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
sincerely hope that James will continue to be an active, constructive
of the Wikimedia movement. I personally look forward to continuing
collaboration with him.