On the assumption that at some point in the future we will want to be our own legal nonprofit entity, I would like to open discussion on whether we would prefer a Membership-Governed or a Board-Only (a.k.a Self-Electing, Board-Governed) model for the organization. As with any of these governance decisions there are pros and cons to each.
Membership-Governed
The bylaws define what it means to be a member. Anyone who meets the criteria for membership (usually includes paying dues) is given a right to participate in legal votes that can cover things like electing board members, changes to structural documents (bylaws, mission, mergers, dissolution, etc.), and approving significant financial decisions (e.g. purchasing property). A slate of incoming board members is nominated (usually by a Nominating Committee) and then presented to the membership for election.
Pros:
- Democratic involvement in decision-making
- Legitimacy in the eyes of constituents
Cons:
- Politics can create friction in elections and/or meetings
- Need to track membership records
- Voting requires more overhead administration
- Slower decision making process overall
Board-Only (Self-Elected)
The board of directors (or trustees) hold full authority over all decisions for the legal entity. The community can support the project, but they have no direct say over what happens to the organization. The board is self-perpetuating in that current board members nominated and elect their own successors.
Pros:
- Stability and continuity of leadership
- Fewer policies regarding elections and governance
Cons:
- Can become insular and “cliquish”
- Not directly accountable to the public/community
- Potential for less transparency
To quote Brave’s AI search summary: “Membership governance gives the membership a direct say in leadership and major decisions, while a self-elected (board-only) governance centralizes control in the board for stability and efficiency”.