Denny Vrandecic wrote:
- the Board members have duties of care and loyalty to the Foundation -
not to the movement. If there is a decision to be made where there is a conflict between the Movement or one of the Communities with the Foundation, the Board members have to decide in favor of the Foundation. They are not only trained to so, they have actually pledged to do so.
The Wikimedia Foundation Board of Trustees is responsible for the appointment of the Wikimedia Foundation Executive Director; the Executive Director carries out the mission of the Wikimedia Foundation (which is included in the bylaws) on a day-to-day basis. My understanding is that any decision by the Wikimedia Foundation staff is reviewable by the Wikimedia Foundation Board of Trustees. In cases of disagreement between the Wikimedia editing community and the Wikimedia Foundation staff, the Wikimedia Foundation Board of Trustees is the ultimate authority. The physical servers are owned and operated by the Wikimedia Foundation, Inc., which is managed by this Board of Trustees.
The theory of checks and balances worked a lot better when I thought that some of the Board of Trustees seats were elected, and not simply nominated.
Regarding the current situation within the Wikimedia Foundation, you and your nine colleagues are most certainly responsible for ensuring that the Wikimedia Foundation (the corporate entity) can function smoothly. If large numbers of Wikimedia Foundation staff are unhappy with your group's Executive Director appointment, that's very clearly your group's and the Executive Director's problem to immediately resolve.
Given the Wikimedia Foundation's current role in keeping the Wikimedia Web properties online, if the Wikimedia Foundation Board of Trustees is failing to keep the Wikimedia Foundation running smoothly, it also becomes others' problem to immediately resolve.
While I think some of this conversation is interesting and worth having, the house is currently aflame and the Wikimedia movement (including Wikimedia Foundation staff and the Wikimedia editing community) awaits word from the Board of Trustees about whether we'll be putting that fire out or letting it burn.
It also seems worth noting that the Wikimedia Foundation Board of Trustees can and does enact resolutions that apply to the Wikimedia editing community. Most other Wikimedia movement entities, such as Wikimedia Deutschland or WikiWomen's User Group, do not have this power. The one exception I could think of was that the Wikimedia movement has enacted some global policies at Meta-Wiki, but these have less force and effect than a Board of Trustees resolution.
- the Board members have fiduciary responsibilities. No, we cannot just
talk about what we are doing. As said, the loyalty of a Board member is towards the organization, not the movement.
I think it would be helpful if the Wikimedia Foundation legal team could lay out exactly what can and cannot be made public for legal reasons. I have a feeling that a lot more is being kept private than needs to be.
I currently do not see any body that in the Wikimedia movement that would have the moral authority to discuss e.g. whether Wikiversity should be set up as a project independent of the Wikimedia movement, whether Wikisource would deserve much more resources, whether Stewards have sufficient authority, whether the German Wikimedia chapter has to submit itself to the FDC proposal, whether a restart of the Croatian Wikipedia is warranted, etc.
The Wikimedia community, and in particular members of the Wikiversity community, decide whether Wikiversity splits off as a separate project independent of the Wikimedia movement. Or any other group of people can take Wikiversity's content (or software!) and reuse it as they see fit.
Whether Wikisource deserves more resources is decided by people volunteering on the project. It's also a matter for the Wikimedia Foundation, in the same way that Wikipedia is. Why would you treat siblings so dissimilarly?
Stewards have sufficient authority over the wikis. I don't think anyone has an issue with the stewards, but if so, raise the issue on Meta-Wiki.
The current funding structure is such that the German Wikimedia chapter has to submit to whatever rules the Wikimedia Foundation, Inc. creates in order to receive money from it. Them's the rules, given how money is donated. Changing how donations are accepted and then redistributed is a huge matter. Are you suggesting we re-open that discussion?
The Croatian Wikipedia would be (re)started if LangCom approves it. We have processes for both starting and closing Wikipedias.
MZMcBride