Re: [Wikimedia-l] WMF Board: Vacant appointed seats and Turnover (Was: Personal Update)

6 Nov 2016

      I think I agree with Dariusz's proposed solution.
I also hope that several of Dariusz, Maria, Alice and Guy are willing /
able to be re-appointed or re-elected - the easiest solution to Board
stability is people getting second terms on the Board.
Chris
On Sat, Nov 5, 2016 at 2:31 PM, James Heilman jmh649@gmail.com wrote:
...
To clarify, the issues facing the WMF preexisted Denny, Dariusz and myself
joining the board. Our perspectives started the process of addressing
things. In fact I raised concerns regarding staff turn over a couple of
weeks before joining the board at Wikimania.
James
On Sat, Nov 5, 2016 at 8:18 AM, Nataliia Tymkiv ntymkiv@wikimedia.org
wrote:
...
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]
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_
Board_Governance_Committee/Board_transparency/Status_report_October_2016
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@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@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@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@gmail.com>
...
...
...
...
wrote:
...
Dan, I disagree. Three points:

Rogol explicitly said they *hesitate* to suggest that anybody

resign;
...
...
nobody on this list has asked her to resign. Best not to
exaggerate.
...
...
...
...

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 )

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@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@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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Re: [Wikimedia-l] WMF Board: Vacant appointed seats and Turnover (Was: Personal Update)