Lodewijk, Anders, James, Dariusz, thanks for your input!
Re: timing. I absolutely agree. But internal discussions are not happening
at once as well, before writing this I have waited for people to chime in
with the arguments to have my own opinion shaped. I would really love to
find a good balance between transparency and efficiency and safe space for
discussions. But I haven't found it. I had a plan to publish this last
week, so there would be at least two weeks for discussing, but
unfortunately I had some work and health related issues that prevented me
from writing this sooner. Remember, there is no shared understanding on the
desired level of transparency, and how to achieve that transparency [1]
Re: onboarding. An interesting idea. I was also thinking of having some
kind of "a letter" from one outgoing Board member to the incoming Board
member, but it (probably) should be not personal, rather officer wise (the
chair of the Audit committee to the next chair of the Audit committee).
Re: extended terms. Aye, Lodewijk, I can see reasoning behind "6 months to
make entry points fit together better". Though I can also understand that
this is not the time to lose expertise.
Anders, I also agree. Three year time sounds better, as it is really
difficult to become a part of the team in a shorter period of time: we have
a few in-person meetings and it is not that we interact with each other too
much (well, at this point I would rather say even "enough" rather than too
much).
James, yes, the challenges were really big. The issue is to learn from the
crisis. And just to clarify, you said that "New perspective can be
critical" - are you referring to new people joining the Board?
Dariusz, Alice, for example, haven't served 6 years yet, if I am not
mistaken. It seems that this is her fourth/fifth year.
And I doubt her expertise is not needed anymore. Probably now more than
ever.
Yes, onboarding of 6 new members does not seem optimal, even four seem to
be a little too much.
But there is a possibility that some not brand new people would join the
Board.
And I hope we will improve the onboarding process (having people join as
members of the Advisory Board or just non-voting observers can be a good
practice to implement).
[1]
Best regards,
antanana / Nataliia Tymkiv
*NOTICE: You may have received this message outside of your normal working
hours/days, as I usually can work more as a volunteer during weekend. You
should not feel obligated to answer it during your days off. Thank you in
advance!*
On Sat, Nov 5, 2016 at 3:28 PM, James Heilman <jmh649(a)gmail.com> wrote:
The last group of community elected trustees were
presented with an
exceedingly difficult issue to solve months into their term. Moral among
staff was critically low and many key employees had left, were leaving, or
were thinking about leaving.
The board at that time disagreed about what to do about the situation in
question. We saw turn over of three board members at the end of 2015
including Jan Bart, Stu West, and myself. The community gained greater
clarity of the issues and played a critical roll in pushing for a new ED.
We are now in a much better position than before even though it took longer
to get there than I had hoped.
The issues became more solvable in part as we saw two long term board
members leave after more than six years on the board. I am supportive of 6
year maximum term limits. New perspective can be critical.
James
On Sat, Nov 5, 2016 at 6:07 AM, Nataliia Tymkiv <ntymkiv(a)wikimedia.org>
wrote:
Hi all,
I am forking a discussion on Wikimedia Foundation Board of trustees
vacant
appointed seat(s) and turnover at this point.
== The Board members start and end terms (Turnover) ==
I have drafted here three charts indicating the starting and ending of
the
terms of the Board members:
https://meta.wikimedia.org/wiki/Template:Wikimedia_
Foundation_Board_Governance_Committee/Board_terms
The first chart shows how it will go now, if nothing is changed.
As you can see we have a lot of onboarding / offboarding even without
anything extraordinary happening, and it means that the Board has
scarcely
any time to work as a team and concentrate on
things beyond looking for
new
people and onboarding them.
The picture is "darkened" by the fact that the onboarding process is not
formalized enough and I would rather concentrate on working on improving
the onboarding process, so we have it in place when new members join,
rather then rush to appoint new Trustees.
We had a discussion about it in the Board Governanace Committee (BGC),
and
it seems that having less on- and
off-boardings-points per year (f.ex.,
at
Wikimania) should be something to plan for. And
less people joining per
year.
The second and third charts illustrate this idea: every year three new
trustees join the Board, with the community-, affiliates- and appointed
seats joining in different years (well, one appointed seat join together
with the affiliates).
Of course the transition period will be a challenge. But it should
improve
the workflow.
== Continuity ==
The second and third charts also suggests that the terms are extended.
WMF
had a really turbulent last two years, this Board
(from my perspective)
needs some time to work together as a group, so (again, my perspective) I
would really love if the terms can be extended, so we can concentrate on
improving how we work and creating / formalizing the processes.
But in case this extension is too much to ask from the current trustees,
I'd rather leave the seats vacant.
== Onboarding and Pool of candidates ==
Just so it is clear to everyone, it is a real challenge if a new trustee
joins. It should not be so. We have started collecting things for a new
Board member to have a smoother onboarding process.
There is also an idea about having Advisory Board working: to not lose
the
knowledge we had with every trustee who leaves
the Board, but maybe we
can
also use this group as a pool of excellent
possible candidates to
"optimize
the hiring process" [1]. And joining the
Advisory Board can also be used
to
onboard people gently. Without too much time
commitment, working rather
on
separate tasks, but already being included in the
discussions to some
level.
== Discussion ==
I hope it is clear from things I said above, but in case it is not, the
discussion is not finalized yet and I plan to have it decided one way or
another at the Board meeting in a week. It should be decided, so the BGC
can move on with hiring new Board members or concentrate on the
improvement
of the hiring and onboarding processes; so the
Standing Elections
committee
can plan the timeline; so the Chair of the Board
can plan the dates for
the
Board meetings for the next year etc.
As I have mentioned before, please comment / suggest. I have listed the
problems I myself see from the inside. And my thoughts about that. You
can
raise questions and concerns from your points of
views. The more issues
discussed, the more informed our decision will be.
If you prefer posting on Meta, please comment / suggest on the relevant
talk pages:
- The Board members start and end terms
<https://meta.wikimedia.org/wiki/Template:Wikimedia_
Foundation_Board_Governance_Committee/Board_terms>
- Appointing someone to the vacant appointed seat
<https://meta.wikimedia.org/w/index.php?title=Wikimedia_
Foundation_Board_Governance_Committee/Appointing_someone_
to_the_vacant_appointed_seat&action=edit&redlink=1>
- Onboarding for new members
<https://meta.wikimedia.org/w/index.php?title=Wikimedia_
Foundation_Board_Governance_Committee/Onboarding_for_new_
members&action=edit&redlink=1>
And (just in case) please understand that all mentioned above is my
understanding of how things stand and my conclusions on how to move
forward
better, based on things I heard from the BGC
members and other people I
had
talks with. It does not represent the position
the BGC is going to
recommend, or the Board will approve. So I would welcome negative and
positive comments equally well.
[1]
https://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/
2016-03-16/Op-ed
Best regards,
antanana / Nataliia Tymkiv
*NOTICE: You may have received this message outside of your normal
working
hours/days, as I usually can work more as a
volunteer during weekend. You
should not feel obligated to answer it during your days off. Thank you in
advance!*
On Thu, Nov 3, 2016 at 1:38 AM, Pete Forsyth <peteforsyth(a)gmail.com>
wrote:
> In case my blanket "I disagree" left doubt, let me state very clearly
--
I'm
not seeking anybody's resignation here. (Just reread Dan's message
and
realized it's possible the beginning of my
response could be read that
way,
though I think I'm pretty clear further
down.)
-Pete
On Wed, Nov 2, 2016 at 4:32 PM, Pete Forsyth <peteforsyth(a)gmail.com>
wrote:
> Dan, I disagree. Three points:
>
> 1. Rogol explicitly said they *hesitate* to suggest that anybody
resign;
> nobody on this list has asked her to resign.
Best not to exaggerate.
>
> 2. It is true that there is a higher level of scrutiny of the board
than
> > there has been in the past. We should not forget that in the last
year,
> the
> > board or its members:
> > * Ousted a community-selected member, for reasons generally regarded
as
>
frivolous and insufficient;
> * Defamed that same person following his ouster
> * Appointed a new member with insufficient vetting, who subsequently
had
> > to resign under pressure
> > * Lost another community-selected member, who cited reasons he had
been
> > explicitly aware of during his
candidacy
> > * Appointed a member to a community-selected seat who had not, in
fact,
> > been selected by the community (I
don't think this was actually a bad
> move
> > given the circumstances, but it's worth noting nonetheless)
> > * Lost an executive director (amid scandal) it had hailed as a
perfect
"unicorn" just two years ago
It therefore stands to reason that people will be more critical than
usual
> of the board's activities. I would argue this is healthy. The board
has
a
> > great deal of work to do in regaining the trust it has lost as an
> > institution. (I'll note that I published some suggestions about
actions
the
> board could take; I have seen no indication that the board even read
this
> > op-ed, much less considered implementing its suggestions.
> >
https://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/
> > 2016-03-16/Op-ed )
> >
> > 3. On the specifics mentioned here: Without suggesting that Ms.
Battles
or
> anybody has done anything wrong, it is indeed prudent, as Rogol
suggests,
> to consider whether this might constitute a
COI that directly impedes
> important work on Wikimedia's behalf. I'm personally not as worried
about
> it as Rogol; I take it as a good sign that
she has proactively
announced
> it
> > here, and I trust it will be noted in a more visible location as
well.
I
am
not sure that her area of specialization
(finance) is something that
would
> really suffer from this particular COI. But as important as legal
vetting
> > may be, it remains important that somebody pay attention to the fit
of
>
board members with the general mission of the organization -- and I
> wouldn't expect WMF staff lawyers to fill that role. Ordinarily, I
think
it
> would be the board's role to pay attention to that -- but for the
reasons
> stated above, I think it's worthwhile if
others in the movement pay
> attention too.
>
> -Pete
> [[User:Peteforsyth]]
>
> On Wed, Nov 2, 2016 at 3:48 PM, Dan Garry <dgarry(a)wikimedia.org>
wrote:
> >
> >> The mere potential that a conflict of interest may arise in the
future
> is
> >> not necessarily a reason to resign from the board. This is why we
have
> >> legal counsel such as Stephen and
Michelle to determine whether such
> >> conflicts are serious enough to be inappropriate. We should all be
> >> satisfied with their opinions that this situation is fine in light
of
> >> their
> >> reputation, experience, and credentials; I know I am.
> >>
> >> Minor conflicts of interest sometimes arise. That is normal, and as
> Kelly
> >> said, such conflicts can be managed. For example, when it happens,
the
> >> relevant party can do things like
recusing themselves from that
> discussion
> >> and stepping out of the room until the discussion is complete. This
is
> >> standard procedure adopted by
boards of other organisations, and
also
in
> >> parts of our movement such as the Arbitration Committees or Funds
> >> Dissemination Committee.
> >>
> >> Additionally, I am disturbed by the recent trend of seemingly all
> threads
> >> involving members of the Board of Trustees inevitably having someone
> >> asking
> >> a trustee to resign. I hope this absurdity does not continue.
> >>
> >> Dan
> >>
> >> On 2 November 2016 at 22:34, Rogol Domedonfors <
domedonfors(a)gmail.com
>
> >> wrote:
> >>
> >> > Congratuations to Kelly Battles on her new job at Quora. I
believe
> I'm
> >> > correct in saying that this is a company whose business is to
make a
>>
profit
>> > by pursuing its "mission is to share and grow the world’s
knowledge".
> >> > Surely that means that in general the more and better the
Wikimedia
>>
> projects pursue their mission, the more they will undercut Quora's
>> > business? In particular, would not the Knowledge Engine, at least
as
>> > originally conceived, be very much
in direct competition with
Quora's
> >> > question-and-answer model? It seems to me that Kelly's duty to
her
> new
> >> > employer is likely to come very clearly into conflict with her
duty
to
>> the
>> > Foundation, and while it is posible that this can be managed, will
it
>> not
>> > seriously diminish her ability to work with the Board on the
strategic
>> > thinking they are just about to
start? I hestiate to suggest that
>> Kelly's
>> > best course of action is to step down from the Board but I do
believe
> it
> >> > needs serious consideration by herself and her fellow Trustees --
it
is
>> not
>> > clear whether it is better for the Board to have another vacancy,
or
a
> >> > Trustee who is unable to engage in the strategy-setting which is
so
> bady
> >> > needed. Indeed, with two vacancies already, and no clear
indication
of
> > when or how they will be filled, I
suggest that the Board is in a
rather
>> > awkward position now.
>> >
>> > "Rogol"
>> > _______________________________________________
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>>
>>
>>
>> --
>> Dan Garry
>> Lead Product Manager, Discovery
>> Wikimedia Foundation
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