Relation Between DPF Board and GM
In the board meeting of September 8, 2012 the Board of Trustees has unanimously adopted the following Procedures for Board and General Manager, effective October 1st, 2012.
The Trustees and GM are expected to have a collegial and mutually supportive relationship. While the GM reports to the Trustees, it is also the case that the Trustees must be respectful and responsive to the needs of the GM. As the senior leaders of Distributed Proofreaders, Trustees and the GM have a responsibility for pursuing the Mission, fostering opportunities for advancement of new leaders, and creating a supportive environment for all volunteers.
Relationship to the Board of Trustees
The GM is appointed by, reports to and is subject to the direction of the Trustees. The GM is a non-voting, ex-officio member of the Board of Trustees.
The GM shall attend regular meetings of the Board and give a report of the preceding month's activities, which monthly report shall then be made public in the forums. The GM shall attend such other meetings as the Trustees may require.
The Trustees in their discretion may exclude the GM from certain communications as they deem appropriate. In appropriate cases, the Trustees in their discretion may direct the GM to communicate with DP volunteers, the general public, or others on DP-related matters. The Trustees shall clearly communicate to the GM their instructions and questions.
All powers not specifically granted to the GM are reserved to the Trustees. The Trustees shall provide to the GM the support necessary for the performance of his or her duties, including but not limited to setting clear goals, responding promptly and clearly to GM requests for guidance, and enabling the acquisition and maintenance of equipment, domain names, website hosting, and other necessary resources.
The Trustees shall appoint a General Manager (hereinafter GM) for a term of two years upon the affirmative vote of two-thirds (2/3) of those voting and a majority of the number of Trustees then in office. The GM shall be chosen from among the DP volunteers and shall not receive financial compensation except for reimbursement of out-of-pocket, DP-related expenses.
The Trustees shall review the GM's performance after 12 and 21 months and shall notify the GM in writing of the result of the review. In performing such review, the Trustees shall take into account feedback from the former President of the Board (if applicable), present and former DP administrators, and the DP community. After the review, the Trustees may decline to renew the GM's term or extend it for another two years. For details of the evaluation procedure see General Manager Evaluation Process.
The Trustees may dismiss the GM during the two-year term for cause only, upon the affirmative vote of two-thirds (2/3) of those voting and a majority of the number of Trustees then in office.
Prior to dismissing the GM, the President must give the GM notice of the Trustees' intent to dismiss him or her, and an opportunity for the GM to be heard in his or her own defense. If the situation is an emergency presenting a reasonable likelihood of imminent irreparable harm to DP operations, the Trustees may immediately suspend the GM's powers and accesses pending their final determination, and subsequently provide the notice and opportunity to be heard required by this section.
After considering the defense, if the Trustees still choose to dismiss the GM, the President must communicate that decision and the reasons for it to the GM in writing. The GM shall have the right to discuss the dismissal publicly.