James Heilman <jmh649@...> writes:
I have been accused of three things:
Giving staff unrealistic expectations regarding potential board
decisions. I have always stated to staff that I only represented 10% of the
board and have never given assurances that I could convince other trustees.
I would be interested in hearing staff weigh in on this accusation but I
consider it unfounded.
Releasing private board information. I have not made public, private
board discussions during my time on the board. I have however pushed for
greater transparency both within the WMF and with our communities. I have
made myself informed by discussing issues with trusted staff and community
members and used independent judgement.
Publishing the statement about my removal on Wikimedia-l. I was not
asked by other board members at any time before its publication to produce
a joint statement or to delay publishing the statement I had put together a
few days prior. The first proposal to collaborate I believe was by myself
I was also not informed that the meeting was going to continue for the
purpose of producing such a statement.
I have always acted in what I believe are the best interests of the
movement and the WMF.
Hi - my name isn't familiar to most of you,* but I'm another community member
and I spoke to James when he visited San Francisco a couple months ago. James
was an early mentor of mine when I was editing medical topics a number of years
ago, so it was natural for us to meet up for coffee.
As a nonvoting community member of the WMF Audit Committee, I get to see some
privileged information and talk to the auditors once a year. If I recall
correctly, James thought I might have been receiving emails about some sort of
financial situation. When I said no, he didn't reveal any information about what
the situation was, but if I recall correctly he said that the board wasn't
letting him view some documents.
I'm not a lawyer, but the general rule, mostly codified in state statutes, is
that all board members have an equally absolute right to inspect and copy all
books and records. See Martin G. McGuinn Jr. 1966 which notes that "a large
number of courts have ... termed this right absolute and unqualified". So I
told him his rights. We've never talked about it since. The announcement of his
dismissal came as a huge shock to me, but I imagine James asserted his rights
to some of the board's discomfort.
I did come away with a question mark about what the situation might be and I
figured I would bring it up at the next audit meeting (which hasn't happened),
but as a nonvoting member I'm really not in a position to rock the boat or
demand sensitive information. I can make gentle suggestions and ask questions,
but I'm really just there as a courtesy. I imagine this message may spell the
end of my tenure.
Commenting on the three points:
1. Putting a few pieces together, it appears that much of the dispute centers
around staff relationships. According to
iscouraged staff were forbidden to communicate to board members, which implies
that there was also an unwritten rule strongly discouraging board members from
reaching out to staff as well. Yeah, it's a convention to funnel all
communication through the ED, but it's not necessarily a good one. In any case,
the board needs to survey staff (quantitatively and qualitatively) to
effectively review the Executive Director's performance. Further, this makes WMF
sound like a fear-driven organization ("fear is the mind-killer"). The best
employees - especially the developers - can easily find other jobs. In any case,
we in the community are free to talk to staff all we - and they - want. It's
hard to keep things secret in the wiki-world, even if the WMF seems to have done
a pretty good job so far. If necessary, the community can organize a group to
conduct surveys of willing employees and send it to the board, although I hope
that won't be necessary.
2. As far as releasing private information, if anyone got something private, you
might think I would have gotten something juicy sitting across a table from
James, but I didn't. If the WMF had good evidence of disclosing private
information, you'd think they would have revealed it by this point. Also, while
there is a convention that "what happens in the boardroom stays in the
boardroom", my understanding is that non-executive session discussions are not
confidential. Which is not to suggest that James was describing board meetings
3. While James has a great rebuttal, his announcement about his dismissal came
after the fact, and it isn't worth cluttering up the more important substantive
conversations with it any more.
Incidentally, on the topic of director democracy and its rarity among nonprofits
,Dent (2014) concluded in the Delaware Journal of Corporate Law that "NPO boards
are effectively self-perpetuating. If the director primacists are correct, the
governance of NPOs should be a model of wise, long-term management effected by
officers who are clearly subordinate to the board. In fact, however, a
remarkable consensus of experts on NPOs agrees that their governance is
generally abysmal, considerably worse than that of for-profit corporations".
Just because a practice is common doesn't mean it is a best practice.
* I've been editing Wikipedia since 2007 under a pseudonym but joined the
Wikimedia Audit Committee as a nonvoting community volunteer a year and a half
ago. I monitor lots of RSS feeds so I noticed a solicitation by the chair Stu
West and submitted an application detailing my accounting and board experience.
I monitor but don't really too involved in administrative aspects of Wikipedia.
If you connect the dots to my username, please keep it to yourself even tho it's
not a big secret.
1. Martin G. McGuinn Jr., Right of Directors to Inspect Corporate Books and
Records, 11 Vill. L. Rev. 578 (1966). Available at:
2. Dent, George W., Corporate Governance Without Shareholders: A Cautionary
Lesson from Non-Profit Organizations (2014). Delaware Journal of Corporate Law
(DJCL), Vol. 39, No. 1, 2014; Case Legal Studies Research Paper No. 2014-34.
Available at SSRN: http://ssrn.com/abstract=2481646
(posted this through gmane so it might be a little funky. I use RSS to monitor
the list - no way in hell am I letting a list like this clutter my pristine,
nearly zero-item inbox)