In a message dated 12/29/2007 12:42:12 PM Eastern Standard Time, erik@wikimedia.org writes:
- Do the current criteria for Board membership -- making a lot of edits on the projects, being a valued community member, being elected by your peers -- help to constitute a Board that can serve this function?
- If they do not, how does expanding the Board with more community members and, simultaneously, creating a community-run Wikicouncil help us when it comes to learning lessons from the last year regarding corporate governance?
Just for purposes of clarification, can you please explain how this coincides with your election statements:
"This is why I have always insisted that the majority of the Board of Trustees should be made of (preferably elected) members of the community. It was partially my insistence that led to this principle being written into the _Foundation Bylaws_ (http://wikimediafoundation.org/wiki/Bylaws) ."
and
"I would like to see our Board expanded to nine members. Jimmy has indicated that he would not mind his status to be that of an elected member at some point, which would mean that we could have 4 appointed members in compliance with the present bylaws. This allows us to bring seasoned professionals from outside our project communities on board, to assist in matters such as fundraising, financial oversight, governance policy, and so forth. That does not mean that these same skills should not also be present in elected Board members. *But the community will, probably, typically focus less on these skills and more on the content of their platforms, their conduct and standing in the community, their cultural and intellectual background, the principles they espouse, and so forth.* These factors, on the other hand, will be less important for appointed Board members from outside the community. And this is exactly what I see reflected in the existing Wikimedia Board of Trustees."
In other words, you won the election, fair and square, campaigning on a platform advocating a community-majority board. This is in contrast with me, for instance, who campaigned on a platform advocating a professional board. Are you saying that since the election, less that six months ago, you have rejected your platform and adopted my position?
On the one hand, I am glad that you have come around to my way of thinking. On the other hand, I am a bit surprised by this apparent inconsistency in your position and, even more so, by what could be conceived as a failure to represent the interests of your constituents as promised in your platform.
Peace, love, and professionalism,
Danny
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On 12/30/07, daniwo59@aol.com daniwo59@aol.com wrote:
In other words, you won the election, fair and square, campaigning on a platform advocating a community-majority board. This is in contrast with me, for instance, who campaigned on a platform advocating a professional board. Are you saying that since the election, less that six months ago, you have rejected your platform and adopted my position?
Not exactly yours, though in retrospect I have to acknowledge some of your criticisms of the governance model as valid. I do believe, based on my experience of the last year, that
- the ability to provide corporate oversight, and the ability to help with fundraising, are essential to a well-functioning Board of Trustees;
- some degree of organizational reform is necessary to achieve this.
I do not believe anymore that the current model of governance is sufficient, and I do not exempt myself from this criticism. I do not want to undervalue the community experience that many of us bring to the table, our understanding of the history of the projects, our shared belief in a positive future. These are important skills and values that I believe need to at least be present on a governing Board. I used to believe that the "appointed minority" could complement the Board with the skills it lacks. But there are two key problems with that approach:
* You don't know what you don't know. The Board lacks the ability to judge _itself_, and its own deficiencies, accurately and fully, and the same applies to potential future Board members.
* In our traditional view of our governance, community participation takes _precedence_ over any other skill. (And yes, I myself have supported the Bylaws which codify this principle.) The problem with this approach is that it's incomplete and distorted. People in key responsibilities continually acting outside their areas of expertise are likely to cause constant disruption on the staff level, and despair among future Board members with e.g. a serious managerial background.
That doesn't mean that I do not believe there isn't a role for community Board members and community leadership. I've mentioned many times before that I consider the Advisory Board an incubator for potential future appointed Board members. I do believe that if we retain the mechanism of community election at all, a similar trial of participation is needed for future Board members from the community.
Moreover, I believe we will want to increase the number of _potential_ Board members from the community, and make sure that platform statements on a wiki page aren't the only thing that determines who runs this organization.
I believe that the Advisory Board could be complemented by a Community Council (Wikicouncil), with representation from projects, chapters, and languages. I've been skeptical of such a Council before, but in this context, I think it makes sense. As a standing body, the Council would deal with community issues such as a civility taskforce, ArbCom procedures, political disputes among projects, etc.
How would Board members then be chosen? I believe that the answer is a mechanism many non-profits use: a Nominating Committee. This committee should be made up of people who are neither Board nor Staff members, who represent both managerial competence and community values. They should have a high degree of freedom in nominating people from either the Advisory Board or the Community Council, but ideally, future Board members would have served for a period of time (say, 6-12 months) on either organizational body.
My recommendation would be the following:
* The Board should form a task-force to create both a Community Council and a Nominating Committee. * Due to the "know what we don't know" problem, external advisors (including the ED) should be given significant influence over the design and membership of the Nominating Committee. * One possible model: a set of criteria for Board members, with an expert Nominating Committee member charged with responsibility for evaluating candidates based on any one criterion. Criteria might include community values, wiki experience, managerial experience, financial skills, understanding of our legal context, collaborative nature, etc. * The NC should recommend a completely new interim Board ASAP (it could and probably should include existing Board members - but this would be up to the NC to decide, based on a serious skills evaluation). * The interim Board would serve for a period of a year; at the end of that period, the NC would recommend to renew terms or replace Board members. New Board members would have to come from the Advisory Board or the Community Council.
Such a mixed model could provide us with a healthy combination of skills, experience, and a track record of involvement. I think the time for the current model is over, and whatever problems it may have would be compounded by a rapid expansion of the Board and the quick creation of a Wikicouncil-like entity without careful deliberation about how those entities will interact, and what they bring to the table.
Best,
Erik
Eric, In your proposal, with the role of community reduced to a minor participant, even in the election of a single board member, the board and in particular the office with enhanced influence will get unchecked power.
Best, H.
On 30/12/2007, Erik Moeller erik@wikimedia.org wrote:
On 12/30/07, daniwo59@aol.com daniwo59@aol.com wrote:
In other words, you won the election, fair and square, campaigning on a platform advocating a community-majority board. This is in contrast with me, for instance, who campaigned on a platform advocating a professional board. Are you saying that since the election, less that six months ago, you have rejected your platform and adopted my position?
Not exactly yours, though in retrospect I have to acknowledge some of your criticisms of the governance model as valid. I do believe, based on my experience of the last year, that
- the ability to provide corporate oversight, and the ability to help
with fundraising, are essential to a well-functioning Board of Trustees;
- some degree of organizational reform is necessary to achieve this.
I do not believe anymore that the current model of governance is sufficient, and I do not exempt myself from this criticism. I do not want to undervalue the community experience that many of us bring to the table, our understanding of the history of the projects, our shared belief in a positive future. These are important skills and values that I believe need to at least be present on a governing Board. I used to believe that the "appointed minority" could complement the Board with the skills it lacks. But there are two key problems with that approach:
- You don't know what you don't know. The Board lacks the ability to
judge _itself_, and its own deficiencies, accurately and fully, and the same applies to potential future Board members.
- In our traditional view of our governance, community participation
takes _precedence_ over any other skill. (And yes, I myself have supported the Bylaws which codify this principle.) The problem with this approach is that it's incomplete and distorted. People in key responsibilities continually acting outside their areas of expertise are likely to cause constant disruption on the staff level, and despair among future Board members with e.g. a serious managerial background.
That doesn't mean that I do not believe there isn't a role for community Board members and community leadership. I've mentioned many times before that I consider the Advisory Board an incubator for potential future appointed Board members. I do believe that if we retain the mechanism of community election at all, a similar trial of participation is needed for future Board members from the community.
Moreover, I believe we will want to increase the number of _potential_ Board members from the community, and make sure that platform statements on a wiki page aren't the only thing that determines who runs this organization.
I believe that the Advisory Board could be complemented by a Community Council (Wikicouncil), with representation from projects, chapters, and languages. I've been skeptical of such a Council before, but in this context, I think it makes sense. As a standing body, the Council would deal with community issues such as a civility taskforce, ArbCom procedures, political disputes among projects, etc.
How would Board members then be chosen? I believe that the answer is a mechanism many non-profits use: a Nominating Committee. This committee should be made up of people who are neither Board nor Staff members, who represent both managerial competence and community values. They should have a high degree of freedom in nominating people from either the Advisory Board or the Community Council, but ideally, future Board members would have served for a period of time (say, 6-12 months) on either organizational body.
My recommendation would be the following:
- The Board should form a task-force to create both a Community
Council and a Nominating Committee.
- Due to the "know what we don't know" problem, external advisors
(including the ED) should be given significant influence over the design and membership of the Nominating Committee.
- One possible model: a set of criteria for Board members, with an
expert Nominating Committee member charged with responsibility for evaluating candidates based on any one criterion. Criteria might include community values, wiki experience, managerial experience, financial skills, understanding of our legal context, collaborative nature, etc.
- The NC should recommend a completely new interim Board ASAP (it
could and probably should include existing Board members - but this would be up to the NC to decide, based on a serious skills evaluation).
- The interim Board would serve for a period of a year; at the end of
that period, the NC would recommend to renew terms or replace Board members. New Board members would have to come from the Advisory Board or the Community Council.
Such a mixed model could provide us with a healthy combination of skills, experience, and a track record of involvement. I think the time for the current model is over, and whatever problems it may have would be compounded by a rapid expansion of the Board and the quick creation of a Wikicouncil-like entity without careful deliberation about how those entities will interact, and what they bring to the table.
Best,
Erik
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On 12/30/07, hillgentleman hillgentleman.wikiversity@gmail.com wrote:
In your proposal, with the role of community reduced to a minor participant, even in the election of a single board member, the board and in particular the office with enhanced influence will get unchecked power.
Right now, there is no defined process for the community to have a strong voice on key organizational decisions. And if we define the Board as a representation of the community, then it is a very poor one indeed: There is no true diversity or representation in any sense, be it chapters, projects, or languages. The Wikicouncil as a separate Board strengthens the community, rather than weakening it.
To establish checks and balances, you need individuals who actually can provide them. And of course a competent staff _wants_ to be overseen and advised by a competent Board and a competent community council; a competent CFOO _appreciates_ solid advice from a competent treasurer; the Executive Director _desires_ to be supported by a strong Audit or Finance Committee; the CTO's life is made easier if they can turn on feature X with authorization from the Wikicouncil.
By having a community-elected Wikicouncil, the community is empowered to effectively pre-screen future Board members for their eligibility, and Board and Staff can consult with this council on important decisions affecting the community -- a much more representative body than the current Board. And by having skill-selected Board members, you create the kind of Board that _can_ support and check the staff.
I've spoken to people who work or have worked for quite a few very diverse non-profits in the last few months, ranging from museums to homeless shelters, and one of the recurring themes is that _anyone_ who contributes to an organization on any level, be it as a staff member or as a volunteer, should serve in a capacity that is supported by their skillset. If we restructure the organization in the coming months, I believe this should be a key principle.
Asking a well-intentioned volunteer who has no financial qualifications to serve on a finance committee helps nobody and might in fact cause interference with the actual work that needs to get done; asking a retired CFO to decide whether we want a Wikipedia in the Moldovan language is equally pointless. Making thousands of edits does not qualify you to approve a budget; being a CPA who loves Wikipedia does not help you to know that a registration requirement for contributors would be highly problematic and possibly damaging.
Eric,
I am still puzzled. In your model below, I can only see the cycle
trustees->ed and trustees+ ed(+external experts) ->nominating committee -> trustees
Where is the community input?
Best, H.
- One possible model: a set of criteria for Board members, with an
expert Nominating Committee member charged with responsibility for evaluating candidates based on any one criterion. Criteria might include community values, wiki experience, managerial experience, financial skills, understanding of our legal context, collaborative nature, etc.
- The NC should recommend a completely new interim Board ASAP (it
could and probably should include existing Board members - but this would be up to the NC to decide, based on a serious skills evaluation).
- The interim Board would serve for a period of a year; at the end of
that period, the NC would recommend to renew terms or replace Board members. New Board members would have to come from the Advisory Board or the Community Council.
<sarcasm>Didn't you know? There isn't any.</sarcasm>
ILovePlankton
hillgentleman wrote:
Eric,
I am still puzzled. In your model below, I can only see the cycle
trustees->ed and trustees+ ed(+external experts) ->nominating committee -> trustees
Where is the community input?
Best, H.
- One possible model: a set of criteria for Board members, with an
expert Nominating Committee member charged with responsibility for evaluating candidates based on any one criterion. Criteria might include community values, wiki experience, managerial experience, financial skills, understanding of our legal context, collaborative nature, etc.
- The NC should recommend a completely new interim Board ASAP (it
could and probably should include existing Board members - but this would be up to the NC to decide, based on a serious skills evaluation).
- The interim Board would serve for a period of a year; at the end of
that period, the NC would recommend to renew terms or replace Board members. New Board members would have to come from the Advisory Board or the Community Council.
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