In building any organization, but particularly one designed around a clear set of values and beliefs about openness, transparency, and accountability, the structures and processes governing the organization are critical for ensuring the organization acts by its values and puts its beliefs into practice. While Invest in Open Infrastructure (IOI) is a relatively young organization, we have committed ourselves to critically looking at our governance structures, as a way to ensure we are holding ourselves to account for the trust we seek to build and maintain with the various stakeholders committed to developing and maintaining open technologies and systems to support research and scholarly activities.

In the following post, we will outline our motivations, key learnings, and recent changes to our governance structure to be more transparent in our activities and share our experiences with others on a similar path.

Our motivations

As we set out to design and carry forward our 3-year strategic plan, we wanted to ensure that we had governance that would enable us to achieve our goals and objectives. We started to examine the composition of our Steering Committee, our main governing body, and the organizations, backgrounds and perspectives that its members represented. We reflected on their relationships and involvement with other organizations in the space, with each other and with IOI’s staff.

We contrasted these observations with our thinking and aspirations around who we would like to see represented in the conversations we are working to advance. We asked what governance models and structures would best supercharge our moving forward with our mission. We realized that there is an opportunity to restructure and recenter our governance: to design for its meaningful involvement and participation in our work, for it to positively impact the operations and management of the organization, and for it to effectively perform its oversight and accountability functions.

We have said that we think good governance is important for the trustworthiness of infrastructures that are fundamentally entangled with the community. We have a few ideas for aspects that would affect the effectiveness of governance, as evident in the Catalog of Open Infrastructure Services, e.g., size of boards, percentage of board members that are staff versus non-staff, affiliations of board members.

Working with inclusion experts DeEtta Jones & Associates (DJA) and other governance experts and practitioners who participated in our focus groups, we also understood the importance of having structures in place to stay informed of and mitigate biases and conflicts of interest, and to consider the manageability of the governance bodies in terms of having clear responsibilities and charters. Below, we share more about the steps we are taking to evolve our governance, and what we are learning with and from others as we engage in this process.

What is non-profit governance?

There are many definitions of governance as structures and processes that examine how decisions are made, who gets a say in making those decisions, and who is accountable for those decisions. For non-profit governance, there is often a dual focus: “achieving the organization’s social mission and ensuring the organization is viable.”

Within nonprofit studies, governance has clearly been conceptualized at the organizational level where the governing system comprises the board of directors. The board is conceptualized as fulfilling legal and fiduciary responsibilities. However, governing activities often occur outside of the board; many stakeholders are likely to influence organizational mission, major policies, executive director performance and external relationships (Stone and Ostrower, 2007).

What we are designing for

IOI is currently a fiscally sponsored project at Code for Science & Society (CS&S). As such, the board of CS&S takes on the legal and fiduciary obligations of a nonprofit board of directors. (Disclosure: IOI Executive Director Kaitlin Thaney serves on the CS&S board in a special board seat for fiscally sponsored project affiliates). As we seek to build an enduring organization, we take as inspiration the role of directors in both holding the organization to account and helping drive the mission forward. As strong advocates for meaningful, effective, and accountable organizational governance as a necessary component for truly community-led work, we have worked with our inaugural Steering Committee, DJA, and our Governance & Nominating Committee to outline aspects that are crucial for our governance:

• Delineate clear roles and responsibilities: We collectively set up charters, documentation, etc., so that members of our governance bodies know what they are here to do, what the responsibilities of each body and staff are, and how we work together. We are particularly mindful of aspects like agreeing on a meeting cadence to ensure that voices are heard as equally as possible.
  
• Bring in diverse, additional perspectives: We involve people who would bring in specific expertise and domain knowledge, e.g., financial, operational, and those who would challenge our perspectives. We have defined lengths of service terms for governance members to ensure a flow of fresh ideas and perspectives. In addition, we develop means, e.g., Community Councils, to build a structured relationship with the community we serve and to gather and incorporate their feedback into our work.
  
• Provide effective oversight: We pay attention to the balance of individuals in our governing bodies and decision-making processes to ensure we avoid self-dealing. We have structures to stay informed of and mitigate bias and conflicts of interest. We keep governance bodies at a size that allows them to be agile and responsive. We build committees and advisories where specific areas of work require additional oversight, e.g. a Financial Oversight Group, a Governance & Nominating Committee.

Our work so far

IOI began as a coalition of organizations, consisting of stakeholders interested and invested in the future of open infrastructure. The Steering Committee emerged as the main consultative body for the project, a loosely joined network of individuals, organizations/projects, and institutions working alongside one another to help launch this initiative.

Our inaugural Steering Committee was critical to establishing IOI, honing our focus, and helping to grow our stable of financial and operational support for the project. Starting in mid-2020, we also began examining more closely with that initial Steering Committee aims for the future governance of IOI, beginning with the work with DJA, and culminating in the recommendations of the Governance & Nominating Committee in late 2021 to impose term limits, evolve our Steering Committee membership, and welcome eight new representatives.

Our aims in that work were the following:

• Assess and transition IOI governance from founding structure to one that helps IOI execute on its mission and strategy.
• Clarify expectations, structure, and create policies where needed to further evolve IOI’s governance.
• Outline a process and timeline for diversifying IOI governance and addressing expertise and representation gaps.

The Governance & Nominating Committee was established in 2021 to support IOI’s Executive Director, Kaitlin Thaney, in designing a process by which individuals were identified and recruited for positions on the Steering Committee. Formed from the founding Steering Committee, this group represented diverse perspectives and stakeholders. Together with Kaitlin, they set to work to identify candidates with a particular emphasis on those with the financial and operational expertise needed to better advance the mission and realize the vision of IOI. The committee was particularly interested in contacts outside of research and scholarly communications, in order to help bring new insights and relevant experience from adjacent, aligned sectors to IOI’s work, to challenge and enhance our perspective and help reframe issues in a larger context.

The Governance & Nominating Committee engaged in a number of conversations with key individuals in the research and scholarly communication space, as well as the adjacent fields, asking for guidance and recommendations. This process was invaluable for helping identify a mix of practitioners and organizational leaders from outside our usual communities and contacts to expand beyond those whose views are commonly represented in this work. This was intentional– to shift our relationship with governance to one where we could learn from others applying strategies to adjacent spaces, to help strengthen and unlock our work even further.

In parallel with this active engagement with individuals, the Governance & Nominating Committee also designed and issued a public call for nominations, to have a more organic representation of passionate individuals motivated to contribute to this work. Individuals were open to self-nominate or putting forth others in their community. In contrast with the active engagement with individuals, this open call enabled us to be more explicit and public about our intentions and desired outcomes in evolving our governance and broadening the perspectives represented on our Steering Committee.

With a list of candidates drawn both from the active conversations and the public call for nominations, Kaitlin had preliminary conversations with each individual candidate to understand their interest, background and availability. This was followed by calls between the candidate and two members of the Governance & Nominating Committee, further exploring alignment with IOI’s mission and identifying potential conflicts of interest.

Following that process, the Governance & Nominating Committee and IOI leadership reviewed those conversations and finalized recommendations for IOI’s Steering Committee, including three inaugural members, eight new members, and term limits. These changes went into effect in January 2022.

Where we are

The result of this process is our current Steering Committee: an 11-person group composed of individuals located in North America, Europe and Africa, with experience working in libraries, with funding bodies, with intergovernmental organizations, within National Research and Education Networks (NRENs), digital rights advocacy organizations, and other non-profit technology organizations. They represent a great deal of financial, operational and technical expertise gained over varied careers all around the globe. We will also continue to explore structures and scaffolds, like Community Councils (see below), to provide additional opportunities for engagement in our work.

As of January 2022, IOI has shifted to a tiered governance structure consisting of:

• A Steering Committee of 11 members, who will bring new ideas, strategies, and learnings to the work of IOI from adjacent communities and areas of infrastructure, and will work alongside IOI leadership to provide rapid decision-making support.
• A Governance & Nominating Committee of 3-5 members to support IOI in developing project governance and to review its effectiveness.
• A Community Oversight Council as our initial Community Council to represent and bring forward what is important to key communities IOI serves.
• In development: A Financial Oversight Group of 3-5 people, who support IOI leadership on ensuring compliance and administration of the organization as well as financial planning and public disclosure. (Note: We are currently in the process of establishing the Financial Oversight Group as part of our governance shift and onboarding new Steering Committee members.)

In our Orientation Packet, find out more about our governance bodies, including membership and roles and responsibilities.

On March 4th, 2022, we completed our first organization-wide Strategy Retreat, intentionally designed to onboard members of our governing bodies and engage them in our work. Together, we explored ideas about money, investment, non-profit effectiveness, ways of working, and courage. We will be sharing more about the retreat in a future blog post.

What we have learned

Building governance bodies and processes is often seen as a check-box exercise, one that an organization only goes through to meet legal requirements. We have been privileged to have the necessary time to step back and assess the structures and the accompanying structural inequities that are at play in the spaces and conversations that we hold, combining advice and support from trusted experts and allies with relevant research into non-profit governance. This work has enabled us to thoughtfully and intentionally evolve our governance structure towards one that would strengthen our work and keep us accountable to our key stakeholders.

We have learned to be explicit and intentional in recruiting individuals to join our governance bodies. Because of our aspirations for meaningful, effective and accountable governance, we are taking a different stance than most organizations in the space regarding how we want to engage with our governance. We invested time in being clear about the level of commitment that we are asking of our Steering Committee members, the work that we envision doing together with our governance, and the challenges we are facing. Being explicit in this way has paved the way for a strong, trusting relationship that is crucial for our growth as an organization.

Next steps

In the following months, we will be creating and iterating on governance documentation to ensure that we outline responsibilities and roles clearly to build towards effective and accountable governance. As part of that work, we are building out standard operating procedures for governance members to declare conflicts of interest and recuse themselves where there is conflict. We will be sharing these documents publicly and look forward to feedback as we continue learning about what good, accountable, effective, meaningful, and transformative governance looks like at IOI.