cohesion wrote: My comments are based on several factors, and the laws related to how US entities are run not the least of them. Suffice to say that large financial contributors will be less than impressed with public debates about board disagreements. It just sends the wrong message and can be misinterpreted by casual observers. These types of disagreements and debate are very healthy, but a public forum is the wrong place to air them. Jeff

Considering wikipedians elect people to the board, we hold a role similar to that of shareholders of a company. Considered that way, sending such essays to this list is just like the board keeping shareholders informed about what's going on. That doesn't sound like a problem to me.

Florence Devouard wrote: Florence, Wikimedia is not a "sovereign" in any sense, and its "elections" in the digital world have no bearing on the duties of corporate officers. It is a non-profit corporation based on my understanding. I would advise that you discuss this with an attorney at some point. Having volunteer employees, etc. and the legal requirements for drawing the lines where corporate matters and obligations of confidentiality, etc. extend. Somewhere there is a requirement of accountability for corporate officers, etc. You may be setting up yourselves and the foundation to significant legal problems operating in the US if these requirements are not adhered to. Here in Utah, under our laws, holding board meetings in public and failing to observe certain requirements of due diligence with corporate matters are criminal and cross the line. Because the Foundation solicits public funds as a charity makes the situation even uglier. I cannot find specific fault with any of these approaches you are taking, just the "slippery slope" this whole thing is on may be a sure path to trouble down the road. By way of example, a Utah non-profit may NOT solicit public funds EVER through stock offering or the offer of board seats. It's considered as an attempt to "go public" by way of example and can result in the officers being indicted and jailed under Utah State Laws. I do not know how Florida Laws work, but IRS requirements and other issues can lead to trouble. I would strongly encourage you to discuss some of this with an attorney. When you solicit funds form the general public in the US as a corporate entity, there are strict Federal and State laws you must observe. Jeff

Thomas Dalton wrote: Insider trading is one example. There are lots of others. Its just depends on the circumstances. Jeff

Non-profits still have money to deal with... On 4/11/07, Thomas Dalton <thomas.dalton(a)gmail.com> wrote:

On 11/04/07, George Herbert <george.herbert(a)gmail.com> wrote: A lot of that we see now. For a small charity - and the WMF is quite a small charity, as these things go - it's remarkable how closely their every cough is examined and analysed. This is the hard part of running a top-10 website. - d.

Thomas Dalton wrote: You cannot, its just an example of one of those areas where officers and board members have confidentiality obligations. Jeff

Hi all, In order to improve communication between the foundation and the local projects (here the french wikipedia) Arria (french user) and I have translated Anthere's essay into french and asked french contributors to comment it. jd have sumed up and translated the comments. Here they are. French contributors réactions about [[m:Governance]]: '''jd sums up Anthere's message and this translations sums up the sum up:''' :"Anthere said the current model driving Foundation activities is not clean and she wants to try something new, something unclouded. She promotes an alternative way to the current micromanagment. She wants a CEO and a board that are not mixing up as it has been the case. She assesses the good way to go is the CEO to execute and the board to manage. Board members make policies to express say what to do, but they only say how not to do it. The CEO is responsible for carrying out things described by policies (To control means in a limiting and proscriptive way, the board expresses to the CEO boundaries around acceptable managerial decisions. The board does not tell the CEO how to do the job, but how not to do it.)" '''jd then says to the other French editors:''' :"Some of you may say "hey man it's pretty obvious" but you may be avoiding the Wikimedia specific history. When Wikipedia first raised, there were no foundations and no managment. Clusters in the kitchen and all that stuff. Then Jimbo came up with the foundation, Ant and Angela were community-approved speakers. I think working with the community from the beginning has been a great thing and it worked well until Wikimedia went too big too fast. Nowadays, WM needs in term of servers, legal prospect, partnerships... are too complex to be handle by a 100% voluntary system. So we're facing a scaling issue. Some habits are hard to break, too (micromanagment). WM specificities are hard to deal with. I find Anthere's proposal quite good, not to say really great. It could clarify who is who and who must do what, it would give committees work a stronger value, and it would prevent some legal issues I guess." '''Arnaudus answers jd:''' :"I have always thought that despite being a mess, the foundation managed to successfully lead our projects. But, I have also always upbraided the lack of communication, with the community. Not to mention lang issues... Just an example, I remember when we've discovered the sponsored grants, it was harsh. I am under the impression a tremendous work has been achieved when it comes to external communication (with media, potential patrons, legal stakeholders...) but, internally, it's a total mess. I guess we need one or two communication leaders per lang, responsible for translations of foundation stuff and also for answering questions, act as a troubleshooter... You know, someone we can slap on when things go the wrong way." '''Benji says:''' :"All in all I agree with Anthere's analysis and conclusions. I am not really up on foundation activities, but I see that, assuming Wikimedia growth and the lack of a CEO, we need to change the awry model. I find Anthere's proposal great in that it arrives to support the two main aspect of this scale move: a professionnal management team and the need to ensure and protect our goals, our values, our specificity. The way the CEO is considered pleases me: autonomy and duty at the same time. I object to one thing, though: I find rather dangerous the CEO to be able to do whatever the board would not have explicitly said is bad practice. I'd rather like the board to set executive guidelines, the CEO to say "I plan to do this, that way" and the board to say yes or no. Guidelines." '''Anthere answers Benji:''' :"I agree it would be risky to let the CEO do anything not formally forbidden. But we, the board members, are the one who must be clear enough on what is forbidden. If the CEO were to get board allowance for everything, it would dramatically slow down processes. It would even stop activities I guess. For example, quorum are a known issue, and we don't want the CEO to be hindered by quorum issues. If I must choose between risk and stasis, I prefer risk..." On 13/04/07, Ray Saintonge <saintonge(a)telus.net> wrote: -- schiste

On 4/11/07, Jeff V. Merkey <jmerkey(a)wolfmountaingroup.com> wrote: The community certainly deserves to have some input. I think Ant quite nicely illustrates that she sees this as the next step in a logical progression of systems of governance, and this very early stage of floating of ideas is a good time to bring in community input. Although, given that this is entirely about board/executive relations, I can see your point. -- Stephen Bain stephen.bain(a)gmail.com

For now, just a small practical input from my side... On 4/11/07, Florence Devouard <Anthere9(a)yahoo.com> wrote: This should be Language SubCom's job. We need some new committee for such purpose. This should be WMF stuff and local chapters job. WMF stuff and local chapters. WMF stuff.

On 4/11/07, Gerard Meijssen <gerard.meijssen(a)gmail.com> wrote: Even if thought slightly off topic for this thread, I think it should be clarified that there is a distinct difference in providing the sum of human knowledge available in a particular minor language, dialect, cant or con-lang, and on the other hand documenting the same minor languages (etc.) vocabulary in an online dictionary. Not only is there a vast difference in scale, the sum totality of human knowledge in a language with absolutely no known speakers (and to be clear, for the purposes of this example I make no such claim in the particular case of Klingon) has an entirely different utility function than a descriptive vocabulary of same. -- -- Jussi-Ville Heiskanen, ~ [[User:Cimon Avaro]]

I didn't think about power to close, for example, German Wikinews. Of course, there should be a procedure before any decision. However, at the some level in the decision making process we need some expertize. And Board is not expert body, but political body. At least, cases like Klingon Wiktionary should pass through Lang SubCom which should say what it thinks about the case. This would relax Board. On 4/11/07, Erik Moeller <erik(a)wikimedia.org> wrote:

On 4/11/07, Erik Moeller <erik(a)wikimedia.org> wrote: But, we need some body for such decisions... A new committee? I am completely skeptical in relation of making any final decision via voting on Meta.

On 4/11/07, Erik Moeller <erik(a)wikimedia.org> wrote: OK. This should be formalized then. At least as a way how to do that. Something like: stewards are managing decision making process. Such formalization should be verified by Board.

Milos Rancic wrote: Okay. So, now, let's take it a step further. Who is "WMF stuff" ? Ant

On 11/04/07, Milos Rancic <millosh(a)gmail.com> wrote: WMUK-to-be has been discussing how to assist people in doing exactly this. Probably only for the UK itself in practice :-) WMF itself would apply everywhere there wasn't a local chapter. That would be Cory (volunteer coordinator) or Delphine (chapter coordinator). Local chapters can alert the WMF. I don't think the brand and trademark licence is exclusive to the chapter. That's definitely the tricky bit of volunteer-herding, Cory's job. - d.

On 18/04/07, Bryan Tong Minh <bryan.tongminh(a)gmail.com> wrote: Cary. *ahem*! - d.

On 4/11/07, Florence Devouard <Anthere9(a)yahoo.com> wrote: I didn't mean relations in the sense of personal relations or anything, I meant it in the sense of boundaries of roles and responsibilities :) That said I shouldn't have said "entirely" because, as you say, this involves the community too. That's why I said I appreciate having community input at this brainstorming stage, which has already generated some interesting ideas. -- Stephen Bain stephen.bain(a)gmail.com

The proposal / presentation at http://meta.wikimedia.org/wiki/User:Anthere/governance certainly and distinctly shows merit in reviewing the situation we are presently in and the route taken to this point. On the main five reasons: "Board members are dissatisfied with their roles or the way the board operates." I would suggest that this is not only the Board (those elected and those appointed) but also the wider Wiki editing nation who take an interest in the proceedings of the WMF and the longevity of the projects. The majority of readers (and probably of editors) take as little interest in WMF and its Board as most people do about the corporate structure of their preferred supermarket chain. Both provide a service and when that service is what is expected people are generally happy. "The organization is experiencing problems that can be traced back to inadequacies in board structure or process." To my mind much of this is historical and related to how wikimedia has rather grown like Topsy; mostly undirected but generally in the right direction. That worked for the small organisation we once were; it does not now (and, arguably, has not for some time) "The organization is entering a new phase in its life-cycle; the CEO has left or is leaving." The present Board and, indeed, Jimbo as founder, both probably need to review how far they want to integrate their own attitudes and behaviour with that of the WMF. Just as Anthere says "I feel that the daily operational trivia is taking its toll on me." it can be clearly argued that the Board is failing to due the task usually undertaken by a Board - that of setting direction, metrics, standards - and getting too closely involved in the minutia of carrying out those tasks; blurring the lines and ending up missing those targets. "there has been a major turnover of board members" and "there is a crisis of confidence in the board or the CEO" probably both stem from the lack of discussion / information in the wider support network of people interested and involved in the activities of the WMF and the management of the projects. Staff disappearing or being appointmented in a 'normal' company without advance information or explanation are part of the landscape, but for most of us they appear apparently without reason. On Wed, April 11, 2007 11:49, Florence Devouard wrote: No serious company anywhere would expect a Board to sit back and ignore the direction and structure of its primary business and just blindly trust a CEO. No where, No how. What *is* needed though (imho) is for the Board to make a decision to trust that CEO (or ED, the name doesn't matter - only the task does) to do the job they are appointed to and meet the metrics set for them, and for the Board not to second-guess every action whilst the members jockey for position on the Board as appears to be happening at present. The Board should be a Board and not try to be the staff. One other point from the meta page. Anthere writes "So this side argues that it is best to pick up someone from the community to avoid having to toilet-train him (my words), with the drawback being that we know of no professional interim ED in the community, so would not have necessarily hired a professional." I would strongly suggest that the second half of that is entirely in error. There are professional interims in the community (and yes, to declare an interest I am one and I can happily point you at the agencies which represent me, and I am certain I am far from the only one) but, I suspect from past events, the issue is one of in-fighting amongst the Board (present or past) as to what 'power' they might or might not have over the appointment of someone they know against someone they do not. It is said that there are no easy answers, just difficult questions. The WMF is here and, for all its perceived faults, could be made to make as once intended. But that will take an effort from those presently involved in its management to recognise their own strengths and failings; that the WMF is in need of a turnround organisationally and needs an experienced external capability to undertake that task. Alison Wheeler