Proposal - Establish a formal board handover process

[Antonio Contrisciani]

Proposal for Establishing a Formal Knowledge Capture and Board Transition Process

As our organization transitions to a new Board of Directors and prepares for the next phase of its development, recent discussions have highlighted a critical issue regarding the transfer of institutional knowledge and operational continuity between outgoing and incoming board members.

A statement shared on Slack by David Lang underscores this concern:

"There has been almost no information transfer to the new board. We are scrambling to understand what questions we need to ask to find out (we can't ask about stuff we don't know exists). This means that we are going to be ignorant of so much stuff that it's not at all funny."
— David Lang

This situation is unacceptable. While our organization has traditionally maintained a flexible approach to operational documentation and bylaw creation, the absence of a structured handover process presents significant risks to stability, transparency, and accountability. It is essential that future transitions between boards are conducted in an organized and documented manner to preserve institutional knowledge and ensure seamless governance.

---

Proposal Overview

To address this issue, I propose the creation of a Board Transition and Knowledge Capture Committee. The purpose of this committee will be to evaluate current practices, identify deficiencies, and develop a formalized process for board member transitions to be incorporated into the organization's bylaws.

---

Committee Formation

• Composition:

  • At least one current board member, and

  • At least two non-board members from the general membership.

• Formation Timeline:
  The committee shall be formed by the next Hack Your Hackerspace upon approval of this proposal.

---

Committee Objectives

1. Assessment:
   Review existing documentation, procedures, and systems related to board operations, knowledge capture, and transitions.

2. Gap Analysis:
   Identify any deficiencies, missing processes, or informal practices that hinder effective knowledge transfer.

3. Reporting:
   Within 90 days of formation, the committee shall present a written report of findings to the full membership via the organization’s Google Group or other designated communication channels.

4. Membership Review and Discussion:
   Members shall have 90 days following publication of the report to discuss, comment, and provide input on the committee’s findings.

5. Final Proposal for Bylaw Amendment:
   After the review period, the committee will consolidate its findings and member feedback into a final proposal recommending specific amendments to the bylaws.
   These amendments will establish a formalized turnover and knowledge transition process for all board member departures, including:

   • Involuntary removal

   • Voluntary resignation prior to elections

   • Routine transition following board elections

---

Areas for Consideration

The formalized process should address, at a minimum, the following operational and governance areas:

• Transfer of credentials and access to all core systems (e.g., KeePass, email, website, communication platforms).

• Financial access and account ownership, including authorized signatories and online banking controls.

• Regulatory reporting to the Arizona Corporation Commission (ACC) or equivalent state authority regarding board changes.

• Outstanding business documentation: reports on unresolved matters and ongoing initiatives within 90 days of turnover.

• Review and transfer of infrastructure and operations documentation, including:

  • Organizational charter and bylaws

  • Lease agreements

  • Vendor and service contracts (e.g., ISPs, utilities, maintenance)

  • Any other agreements that may impact the decision-making of future boards.

---

Expected Outcomes

• Creation of a repeatable, transparent, and documented board transition process.

• Preservation of institutional knowledge across board terms.

• Improved operational continuity, accountability, and organizational stability.

• Strengthening of governance practices aligned with the organization’s mission and long-term sustainability.

---

I know that currently the board already faces these challenges and more and probably have a lot on their plates so I hesitated to include them on this committee, but I feel only by having their direct input immediately following the previous transition can we accurately capture the pain points this proposal aims to address.

[David Lang]

This is one of the things that the board defined as a 'must have' item for us to
put togeher before the next election :-)

any assistance on this would be gratefully accepted

I don't think this has to wait for the a formal HYH vote. If there is anyone
who wants to volunteer for this, we can create such a group immediately.

I expect that every current board member will work with such a group during it's
time, but Landon or I seem appropriate as the overall board representitive.

So what non-board members are willing to volunteer?

David Lang

On Sat, 8 Nov 2025, Antonio Contrisciani wrote:

> Date: Sat, 8 Nov 2025 03:27:23 -0700
> From: Antonio Contrisciani <mib....@gmail.com>
> Reply-To: heatsy...@googlegroups.com
> To: heatsy...@googlegroups.com
> Subject: [HSL] Proposal - Establish a formal board handover process
>
> *Proposal for Establishing a Formal Knowledge Capture and Board Transition
> Process* As our organization transitions to a new Board of Directors and

> prepares for the next phase of its development, recent discussions have
> highlighted a critical issue regarding the transfer of institutional
> knowledge and operational continuity between outgoing and incoming board
> members.
>
> A statement shared on Slack by David Lang underscores this concern:
>

> *"There has been almost no information transfer to the new board. We are

> scrambling to understand what questions we need to ask to find out (we
> can't ask about stuff we don't know exists). This means that we are going

> to be ignorant of so much stuff that it's not at all funny."*

> — David Lang
>
> This situation is unacceptable. While our organization has traditionally
> maintained a flexible approach to operational documentation and bylaw
> creation, the absence of a structured handover process presents significant
> risks to stability, transparency, and accountability. It is essential that
> future transitions between boards are conducted in an organized and
> documented manner to preserve institutional knowledge and ensure seamless
> governance.

> ------------------------------
> *Proposal Overview*
>
> To address this issue, I propose the creation of a *Board Transition and
> Knowledge Capture Committee*. The purpose of this committee will be to

> evaluate current practices, identify deficiencies, and develop a formalized
> process for board member transitions to be incorporated into the
> organization's bylaws.

> ------------------------------
> *Committee Formation*
>
> -
>
> *Composition:*
> -
>
> At least *one current board member*, and
> -
>
> At least *two non-board members* from the general membership.
> -
>
> *Formation Timeline:*
> The committee shall be formed *by the next Hack Your Hackerspace* upon
> approval of this proposal.
>
> ------------------------------
> *Committee Objectives*
>
> 1.
>
> *Assessment:*

> Review existing documentation, procedures, and systems related to board
> operations, knowledge capture, and transitions.

> 2.
>
> *Gap Analysis:*

> Identify any deficiencies, missing processes, or informal practices that
> hinder effective knowledge transfer.

> 3.
>
> *Reporting:*
> Within *90 days* of formation, the committee shall present a written

> report of findings to the full membership via the organization’s Google
> Group or other designated communication channels.

> 4.
>
> *Membership Review and Discussion:*
> Members shall have *90 days* following publication of the report to

> discuss, comment, and provide input on the committee’s findings.

> 5.
>
> *Final Proposal for Bylaw Amendment:*

> After the review period, the committee will consolidate its findings and

> member feedback into a *final proposal* recommending specific amendments
> to the bylaws.
> These amendments will establish a *formalized turnover and knowledge
> transition process* for all board member departures, including:
> -
>
> *Involuntary removal*
> -
>
> *Voluntary resignation prior to elections*
> -
>
> *Routine transition following board elections*
>
> ------------------------------
> *Areas for Consideration*

>
> The formalized process should address, at a minimum, the following
> operational and governance areas:
>

> -
>
> Transfer of credentials and access to all *core systems* (e.g., KeePass,
> email, website, communication platforms).
> -
>
> *Financial access and account ownership*, including authorized

> signatories and online banking controls.

> -
>
> *Regulatory reporting* to the *Arizona Corporation Commission (ACC)* or

> equivalent state authority regarding board changes.

> -
>
> *Outstanding business* documentation: reports on unresolved matters and

> ongoing initiatives within 90 days of turnover.

> -
>
> Review and transfer of *infrastructure and operations documentation*,
> including:
> -
>
> Organizational charter and bylaws
> -
>
> Lease agreements
> -

>
> Vendor and service contracts (e.g., ISPs, utilities, maintenance)

> -

>
> Any other agreements that may impact the decision-making of future
> boards.
>

> ------------------------------
> *Expected Outcomes*
>
> -
>
> Creation of a repeatable, transparent, and documented *board transition
> process*.
> -

>
> Preservation of institutional knowledge across board terms.

> -
>
> Improved *operational continuity*, *accountability*, and *organizational
> stability*.
> -

>
> Strengthening of governance practices aligned with the organization’s
> mission and long-term sustainability.
>

> ------------------------------

[Antonio Contrisciani]

I want to see this enshrined in the bylaws, which would require a proposal no? Like I don't think just having a guide on "what to do" is sufficient anymore. It should be considered a responsibility of the position.

[David Lang]

On Sat, 8 Nov 2025, Antonio Contrisciani wrote:

> I want to see this enshrined in the bylaws, which would require a proposal
> no? Like I don't think just having a guide on "what to do" is sufficient
> anymore. It should be considered a responsibility of the position.

I think we have a two step process to go through

1. define what the transition process should be
2. put the resulting process in the bylaws

we don't need a proposal (with it's 30+ day process before a vote) to do #1

until we finish #1 we don't know what #2 will look like.

so I think we should just get people together and start collecting information.

David N has spent time interviewing the current board and people working on our
IT infrastructure with the intent of documenting 'what is', we are currently
waiting for him to go over all his notes and turm them into a usable document.

But he is focused first on the need of the folks working to revamp the IT, with
other stuff following later.

for defining what the board transition process should be, I think we just need
to find volunteers willing to work on it and start talking.

David Lang

[Antonio Contrisciani]

I feel strongly enough about this that barring a more persuasive argument I will leave this proposal up. While we dont REQUIRE a proposal to begin information gathering, making it a proposal allows us to require that someone steps up to make it happen and provides strict timelines and guide rails for not only what information should be gathered but how, for how long, and for what purposes. Thats why I specified timelines and process for my proposal.

[Brett Neese]

Antonio, thanks for the incredibly thoughtful proposal. I like where this is going :). This has absolutely been a major pain point for us.

I have seen, in various documentation, the idea that November is customarily a transitional period between the old board and the new. I think that custom - the idea that former board members has a responsibility to help the board transition to the best of their abilities - is something that should absolutely be enshrined into the bylaws; customs are easily broken as we have seen. Luckily, though, we have time for that before next year’s election.

That being said, I personally feel the specifics of what that means operationally should be left out of the bylaws. This gives us flexibility to adapt in the future. As David mentioned, we can pilot what’s being suggested here right now starting today. Then we can take the learnings from that and enshrine them into formal documentation and practices (a HeatSync User Manual, so to speak.) 

This would mean they are legally unenforceable but at least it’s clear that there is an assumed responsibility to assist (which would be in the bylaws) by following the guidelines (which would not) and that anyone refusing is abdicated their responsibility would therefore be frowned upon for not engaging productively.

I would also like to see us build a culture of transparency (we don’t need to scramble for information that is already documented in the public) and accountability. This is unfortunately not something that be codified or enforced but it can be fostered and encouraged. Most of the information the new board has needed is not anything that shouldn’t be public anyway.

Finally, I will also mention that a lot of this would be streamlined better systems for documentation. Our wiki from 2012 is not particularly useful. This is something I am actively working on, in between my many other duties for the lab which often take first priority, unfortunately.

Brett 

[Nate Caine]

The board doesn't need permission, or a proposal directive, to do this.

While it's still fresh in their minds, perhaps the current board members should be making  lists of transition issues that would have eased their burdens.
Next year, in the weeks BEFORE the election, they may want to consult the list and see if they still feel the same or need to amend it.
And a month AFTER next years election, they can self-grade and see how well they stuck to their commitments to the incoming board.

One problem they may want to consider, is that our Board takes office immediately after the election.
Technically there is no overlap, and the very people that you'd expect to supply training could also easily be cut off on election night.

[Brett Neese]

Oh don’t worry, we have a list. Our primary focus is documentation. We’ve been watching, observing, making notes, trying to be out there and get a feel for things. I support enshrining some kind of responsibility into the bylaws. You can’t force volunteers but you can outline expectations and duties.

I’d also argue that a lot of this could be solved by more transparency. We’re going to document as much as we can and open as much up as possible (hopefully this is becoming apparent through our actions rather than just our words, although most of our actions are words in the form of reporting and documentation 😆).

We also want to automate and streamline as much of our processes as possible.

Brett

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