Wikimedia-l June 2016

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146 participants
76 discussions

Clarifications on 2014 Form 990
by Patricio Lorente 08 Jun '16

08 Jun '16

Hi all, We’ve heard your questions and want to address them broadly, as well as provide more information about the breakdown of Sue’s compensation during this time. We understand the confusion related to this recent 990, given the period it covers, and the aggregate amounts it reports. Below you’ll find additional information about the nature of our contract with Sue, the timeframe, and her work and compensation. I expect this will help resolve this conversation. As Chair, I am completely comfortable with all terms. Sue was a great ED and brought real value in exchange for her compensation. == Background In re-reading Jan-Bart’s original email [1] where he stated that Sue was staying on as an advisor, it isn’t explicit that this was a paid position. We should have been more clear on this point. It is understandable that people wonder why Sue was not listed on the page of staff and contractors. However, everyone listed on the staff and contractors page report up to the ED. Sue did not report to the ED; she was accountable to the board chair. That's why she was not on that page. On the issue of compensation: We handled Sue's compensation the same way we do with other individuals: it is disclosed in the 990 as appropriate, and not elsewhere. That's our normal practice. This is true for a variety of reasons, including the fact that the results are certified through our external auditors. Other reasons include that it is a transparent mechanism, consistent with other large charitable organizations, and a matter of permanent, public record. The Foundation also wouldn’t normally announce the salary or contract compensation at the time of bringing someone on; that includes special advisors. We also don’t usually share the specific details of people’s compensation beyond what is published in the 990. However, the 990 can be confusing, especially when compensation levels change mid-year, and so in this case we (including Sue) are happy to clarify the specifics. Timeframe One point of confusion is for the period this compensation covers. This is reasonable, this confused even some of us involved in preparing this response. Although the majority of activities reported on the Form 990 cover the Foundation’s fiscal year (specifically, the six months between July 1, 2014 - June 30, 2015), the IRS requires that details about compensation for certain highly-paid individuals are for the full calendar year in which the fiscal year begins or ends. So all the executive compensation reported is for twelve months, from January - December 2014, even though some of it it falls outside the fiscal year reporting (July 1, 2014 - June 30, 2015). Since Sue was on payroll during the 2014 calendar year, this means that the 990 contains her total compensation for the whole year, includes Executive Director salary, bonus, and special advisor work, at differing levels throughout that period. Total compensation The total compensation ($301,341) reported in the 2014 990 form is broken into three areas: (1) Compensation for her role as Executive Director during the 2014 calendar year (January 1 - May 31 2014): $107,174 This number is Sue’s regular compensation as full-time Executive Director, before the appointment of the new ED. This is for the 2014 calendar year period of January 1 - May 31, 2014. It does not include compensation for any of her efforts following May 31, 2014. (2) Retention bonus to compensate Sue for lost opportunities during the transition period: $165,000. Sue informed us of her intent to step down in March of 2013, but agreed to stay on until a new ED was identified. In August 2013, the Board of Trustees approved a one-time retention bonus to compensate Sue for lost opportunities and for her willingness to remain with the Foundation during an important transitional period. Sue continued to serve as Executive Director for more than a year after announcing her resignation, even though she could have sought opportunities elsewhere. In addition to her other ED responsibilities during this time, she led the creation of a transition plan for the new Executive Director and supported the search process. The Board discussed this agreement with Sue over a few months before reaching the agreement in August. This is a standard practice used to compensate individuals for lost opportunities and ensure organizational stability during transitional periods. The Board and Sue agreed she would receive this retention bonus after the new ED had started. (3) Compensation as Special Advisor between June 1, 2014 - December 31, 2014: $29,167. Sue agreed to serve as Special Advisor to the Foundation for a term of one year after the new ED started, from June 1, 2014 - May 31, 2015. The Board felt that it was important to have Sue’s knowledge and experience at hand to support the Foundation as it went through an executive transition. In general, it is good practice to make sure that there is the ability to draw on the expertise of an experienced former executive: in this case, someone who grew the organization from a few people to more than 200. Sue’s total compensation for her role as Special Advisor was $50,000 per annum, $29,167 of which was reported during the 990 period. This is a small proportion of the total amount reported, as compared to compensation as ED and the retention bonus. In June of 2015, the Board of Trustees extended Sue's term as Special Advisor for another year, amounting to an additional $50,000. Her term ended May 31, 2016. The compensation for this period is unlikely to be reported in the next 990, as it is much lower than the threshold for reporting. However, Sue has agreed to disclose this total, given the interest in her role as Special Advisor. We realize this is complex, so to summarize: From January 1 2014 to May 31 2014 Sue was the ED and received her normal salary. When Sue left her position as ED we gave her a one-time bonus of $165,000, to compensate her for staying on during a long transition period. From June 1 2014 until December 31 2014 she received $29,167 intended to compensate her for advising the Board after the new ED started. These are the numbers reported in the 990. Since then, she received a total of $70,833 for work as a special advisor over a period of 17 months (January 1 2015 - May 31 2016). Other questions As Special Advisor, Sue reported to the Chair of the Board: first Jan-Bart, then myself. We did not ask Sue to produce a final report on her work as Special Advisor. Her contract did not require it, and we didn’t see any reason for her to create one. Sue was in regular contact with the ED, Chair, and Trustees throughout this period, and we are satisfied that the terms of the contract were met appropriately. Questions have also been raised about the number of hours spent by Sue during this period. The 990 reports that Sue worked 40 hours per week, which reflects her work while she was Executive Director. Forty hours per week is the standard, full-time employment threshold in the United States; most employers do not track the hours of salaried employees beyond these 40 hours. Sue often worked many more than 40 hours per week during her time as Executive Director. Once Sue transitioned into a consulting role, her hours varied. She consulted on an as-needed basis, sometimes as little as a few hours a month, sometimes many more. == Sue’s special advisor status with the Foundation ended on May 31, 2016, and she is no longer on contract with the Foundation or receiving any compensation from it. However, many of the Trustees and Foundation staff continue to maintain close personal relationships with Sue. She played a critical role in developing the Foundation and the movement, and will always be welcome among us. We thank her again for her time and efforts on behalf of our mission, and we are grateful for her continued support and advocacy on our behalf. We would also like to thank Sue for her willingness to being completely transparent about her compensation here. Many people find this information sensitive. We appreciate that she has said she doesn't mind. I hope this answers more of your questions, and addresses any confusion. Patricio [1] https://lists.wikimedia.org/pipermail/wikimedia-l/2014-May/071458.html --

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Fwd: Sue too! (was Re: please keep Katherine)
by James Salsman 08 Jun '16

08 Jun '16

Since Sue is available, let's get her back as co-executive director, managing Brion Vibber as CTO. All three of them have been great in the past, it will save huge amounts of money on searches, and going back to proven roots will look great to donors. If they need additional support they should hire people to advise them. Trying to replace oneself with someone better is a highly modest self-defeating behavior among top performing non-sociopaths. It needs to be recognized as modest. Did anyone have trouble filling out the Executive Director survey? I tried but haven't been able to figure out some of the questions yet. I need to scale the likert matrix in order to correctly represent my views, but there is no way to do that without making some of the answers on the individual items wrong. There has to be a better way to ask those same questions. I want a question like, "is not likely to hire someone involved in anticompetitive labor market abuse crimes." Best regards. Jim ---------- Forwarded message ---------- From: *James Salsman* <jsalsman(a)gmail.com> Date: Wednesday, June 8, 2016 Subject: Sue too! (was Re: please keep Katherine) To: "edsearch(a)wikimedia.org" <edsearch(a)wikimedia.org> Can we please also have Sue back as a co-executive director? I understand she is still available. On Wednesday, June 1, 2016, James Salsman <jsalsman(a)gmail.com <javascript:_e(%7B%7D,'cvml','jsalsman(a)gmail.com');>> wrote: > If Katherine Maher wants the job, please cut short the expensive third > party search and keep her. She's been great as far as I can tell. > > No external candidate can possibly match her proven experience with > Foundation leadership, by definition, unless Sue wants back in, and > she's making more money in her consultant role(?) > > Best regards, > Jim Salsman >

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Re: [Wikimedia-l] [Wikimedia Announcements] Wikimedia Foundation Form 990 for FY 2014-2015 now on-wiki
by Lodewijk 07 Jun '16

07 Jun '16

Hi Greg, Thanks for the eventual answer - I can understand that salaries/HR are a complicated issue to comment on. I'm sorry I have to press on a bit more to get an answer to my questions though. I did note the answers Patricio gave to the Signpost <https://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/2016-05-28/Speci…>. I did miss your answer on my question whether this was a full time, or near a fulltime position (for the period concerning this salary) - quite an important figure to estimate the meaning of 'a role of this nature in organizations of similar size to the Wikimedia Foundation'. The information available does suggest however that this was quite a steep salary increase with a decrease in responsibilities. I'm not sure that is a fair representation of the situation (I hope not), but that is what it looks like to me, based on the available information. Based on the compensation size, Sue played continued to play a very significant role in the WMF. I'm glad that she remained available for that, as the board apparently felt a need for it. However, despite that important role and significant compensation, she was not mentioned on the list of 'staff and contractors' since she was replaced by Lila in June 2014 <https://wikimediafoundation.org/w/index.php?title=Template%3AStaff_and_cont…> . This remains contradictory, and that is why I'm trying to get some clarity on the role Sue played in the past two years. The tasks described by Patricio in his response to the Signpost sound to me (but I might be naive in this) to be mostly relevant to the initial transition period, and not to span 2 years. Is Patricio underselling Sue's involvement and was there a reason not to mention her as contractor? Am I somehow misunderstanding the compensation issue (i.e. was there a compensation for earlier years, or was it lowered)? Maybe I'm missing something here - if so, please point it out! Thanks in advance. Best, Lodewijk 2016-06-05 0:18 GMT+02:00 Greg Varnum <gvarnum(a)wikimedia.org>: > Greetings, > > Apologies for our delay in this response. In addition to the holiday > weekend, questions related to HR issues require extra care and verification > on our part. But again, I do want to apologize for that process taking all > week. > > Regarding Lodewijk's questions about Sue's special advisor role, including > the timeline and how compensation was set, Sue served as a special advisor > until May 31, 2016. Her pay included compensation for her extended role > during the ED transition, and to match market rates for a role of this > nature in organizations of similar size to the Wikimedia Foundation. Our > Board Chair, Patricio Lorente, gave a response to the Signpost that > provides more information[1]. > > John asked about filing and other fees paid by Jones Day, and if the fees > were separate from consulting costs. Unfortunately, we don’t have an easy, > quick way to divide the Jones Day expenses into registration fees and legal > fees, but we can provide more information about where the costs came from. > Each trademark application costs about $1,000–5,000 (sometimes more), > including filing fees and attorney’s fees. The cost for each application > depends on the country’s application fees, the country’s administrative > hurdles, the breadth of protection we are seeking, whether we can reuse > materials prepared for previous applications, and whether we encounter > resistance from trademark offices or other trademark holders. > > Finally, regarding John's question about non-program service investment in > Europe (page 35), this represents our foreign currency bank accounts with > JP Morgan in the UK. The purpose of this holding is to retain donations > received in EUR, GBP, CAD and AUD in their original currency to minimize > currency exchange risks. > > I hope that clarifies the remaining questions, and again, thank you for > your questions and feedback both on this list and elsewhere. > > -Gregory Varnum > Wikimedia Foundation > > 1. > https://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/2016-05-28/Speci… > > > > On May 31, 2016, at 12:01 PM, Greg Varnum <gvarnum(a)wikimedia.org> wrote: > > > > Greetings, > > > > I just wanted to verify that we will be sending out answers to these > additional questions. This past weekend was a holiday in the United States, > and so we have not yet finished gathering the information to give accurate > response. > > > > Thank you for your patience, and please let me know if you have any > additional questions. > > Gregory Varnum > > Wikimedia Foundation > > > > > >> On May 31, 2016, at 4:16 AM, Lodewijk <lodewijk(a)effeietsanders.org> > wrote: > >> > >> Hi, > >> > >> Unfortunately I haven't seen an answer to my questions. Could you please > >> acknowledge the receipt of the question if you're investigating? Or > could > >> you just say it is a ridiculous question and that you refuse to answer, > if > >> you think so? From the more elaborate answer on the Signpost questions, > I > >> understand that the role continues to this day - which makes it probably > >> more relevant. > >> > >> Please don't retreat in silence again. > >> > >> Lodewijk > >> > >> 2016-05-25 14:39 GMT+02:00 Lodewijk <lodewijk(a)effeietsanders.org>: > >> > >>> Thanks Greg for the responses. > >>> > >>> As for the ED team, that answers part of my question. That Sue was > >>> appointed as special advisor, was indeed public knowledge - but for > what > >>> duration was that? And was that a full time position (or anything near > full > >>> time), given that her compensation was as high as that of the ED > herself? > >>> People suggested that this included compensation for earlier years - > was > >>> that the case? That would explain again a bit more. > >>> > >>> Also part of the question was why the raise was so steep - was this > simply > >>> matching the reality of the current job market, or was there something > else > >>> behind it (i.e. a bonus mechanism etc). > >>> > >>> It would be great if you could clarify! Thanks! > >>> > >>> Lodewijk > >>> > >>> 2016-05-25 12:45 GMT+02:00 John Mark Vandenberg <jayvdb(a)gmail.com>: > >>> > >>>> On Wed, May 25, 2016 at 6:31 AM, Gregory Varnum < > gvarnum(a)wikimedia.org> > >>>> wrote: > >>>>> Greetings, > >>>>> > >>>>> Thank you to everyone for your questions and thoughts regarding the > >>>> Wikimedia Foundation's Form 990. > >>>>> > >>>>> Regarding Lodewijk's first question about the legal services > (totalling > >>>> US$1.7M) which were conducted by Jones Day (page 61 - Part VII): As > our > >>>> global reach has grown over time, we felt it was important to > strengthen > >>>> the trademark portfolio and solidify the protection of Wikimedia’s > marks > >>>> globally. In December 2013, we began working with Jones Day on our > global > >>>> trademark filings, registrations, and oppositions. During the > 2014-2015 > >>>> fiscal year we filed 1,500+ new trademark applications for 35 > different > >>>> trademarks in 100+ countries. A significant portion of the legal > services > >>>> expenses in 2014-2015 went toward the mandatory government trademark > >>>> application filing fees. > >>>>> > >>>>> These new trademark applications contained expanded coverage and > >>>> revised descriptions to ensure better protection of Wikimedia's marks > and > >>>> projects, including countries where readership was growing through > targeted > >>>> programs or distribution (such as Wikipedia Zero and mobile > readership). > >>>> Going forward, we anticipate (and are beginning to realize) a > decrease in > >>>> trademark expenses year over year, now that we have this initial > foundation > >>>> is in place. This investment immediately benefits Wikimedia and its > >>>> communities by ensuring that our trademark portfolio reflects the > maturity > >>>> and breadth of the Wikimedia movement, and protects us against certain > >>>> forms of infringement or misuse. > >>>> > >>>> Hi Gregory, > >>>> Just to confirm, the stated US$1.7M stated on page p.61 includes > >>>> filing and other fees paid by Jones Day to relevant government bodies > >>>> around the world? > >>>> If so, any chance you can separate it into such fees paid *through* > >>>> Jones Day, vs the consultation fees of Jones Day. > >>>> You say it was a 'significant portion', but that is very vague > >>>> terminology, meaning very different things to different people; it > >>>> would be nice to have a ball park figure. > >>>> > >>>> Also there was a USD ~5.2 M investment in Europe listed on p. 35 as > >>>> not being program services. I didn't see any reference to it in the > >>>> FAQ; apologies if I missed it (It would be lovely if the source > >>>> document was posted on meta for easier navigation, etc.). Could we > >>>> have a little more info about this line item? > >>>> > >>>> -- > >>>> John Vandenberg > >>>> > >>>> _______________________________________________ > >>>> Wikimedia-l mailing list, guidelines at: > >>>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines > >>>> New messages to: Wikimedia-l(a)lists.wikimedia.org > >>>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l > , > >>>> <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe> > >>>> > >>> > >>> > >> _______________________________________________ > >> Wikimedia-l mailing list, guidelines at: > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines > >> New messages to: Wikimedia-l(a)lists.wikimedia.org > >> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, > <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe> > > > > > > > > --- > > Gregory Varnum > > Communications Strategist (Contractor) > > Wikimedia Foundation > > gvarnum(a)wikimedia.org > > > > > > _______________________________________________ > > Wikimedia-l mailing list, guidelines at: > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines > > New messages to: Wikimedia-l(a)lists.wikimedia.org > > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, > <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe> > > > _______________________________________________ > Wikimedia-l mailing list, guidelines at: > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines > New messages to: Wikimedia-l(a)lists.wikimedia.org > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, > <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe> >

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Wikimedia Foundation Form 990 for FY 2014-2015 now on-wiki
by James Heilman 06 Jun '16

06 Jun '16

Looking at things further, appears we always file around 6 months late. Apr 30, 2015 https://upload.wikimedia.org/wikipedia/foundation/7/76/Form_990_-_FY_13-14_… Apr 30 2014 https://upload.wikimedia.org/wikipedia/foundation/5/5c/Form_990_-_FY_12-13_… So I imagine each year we apply for the extension. -- James Heilman MD, CCFP-EM, Wikipedian The Wikipedia Open Textbook of Medicine www.opentextbookofmedicine.com

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Wikimedia Foundation Form 990 for FY 2014-2015 now on-wiki
by James Heilman 06 Jun '16

06 Jun '16

Upon reviewing this 990 form: It says May 9th 2016 on the bottom which I assume is the date of filing. https://upload.wikimedia.org/wikipedia/foundation/2/27/Form_990_FY_2014-201… Publication was the 18th of May https://wikimediafoundation.org/w/index.php?title=Financial_reports&type=re… This form was for the period ending June 30, 2015. Now the IRS states on page 5 of this document that these forms are to be filled by the 15th day of the 5th months after that date which would be Nov 15th, 2015. https://www.irs.gov/pub/irs-pdf/i990.pdf Why was this form published 6 months late? Did we pay the $18,000 late fee or were multiple 3 month extensions applied for? Do we expect next year's 990 to be published by the deadline? Best -- James Heilman MD, CCFP-EM, Wikipedian The Wikipedia Open Textbook of Medicine www.opentextbookofmedicine.com

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Re: [Wikimedia-l] [Wikimedia Announcements] The Signpost – Volume 12, Issue 19 – 5 June 2016
by JP Béland 06 Jun '16

06 Jun '16

It looks to me the PDF link is not working. JP aka Amqui Le dim. 5 juin 2016 14:14, Wikipedia Signpost <wikipediasignpost(a)gmail.com> a écrit : > News and notes: WMF cuts budget for 2016-17 as scope tightens > > http://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/2016-06-05/News_a… > > In the media: Jimmy Wales on net neutrality—"It's complicated"—and his > $100m fundraising challenge > > http://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/2016-06-05/In_the… > > Featured content: Overwhelmed ... by pictures > > http://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/2016-06-05/Featur… > > Traffic report: Pop goes the culture, again. > > http://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/2016-06-05/Traffi… > > Arbitration report: ArbCom case "Gamaliel and others" concludes > > http://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/2016-06-05/Arbitr… > > WikiProject report: WikiProject Video Games > > http://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/2016-06-05/WikiPr… > > > Single page view > http://en.wikipedia.org/wiki/Wikipedia:Signpost/Single > > PDF version > http://en.wikipedia.org/wiki/Book:Wikipedia_Signpost/2016-06-05 > > > https://twitter.com/wikisignpost > _______________________________________________ > Please note: all replies sent to this mailing list will be immediately > directed to Wikimedia-l, the public mailing list of the Wikimedia > community. For more information about Wikimedia-l: > https://lists.wikimedia.org/mailman/listinfo/wikimedia-l > _______________________________________________ > WikimediaAnnounce-l mailing list > WikimediaAnnounce-l(a)lists.wikimedia.org > https://lists.wikimedia.org/mailman/listinfo/wikimediaannounce-l >

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Wikimedia Polska Conference and Board update
by Wojciech Pędzich 05 Jun '16

05 Jun '16

On June 3-5, the Polish Wikimedia chapter held its annual Wikimedia Polska Conference, including the General Assembly of Members (June 4). As it was the end of the current term for the Board, seven Board members were elected for the next term, 2016-2018: * Tomasz Ganicz / Polimerek, President * Michał Buczyński, Aegis Maelstrom, Vice-President * Marek Stelmasik / Masti, Treasurer * Wojciech Pędzich / Wpedzich, Secretary * Małgorzata Wilk / Maire * Tomasz Skibiński / Elfhelm * Jarosław Błaszczak / Powerek38 The new Revision Commitee was also elected, as well as the Internal Court. The relevant Metapage and chapter page have been updated, but if you'd care to update some language versions, you're invited. https://pl.wikimedia.org/wiki/W%C5%82adze/en Kind regards, Wojciech Pędzich / User:Wpedzich

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Transparency: special WMF employee rights for Wikimedia projects
by Fæ 04 Jun '16

04 Jun '16

For anyone unaware, in 2014 I created a bot task to maintain a page on Meta[1] showing the special Wikimedia Projects rights being allocated to WMF employees and contractors, without following normal community processes. The bot mirrors data from a Google Spreadsheet maintained by the WMF. Back in 2014, this was praised as a positive move forward by the WMF in applying our joint commitment to transparency. Unfortunately the spreadsheet appeared to drop off the radar last year and fell into disuse, only being updated after public complaint. The spreadsheet has not been updated since November 2015 (over six months ago), includes staff who have now left and presumably excludes several recent changes to employee rights. Could the WMF please make a positive policy decision to ensure the open publication of special project rights for its employees becomes a required part of the procedure, and business as normal? Failing this, if rights are to continue to be allocated behind closed doors, with some rights being allocated for just a few days at a time so never appearing on this spreadsheet, can the rationale for managing project rights this way please be explained to the wider community so that we might be allowed the opportunity to ask basic questions? Links 1. https://meta.wikimedia.org/wiki/WMF_Advanced_Permissions Thanks, Fae -- faewik(a)gmail.com https://commons.wikimedia.org/wiki/User:Fae ---------- Forwarded message ---------- From: Fæ <faewik(a)gmail.com> Date: 25 September 2015 at 08:52 Subject: Re: [Wikimedia-l] WMF Advanced Permissions To: Wikimedia Mailing List <wikimedia-l(a)lists.wikimedia.org> On 25 September 2015 at 05:46, James Alexander <jalexander(a)wikimedia.org> wrote: > Hey Fae, > > As you know that I'm responsible for the spreadsheet that your bot is copying to make that spreadsheet (since you're one of the ones who asked me to make the process more transparent) I would have really appreciated a more private email before this public one. That said, yes there have both been some changes on the private versions of the sheet that caused the public version to break as well as very few actual rights changes which means I haven't been looking at it often. Because of a back log of issues within my Trust and Safety work I haven't been able to fully find the time to fix and update everything but I actually have time set aside on my calendar on Monday to do that :). > > Sent from my iPhone > > > James Alexander > Legal and Community Advocacy > Wikimedia Foundation > +1 415-839-6885 x6716 Thanks for your commitment to get this up to date. Had my question been about the performance of a named employee, I would have sent a private email out of courtesy. This was a simple non-critical question about WMF transparency, following on from an original open discussion a long time ago on this list. This makes this list the best open place to raise the question. I feel that it is ethical to all encourage volunteers to feel free to ask questions about WMF transparency in the open. It would be a positive and ethical approach to take. Making it appear that a volunteer has done something wrong when they try to do so is not a healthy direction to go in. Thanks, Fae

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"Developing leadership: Learning Days at the 2016 Wikimedia Conference"
by Pine W 04 Jun '16

04 Jun '16

Blog post by blog post by Jaime, Maria and Subhashish: https://blog.wikimedia.org/2016/06/03/developing-leadership-learning-days/ Pine

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Thoughts on WMF Governance reviews
by Chris Keating 04 Jun '16

04 Jun '16

Just wanted to post some thoughts on the subject of the WMF having an external governance review/audit. As you may know the FDC recommended that the WMF should do this and I imagine the WMF board is thinking about the matter at the moment. I was Chair of Wikimedia UK when we undertook our governance review in autumn 2012 so hope my perspective is useful. On balance I think an appropriately-defined governance audit, conducted by the right people, would be helpful for WMF and the community but here are some pros and cons. *Reasons against * 1. Cost. At a minimum, an audit would cost $20,000 - if done very efficiently in a light-touch way. An extensive review could cost several times that much. Anyone who you'd want to do the work would have a day rate of $1000+ for top-level consultants and $500+ for other people involved. 2. Governance reviewers won't solve any of the "Wikimedia-specific" problems. Hopefully whoever would be appointed would have experience of working with boards of volunteer-based movements not just 'conventional' non-profits. However, Wikimedia levels of transparency will still be unusual for them and governance consultants are very unlikely to recommend or support (say) live-streaming board meetings to increase transparency, or making community-elected trustees unsackable without a referendum of some kind. 3. Progress already made. The WMF Board has already introduced a number of key policies, e.g. a code of conduct. If those have already addressed some of the key issues then an external review will have less to say. 4. Risk of getting unfocused answers. There is a risk with this kind of review of getting lots of detailed comments on various policies and documents that don't actually have an impact. However, this can be avoided with a well-defined brief. *Reasons to do it* 1. Feedback on Board behaviour. A reviewer will probably interview Board members and senior staff, and attend a meeting, as well as reviewing documents and policies. As a result they will be able to observe the actual behaviour of the board. That is unique (and hopefully helpful) feedback. 2. Reassurance. From November to January, a lot of people (including many WMF staff and community members) were confused and concerned (to put it mildly) about what was happening at WMF board level. (Probably there were also people *on the WMF board* sharing the same concerns). Many of those people are still concerned to varying degrees. An external review that says "actually, most of this is working fine now but you can improve X, Y and Z" is valuable reassurance for the whole community. If, on the other hand, the review says "actually there are some serious issues that still need to be sorted out" then much better that the Board realises that and acts on it in the next couple of months than waiting another year or two and running into the same problems again. 3. The amount of change that's happened lately. The WMF has grown immensely in the last 10 years and has had very high turnover on the Board in the last 2. Some of the ways of working that have grown up in those 10 years may not be right, and some of those that were right might no longer be in the Board's institutional knowledge. If I were in the shoes of one of the newer WMF trustees I would think that an external governance review was a very helpful step in making sure that the Board was working as effectively as possible. Regards, Chris Keating

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