The need for community/project managers was identified by Chantal, our director, who
prepared the proposal herself (in collaboration with me)
Then there was a time when anyone could propose projects for 2013 and/or comment on the
proposed projects; at this point, it would make no difference if someone making a comment
was a board member or an outsider. In any case, Ilario did not participate in any
discussion about the new positions -- neither pushing for or against them. The board later
approved the final budget proposal without any objection (and without discussing any
particular detail about these position), so that Ilario could not have influenced the
positions at this step either.
When the job description prepared by Chantal, Yann and Myself was ready to be published,
Ilario told us that he may be interested in applying for the italian position. This
allowed us to build the recruitment committee without including Ilario (as the main
Italian-speaking member of the board, he would indeed have been part of this committee
otherwise).
As mentioned before, Ilario was not involved at all with the hiring process. The board
(minus Ilario) held a phone meeting in order to discuss the recommandations of the hiring
committee, which it approved. In order to formally register the decision and Ilario's
absention, a voting page was open on our board wiki, which saw an approval by 5 board
members and one abstention because of a conflict of interest.
We haven't use donors money to have "professional advice from either a charity
lawyer or a charity governance expert", because it wasn't necessary.
All in all, the only influence that Ilario had in the process was when he submitted his
application.
According to the UK Charity Commission we are in the case where Ilario " has had no
significant involvement with the trustees’ decision to create or retain the post, or with
any material aspect of the recruitment process"
Charles
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I use this email for mailing list only.
Charles ANDRES, Chairman
"Wikimedia CH" – Association for the advancement of free knowledge –
www.wikimedia.ch
Skype: charles.andres.wmch
IRC://irc.freenode.net/wikimedia-ch
Le 10 avr. 2013 à 13:13, Thomas Dalton <thomas.dalton(a)gmail.com> a écrit :
On 10 April 2013 08:10, Charles Andrès
<charles.andres.wmch(a)gmail.com> wrote:
Hello Thomas,
Thanks for asking!
In fact, it was as easy as said :-) Ilario has just never been involved in the
recruitment process. In WMCH we believe that the conflict of interest is not solved with
the resignation, but giving the whole process in the hands of a committee.
Thank you for clarifying, but it really isn't that easy... Did you
seek professional advice from either a charity lawyer or a charity
governance expert?
I don't know how these things work in Switzerland, but the relevant
guidance from the UK Charity Commission can be found here:
http://www.charitycommission.gov.uk/Charity_requirements_guidance/Charity_g…
"In the case of a trustee also being employed in a separate post
within the charity, or a trustee being paid for a service provided to
the charity, the conflict of interest may result in a liability to
repay salary or other related benefits. It should not be assumed that
such conflict can be overcome merely by the person concerned resigning
as a trustee, either before or after taking up the post. The only
instance where authority may not be needed is where, practically, the
trustees can show that there is no conflict of interest. In our view,
this is confined to the fairly narrow circumstance where the trustee
concerned:
* has had no significant involvement with the trustees’ decision to
create or retain the post, or with any material aspect of the
recruitment process
* where that person resigns as a trustee in order to apply for the
employed post in advance of a fair and open competition for it
All other circumstances require an express authority. "
"Authority" in this context means either an express authority in the
governing documents of the charity, a court order or permission from
the Charity Commission.
Under UK guidance, the approach you took would not be at all acceptable.
This is a very serious matter. A charity paying a trustee (other than
to reimburse actual expenses incurred) is probably the biggest
conflict of interest you can get. It needs to be handled extremely
carefully.
Can you elaborate on how the decision to create the post was carried
out (presumably it was part of your annual planning process)? Was
Ilario involved in that?
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