Patricio,
Thanks. Could you explain to us the scope of "board confidentiality", and how and where it is defined for both current and former members?
Best, Andreas
On Thu, Dec 31, 2015 at 1:27 PM, Lodewijk lodewijk@effeietsanders.org wrote:
Dear Patricio,
Thank you for your response. However, I don't quite read an explanation in this email. You elaborate a little bit on process (nothing new or surprising there), and the only reason I can extract from your email is this:
"Ultimately, the majority of the Trustees came to the opinion that we were not able to reach a common understanding with James on fulfilling [Trustee conduct, responsibilities, and confidentiality]"
Are we to expect an actual explanation still with the actual reasons why this decision was taken? Because this goes little further than the staff members that 'leave for personal reasons'. When a significant and serious step like this is taken, to remove a community selected board member, I do expect a better explanation from the board towards the electorate than this.
I am looking forward to more - from you, from James or anyone else.
Best, Lodewijk
On Thu, Dec 31, 2015 at 2:02 PM, Patricio Lorente < patricio.lorente@gmail.com> wrote:
Thank you to everyone who responded to my email about the Board’s recent decision. We recognize this is the Board's first removal of a sitting Trustee, and that has led to questions and perhaps some confusion.
I wanted to provide you with some additional information in response to
the
discussions on this thread. As many of you know, we did not intend for
the
decision to become public the way it did. We planned to have a discussion and decision in the meeting, but could not be certain of the outcome
ahead
of the final vote. Since the meeting, we have taken our time to work together to make sure the information we share will be accurate, respectful, and informative to the greatest extent possible. At the same time, there is a limit to what the Board can share. We have fiduciary duties, which include Board confidentiality, and we must respect them in this decision as we would in others.
I want to be very clear that the Board decision was not about a
difference
of opinion on a matter of WMF direction or strategy between James and the other Trustees. Over the course of the past few months, the Trustees had multiple conversations around expectations for Trustee conduct, responsibilities, and confidentiality. Ultimately, the majority of the Trustees came to the opinion that we were not able to reach a common understanding with James on fulfilling those expectations. We have a duty as a Board to ensure we all abide by our roles and responsibilities as an essential condition for effective governance. I also want to reaffirm
that
this decision was made internally, by the Board, without any outside influence, and according to the process outlined in our Bylaws.
Under the Wikimedia Foundation’s Bylaws, and, in accordance with Florida law (where, as a 501(c)(3) charity, the Foundation is registered),
members
of the Board who are selected through community or affiliate elections
are
then appointed to the Board by the existing members. Since all members of the Board are appointed by the Board itself, the Board retains the
ability
to manage its composition as necessary to maintain the working
environment
required to be effective.
As someone who was appointed through a community process, I understand
how
important it is to have strong voices from the community on our Board. I want to be absolutely clear that this decision does not change our commitment to engaging with a diverse, talented, opinionated, and representative group of leaders to serve on our Board. It also does not change our commitment to encouraging and hearing different voices on direction and strategy.
We are working with the 2015 Elections Committee to fill this vacancy
with
a member of the Wikimedia community. This is a top priority. More information will be available once the Board has had a chance to confer with the 2015 Elections Committee.
From our viewpoint, our actions around the removal are concluded. We sincerely hope that James will continue to be an active, constructive
part
of the Wikimedia movement. I personally look forward to continuing collaboration with him.
Thank you,
Patricio-- _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@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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