On Oct 6, 2012 6:32 PM, "Chris Keating" <chriskeatingwiki(a)gmail.com> wrote: vote the same way in a public vote" comes from. I guess it means that Trustees can be bound to vote one way at a general meeting. This doesn't immediately raise a red flag as Trustees are few and members are many.

Hi So I would strongly argue the other way around. Voting transparency is important to ensure that the rest of the movement has insight into the votes of different board members (which could influence them to select you as a board member the next time around) If you are someone's "mate" then you probably have a COI is as well, and I would assume you would also recuse yourself... Jan-Bart de Vreede Board of Trustees Wikimedia Foundation On 7 okt. 2012, at 15:03, Roger Bamkin <victuallers(a)gmail.com> wrote:

Hey, So I felt that "mate" implies more than friendship, but you are right, friendship should never get in the way of simply putting the interests of the organization first. With regards to your second statement: agreed Jan-Bart On 7 okt. 2012, at 15:39, Thomas Dalton <thomas.dalton(a)gmail.com> wrote:

On 07/10/12 14:39, Thomas Dalton wrote: I disagree, YMMV, Gordo

On 07/10/12 19:39, Thomas Dalton wrote: Sure. Difficult decisions can be taken, and friends and those who are not friends may be involved. I would hate to think that any board member, past, present and future would cast a vote based on a friendship. Sometimes you just have to tell a friend that they are wrong. Gordo

On 07/10/12 19:55, Thomas Dalton wrote: I am suggesting that Trustees should be colleagues, and not friends. That allows for full, frank, and professional discussion. Gordo

People can make errors of judgement for all sorts of reasons. Overfamiliarity can be a cause, but it is hardly necessary. On Oct 7, 2012 8:24 PM, "Gordon Joly" <gordon.joly(a)pobox.com> wrote:

On 7 October 2012 22:34, Roger Bamkin <victuallers(a)gmail.com> wrote: That's the problem right there. A fear of disagreement. Far better to make a half-decent majority decision than fail to make any decision at all because there isn't a consensus.

On 07/10/12 22:34, Roger Bamkin wrote: Good think that I did not make. Gordo

Clearly there is a risk of conflicts of interest with trustees making decisions re grant applications from people who they know and especially if those people are their friends, foes, lovers or former lovers. But in a relatively small community it is difficult to set up processes that let trustees be trustees without having people decide on their friends' applications for grants and expenses. Difficult, but necessary and not impossible. I would suggest trying out some or all of the following tried and trusted techniques: 1. 7 is a small board, it should be perfectly possible to have a larger board with three "independents" perhaps recruited from non-editing donors. Those three could then constitute a small grants panel with delegated authority to decide which individuals get certain sums that the whole board has budgeted for and set the criteria for. 2. Delegate some of the individual decisions to officers. So the Board decides how much money to spend on sending people to Wikimania and what criteria the officers should look for, and the staff then decide who gets the grants. 3. Anonymise/pseudonymise the grant applications. In some circumstances it should be possible for the board to consider applications and proposals with the applicant's identity redacted. Of course there would still be times when a board member recuses because they recognise the application as one that a friend discussed with them at a meetup. It might sometimes also be appropriate for the officers to add that the particular applicant had a successful or unsuccessful previous record of delivering similar projects. 4. Have people recuse from decisions where they know that their lovers, close friends or indeed enemies are applicants. Friendship is a difficult thing to define and something of a sliding scale from an acquaintance whose application you could consider dispassionately to a close friend where you know you can't be neutral. I agree that Tango's test is a good one - if you know you are conflicted then you are. But you also need to consider the proverbial passenger on the Clapham Omnibus, and all trustees need to regularly ask themselves, "would a reasonable person think that I had a conflict of interest?". WSC

Have I? Gordo On 08/10/12 09:09, Andy Mabbett wrote:

On 08/10/12 10:35, David Gerard wrote: Did the board reject Roger's resignations in the past? Gordo

On 08/10/12 10:39, David Gerard wrote: Sorry David. I will not try again. Many thanks for the offer. Gordo

On 08/10/12 10:45, Thomas Dalton wrote: Well put. Gordo

I am obviously unaware of the reasons why the board in camera rejected my offers of resignation. However I have confidence that it was rational rather than emotional. On 8 October 2012 11:43, James Farrar <james.farrar(a)gmail.com> wrote: -- Roger Bamkin Victuallers Ltd 01332 702993 0758 2020815 Google+:Victuallers Skype:Victuallers1 Flickr:Victuallers2

For their reasons, of course. A claim of protection implies a wilful act. On Oct 8, 2012 12:15 PM, "Thomas Dalton" <thomas.dalton(a)gmail.com> wrote:

Could someone be so kind as to answer John's question? On Mon, Oct 8, 2012 at 12:25 PM, John Vandenberg <jayvdb(a)gmail.com> wrote:

On 9 October 2012 12:31, Richard Symonds <richard.symonds(a)wikimedia.org.uk> wrote: I think John is refering to the rejected offers, rather than the one that was finally accepted. My understanding is that those were in camera decisions, but perhaps now they can be released? The reasons for keeping it in camera probably don't apply now Roger has actually resigned.

The minutes of the meeting on 19 September, where Roger's resignation offer was accepted, have been online since last Saturday: http://uk.wikimedia.org/wiki/Minutes_19Sep12#Part_2 There are no minutes relating to any previous resignation offers I can find. Andreas On Tue, Oct 9, 2012 at 1:36 PM, Gordon Joly <gordon.joly(a)pobox.com> wrote:

Sure. But such a situation is complicated; because the implication is that in a private vote trustees may vote differently than in a public one, perhaps so as not to upset their friendship (or for whatever reason). This, I suggest, is not addressed by making such votes secret. But, under good governance, we should make them *more public*. Because a situation where trustees may vote one way or the other due to considerations of other trustees *rather than consideration of the charity* should be discouraged - and if trustees feel that way they should abstain. Equally; someone who considers a friends position to be incorrect, but wishes to hide that consideration to preserve the friendship is no true friend (and vice versa). And we should not go to lengths to accommodate them. One would feel that if they wished to vote against a proposal they would have raised their objection with the board and the trustee in question before it got to the point of a vote! If they haven't then they are no longer acceptable as a trustee. Then on top of that there is a further issue; if you are allowing secret voting in the situations where a trustee has a COI then you create an unfair situation. Their feelings are saved, but Joe Bloggs', a WMUK regular and friend of board members, suggestion might be discussed and voted on in public with the same issues. So if you introduce this rule it would have to be for all or none. Tom On 7 October 2012 15:03, Roger Bamkin <victuallers(a)gmail.com> wrote:

On 07/10/12 14:03, Roger Bamkin wrote: But don't you all go down the pub afterwards? Gordo