Pleased to see an open meeting to discuss this being arranged by Maggie.
Sorry to see that both WMF Legal and the WMF board fail to provide
practical governance advice on the consultancy and fail to address how
this is inappropriate according to the board's published policies.
It is a shame that María's full name is in this thread title, it is
the WMF system that has failed, not the individual. The WMF board has
collectively failed their colleague and it is inexcusable that the WMF
board cannot be bothered to use their established and professionally
supported governance sub-committee to review and advise on how these
"benefits" to board members and retired board members should be
handled to avoid the obvious risk of perceived conflicts of interest
There can be no doubt to anyone that the contract offer must be
withdrawn or gracefully declined and the board should apologize.
Whatever the outcome of the contract was intended to be, cannot
outweigh the loss of confidence in the WMF board and the capabilities
of WMF legal this bad decision has already caused.
1. It is peculiar that "established Wikimedians" appear to be
expected to out themselves just to take part in Tuesday's Zoom call,
which seems an unnecessary barrier.
On Sat, 26 Jun 2021 at 00:33, Maggie Dennis <mdennis(a)wikimedia.org> wrote:
Following up on Amanda because she mentioned that we were going to hold an open meeting
to discuss this. I just announced the details in a separate email thread titled
"Tuesday Foundation office hour." They are also available on Meta, here.
This office hour will be on June 29 at 15:00 UTC — see
for your local time. If you can't come,
there are ways to submit questions in advance (or simultaneously, if you don't want to
It's taken quite a bit of time to pull together the technical details today, and the
team will be sharing information in other fora over the next few days, but we wanted to
follow up on this thread ASAP.
I hope to see you there.
On Thu, Jun 24, 2021 at 12:51 AM <aketon(a)wikimedia.org> wrote:
> Hello, All,
> I’m Amanda Keton, the General Counsel of the Foundation, and I’d like to clarify some
of the questions and comments that have been raised over the engagement of María as a
Foundation consultant. I want to assure you that we carefully followed our policies,
compensated this in line with similar consultants, and legitimately assessed her as the
best person for the role.
> The need. Maria’s engagement comes at a time of transition for both the Board and the
Foundation executive staff. This is also a time where the Community Resilience &
Sustainability (CR&S) unit is setting up mechanisms to ensure that the Foundation
provides seamless service to our growing community in its areas of responsibility. As many
of you know, that team has taken on Movement Strategy due to the transition along with
maintaining their support of Board elections, the Universal Code of Conduct, and leading
our cross-departmental approach to supporting a Thriving Movement.
> As a unit, CR&S undertook a needs assessment of the workload ahead. This needs
assessment revealed gaps in implementation of the Foundation’s Movement Strategy and in
supporting staff with the ongoing Board selection process, upcoming onboarding, and
supporting a smooth transition. The team currently supporting the Board expansion is quite
stretched, monitoring multiple channels in many languages. Having another person who can
step in immediately is tremendously helpful to these efforts. Based on this, CR&S
considered the necessary skills and expertise for assistance in executing this work. While
seeking this expertise, numerous factors were considered. Some of these factors included
experience with the Board, volunteers and management. We also considered the
qualifications with respect to the criteria and role at hand. The unique blend of
circumstances at play and the importance of moving forward strongly at this time led us to
carefully assess our needs and explore creative solutions.
> The role. In developing the scope of work for this role, we determined that María was
a very strong candidate to support this critical work. With the transition at the
executive level, and at the Board level, Maria brings long-term familiarity with the
strategy process and strategy conversations that is crucial for the Foundation and the
movement. Furthermore, she has been a big believer and a promoter of the Movement
Strategy. We believe she can help ensure continuity in that work and can also support
Maggie and others in the Foundation working to help expand the Board in service of
bringing additional expertise, representation and capacity.
> Managing a potential conflict of interest. Maria first considered stepping down
months ago, but she wanted to help navigate the transition at the helm of the Board. I
followed our Conflict of Interest policy and brought this staff idea to the Transition
Committee, the Human Resources Committee, and ultimately discussed this idea in principle
in the last executive session of the Board of Trustees -- without Maria. The Board does
not generally discuss individual contracts, but I wanted to make sure that the Board knew
about it to respect the spirit of the conflict of interest policy even if that would be
shortly mitigated by her stepping down from her trusteeship for unrelated reasons. I
appreciate the concerns that were raised about Affiliates receiving different advice.
I'm not aware of this, and because I want to respond timely, I can't check with
all the relevant staff. However, I have not found reference to this in internal or Meta
documentation and would appreciate more information on where this policy can be found so
we can review it when we next update our policies, and ensure we consistently uphold our
policies throughout the movement. I agree we want to be consistent, and I appreciate that
this was pointed out.
> Fair compensation. I understand that a lot of questions have been raised pertaining
to Maria’s remuneration. As many of you already know, we do not discuss remuneration of
staff or consultants in public forums, although we do disclose appropriately as we are
required to as a US nonprofit on our Form 990. It can be difficult to balance transparency
and privacy, and we find it best to adhere to a general approach that balances our values
of transparency and privacy as well as possible. However, all consultant compensation is
reviewed according to our standard rates and market comparables. María’s compensation was
set by the same process, and this is in line with how others are paid for similar work in
> I hope this clarifies any questions and doubts that you may have.
> Maggie Dennis
> Vice President, Community Resilience & Sustainability
> Wikimedia Foundation, Inc.