of nominees that collectively represents such criteria for presentation to IOI Leadership and governance
- Vet all candidates as possessing the competencies, experience, and willingness to serve effectively
- Ongoing oversight to ensure Steering Committee and Financial Oversight Committee composition reflects factors that impact IOI’s sustainability and mission effectiveness, including diversity and inclusion
- Upon the resignation or removal of an Officer or Director, recommend a candidate to fill the vacancy to the Board if required
- Oversee orientation, education and self-assessment programs for directors.

### Financial Oversight Committee

-- Charter of the Financial Oversight Committee: https://hackmd.io/@investinopen/financial-oversight-charter
-- Financial Oversight Committee meetings: https://hackmd.io/@investinopen/financial-oversight-meetings

#### Background
(3-5 people, quarterly meetings)

This group will support IOI leadership on ensuring compliance and administration of the organization, providing oversight on financial and organizational items. We recommend this group consist of 3-5 members, including the IOI Executive Director, and (to be appointed) Chair, Vice Chair, and Treasurer. 

The Governance & Nominating Committee recommends that the Chair of this group be a non-US resident. This group will be established in early 2022, at the start of the new Steering Committee term.

Roles & responsibilities:
- Financial management and budgetary oversight
- Oversee compliance with legal obligations and IOI policies
- Monitor IOI financial performance and use of budget
- Play an active role in ensuring the financial health and sustainability of IOI.

### Community Councils

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*As of 15 September 2022, the Community Oversight Council's activities have been paused and have not resumed as we reflect on this format, our experience, and how we’d like to move forward.*

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#### Background
(2-3 max)

IOI relies on these groups to represent and bring forward what’s important to key communities IOI serves. These Community Councils reflect IOI’s commitment to stakeholder conversations to inform future strategies for IOI and our attentiveness and responsibility to the needs of key communities IOI serves.

We propose 2-3 Community Councils to start, to ensure there’s capacity within IOI to sufficiently support these conversations. Community Council members do not have voting rights or roles in the Steering Committee, to safeguard against conflict of interest or perceived self-dealing.

Roles & expectations:
- Ensure agenda alignment and sharing of priorities to help achieve collective impact
- Bi-directional channel to share in shaping how IOI develops strategies and programs
- Provide input on specific community aims, needs, and timely issues that arise that affect core constituencies IOI aims to support.

#### Community Oversight Council

-- Main page:
https://hackmd.io/@investinopen/community-oversight-council

-- Biographies of current members:
https://hackmd.io/@investinopen/governance-bios#Community-Oversight-Council

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## See also
* Archived copy of this page (via the Internet Archive's Wayback Machine): https://web.archive.org/web/*/https://hackmd.io/@investinopen/governance

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This page first published: 2022-05-25

###### tags: `governance` `about-us`

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