This is probably of interest to this list.
https://wikimediafoundation.org/wiki/Delegation_of_policy-making_authority
--- Delegation of policy-making authority
This was approved on December 13, 2016 by the Board of Trustees.
Whereas, the Board of Trustees has traditionally approved certain global Wikimedia Foundation policies (such as the Privacy Policy and Terms of Use) as requested during the July 4, 2004 Board meeting https://wikimediafoundation.org/wiki/Meetings/July_4,_2004;
Whereas, the Wikimedia Foundation Executive Director has authority to conduct the affairs of the Wikimedia Foundation, which includes adopting and implementing policies;
Resolved, the Board hereby delegates the authority to adopt, alter, and revoke policies to the Executive Director, who may further delegate such authority to Wikimedia Foundation staff as they deem appropriate;
Resolved, the Board may continue to review and approve policies for the Wikimedia Foundation upon request to the Executive Director or as required by law.
Approve
Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia Tymkiv, and Alice Wiegand ---
I wonder how much of this resolution is formalizing what was already happening and how much of this is moving the Wikimedia Foundation in a new direction. After a very tumultuous year at the Wikimedia Foundation, this is certainly a notable development.
I also wonder in what ways this abrupt change will alter the relationship between the editing communities and the Board of Trustees. The Wikimedia Foundation Board of Trustees seems to be committing itself to downsizing its role and responsibilities. The concern is that a change like this will reduce accountability when policies are set, unset, and changed by someone overseeing a large staff that regularly comes in conflict with an even larger set of editing communities. The Executive Director, of course, is unelected and has been a central point of repeated controversies recently. It's been less than a year since the previous Executive Director resigned after being forced out by her staff. In the context of the recent history, this resolution is all the more puzzling.
MZMcBride
Hey,
Basically it's making the legal team life's easier when they need to do small and/or quick changes. They don't have to go through the whole resolution process to change a comma.
We're still informed and are talking with staff about those changes.
As for responsibility, we decided to delegate responsibility, but at the end of the day we still will have to answer the community's question :)
Have a good day
Christophe
Le 20 déc. 2016 6:50 AM, "MZMcBride" z@mzmcbride.com a écrit :
This is probably of interest to this list.
https://wikimediafoundation.org/wiki/Delegation_of_policy-making_authority
--- Delegation of policy-making authority
This was approved on December 13, 2016 by the Board of Trustees.
Whereas, the Board of Trustees has traditionally approved certain global Wikimedia Foundation policies (such as the Privacy Policy and Terms of Use) as requested during the July 4, 2004 Board meeting https://wikimediafoundation.org/wiki/Meetings/July_4,_2004;
Whereas, the Wikimedia Foundation Executive Director has authority to conduct the affairs of the Wikimedia Foundation, which includes adopting and implementing policies;
Resolved, the Board hereby delegates the authority to adopt, alter, and revoke policies to the Executive Director, who may further delegate such authority to Wikimedia Foundation staff as they deem appropriate;
Resolved, the Board may continue to review and approve policies for the Wikimedia Foundation upon request to the Executive Director or as required by law.
Approve
Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia Tymkiv, and Alice Wiegand ---
I wonder how much of this resolution is formalizing what was already happening and how much of this is moving the Wikimedia Foundation in a new direction. After a very tumultuous year at the Wikimedia Foundation, this is certainly a notable development.
I also wonder in what ways this abrupt change will alter the relationship between the editing communities and the Board of Trustees. The Wikimedia Foundation Board of Trustees seems to be committing itself to downsizing its role and responsibilities. The concern is that a change like this will reduce accountability when policies are set, unset, and changed by someone overseeing a large staff that regularly comes in conflict with an even larger set of editing communities. The Executive Director, of course, is unelected and has been a central point of repeated controversies recently. It's been less than a year since the previous Executive Director resigned after being forced out by her staff. In the context of the recent history, this resolution is all the more puzzling.
MZMcBride
_______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/ wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
Hi Christophe,
I wish it was true that the Board is required to answer the community's questions, but that isn't the case. WMF isn't a membership organization, there isn't a policy that requires the Board to be responsive to community input and questions, and the community has limited ability to influence the Board (though I think it is wise for the Board to listen).
My perspective is that the 2015 board was not particularly responsive to community (or WMF employees') questions or input, including questions and input regarding human resources and governance matters. (For example, I still haven't seen a good explanation of why WMF shouldn't undergo a governance review in the wake of Doc James' dismissal; WMF has appeared to try to brush that issue under the rug rather than address it with the level of transparency and rigor that I feel it deserves.) Thankfully the level of responsiveness has improved since 2015, but it's incorrect to say that the Board is required to respond to community questions.
The vague nature of the resolution as MZMcBride quotes it makes me uncomfortable. I would suggest revising the language of this resolution so that it is clearer which kinds of changes the Board will require the Executive Director to submit to the WMF Board for approval. I realize that it may seem expedient to grant the Executive Director wide latitude, but I feel that the Board should provide more specificity, particularly given what happened when the Board was apparently so lax with the supervision of the previous Executive Director.
Thanks,
Pine
On Tue, Dec 20, 2016 at 12:48 AM, Christophe Henner chenner@wikimedia.org wrote:
Hey,
Basically it's making the legal team life's easier when they need to do small and/or quick changes. They don't have to go through the whole resolution process to change a comma.
We're still informed and are talking with staff about those changes.
As for responsibility, we decided to delegate responsibility, but at the end of the day we still will have to answer the community's question :)
Have a good day
Christophe
Le 20 déc. 2016 6:50 AM, "MZMcBride" z@mzmcbride.com a écrit :
This is probably of interest to this list.
https://wikimediafoundation.org/wiki/Delegation_of_policy-making_authority
Delegation of policy-making authority
This was approved on December 13, 2016 by the Board of Trustees.
Whereas, the Board of Trustees has traditionally approved certain global Wikimedia Foundation policies (such as the Privacy Policy and Terms of Use) as requested during the July 4, 2004 Board meeting https://wikimediafoundation.org/wiki/Meetings/July_4,_2004;
Whereas, the Wikimedia Foundation Executive Director has authority to conduct the affairs of the Wikimedia Foundation, which includes adopting and implementing policies;
Resolved, the Board hereby delegates the authority to adopt, alter, and revoke policies to the Executive Director, who may further delegate such authority to Wikimedia Foundation staff as they deem appropriate;
Resolved, the Board may continue to review and approve policies for the Wikimedia Foundation upon request to the Executive Director or as required by law.
Approve
Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia Tymkiv, and Alice Wiegand
I wonder how much of this resolution is formalizing what was already happening and how much of this is moving the Wikimedia Foundation in a new direction. After a very tumultuous year at the Wikimedia Foundation, this is certainly a notable development.
I also wonder in what ways this abrupt change will alter the relationship between the editing communities and the Board of Trustees. The Wikimedia Foundation Board of Trustees seems to be committing itself to downsizing its role and responsibilities. The concern is that a change like this will reduce accountability when policies are set, unset, and changed by someone overseeing a large staff that regularly comes in conflict with an even larger set of editing communities. The Executive Director, of course, is unelected and has been a central point of repeated controversies recently. It's been less than a year since the previous Executive Director resigned after being forced out by her staff. In the context of the recent history, this resolution is all the more puzzling.
MZMcBride
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/ wiki/Mailing_lists/Guidelines https://meta.wikimedia.org/%0Awiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/ wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
"My perspective is that the 2015 board was not particularly responsive to community (or WMF employees') questions or input, including questions and input regarding human resources and governance matters. (For example, I still haven't seen a good explanation of why WMF shouldn't undergo a governance review in the wake of Doc James' dismissal; WMF has appeared to try to brush that issue under the rug rather than address it with the level of transparency and rigor that I feel it deserves.)"
Have to agree with Pine here. Some members like Dariusz Jemielniak went out of their way to attempt to address community concerns, but as a whole their response to the craziness of the last year seems to be silence and platitudes.
On Tue, Dec 20, 2016 at 10:14 PM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
I wish it was true that the Board is required to answer the community's questions, but that isn't the case. WMF isn't a membership organization, there isn't a policy that requires the Board to be responsive to community input and questions, and the community has limited ability to influence the Board (though I think it is wise for the Board to listen).
My perspective is that the 2015 board was not particularly responsive to community (or WMF employees') questions or input, including questions and input regarding human resources and governance matters. (For example, I still haven't seen a good explanation of why WMF shouldn't undergo a governance review in the wake of Doc James' dismissal; WMF has appeared to try to brush that issue under the rug rather than address it with the level of transparency and rigor that I feel it deserves.) Thankfully the level of responsiveness has improved since 2015, but it's incorrect to say that the Board is required to respond to community questions.
The vague nature of the resolution as MZMcBride quotes it makes me uncomfortable. I would suggest revising the language of this resolution so that it is clearer which kinds of changes the Board will require the Executive Director to submit to the WMF Board for approval. I realize that it may seem expedient to grant the Executive Director wide latitude, but I feel that the Board should provide more specificity, particularly given what happened when the Board was apparently so lax with the supervision of the previous Executive Director.
Thanks,
Pine
On Tue, Dec 20, 2016 at 12:48 AM, Christophe Henner <chenner@wikimedia.org
wrote:
Hey,
Basically it's making the legal team life's easier when they need to do small and/or quick changes. They don't have to go through the whole resolution process to change a comma.
We're still informed and are talking with staff about those changes.
As for responsibility, we decided to delegate responsibility, but at the end of the day we still will have to answer the community's question :)
Have a good day
Christophe
Le 20 déc. 2016 6:50 AM, "MZMcBride" z@mzmcbride.com a écrit :
This is probably of interest to this list.
making_authority
Delegation of policy-making authority
This was approved on December 13, 2016 by the Board of Trustees.
Whereas, the Board of Trustees has traditionally approved certain global Wikimedia Foundation policies (such as the Privacy Policy and Terms of Use) as requested during the July 4, 2004 Board meeting https://wikimediafoundation.org/wiki/Meetings/July_4,_2004;
Whereas, the Wikimedia Foundation Executive Director has authority to conduct the affairs of the Wikimedia Foundation, which includes adopting and implementing policies;
Resolved, the Board hereby delegates the authority to adopt, alter, and revoke policies to the Executive Director, who may further delegate such authority to Wikimedia Foundation staff as they deem appropriate;
Resolved, the Board may continue to review and approve policies for the Wikimedia Foundation upon request to the Executive Director or as
required
by law.
Approve
Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia Tymkiv, and Alice Wiegand
I wonder how much of this resolution is formalizing what was already happening and how much of this is moving the Wikimedia Foundation in a
new
direction. After a very tumultuous year at the Wikimedia Foundation, this is certainly a notable development.
I also wonder in what ways this abrupt change will alter the relationship between the editing communities and the Board of Trustees. The Wikimedia Foundation Board of Trustees seems to be committing itself to downsizing its role and responsibilities. The concern is that a change like this
will
reduce accountability when policies are set, unset, and changed by
someone
overseeing a large staff that regularly comes in conflict with an even larger set of editing communities. The Executive Director, of course, is unelected and has been a central point of repeated controversies
recently.
It's been less than a year since the previous Executive Director resigned after being forced out by her staff. In the context of the recent
history,
this resolution is all the more puzzling.
MZMcBride
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/ wiki/Mailing_lists/Guidelines https://meta.wikimedia.org/%0Awiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/ wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
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As frustrating as the drama was at the beginning of the year for us, I'd prefer to get one well considered story from someone like Dariusz, rather than a mishmash of uncoordinated replies that have some inconsequential contradictions in them for people to obsess over. Sometimes too much communication begins to obscure the message.
Cheers, Craig
On 21 December 2016 at 13:44, Robert Fernandez wikigamaliel@gmail.com wrote:
"My perspective is that the 2015 board was not particularly responsive to community (or WMF employees') questions or input, including questions and input regarding human resources and governance matters. (For example, I still haven't seen a good explanation of why WMF shouldn't undergo a governance review in the wake of Doc James' dismissal; WMF has appeared to try to brush that issue under the rug rather than address it with the level of transparency and rigor that I feel it deserves.)"
Have to agree with Pine here. Some members like Dariusz Jemielniak went out of their way to attempt to address community concerns, but as a whole their response to the craziness of the last year seems to be silence and platitudes.
On Tue, Dec 20, 2016 at 10:14 PM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
I wish it was true that the Board is required to answer the community's questions, but that isn't the case. WMF isn't a membership organization, there isn't a policy that requires the Board to be responsive to
community
input and questions, and the community has limited ability to influence
the
Board (though I think it is wise for the Board to listen).
My perspective is that the 2015 board was not particularly responsive to community (or WMF employees') questions or input, including questions and input regarding human resources and governance matters. (For example, I still haven't seen a good explanation of why WMF shouldn't undergo a governance review in the wake of Doc James' dismissal; WMF has appeared
to
try to brush that issue under the rug rather than address it with the
level
of transparency and rigor that I feel it deserves.) Thankfully the level
of
responsiveness has improved since 2015, but it's incorrect to say that
the
Board is required to respond to community questions.
The vague nature of the resolution as MZMcBride quotes it makes me uncomfortable. I would suggest revising the language of this resolution
so
that it is clearer which kinds of changes the Board will require the Executive Director to submit to the WMF Board for approval. I realize
that
it may seem expedient to grant the Executive Director wide latitude, but
I
feel that the Board should provide more specificity, particularly given what happened when the Board was apparently so lax with the supervision
of
the previous Executive Director.
Thanks,
Pine
On Tue, Dec 20, 2016 at 12:48 AM, Christophe Henner <
chenner@wikimedia.org
wrote:
Hey,
Basically it's making the legal team life's easier when they need to do small and/or quick changes. They don't have to go through the whole resolution process to change a comma.
We're still informed and are talking with staff about those changes.
As for responsibility, we decided to delegate responsibility, but at
the
end of the day we still will have to answer the community's question :)
Have a good day
Christophe
Le 20 déc. 2016 6:50 AM, "MZMcBride" z@mzmcbride.com a écrit :
This is probably of interest to this list.
making_authority
Delegation of policy-making authority
This was approved on December 13, 2016 by the Board of Trustees.
Whereas, the Board of Trustees has traditionally approved certain
global
Wikimedia Foundation policies (such as the Privacy Policy and Terms of Use) as requested during the July 4, 2004 Board meeting https://wikimediafoundation.org/wiki/Meetings/July_4,_2004;
Whereas, the Wikimedia Foundation Executive Director has authority to conduct the affairs of the Wikimedia Foundation, which includes
adopting
and implementing policies;
Resolved, the Board hereby delegates the authority to adopt, alter, and revoke policies to the Executive Director, who may further delegate
such
authority to Wikimedia Foundation staff as they deem appropriate;
Resolved, the Board may continue to review and approve policies for the Wikimedia Foundation upon request to the Executive Director or as
required
by law.
Approve
Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia
Tymkiv,
and Alice Wiegand
I wonder how much of this resolution is formalizing what was already happening and how much of this is moving the Wikimedia Foundation in a
new
direction. After a very tumultuous year at the Wikimedia Foundation,
this
is certainly a notable development.
I also wonder in what ways this abrupt change will alter the
relationship
between the editing communities and the Board of Trustees. The
Wikimedia
Foundation Board of Trustees seems to be committing itself to
downsizing
its role and responsibilities. The concern is that a change like this
will
reduce accountability when policies are set, unset, and changed by
someone
overseeing a large staff that regularly comes in conflict with an even larger set of editing communities. The Executive Director, of course,
is
unelected and has been a central point of repeated controversies
recently.
It's been less than a year since the previous Executive Director
resigned
after being forced out by her staff. In the context of the recent
history,
this resolution is all the more puzzling.
MZMcBride
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/ wiki/Mailing_lists/Guidelines https://meta.wikimedia.org/%0Awiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/ wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
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hi Craig,
On Wed, Dec 21, 2016 at 5:18 AM, Craig Franklin cfranklin@halonetwork.net wrote:
As frustrating as the drama was at the beginning of the year for us, I'd prefer to get one well considered story from someone like Dariusz, rather than a mishmash of uncoordinated replies that have some inconsequential contradictions in them for people to obsess over. Sometimes too much communication begins to obscure the message.
Many thanks! I think we should have a conversation e.g. at Wikimania sometime, in order to seriously reflect on the past and also try to make it a more generalized learning experience. In fact, such a session, involving various stakeholders (trustees, staff mebers, chapter representatives, volunteers, etc.) could be quite useful anyway, and become a sensible tradition every year.
However, for various reasons, there may be huge gaps in what a historic narrative can contain. In my personal view, it may be also more useful to try to focus on learnings for the future.
best,
dariusz
Hi Pine,
If you don't mind I will address your different points separately.
First, the resolution and its context. "Supervising" the ED is indeed a board duty, but this supervision must not become micro-management. That resolution provides staff the liberty to do their work more efficiently. It doesn't remove our duty of oversight.
I feel like you think delegating negates ones ability to provide supervision, I would tend to think otherwise as delegating free time and energy to focus on the core roles of a board.
Second, the requirements to answer the community. I'm sorry, here I answered quite spontaneously, you are right nothing forces us to.
But, as I've said in my candidacy and in public some time I believe we have, as WMF board, a leadership duty. And I also believe you lead by example. I've always believed, in the movement, we are all partners. We need each other to push forward our mission. You treat partners the way yourself want to be treated by them. That is why I believe it is important to communicate. It doesn't mean we have to see eye to eye on everything but that when a question rise we should answer as much as we can. That's something I've said to nearly everyone who reached out to me in the past few month privately, my answer perhaps won't be the one you want, but at least there will be an answer and an explanation every time I can. Like right now actually :D
Finally, regarding board governance review, Natalia, as chair of the BGC, published minutes of our meetings[1], and that is a key topic we address and not push aside. That being said it will be a board review, not one on that specific event. We will be able to provide more information on that topic soon I think :)
I hope I answered your questions.
[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_ Board_Governance_Committee
Christophe HENNER Chair of the board of trustees chenner@wikimedia.org +33650664739 <+33%206%2050%2066%2047%2039>
twitter *@schiste* skype *christophe_henner*
On Wed, Dec 21, 2016 at 4:14 AM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
I wish it was true that the Board is required to answer the community's questions, but that isn't the case. WMF isn't a membership organization, there isn't a policy that requires the Board to be responsive to community input and questions, and the community has limited ability to influence the Board (though I think it is wise for the Board to listen).
My perspective is that the 2015 board was not particularly responsive to community (or WMF employees') questions or input, including questions and input regarding human resources and governance matters. (For example, I still haven't seen a good explanation of why WMF shouldn't undergo a governance review in the wake of Doc James' dismissal; WMF has appeared to try to brush that issue under the rug rather than address it with the level of transparency and rigor that I feel it deserves.) Thankfully the level of responsiveness has improved since 2015, but it's incorrect to say that the Board is required to respond to community questions.
The vague nature of the resolution as MZMcBride quotes it makes me uncomfortable. I would suggest revising the language of this resolution so that it is clearer which kinds of changes the Board will require the Executive Director to submit to the WMF Board for approval. I realize that it may seem expedient to grant the Executive Director wide latitude, but I feel that the Board should provide more specificity, particularly given what happened when the Board was apparently so lax with the supervision of the previous Executive Director.
Thanks,
Pine
On Tue, Dec 20, 2016 at 12:48 AM, Christophe Henner <chenner@wikimedia.org
wrote:
Hey,
Basically it's making the legal team life's easier when they need to do small and/or quick changes. They don't have to go through the whole resolution process to change a comma.
We're still informed and are talking with staff about those changes.
As for responsibility, we decided to delegate responsibility, but at the end of the day we still will have to answer the community's question :)
Have a good day
Christophe
Le 20 déc. 2016 6:50 AM, "MZMcBride" z@mzmcbride.com a écrit :
This is probably of interest to this list.
https://wikimediafoundation.org/wiki/Delegation_of_policy-ma
king_authority
Delegation of policy-making authority
This was approved on December 13, 2016 by the Board of Trustees.
Whereas, the Board of Trustees has traditionally approved certain global Wikimedia Foundation policies (such as the Privacy Policy and Terms of Use) as requested during the July 4, 2004 Board meeting https://wikimediafoundation.org/wiki/Meetings/July_4,_2004;
Whereas, the Wikimedia Foundation Executive Director has authority to conduct the affairs of the Wikimedia Foundation, which includes adopting and implementing policies;
Resolved, the Board hereby delegates the authority to adopt, alter, and revoke policies to the Executive Director, who may further delegate such authority to Wikimedia Foundation staff as they deem appropriate;
Resolved, the Board may continue to review and approve policies for the Wikimedia Foundation upon request to the Executive Director or as
required
by law.
Approve
Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia Tymkiv, and Alice Wiegand
I wonder how much of this resolution is formalizing what was already happening and how much of this is moving the Wikimedia Foundation in a
new
direction. After a very tumultuous year at the Wikimedia Foundation, this is certainly a notable development.
I also wonder in what ways this abrupt change will alter the relationship between the editing communities and the Board of Trustees. The Wikimedia Foundation Board of Trustees seems to be committing itself to downsizing its role and responsibilities. The concern is that a change like this
will
reduce accountability when policies are set, unset, and changed by
someone
overseeing a large staff that regularly comes in conflict with an even larger set of editing communities. The Executive Director, of course, is unelected and has been a central point of repeated controversies
recently.
It's been less than a year since the previous Executive Director resigned after being forced out by her staff. In the context of the recent
history,
this resolution is all the more puzzling.
MZMcBride
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/ wiki/Mailing_lists/Guidelines https://meta.wikimedia.org/%0Awiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/ wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
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On Tue, Dec 20, 2016 at 10:45 PM, Christophe Henner chenner@wikimedia.org wrote:
First, the resolution and its context. "Supervising" the ED is indeed a board duty, but this supervision must not become micro-management. That resolution provides staff the liberty to do their work more efficiently. It doesn't remove our duty of oversight.
The board has implemented a fairly small number of policies over the years (and an even smaller number that are actually applicable to the projects). As a general rule, our projects are governed by their communities. I think people are going to be a little worried about anything that looks like it might facilitate centralized policy-making.
Hi Christophe, all,
I wonder, was there an urgency to pass this resolution, or did I miss the invitation for community members to give input on this proposal? It doesn't look particularly sensitive so that it couldn't be shared in advance. It has potentially direct impact on the functioning of the community. Seems like a typical example where requesting input could be valuable. So I'd like to understand the thinking behind the chosen process a little better.
Basically I'd have liked the discussion in this thread to have been part of the considerations, rather than a response to the resolution.
Thanks, Lodewijk
2016-12-21 4:45 GMT+01:00 Christophe Henner chenner@wikimedia.org:
Hi Pine,
If you don't mind I will address your different points separately.
First, the resolution and its context. "Supervising" the ED is indeed a board duty, but this supervision must not become micro-management. That resolution provides staff the liberty to do their work more efficiently. It doesn't remove our duty of oversight.
I feel like you think delegating negates ones ability to provide supervision, I would tend to think otherwise as delegating free time and energy to focus on the core roles of a board.
Second, the requirements to answer the community. I'm sorry, here I answered quite spontaneously, you are right nothing forces us to.
But, as I've said in my candidacy and in public some time I believe we have, as WMF board, a leadership duty. And I also believe you lead by example. I've always believed, in the movement, we are all partners. We need each other to push forward our mission. You treat partners the way yourself want to be treated by them. That is why I believe it is important to communicate. It doesn't mean we have to see eye to eye on everything but that when a question rise we should answer as much as we can. That's something I've said to nearly everyone who reached out to me in the past few month privately, my answer perhaps won't be the one you want, but at least there will be an answer and an explanation every time I can. Like right now actually :D
Finally, regarding board governance review, Natalia, as chair of the BGC, published minutes of our meetings[1], and that is a key topic we address and not push aside. That being said it will be a board review, not one on that specific event. We will be able to provide more information on that topic soon I think :)
I hope I answered your questions.
[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_ Board_Governance_Committee
Christophe HENNER Chair of the board of trustees chenner@wikimedia.org +33650664739 <+33%206%2050%2066%2047%2039>
twitter *@schiste* skype *christophe_henner*
On Wed, Dec 21, 2016 at 4:14 AM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
I wish it was true that the Board is required to answer the community's questions, but that isn't the case. WMF isn't a membership organization, there isn't a policy that requires the Board to be responsive to
community
input and questions, and the community has limited ability to influence
the
Board (though I think it is wise for the Board to listen).
My perspective is that the 2015 board was not particularly responsive to community (or WMF employees') questions or input, including questions and input regarding human resources and governance matters. (For example, I still haven't seen a good explanation of why WMF shouldn't undergo a governance review in the wake of Doc James' dismissal; WMF has appeared
to
try to brush that issue under the rug rather than address it with the
level
of transparency and rigor that I feel it deserves.) Thankfully the level
of
responsiveness has improved since 2015, but it's incorrect to say that
the
Board is required to respond to community questions.
The vague nature of the resolution as MZMcBride quotes it makes me uncomfortable. I would suggest revising the language of this resolution
so
that it is clearer which kinds of changes the Board will require the Executive Director to submit to the WMF Board for approval. I realize
that
it may seem expedient to grant the Executive Director wide latitude, but
I
feel that the Board should provide more specificity, particularly given what happened when the Board was apparently so lax with the supervision
of
the previous Executive Director.
Thanks,
Pine
On Tue, Dec 20, 2016 at 12:48 AM, Christophe Henner <
chenner@wikimedia.org
wrote:
Hey,
Basically it's making the legal team life's easier when they need to do small and/or quick changes. They don't have to go through the whole resolution process to change a comma.
We're still informed and are talking with staff about those changes.
As for responsibility, we decided to delegate responsibility, but at
the
end of the day we still will have to answer the community's question :)
Have a good day
Christophe
Le 20 déc. 2016 6:50 AM, "MZMcBride" z@mzmcbride.com a écrit :
This is probably of interest to this list.
https://wikimediafoundation.org/wiki/Delegation_of_policy-ma
king_authority
Delegation of policy-making authority
This was approved on December 13, 2016 by the Board of Trustees.
Whereas, the Board of Trustees has traditionally approved certain
global
Wikimedia Foundation policies (such as the Privacy Policy and Terms of Use) as requested during the July 4, 2004 Board meeting https://wikimediafoundation.org/wiki/Meetings/July_4,_2004;
Whereas, the Wikimedia Foundation Executive Director has authority to conduct the affairs of the Wikimedia Foundation, which includes
adopting
and implementing policies;
Resolved, the Board hereby delegates the authority to adopt, alter, and revoke policies to the Executive Director, who may further delegate
such
authority to Wikimedia Foundation staff as they deem appropriate;
Resolved, the Board may continue to review and approve policies for the Wikimedia Foundation upon request to the Executive Director or as
required
by law.
Approve
Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia
Tymkiv,
and Alice Wiegand
I wonder how much of this resolution is formalizing what was already happening and how much of this is moving the Wikimedia Foundation in a
new
direction. After a very tumultuous year at the Wikimedia Foundation,
this
is certainly a notable development.
I also wonder in what ways this abrupt change will alter the
relationship
between the editing communities and the Board of Trustees. The
Wikimedia
Foundation Board of Trustees seems to be committing itself to
downsizing
its role and responsibilities. The concern is that a change like this
will
reduce accountability when policies are set, unset, and changed by
someone
overseeing a large staff that regularly comes in conflict with an even larger set of editing communities. The Executive Director, of course,
is
unelected and has been a central point of repeated controversies
recently.
It's been less than a year since the previous Executive Director
resigned
after being forced out by her staff. In the context of the recent
history,
this resolution is all the more puzzling.
MZMcBride
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/ wiki/Mailing_lists/Guidelines https://meta.wikimedia.org/%0Awiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/ wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
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Hey,
I feel there might be a misunderstanding here :)
Legal team has, for a long time now, always worked with the community on policy updates.
I don't see that changing.
This is a technical / legal delegation. I fail to see what community input could have brought. We needed to be able to make changes to policies more easily, it is now possible.
Does this mean it changes everything else, no.
Le 21 déc. 2016 11:24 PM, "Lodewijk" lodewijk@effeietsanders.org a écrit :
Hi Christophe, all,
I wonder, was there an urgency to pass this resolution, or did I miss the invitation for community members to give input on this proposal? It doesn't look particularly sensitive so that it couldn't be shared in advance. It has potentially direct impact on the functioning of the community. Seems like a typical example where requesting input could be valuable. So I'd like to understand the thinking behind the chosen process a little better.
Basically I'd have liked the discussion in this thread to have been part of the considerations, rather than a response to the resolution.
Thanks, Lodewijk
2016-12-21 4:45 GMT+01:00 Christophe Henner chenner@wikimedia.org:
Hi Pine,
If you don't mind I will address your different points separately.
First, the resolution and its context. "Supervising" the ED is indeed a board duty, but this supervision must not become micro-management. That resolution provides staff the liberty to do their work more efficiently.
It
doesn't remove our duty of oversight.
I feel like you think delegating negates ones ability to provide supervision, I would tend to think otherwise as delegating free time and energy to focus on the core roles of a board.
Second, the requirements to answer the community. I'm sorry, here I answered quite spontaneously, you are right nothing forces us to.
But, as I've said in my candidacy and in public some time I believe we have, as WMF board, a leadership duty. And I also believe you lead by example. I've always believed, in the movement, we are all partners. We need each other to push forward our mission. You treat partners the way yourself want to be treated by them. That is why I believe it is important to communicate. It doesn't mean we have to see eye to eye on everything
but
that when a question rise we should answer as much as we can. That's something I've said to nearly everyone who reached out to me in the past few month privately, my answer perhaps won't be the one you want, but at least there will be an answer and an explanation every time I can. Like right now actually :D
Finally, regarding board governance review, Natalia, as chair of the BGC, published minutes of our meetings[1], and that is a key topic we address and not push aside. That being said it will be a board review, not one on that specific event. We will be able to provide more information on that topic soon I think :)
I hope I answered your questions.
[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_ Board_Governance_Committee
Christophe HENNER Chair of the board of trustees chenner@wikimedia.org +33650664739 <+33%206%2050%2066%2047%2039>
twitter *@schiste* skype *christophe_henner*
On Wed, Dec 21, 2016 at 4:14 AM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
I wish it was true that the Board is required to answer the community's questions, but that isn't the case. WMF isn't a membership organization, there isn't a policy that requires the Board to be responsive to
community
input and questions, and the community has limited ability to influence
the
Board (though I think it is wise for the Board to listen).
My perspective is that the 2015 board was not particularly responsive to community (or WMF employees') questions or input, including questions
and
input regarding human resources and governance matters. (For example, I still haven't seen a good explanation of why WMF shouldn't undergo a governance review in the wake of Doc James' dismissal; WMF has appeared
to
try to brush that issue under the rug rather than address it with the
level
of transparency and rigor that I feel it deserves.) Thankfully the level
of
responsiveness has improved since 2015, but it's incorrect to say that
the
Board is required to respond to community questions.
The vague nature of the resolution as MZMcBride quotes it makes me uncomfortable. I would suggest revising the language of this resolution
so
that it is clearer which kinds of changes the Board will require the Executive Director to submit to the WMF Board for approval. I realize
that
it may seem expedient to grant the Executive Director wide latitude, but
I
feel that the Board should provide more specificity, particularly given what happened when the Board was apparently so lax with the supervision
of
the previous Executive Director.
Thanks,
Pine
On Tue, Dec 20, 2016 at 12:48 AM, Christophe Henner <
chenner@wikimedia.org
wrote:
Hey,
Basically it's making the legal team life's easier when they need to
do
small and/or quick changes. They don't have to go through the whole resolution process to change a comma.
We're still informed and are talking with staff about those changes.
As for responsibility, we decided to delegate responsibility, but at
the
end of the day we still will have to answer the community's question
:)
Have a good day
Christophe
Le 20 déc. 2016 6:50 AM, "MZMcBride" z@mzmcbride.com a écrit :
This is probably of interest to this list.
https://wikimediafoundation.org/wiki/Delegation_of_policy-ma
king_authority
Delegation of policy-making authority
This was approved on December 13, 2016 by the Board of Trustees.
Whereas, the Board of Trustees has traditionally approved certain
global
Wikimedia Foundation policies (such as the Privacy Policy and Terms of Use) as requested during the July 4, 2004 Board meeting https://wikimediafoundation.org/wiki/Meetings/July_4,_2004;
Whereas, the Wikimedia Foundation Executive Director has authority to conduct the affairs of the Wikimedia Foundation, which includes
adopting
and implementing policies;
Resolved, the Board hereby delegates the authority to adopt, alter,
and
revoke policies to the Executive Director, who may further delegate
such
authority to Wikimedia Foundation staff as they deem appropriate;
Resolved, the Board may continue to review and approve policies for
the
Wikimedia Foundation upon request to the Executive Director or as
required
by law.
Approve
Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia
Tymkiv,
and Alice Wiegand
I wonder how much of this resolution is formalizing what was already happening and how much of this is moving the Wikimedia Foundation in a
new
direction. After a very tumultuous year at the Wikimedia Foundation,
this
is certainly a notable development.
I also wonder in what ways this abrupt change will alter the
relationship
between the editing communities and the Board of Trustees. The
Wikimedia
Foundation Board of Trustees seems to be committing itself to
downsizing
its role and responsibilities. The concern is that a change like this
will
reduce accountability when policies are set, unset, and changed by
someone
overseeing a large staff that regularly comes in conflict with an even larger set of editing communities. The Executive Director, of course,
is
unelected and has been a central point of repeated controversies
recently.
It's been less than a year since the previous Executive Director
resigned
after being forced out by her staff. In the context of the recent
history,
this resolution is all the more puzzling.
MZMcBride
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/ wiki/Mailing_lists/Guidelines https://meta.wikimedia.org/%0Awiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/ wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
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Hi Christophe,
I'm afraid that does not answer my question. If it changes absolutely nothing, it would be an unnecessary resolution. So surely there is *something* that changes (and that doesn't have to be a bad thing), such as improved clarity or legal certainty. But probably you're right - and this is more symbolic than anything else. And in that sense your response also feels more symbolic than anything else.
If your statement 'I fail to see what community input could have brought' truly reflects your opinion, that is quite saddening, and what I feared but did not want to assume. It would be honest though, because it implies that you wouldn't have changed your mind no matter what unimagined facts and arguments the community may have come up with.
The argument that the decision makers cannot imagine what the stakeholders could bring to the discussion reflects an attitude that you have all the facts - a denial that there may be things that you don't know to not know.
I hope this is an unfortunate glitch (which can happen).
Best, Lodewijk
2016-12-22 8:13 GMT+01:00 Christophe Henner chenner@wikimedia.org:
Hey,
I feel there might be a misunderstanding here :)
Legal team has, for a long time now, always worked with the community on policy updates.
I don't see that changing.
This is a technical / legal delegation. I fail to see what community input could have brought. We needed to be able to make changes to policies more easily, it is now possible.
Does this mean it changes everything else, no.
Le 21 déc. 2016 11:24 PM, "Lodewijk" lodewijk@effeietsanders.org a écrit :
Hi Christophe, all,
I wonder, was there an urgency to pass this resolution, or did I miss the invitation for community members to give input on this proposal? It doesn't look particularly sensitive so that it couldn't be shared in advance. It has potentially direct impact on the functioning of the community. Seems like a typical example where requesting input could be valuable. So I'd like to understand the thinking behind the chosen process a little better.
Basically I'd have liked the discussion in this thread to have been part of the considerations, rather than a response to the resolution.
Thanks, Lodewijk
2016-12-21 4:45 GMT+01:00 Christophe Henner chenner@wikimedia.org:
Hi Pine,
If you don't mind I will address your different points separately.
First, the resolution and its context. "Supervising" the ED is indeed a board duty, but this supervision must not become micro-management. That resolution provides staff the liberty to do their work more efficiently.
It
doesn't remove our duty of oversight.
I feel like you think delegating negates ones ability to provide supervision, I would tend to think otherwise as delegating free time and energy to focus on the core roles of a board.
Second, the requirements to answer the community. I'm sorry, here I answered quite spontaneously, you are right nothing forces us to.
But, as I've said in my candidacy and in public some time I believe we have, as WMF board, a leadership duty. And I also believe you lead by example. I've always believed, in the movement, we are all partners. We need each other to push forward our mission. You treat partners the way yourself want to be treated by them. That is why I believe it is
important
to communicate. It doesn't mean we have to see eye to eye on everything
but
that when a question rise we should answer as much as we can. That's something I've said to nearly everyone who reached out to me in the past few month privately, my answer perhaps won't be the one you want, but at least there will be an answer and an explanation every time I can. Like right now actually :D
Finally, regarding board governance review, Natalia, as chair of the BGC, published minutes of our meetings[1], and that is a key topic we address and not push aside. That being said it will be a board review, not one on that specific event. We will be able to provide more information on that topic soon I think :)
I hope I answered your questions.
[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_ Board_Governance_Committee
Christophe HENNER Chair of the board of trustees chenner@wikimedia.org +33650664739 <+33%206%2050%2066%2047%2039>
twitter *@schiste* skype *christophe_henner*
On Wed, Dec 21, 2016 at 4:14 AM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
I wish it was true that the Board is required to answer the community's questions, but that isn't the case. WMF isn't a membership
organization,
there isn't a policy that requires the Board to be responsive to
community
input and questions, and the community has limited ability to influence
the
Board (though I think it is wise for the Board to listen).
My perspective is that the 2015 board was not particularly responsive
to
community (or WMF employees') questions or input, including questions
and
input regarding human resources and governance matters. (For example, I still haven't seen a good explanation of why WMF shouldn't undergo a governance review in the wake of Doc James' dismissal; WMF has appeared
to
try to brush that issue under the rug rather than address it with the
level
of transparency and rigor that I feel it deserves.) Thankfully the
level
of
responsiveness has improved since 2015, but it's incorrect to say that
the
Board is required to respond to community questions.
The vague nature of the resolution as MZMcBride quotes it makes me uncomfortable. I would suggest revising the language of this resolution
so
that it is clearer which kinds of changes the Board will require the Executive Director to submit to the WMF Board for approval. I realize
that
it may seem expedient to grant the Executive Director wide latitude,
but
I
feel that the Board should provide more specificity, particularly given what happened when the Board was apparently so lax with the supervision
of
the previous Executive Director.
Thanks,
Pine
On Tue, Dec 20, 2016 at 12:48 AM, Christophe Henner <
chenner@wikimedia.org
wrote:
Hey,
Basically it's making the legal team life's easier when they need to
do
small and/or quick changes. They don't have to go through the whole resolution process to change a comma.
We're still informed and are talking with staff about those changes.
As for responsibility, we decided to delegate responsibility, but at
the
end of the day we still will have to answer the community's question
:)
Have a good day
Christophe
Le 20 déc. 2016 6:50 AM, "MZMcBride" z@mzmcbride.com a écrit :
This is probably of interest to this list.
https://wikimediafoundation.org/wiki/Delegation_of_policy-ma
king_authority
Delegation of policy-making authority
This was approved on December 13, 2016 by the Board of Trustees.
Whereas, the Board of Trustees has traditionally approved certain
global
Wikimedia Foundation policies (such as the Privacy Policy and Terms
of
Use) as requested during the July 4, 2004 Board meeting https://wikimediafoundation.org/wiki/Meetings/July_4,_2004;
Whereas, the Wikimedia Foundation Executive Director has authority to conduct the affairs of the Wikimedia Foundation, which includes
adopting
and implementing policies;
Resolved, the Board hereby delegates the authority to adopt, alter,
and
revoke policies to the Executive Director, who may further delegate
such
authority to Wikimedia Foundation staff as they deem appropriate;
Resolved, the Board may continue to review and approve policies for
the
Wikimedia Foundation upon request to the Executive Director or as
required
by law.
Approve
Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia
Tymkiv,
and Alice Wiegand
I wonder how much of this resolution is formalizing what was already happening and how much of this is moving the Wikimedia Foundation in
a
new
direction. After a very tumultuous year at the Wikimedia Foundation,
this
is certainly a notable development.
I also wonder in what ways this abrupt change will alter the
relationship
between the editing communities and the Board of Trustees. The
Wikimedia
Foundation Board of Trustees seems to be committing itself to
downsizing
its role and responsibilities. The concern is that a change like this
will
reduce accountability when policies are set, unset, and changed by
someone
overseeing a large staff that regularly comes in conflict with an
even
larger set of editing communities. The Executive Director, of course,
is
unelected and has been a central point of repeated controversies
recently.
It's been less than a year since the previous Executive Director
resigned
after being forced out by her staff. In the context of the recent
history,
this resolution is all the more puzzling.
MZMcBride
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Personally I'd argue that WMF should only spend their (and everyone's) time and energy on consultation when it's a substantive issue.
Chris
On Thu, Dec 22, 2016 at 9:59 AM, Lodewijk lodewijk@effeietsanders.org wrote:
Hi Christophe,
I'm afraid that does not answer my question. If it changes absolutely nothing, it would be an unnecessary resolution. So surely there is *something* that changes (and that doesn't have to be a bad thing), such as improved clarity or legal certainty. But probably you're right - and this is more symbolic than anything else. And in that sense your response also feels more symbolic than anything else.
If your statement 'I fail to see what community input could have brought' truly reflects your opinion, that is quite saddening, and what I feared but did not want to assume. It would be honest though, because it implies that you wouldn't have changed your mind no matter what unimagined facts and arguments the community may have come up with.
The argument that the decision makers cannot imagine what the stakeholders could bring to the discussion reflects an attitude that you have all the facts - a denial that there may be things that you don't know to not know.
I hope this is an unfortunate glitch (which can happen).
Best, Lodewijk
2016-12-22 8:13 GMT+01:00 Christophe Henner chenner@wikimedia.org:
Hey,
I feel there might be a misunderstanding here :)
Legal team has, for a long time now, always worked with the community on policy updates.
I don't see that changing.
This is a technical / legal delegation. I fail to see what community
input
could have brought. We needed to be able to make changes to policies more easily, it is now possible.
Does this mean it changes everything else, no.
Le 21 déc. 2016 11:24 PM, "Lodewijk" lodewijk@effeietsanders.org a écrit :
Hi Christophe, all,
I wonder, was there an urgency to pass this resolution, or did I miss the invitation for community members to give input on this proposal? It
doesn't
look particularly sensitive so that it couldn't be shared in advance. It has potentially direct impact on the functioning of the community. Seems like a typical example where requesting input could be valuable. So I'd like to understand the thinking behind the chosen process a little
better.
Basically I'd have liked the discussion in this thread to have been part
of
the considerations, rather than a response to the resolution.
Thanks, Lodewijk
2016-12-21 4:45 GMT+01:00 Christophe Henner chenner@wikimedia.org:
Hi Pine,
If you don't mind I will address your different points separately.
First, the resolution and its context. "Supervising" the ED is indeed a board duty, but this supervision must not become micro-management. That resolution provides staff the liberty to do their work more
efficiently.
It
doesn't remove our duty of oversight.
I feel like you think delegating negates ones ability to provide supervision, I would tend to think otherwise as delegating free time
and
energy to focus on the core roles of a board.
Second, the requirements to answer the community. I'm sorry, here I answered quite spontaneously, you are right nothing forces us to.
But, as I've said in my candidacy and in public some time I believe we have, as WMF board, a leadership duty. And I also believe you lead by example. I've always believed, in the movement, we are all partners. We need each other to push forward our mission. You treat partners the way yourself want to be treated by them. That is why I believe it is
important
to communicate. It doesn't mean we have to see eye to eye on everything
but
that when a question rise we should answer as much as we can. That's something I've said to nearly everyone who reached out to me in the
past
few month privately, my answer perhaps won't be the one you want, but
at
least there will be an answer and an explanation every time I can. Like right now actually :D
Finally, regarding board governance review, Natalia, as chair of the
BGC,
published minutes of our meetings[1], and that is a key topic we
address
and not push aside. That being said it will be a board review, not one
on
that specific event. We will be able to provide more information on
that
topic soon I think :)
I hope I answered your questions.
[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_ Board_Governance_Committee
Christophe HENNER Chair of the board of trustees chenner@wikimedia.org +33650664739 <+33%206%2050%2066%2047%2039>
twitter *@schiste* skype *christophe_henner*
On Wed, Dec 21, 2016 at 4:14 AM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
I wish it was true that the Board is required to answer the
community's
questions, but that isn't the case. WMF isn't a membership
organization,
there isn't a policy that requires the Board to be responsive to
community
input and questions, and the community has limited ability to
influence
the
Board (though I think it is wise for the Board to listen).
My perspective is that the 2015 board was not particularly responsive
to
community (or WMF employees') questions or input, including questions
and
input regarding human resources and governance matters. (For
example, I
still haven't seen a good explanation of why WMF shouldn't undergo a governance review in the wake of Doc James' dismissal; WMF has
appeared
to
try to brush that issue under the rug rather than address it with the
level
of transparency and rigor that I feel it deserves.) Thankfully the
level
of
responsiveness has improved since 2015, but it's incorrect to say
that
the
Board is required to respond to community questions.
The vague nature of the resolution as MZMcBride quotes it makes me uncomfortable. I would suggest revising the language of this
resolution
so
that it is clearer which kinds of changes the Board will require the Executive Director to submit to the WMF Board for approval. I realize
that
it may seem expedient to grant the Executive Director wide latitude,
but
I
feel that the Board should provide more specificity, particularly
given
what happened when the Board was apparently so lax with the
supervision
of
the previous Executive Director.
Thanks,
Pine
On Tue, Dec 20, 2016 at 12:48 AM, Christophe Henner <
chenner@wikimedia.org
wrote:
Hey,
Basically it's making the legal team life's easier when they need
to
do
small and/or quick changes. They don't have to go through the whole resolution process to change a comma.
We're still informed and are talking with staff about those
changes.
As for responsibility, we decided to delegate responsibility, but
at
the
end of the day we still will have to answer the community's
question
:)
Have a good day
Christophe
Le 20 déc. 2016 6:50 AM, "MZMcBride" z@mzmcbride.com a écrit :
This is probably of interest to this list.
https://wikimediafoundation.org/wiki/Delegation_of_policy-ma
king_authority
Delegation of policy-making authority
This was approved on December 13, 2016 by the Board of Trustees.
Whereas, the Board of Trustees has traditionally approved certain
global
Wikimedia Foundation policies (such as the Privacy Policy and Terms
of
Use) as requested during the July 4, 2004 Board meeting https://wikimediafoundation.org/wiki/Meetings/July_4,_2004;
Whereas, the Wikimedia Foundation Executive Director has authority
to
conduct the affairs of the Wikimedia Foundation, which includes
adopting
and implementing policies;
Resolved, the Board hereby delegates the authority to adopt, alter,
and
revoke policies to the Executive Director, who may further delegate
such
authority to Wikimedia Foundation staff as they deem appropriate;
Resolved, the Board may continue to review and approve policies for
the
Wikimedia Foundation upon request to the Executive Director or as
required
by law.
Approve
Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia
Tymkiv,
and Alice Wiegand
I wonder how much of this resolution is formalizing what was
already
happening and how much of this is moving the Wikimedia Foundation
in
a
new
direction. After a very tumultuous year at the Wikimedia
Foundation,
this
is certainly a notable development.
I also wonder in what ways this abrupt change will alter the
relationship
between the editing communities and the Board of Trustees. The
Wikimedia
Foundation Board of Trustees seems to be committing itself to
downsizing
its role and responsibilities. The concern is that a change like
this
will
reduce accountability when policies are set, unset, and changed by
someone
overseeing a large staff that regularly comes in conflict with an
even
larger set of editing communities. The Executive Director, of
course,
is
unelected and has been a central point of repeated controversies
recently.
It's been less than a year since the previous Executive Director
resigned
after being forced out by her staff. In the context of the recent
history,
this resolution is all the more puzzling.
MZMcBride
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Hi Chris,
I'd argue instead that we should strive to a consultation model or structure so that it doesn't cost so much time and energy, that we limit it to huge and obvious issues.
This is a very broadly phrased resolution, that I cannot out of hand oversee the consequences of. The core of the resolution is: "Resolved, the Board hereby delegates the authority to adopt, alter, and revoke policies to the Executive Director, who may further delegate such authority to Wikimedia Foundation staff as they deem appropriate;". The balancing statement only speaks of policies for the Wikimedia Foundation. A possible reading of this would be that the board now delegated basically all authority (which is mostly symbolic, I guess) over community and affiliation issues to the ED. It is unclear if this, for example, includes affiliation approval.
Best, Lodewijk
2016-12-22 14:19 GMT+01:00 Chris Keating chriskeatingwiki@gmail.com:
Personally I'd argue that WMF should only spend their (and everyone's) time and energy on consultation when it's a substantive issue.
Chris
On Thu, Dec 22, 2016 at 9:59 AM, Lodewijk lodewijk@effeietsanders.org wrote:
Hi Christophe,
I'm afraid that does not answer my question. If it changes absolutely nothing, it would be an unnecessary resolution. So surely there is *something* that changes (and that doesn't have to be a bad thing), such
as
improved clarity or legal certainty. But probably you're right - and this is more symbolic than anything else. And in that sense your response also feels more symbolic than anything else.
If your statement 'I fail to see what community input could have brought' truly reflects your opinion, that is quite saddening, and what I feared
but
did not want to assume. It would be honest though, because it implies
that
you wouldn't have changed your mind no matter what unimagined facts and arguments the community may have come up with.
The argument that the decision makers cannot imagine what the
stakeholders
could bring to the discussion reflects an attitude that you have all the facts - a denial that there may be things that you don't know to not
know.
I hope this is an unfortunate glitch (which can happen).
Best, Lodewijk
2016-12-22 8:13 GMT+01:00 Christophe Henner chenner@wikimedia.org:
Hey,
I feel there might be a misunderstanding here :)
Legal team has, for a long time now, always worked with the community
on
policy updates.
I don't see that changing.
This is a technical / legal delegation. I fail to see what community
input
could have brought. We needed to be able to make changes to policies
more
easily, it is now possible.
Does this mean it changes everything else, no.
Le 21 déc. 2016 11:24 PM, "Lodewijk" lodewijk@effeietsanders.org a écrit :
Hi Christophe, all,
I wonder, was there an urgency to pass this resolution, or did I miss
the
invitation for community members to give input on this proposal? It
doesn't
look particularly sensitive so that it couldn't be shared in advance.
It
has potentially direct impact on the functioning of the community.
Seems
like a typical example where requesting input could be valuable. So I'd like to understand the thinking behind the chosen process a little
better.
Basically I'd have liked the discussion in this thread to have been
part
of
the considerations, rather than a response to the resolution.
Thanks, Lodewijk
2016-12-21 4:45 GMT+01:00 Christophe Henner chenner@wikimedia.org:
Hi Pine,
If you don't mind I will address your different points separately.
First, the resolution and its context. "Supervising" the ED is
indeed a
board duty, but this supervision must not become micro-management.
That
resolution provides staff the liberty to do their work more
efficiently.
It
doesn't remove our duty of oversight.
I feel like you think delegating negates ones ability to provide supervision, I would tend to think otherwise as delegating free time
and
energy to focus on the core roles of a board.
Second, the requirements to answer the community. I'm sorry, here I answered quite spontaneously, you are right nothing forces us to.
But, as I've said in my candidacy and in public some time I believe
we
have, as WMF board, a leadership duty. And I also believe you lead by example. I've always believed, in the movement, we are all partners.
We
need each other to push forward our mission. You treat partners the
way
yourself want to be treated by them. That is why I believe it is
important
to communicate. It doesn't mean we have to see eye to eye on
everything
but
that when a question rise we should answer as much as we can. That's something I've said to nearly everyone who reached out to me in the
past
few month privately, my answer perhaps won't be the one you want, but
at
least there will be an answer and an explanation every time I can.
Like
right now actually :D
Finally, regarding board governance review, Natalia, as chair of the
BGC,
published minutes of our meetings[1], and that is a key topic we
address
and not push aside. That being said it will be a board review, not
one
on
that specific event. We will be able to provide more information on
that
topic soon I think :)
I hope I answered your questions.
[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_ Board_Governance_Committee
Christophe HENNER Chair of the board of trustees chenner@wikimedia.org +33650664739 <+33%206%2050%2066%2047%2039>
twitter *@schiste* skype *christophe_henner*
On Wed, Dec 21, 2016 at 4:14 AM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
I wish it was true that the Board is required to answer the
community's
questions, but that isn't the case. WMF isn't a membership
organization,
there isn't a policy that requires the Board to be responsive to
community
input and questions, and the community has limited ability to
influence
the
Board (though I think it is wise for the Board to listen).
My perspective is that the 2015 board was not particularly
responsive
to
community (or WMF employees') questions or input, including
questions
and
input regarding human resources and governance matters. (For
example, I
still haven't seen a good explanation of why WMF shouldn't undergo
a
governance review in the wake of Doc James' dismissal; WMF has
appeared
to
try to brush that issue under the rug rather than address it with
the
level
of transparency and rigor that I feel it deserves.) Thankfully the
level
of
responsiveness has improved since 2015, but it's incorrect to say
that
the
Board is required to respond to community questions.
The vague nature of the resolution as MZMcBride quotes it makes me uncomfortable. I would suggest revising the language of this
resolution
so
that it is clearer which kinds of changes the Board will require
the
Executive Director to submit to the WMF Board for approval. I
realize
that
it may seem expedient to grant the Executive Director wide
latitude,
but
I
feel that the Board should provide more specificity, particularly
given
what happened when the Board was apparently so lax with the
supervision
of
the previous Executive Director.
Thanks,
Pine
On Tue, Dec 20, 2016 at 12:48 AM, Christophe Henner <
chenner@wikimedia.org
wrote:
Hey,
Basically it's making the legal team life's easier when they need
to
do
small and/or quick changes. They don't have to go through the
whole
resolution process to change a comma.
We're still informed and are talking with staff about those
changes.
As for responsibility, we decided to delegate responsibility, but
at
the
end of the day we still will have to answer the community's
question
:)
Have a good day
Christophe
Le 20 déc. 2016 6:50 AM, "MZMcBride" z@mzmcbride.com a écrit :
This is probably of interest to this list.
https://wikimediafoundation.org/wiki/Delegation_of_policy-ma
king_authority
Delegation of policy-making authority
This was approved on December 13, 2016 by the Board of Trustees.
Whereas, the Board of Trustees has traditionally approved certain
global
Wikimedia Foundation policies (such as the Privacy Policy and
Terms
of
Use) as requested during the July 4, 2004 Board meeting https://wikimediafoundation.org/wiki/Meetings/July_4,_2004;
Whereas, the Wikimedia Foundation Executive Director has
authority
to
conduct the affairs of the Wikimedia Foundation, which includes
adopting
and implementing policies;
Resolved, the Board hereby delegates the authority to adopt,
alter,
and
revoke policies to the Executive Director, who may further
delegate
such
authority to Wikimedia Foundation staff as they deem appropriate;
Resolved, the Board may continue to review and approve policies
for
the
Wikimedia Foundation upon request to the Executive Director or as
required
by law.
Approve
Christophe Henner (Chair), Maria Sefidari (Vice Chair),
Dariusz
Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia
Tymkiv,
and Alice Wiegand
I wonder how much of this resolution is formalizing what was
already
happening and how much of this is moving the Wikimedia Foundation
in
a
new
direction. After a very tumultuous year at the Wikimedia
Foundation,
this
is certainly a notable development.
I also wonder in what ways this abrupt change will alter the
relationship
between the editing communities and the Board of Trustees. The
Wikimedia
Foundation Board of Trustees seems to be committing itself to
downsizing
its role and responsibilities. The concern is that a change like
this
will
reduce accountability when policies are set, unset, and changed
by
someone
overseeing a large staff that regularly comes in conflict with an
even
larger set of editing communities. The Executive Director, of
course,
is
unelected and has been a central point of repeated controversies
recently.
It's been less than a year since the previous Executive Director
resigned
after being forced out by her staff. In the context of the recent
history,
this resolution is all the more puzzling.
MZMcBride
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Hi Christophe,
Thank you for responding to my questions.
First, the resolution and its context. "Supervising" the ED is indeed a board duty, but this supervision must not become micro-management. That resolution provides staff the liberty to do their work more efficiently. It doesn't remove our duty of oversight.
I feel like you think delegating negates ones ability to provide supervision, I would tend to think otherwise as delegating free time and energy to focus on the core roles of a board.
Perhaps you could explain further how a resolution which says:
*"*Resolved, the Board hereby delegates the authority to adopt, alter, and revoke policies to the Executive Director, who may further delegate such authority to Wikimedia Foundation staff as they deem appropriate;
"Resolved, the Board may continue to review and approve policies for the Wikimedia Foundation upon request to the Executive Director or as required by law."
amounts to removing micro-management. To me this looks like a sweeping delegation of authority. Under this resolution, policy changes that the ED and/or his or her delegates make are not subject to advance review by the Board, the Legal Department, the community, or anyone else. This seems highly inadvisable, and I feel that this opens up WMF to legal and reputational risks that are of far greater concern than the value of sparing a few minutes of the Boards' time at meetings to review supposedly minor changes to policies.
I would expect the Executive Director to have the authority to execute plans and manage his/her staff as permitted by the policies and resolutions adopted by the Board and as allowed by law, and to create and modify managerial policies for staff (for example, salary schedules and hiring procedures) that are compatible with the Board's policies and resolutions and with the law. I wouldn't expect the Executive Director to have the authority to unilaterally change policies that were adopted by the Board, nor to have the authority to further delegate the authority to change policies that were adopted by the Board.
Second, the requirements to answer the community. I'm sorry, here I answered quite spontaneously, you are right nothing forces us to.
But, as I've said in my candidacy and in public some time I believe we have, as WMF board, a leadership duty. And I also believe you lead by example. I've always believed, in the movement, we are all partners. We need each other to push forward our mission. You treat partners the way yourself want to be treated by them. That is why I believe it is important to communicate. It doesn't mean we have to see eye to eye on everything but that when a question rise we should answer as much as we can. That's something I've said to nearly everyone who reached out to me in the past few month privately, my answer perhaps won't be the one you want, but at least there will be an answer and an explanation every time I can. Like right now actually :D
Thanks for your efforts to communicate and cooperate. You and Natalia have been helpful in improving communications between the community and the Board in 2016. (I agree with Rob that Dariusz was admirably responsive and civil in public in 2015 in difficult circumstances, while others weren't.)
I would like to see further developments in this area, such as developments that prevent the community from being surprised by Board resolutions such as the one that we are discussing here.
Also, I would like to see consideration of changing WMF to a membership organization as a part of the upcoming strategy process.
Finally, regarding board governance review, Natalia, as chair of the BGC, published minutes of our meetings[1], and that is a key topic we address and not push aside. That being said it will be a board review, not one on that specific event. We will be able to provide more information on that topic soon I think :)
Thanks, this looks like a promising start.
Doing the governance review in parallel with the strategy process, while continuing with regular annual work such as the Annual Plan process, might be a heavy lift for the Board and Katherine, so I encourage careful thinking about the timing of this review. My hunch is that it would be good to start and complete this review within 6 months, with the hope that the results could then be fed into the strategy process which will be continuing for awhile after that. Perhaps you, Katherine, Natalia or others may be able to shed some light on the capacity issue here, as well as the thoughts about the scope, timing, and cost of the governance review.
In the governance review, I would like to see a particular focus on (1) a thorough review of the facts of Board members' actions in 2015, (2) an analysis of what can be learned from the facts of 2015, and (3) how WMF governance might become more aligned with and responsive to the community, such as by changing WMF to a membership organization.
I hope I answered your questions.
[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_ Board_Governance_Committee
Thank you for your interest in trying to align WMF with the community. I appreciate the improvements in Board communications in 2016, and I look forward to further developments in communications and governance. I also look forward to hearing your responses to the community's comments that have been made in this thread.
I realize that you may be offline this weekend, and I would prefer a thoughtful response to an immediate one, so I hope to hear back from you sometime within the next several days, perhaps after you have had an opportunity to consult with others as you consider how to respond.
Have a nice weekend, and Merry Christmas,
Pine
Hi Christophe,
Now that the end-of-Western-year holidays are behind us, I'm bumping this thread in the hope that you'll respond to the points that I made in my email from December 23rd.
Thanks,
Pine
On Fri, Dec 23, 2016 at 9:31 PM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
Thank you for responding to my questions.
First, the resolution and its context. "Supervising" the ED is indeed a board duty, but this supervision must not become micro-management. That resolution provides staff the liberty to do their work more efficiently. It doesn't remove our duty of oversight.
I feel like you think delegating negates ones ability to provide supervision, I would tend to think otherwise as delegating free time and energy to focus on the core roles of a board.
Perhaps you could explain further how a resolution which says:
*"*Resolved, the Board hereby delegates the authority to adopt, alter, and revoke policies to the Executive Director, who may further delegate such authority to Wikimedia Foundation staff as they deem appropriate;
"Resolved, the Board may continue to review and approve policies for the Wikimedia Foundation upon request to the Executive Director or as required by law."
amounts to removing micro-management. To me this looks like a sweeping delegation of authority. Under this resolution, policy changes that the ED and/or his or her delegates make are not subject to advance review by the Board, the Legal Department, the community, or anyone else. This seems highly inadvisable, and I feel that this opens up WMF to legal and reputational risks that are of far greater concern than the value of sparing a few minutes of the Boards' time at meetings to review supposedly minor changes to policies.
I would expect the Executive Director to have the authority to execute plans and manage his/her staff as permitted by the policies and resolutions adopted by the Board and as allowed by law, and to create and modify managerial policies for staff (for example, salary schedules and hiring procedures) that are compatible with the Board's policies and resolutions and with the law. I wouldn't expect the Executive Director to have the authority to unilaterally change policies that were adopted by the Board, nor to have the authority to further delegate the authority to change policies that were adopted by the Board.
Second, the requirements to answer the community. I'm sorry, here I answered quite spontaneously, you are right nothing forces us to.
But, as I've said in my candidacy and in public some time I believe we have, as WMF board, a leadership duty. And I also believe you lead by example. I've always believed, in the movement, we are all partners. We need each other to push forward our mission. You treat partners the way yourself want to be treated by them. That is why I believe it is important to communicate. It doesn't mean we have to see eye to eye on everything but that when a question rise we should answer as much as we can. That's something I've said to nearly everyone who reached out to me in the past few month privately, my answer perhaps won't be the one you want, but at least there will be an answer and an explanation every time I can. Like right now actually :D
Thanks for your efforts to communicate and cooperate. You and Natalia have been helpful in improving communications between the community and the Board in 2016. (I agree with Rob that Dariusz was admirably responsive and civil in public in 2015 in difficult circumstances, while others weren't.)
I would like to see further developments in this area, such as developments that prevent the community from being surprised by Board resolutions such as the one that we are discussing here.
Also, I would like to see consideration of changing WMF to a membership organization as a part of the upcoming strategy process.
Finally, regarding board governance review, Natalia, as chair of the BGC, published minutes of our meetings[1], and that is a key topic we address and not push aside. That being said it will be a board review, not one on that specific event. We will be able to provide more information on that topic soon I think :)
Thanks, this looks like a promising start.
Doing the governance review in parallel with the strategy process, while continuing with regular annual work such as the Annual Plan process, might be a heavy lift for the Board and Katherine, so I encourage careful thinking about the timing of this review. My hunch is that it would be good to start and complete this review within 6 months, with the hope that the results could then be fed into the strategy process which will be continuing for awhile after that. Perhaps you, Katherine, Natalia or others may be able to shed some light on the capacity issue here, as well as the thoughts about the scope, timing, and cost of the governance review.
In the governance review, I would like to see a particular focus on (1) a thorough review of the facts of Board members' actions in 2015, (2) an analysis of what can be learned from the facts of 2015, and (3) how WMF governance might become more aligned with and responsive to the community, such as by changing WMF to a membership organization.
I hope I answered your questions.
[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_ Board_Governance_Committee
Thank you for your interest in trying to align WMF with the community. I appreciate the improvements in Board communications in 2016, and I look forward to further developments in communications and governance. I also look forward to hearing your responses to the community's comments that have been made in this thread.
I realize that you may be offline this weekend, and I would prefer a thoughtful response to an immediate one, so I hope to hear back from you sometime within the next several days, perhaps after you have had an opportunity to consult with others as you consider how to respond.
Have a nice weekend, and Merry Christmas,
Pine
The ostensible rationale for this change, according to the Board chair was "Basically it's making the legal team life's easier when they need to do small and/or quick changes. They don't have to go through the whole resolution process to change a comma."
The new donor privacy policy has been explicitly enacted by the ED under this dispensation. The new policy is twice the length of the old one. That's a lot of commas.
On Fri, Jan 13, 2017 at 10:23 PM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
Now that the end-of-Western-year holidays are behind us, I'm bumping this thread in the hope that you'll respond to the points that I made in my email from December 23rd.
Thanks,
Pine
On Fri, Dec 23, 2016 at 9:31 PM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
Thank you for responding to my questions.
First, the resolution and its context. "Supervising" the ED is indeed a board duty, but this supervision must not become micro-management. That resolution provides staff the liberty to do their work more efficiently. It doesn't remove our duty of oversight.
I feel like you think delegating negates ones ability to provide supervision, I would tend to think otherwise as delegating free time and energy to focus on the core roles of a board.
Perhaps you could explain further how a resolution which says:
*"*Resolved, the Board hereby delegates the authority to adopt, alter,
and
revoke policies to the Executive Director, who may further delegate such authority to Wikimedia Foundation staff as they deem appropriate;
"Resolved, the Board may continue to review and approve policies for the Wikimedia Foundation upon request to the Executive Director or as required by law."
amounts to removing micro-management. To me this looks like a sweeping delegation of authority. Under this resolution, policy changes that the
ED
and/or his or her delegates make are not subject to advance review by the Board, the Legal Department, the community, or anyone else. This seems highly inadvisable, and I feel that this opens up WMF to legal and reputational risks that are of far greater concern than the value of sparing a few minutes of the Boards' time at meetings to review supposedly minor changes to policies.
I would expect the Executive Director to have the authority to execute plans and manage his/her staff as permitted by the policies and resolutions adopted by the Board and as allowed by law, and to create and modify managerial policies for staff (for example, salary schedules and hiring procedures) that are compatible with the Board's policies and resolutions and with
the
law. I wouldn't expect the Executive Director to have the authority to unilaterally change policies that were adopted by the Board, nor to have the authority to further delegate the authority to change policies that were adopted by
the
Board.
Second, the requirements to answer the community. I'm sorry, here I answered quite spontaneously, you are right nothing forces us to.
But, as I've said in my candidacy and in public some time I believe we have, as WMF board, a leadership duty. And I also believe you lead by example. I've always believed, in the movement, we are all partners. We need each other to push forward our mission. You treat partners the way yourself want to be treated by them. That is why I believe it is
important
to communicate. It doesn't mean we have to see eye to eye on everything but that when a question rise we should answer as much as we can. That's something I've said to nearly everyone who reached out to me in the past few month privately, my answer perhaps won't be the one you want, but at least there will be an answer and an explanation every time I can. Like right now actually :D
Thanks for your efforts to communicate and cooperate. You and Natalia
have
been helpful in improving communications between the community and the Board in 2016. (I agree with Rob that Dariusz was admirably responsive
and
civil in public in 2015 in difficult circumstances, while others
weren't.)
I would like to see further developments in this area, such as
developments
that prevent the community from being surprised by Board resolutions such as the one that we are discussing here.
Also, I would like to see consideration of changing WMF to a membership organization as a part of the upcoming strategy process.
Finally, regarding board governance review, Natalia, as chair of the
BGC,
published minutes of our meetings[1], and that is a key topic we address and not push aside. That being said it will be a board review, not one
on
that specific event. We will be able to provide more information on that topic soon I think :)
Thanks, this looks like a promising start.
Doing the governance review in parallel with the strategy process, while continuing with regular annual work such as the Annual Plan process, might be a heavy lift for the Board and Katherine, so I encourage careful thinking about the timing of this review. My hunch is that it would be good to start and complete this review within 6 months, with the hope that the results could then be fed into the strategy process which will be continuing for awhile after that. Perhaps you, Katherine, Natalia or others may be able to shed some light on the capacity issue here, as well as the thoughts about the scope, timing, and cost of the governance review.
In the governance review, I would like to see a particular focus on (1) a thorough review of the facts of Board members' actions in 2015, (2) an analysis of what can be learned from the facts of 2015, and (3) how WMF governance might become more aligned with and responsive to the community, such as by changing WMF to a membership organization.
I hope I answered your questions.
[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_ Board_Governance_Committee
Thank you for your interest in trying to align WMF with the community. I appreciate the improvements in Board communications in 2016, and I look forward to further developments in communications and governance. I also look forward to hearing your responses to the community's comments that have been made in this thread.
I realize that you may be offline this weekend, and I would prefer a thoughtful response to an immediate one, so I hope to hear back from you sometime within the next several days, perhaps after you have had an opportunity
to
consult with others as you consider how to respond.
Have a nice weekend, and Merry Christmas,
Pine
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/ wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
Christophe,
Would you provide us an update on this topic, please?
Pine
On Fri, Jan 13, 2017 at 2:23 PM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
Now that the end-of-Western-year holidays are behind us, I'm bumping this thread in the hope that you'll respond to the points that I made in my email from December 23rd.
Thanks,
Pine
On Fri, Dec 23, 2016 at 9:31 PM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
Thank you for responding to my questions.
First, the resolution and its context. "Supervising" the ED is indeed a board duty, but this supervision must not become micro-management. That resolution provides staff the liberty to do their work more efficiently. It doesn't remove our duty of oversight.
I feel like you think delegating negates ones ability to provide supervision, I would tend to think otherwise as delegating free time and energy to focus on the core roles of a board.
Perhaps you could explain further how a resolution which says:
*"*Resolved, the Board hereby delegates the authority to adopt, alter, and revoke policies to the Executive Director, who may further delegate such authority to Wikimedia Foundation staff as they deem appropriate;
"Resolved, the Board may continue to review and approve policies for the Wikimedia Foundation upon request to the Executive Director or as required by law."
amounts to removing micro-management. To me this looks like a sweeping delegation of authority. Under this resolution, policy changes that the ED and/or his or her delegates make are not subject to advance review by the Board, the Legal Department, the community, or anyone else. This seems highly inadvisable, and I feel that this opens up WMF to legal and reputational risks that are of far greater concern than the value of sparing a few minutes of the Boards' time at meetings to review supposedly minor changes to policies.
I would expect the Executive Director to have the authority to execute plans and manage his/her staff as permitted by the policies and resolutions adopted by the Board and as allowed by law, and to create and modify managerial policies for staff (for example, salary schedules and hiring procedures) that are compatible with the Board's policies and resolutions and with the law. I wouldn't expect the Executive Director to have the authority to unilaterally change policies that were adopted by the Board, nor to have the authority to further delegate the authority to change policies that were adopted by the Board.
Second, the requirements to answer the community. I'm sorry, here I answered quite spontaneously, you are right nothing forces us to.
But, as I've said in my candidacy and in public some time I believe we have, as WMF board, a leadership duty. And I also believe you lead by example. I've always believed, in the movement, we are all partners. We need each other to push forward our mission. You treat partners the way yourself want to be treated by them. That is why I believe it is important to communicate. It doesn't mean we have to see eye to eye on everything but that when a question rise we should answer as much as we can. That's something I've said to nearly everyone who reached out to me in the past few month privately, my answer perhaps won't be the one you want, but at least there will be an answer and an explanation every time I can. Like right now actually :D
Thanks for your efforts to communicate and cooperate. You and Natalia have been helpful in improving communications between the community and the Board in 2016. (I agree with Rob that Dariusz was admirably responsive and civil in public in 2015 in difficult circumstances, while others weren't.)
I would like to see further developments in this area, such as developments that prevent the community from being surprised by Board resolutions such as the one that we are discussing here.
Also, I would like to see consideration of changing WMF to a membership organization as a part of the upcoming strategy process.
Finally, regarding board governance review, Natalia, as chair of the BGC, published minutes of our meetings[1], and that is a key topic we address and not push aside. That being said it will be a board review, not one on that specific event. We will be able to provide more information on that topic soon I think :)
Thanks, this looks like a promising start.
Doing the governance review in parallel with the strategy process, while continuing with regular annual work such as the Annual Plan process, might be a heavy lift for the Board and Katherine, so I encourage careful thinking about the timing of this review. My hunch is that it would be good to start and complete this review within 6 months, with the hope that the results could then be fed into the strategy process which will be continuing for awhile after that. Perhaps you, Katherine, Natalia or others may be able to shed some light on the capacity issue here, as well as the thoughts about the scope, timing, and cost of the governance review.
In the governance review, I would like to see a particular focus on (1) a thorough review of the facts of Board members' actions in 2015, (2) an analysis of what can be learned from the facts of 2015, and (3) how WMF governance might become more aligned with and responsive to the community, such as by changing WMF to a membership organization.
I hope I answered your questions.
[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_ Board_Governance_Committee
Thank you for your interest in trying to align WMF with the community. I appreciate the improvements in Board communications in 2016, and I look forward to further developments in communications and governance. I also look forward to hearing your responses to the community's comments that have been made in this thread.
I realize that you may be offline this weekend, and I would prefer a thoughtful response to an immediate one, so I hope to hear back from you sometime within the next several days, perhaps after you have had an opportunity to consult with others as you consider how to respond.
Have a nice weekend, and Merry Christmas,
Pine
Hey,
Sorry, with everything I forgot to answer this thread. So I'll provide a general answer if I may. As I've shared back in June, for this year, some of my goals include building a strong working relationship between the Board and the Executive Director, and helping the Board focus on the most important issues in front of them, like movement strategy. Minor changes to policy do not require the Board's consideration or approval, and so this resolution delegates a certain amount of authority to the Executive Director. This delegates authority, not responsability.
In 2004, the Board of Trustees made a decision that certain "global policies" should be approved by the Board. At the time, the Board did not go into significant detail about what kind of policies they want to approve, or what that approval process should look like. This left some ambiguity around when the Board needs to be involved in policy changes. Since that time, the Wikimedia Foundation Board and staff have also changed and grown significantly. The Board is ultimately responsible for governance and leadership for the Wikimedia Foundation, so we have to be judicious about where we focus.
Under this new resolution, we are explaining that the Executive Director has authority to set and change policies for the organization and its work, without requiring prior Board approval in most circumstances. The baseline is that the Executive Director has authority over policies, unless the Board asks otherwise. In some cases (like any changes to the Conflict of Interest policy), it's considered good governance for the Board to be responsible for these policies. Decisions to change these policies will remain with the Board. Other policies (like the internal staff policies) will be maintained by staff. For policies on the Wikimedia Projects, we may still review and approve them where appropriate. This will be something the Board works closely with the Executive Director to determine as part of the organization's regular work.
A few other questions have come up in this thread, and I hope it's helpful to clarify:
# Who is accountable for policy changes now? The Board has delegated some of its authority to set policies, but it will still remain just as responsible as if it were making the decisions itself. The Foundation and the Board remains accountable, just as they were before.
# How should we be transparent about policy changes? We keep track of the Foundation's policies on the Foundation Wiki [1], and staff will continue to maintain pages similar to this. Major cross-project policies, like the Privacy Policy and Terms of Use, will still be updated following an open consultation with notice to the community. Minor changes, however, will not need to be ratified by the Board.
# Does this affect the community policy process on projects? This resolution does not change anything for community policies. Policies that were previously written and enforced by the Wikimedia communities will remain that way. The policies that have traditionally undergone community consultations will also continue to do so, for example, as we have made a commitment to provide advance notice in Section 16 of the Terms of Use.
I hope I answered most of the questions, if there's more happy to answer them.
Oh and if I'm not answering after a few days, please feel free to ping me :)
Have all a good day,
[1] https://wikimediafoundation.org/wiki/Policies
Christophe HENNER Chair of the board of trustees chenner@wikimedia.org +33650664739 <+33%206%2050%2066%2047%2039>
twitter *@schiste* skype *christophe_henner*
On Mon, Feb 6, 2017 at 5:15 AM, Pine W wiki.pine@gmail.com wrote:
Christophe,
Would you provide us an update on this topic, please?
Pine
On Fri, Jan 13, 2017 at 2:23 PM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
Now that the end-of-Western-year holidays are behind us, I'm bumping this thread in the hope that you'll respond to the points that I made in my email from December 23rd.
Thanks,
Pine
On Fri, Dec 23, 2016 at 9:31 PM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
Thank you for responding to my questions.
First, the resolution and its context. "Supervising" the ED is indeed a board duty, but this supervision must not become micro-management. That resolution provides staff the liberty to do their work more
efficiently.
It doesn't remove our duty of oversight.
I feel like you think delegating negates ones ability to provide supervision, I would tend to think otherwise as delegating free time
and
energy to focus on the core roles of a board.
Perhaps you could explain further how a resolution which says:
*"*Resolved, the Board hereby delegates the authority to adopt, alter, and revoke policies to the Executive Director, who may further delegate such authority to Wikimedia Foundation staff as they deem appropriate;
"Resolved, the Board may continue to review and approve policies for the Wikimedia Foundation upon request to the Executive Director or as required by
law."
amounts to removing micro-management. To me this looks like a sweeping delegation of authority. Under this resolution, policy changes that the ED and/or his or her delegates make are not subject to advance review by
the
Board, the Legal Department, the community, or anyone else. This seems highly inadvisable, and I feel that this opens up WMF to legal and reputational risks that are of far greater concern than the value of sparing a few minutes of the Boards' time at meetings to review supposedly minor changes to policies.
I would expect the Executive Director to have the authority to execute plans and manage his/her staff as permitted by the policies and resolutions adopted by the Board and as allowed by law, and to create and modify managerial policies for staff (for example, salary schedules and hiring procedures) that are compatible with the Board's policies and resolutions and with the law. I wouldn't expect the Executive Director to have the authority to unilaterally change policies that were adopted by the Board, nor to have the
authority
to further delegate the authority to change policies that were adopted by the Board.
Second, the requirements to answer the community. I'm sorry, here I answered quite spontaneously, you are right nothing forces us to.
But, as I've said in my candidacy and in public some time I believe we have, as WMF board, a leadership duty. And I also believe you lead by example. I've always believed, in the movement, we are all partners. We need each other to push forward our mission. You treat partners the way yourself want to be treated by them. That is why I believe it is important to communicate. It doesn't mean we have to see eye to eye on everything but that when a question rise we should answer as much as we can. That's something I've said to nearly everyone who reached out to me in the
past
few month privately, my answer perhaps won't be the one you want, but
at
least there will be an answer and an explanation every time I can. Like right now actually :D
Thanks for your efforts to communicate and cooperate. You and Natalia have been helpful in improving communications between the community and the Board in 2016. (I agree with Rob that Dariusz was admirably responsive and civil in public in 2015 in difficult circumstances, while others
weren't.)
I would like to see further developments in this area, such as developments that prevent the community from being surprised by Board resolutions
such
as the one that we are discussing here.
Also, I would like to see consideration of changing WMF to a membership organization as a part of the upcoming strategy process.
Finally, regarding board governance review, Natalia, as chair of the
BGC,
published minutes of our meetings[1], and that is a key topic we
address
and not push aside. That being said it will be a board review, not one
on
that specific event. We will be able to provide more information on
that
topic soon I think :)
Thanks, this looks like a promising start.
Doing the governance review in parallel with the strategy process, while continuing with regular annual work such as the Annual Plan process, might be a heavy lift for the Board and Katherine, so I encourage
careful
thinking about the timing of this review. My hunch is that it would be good to start and complete this review within 6 months, with the hope that
the
results could then be fed into the strategy process which will be continuing for awhile after that. Perhaps you, Katherine, Natalia or others may be able to shed some light on the capacity issue here, as well as the thoughts about the scope, timing, and cost of the governance review.
In the governance review, I would like to see a particular focus on (1) a thorough review of the facts of Board members' actions in 2015, (2) an analysis of what can be learned from the facts of 2015, and (3) how WMF governance might become more aligned with and responsive to the community, such as by changing WMF to a membership organization.
I hope I answered your questions.
[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_ Board_Governance_Committee
Thank you for your interest in trying to align WMF with the community. I appreciate the improvements in Board communications in 2016, and I
look
forward to further developments in communications and governance. I also look forward to hearing your responses to the community's comments that have been made in this thread.
I realize that you may be offline this weekend, and I would prefer a thoughtful response to an immediate one, so I hope to hear back from you sometime within the next several days, perhaps after you have had an opportunity
to
consult with others as you consider how to respond.
Have a nice weekend, and Merry Christmas,
Pine
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wik i/Mailing_lists/Guidelines and https://meta.wikimedia.org/wiki/Wikimedia-l New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
Hi Christophe,
You wrote, "This delegates authority, not responsability." Perhaps you could explain the distinction. It seems to me that the two go hand in hand.
Speaking generally, it sounds to me like the Board has good intentions here, but there is a lot of room for error and misunderstandings with this policy, especially given the broad scope of the resolution that MZMcBride mentioned at the beginning of this thread. I would be more comfortable if the delegation resolution was amended to provide greater clarity on what exactly the Board intends to delegate, and the procedure for involving the Board in consultations with the ED when the ED is proposing changes that the Board does not wish to review as extensively as it otherwise would.
Stepping back a little, I am wondering if the underlying problem is that the Board is finding itself overworked, especially keeping in mind that Board members are not compensated for their time on the WMF Board (though they do get some limited perks). If overwork is the problem, I would suggest that there are other ways to address that problem that are less risky.
Pine
On Mon, Feb 6, 2017 at 12:22 AM, Christophe Henner chenner@wikimedia.org wrote:
Hey,
Sorry, with everything I forgot to answer this thread. So I'll provide a general answer if I may. As I've shared back in June, for this year, some of my goals include building a strong working relationship between the Board and the Executive Director, and helping the Board focus on the most important issues in front of them, like movement strategy. Minor changes to policy do not require the Board's consideration or approval, and so this resolution delegates a certain amount of authority to the Executive Director. This delegates authority, not responsability.
In 2004, the Board of Trustees made a decision that certain "global policies" should be approved by the Board. At the time, the Board did not go into significant detail about what kind of policies they want to approve, or what that approval process should look like. This left some ambiguity around when the Board needs to be involved in policy changes. Since that time, the Wikimedia Foundation Board and staff have also changed and grown significantly. The Board is ultimately responsible for governance and leadership for the Wikimedia Foundation, so we have to be judicious about where we focus.
Under this new resolution, we are explaining that the Executive Director has authority to set and change policies for the organization and its work, without requiring prior Board approval in most circumstances. The baseline is that the Executive Director has authority over policies, unless the Board asks otherwise. In some cases (like any changes to the Conflict of Interest policy), it's considered good governance for the Board to be responsible for these policies. Decisions to change these policies will remain with the Board. Other policies (like the internal staff policies) will be maintained by staff. For policies on the Wikimedia Projects, we may still review and approve them where appropriate. This will be something the Board works closely with the Executive Director to determine as part of the organization's regular work.
A few other questions have come up in this thread, and I hope it's helpful to clarify:
# Who is accountable for policy changes now? The Board has delegated some of its authority to set policies, but it will still remain just as responsible as if it were making the decisions itself. The Foundation and the Board remains accountable, just as they were before.
# How should we be transparent about policy changes? We keep track of the Foundation's policies on the Foundation Wiki [1], and staff will continue to maintain pages similar to this. Major cross-project policies, like the Privacy Policy and Terms of Use, will still be updated following an open consultation with notice to the community. Minor changes, however, will not need to be ratified by the Board.
# Does this affect the community policy process on projects? This resolution does not change anything for community policies. Policies that were previously written and enforced by the Wikimedia communities will remain that way. The policies that have traditionally undergone community consultations will also continue to do so, for example, as we have made a commitment to provide advance notice in Section 16 of the Terms of Use.
I hope I answered most of the questions, if there's more happy to answer them.
Oh and if I'm not answering after a few days, please feel free to ping me :)
Have all a good day,
[1] https://wikimediafoundation.org/wiki/Policies
Christophe HENNER Chair of the board of trustees chenner@wikimedia.org +33650664739 <+33%206%2050%2066%2047%2039>
twitter *@schiste* skype *christophe_henner*
On Mon, Feb 6, 2017 at 5:15 AM, Pine W wiki.pine@gmail.com wrote:
Christophe,
Would you provide us an update on this topic, please?
Pine
On Fri, Jan 13, 2017 at 2:23 PM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
Now that the end-of-Western-year holidays are behind us, I'm bumping
this
thread in the hope that you'll respond to the points that I made in my email from December 23rd.
Thanks,
Pine
On Fri, Dec 23, 2016 at 9:31 PM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
Thank you for responding to my questions.
First, the resolution and its context. "Supervising" the ED is
indeed a
board duty, but this supervision must not become micro-management.
That
resolution provides staff the liberty to do their work more
efficiently.
It doesn't remove our duty of oversight.
I feel like you think delegating negates ones ability to provide supervision, I would tend to think otherwise as delegating free time
and
energy to focus on the core roles of a board.
Perhaps you could explain further how a resolution which says:
*"*Resolved, the Board hereby delegates the authority to adopt, alter, and revoke policies to the Executive Director, who may further delegate
such
authority to Wikimedia Foundation staff as they deem appropriate;
"Resolved, the Board may continue to review and approve policies for
the
Wikimedia Foundation upon request to the Executive Director or as required by
law."
amounts to removing micro-management. To me this looks like a sweeping delegation of authority. Under this resolution, policy changes that
the
ED and/or his or her delegates make are not subject to advance review by
the
Board, the Legal Department, the community, or anyone else. This seems highly inadvisable, and I feel that this opens up WMF to legal and reputational risks that are of far greater concern than the value of sparing a few minutes of the Boards' time at meetings to review supposedly minor changes to policies.
I would expect the Executive Director to have the authority to execute plans and manage his/her staff as permitted by the policies and resolutions adopted by the Board and as allowed by law, and to create and modify
managerial
policies for staff (for example, salary schedules and hiring
procedures)
that are compatible with the Board's policies and resolutions and with the law. I wouldn't expect the Executive Director to have the authority to unilaterally change policies that were adopted by the Board, nor to have the
authority
to further delegate the authority to change policies that were adopted by the Board.
Second, the requirements to answer the community. I'm sorry, here I answered quite spontaneously, you are right nothing forces us to.
But, as I've said in my candidacy and in public some time I believe
we
have, as WMF board, a leadership duty. And I also believe you lead by example. I've always believed, in the movement, we are all partners.
We
need each other to push forward our mission. You treat partners the
way
yourself want to be treated by them. That is why I believe it is important to communicate. It doesn't mean we have to see eye to eye on
everything
but that when a question rise we should answer as much as we can. That's something I've said to nearly everyone who reached out to me in the
past
few month privately, my answer perhaps won't be the one you want, but
at
least there will be an answer and an explanation every time I can.
Like
right now actually :D
Thanks for your efforts to communicate and cooperate. You and Natalia have been helpful in improving communications between the community and the Board in 2016. (I agree with Rob that Dariusz was admirably responsive and civil in public in 2015 in difficult circumstances, while others
weren't.)
I would like to see further developments in this area, such as developments that prevent the community from being surprised by Board resolutions
such
as the one that we are discussing here.
Also, I would like to see consideration of changing WMF to a
membership
organization as a part of the upcoming strategy process.
Finally, regarding board governance review, Natalia, as chair of the
BGC,
published minutes of our meetings[1], and that is a key topic we
address
and not push aside. That being said it will be a board review, not
one
on
that specific event. We will be able to provide more information on
that
topic soon I think :)
Thanks, this looks like a promising start.
Doing the governance review in parallel with the strategy process,
while
continuing with regular annual work such as the Annual Plan process, might be a heavy lift for the Board and Katherine, so I encourage
careful
thinking about the timing of this review. My hunch is that it would be good to start and complete this review within 6 months, with the hope that
the
results could then be fed into the strategy process which will be continuing for awhile after that. Perhaps you, Katherine, Natalia or others may
be
able to shed some light on the capacity issue here, as well as the thoughts about the scope, timing, and cost of the governance review.
In the governance review, I would like to see a particular focus on
(1)
a thorough review of the facts of Board members' actions in 2015, (2) an analysis of what can be learned from the facts of 2015, and (3) how WMF governance might become more aligned with and responsive to the community, such as by changing WMF to a membership organization.
I hope I answered your questions.
[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_ Board_Governance_Committee
Thank you for your interest in trying to align WMF with the community. I appreciate the improvements in Board communications in 2016, and I
look
forward to further developments in communications and governance. I also look forward to hearing your responses to the community's
comments
that have been made in this thread.
I realize that you may be offline this weekend, and I would prefer a thoughtful response to an immediate one, so I hope to hear back from you sometime within the next several days, perhaps after you have had an
opportunity
to
consult with others as you consider how to respond.
Have a nice weekend, and Merry Christmas,
Pine
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wik i/Mailing_lists/Guidelines and https://meta.wikimedia.org/
wiki/Wikimedia-l
New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/ wiki/Mailing_lists/Guidelines and https://meta.wikimedia.org/ wiki/Wikimedia-l New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
On 02/06/2017 11:53 AM, Pine W wrote:
Hi Christophe,
You wrote, "This delegates authority, not responsability." Perhaps you could explain the distinction. It seems to me that the two go hand in hand.
Pine, I disagree. I have had plenty of jobs where I had the authority to do something, but the ultimate responsibility fell to my boss. For instance, as a teenager I worked for a bakery. I could give away the occasional muffin to a dissatisfied customer, but if I had done so every day, or if I only gave muffins to my friends and cute girls, I would have been fired, and the bakery would have borne the responsibility of making good with any customers I had slighted via my decisions.
My reading of Christophe's message is that the board trusts the ED to know when, and what kind, of consultation is needed. An example that fits with my analogy: "Hey boss, I just spilled a full cup of coffee on this customer's purse. Yes, it's true I have a crush on her, and I realize she's gotten free muffins here in the past. OK with you if I give her a muffin anyway? I think it's in the bakery's best interests." Then, my boss could make the decision.
One might ask whether that trust is justified, and events from last year might even make such a question compelling -- but I think you'll agree, in a healthy organization, the board has reason to trust the ED; and I don't think we've seen any reason to doubt the current ED's trustworthiness.
All that said, I very much agree with the sense that the Delegation resolution was *impolitic*. The board has taken almost no substantive action via resolution; above all, it has declined to pursue an independent governance evaluation, which you (Pine) and many of us have urged. In that context, a single resolution to make its own job easier certainly *looks* weird, and *seems* like cause for concern. But in my view, Christophe's explanation is satisfactory, and suggests that the board wants to proceed in a way that presumes health, rather than dysfunction; that may be rather far from the present reality, but it's a worthy aspiration. I don't think this one resolution is a problem, provided that the board is fully willing to accept responsibility for any poor decisions made by its ED.
Stepping back a little, I am wondering if the underlying problem is that the Board is finding itself overworked, especially keeping in mind that Board members are not compensated for their time on the WMF Board (though they do get some limited perks). If overwork is the problem, I would suggest that there are other ways to address that problem that are less risky.
I agree with this part, very much. -Pete [[User:Peteforsyth]]
Christophe
On 20 December, you wrote
Basically it's making the legal team life's easier when they need to do small and/or quick changes. They don't have to go through the whole resolution process to change a comma.
Now you write
the Executive Director has authority to set and change policies for the organization and its work, without requiring prior Board approval in most circumstances. The baseline is that the Executive Director has authority over policies, unless the Board asks otherwise
These do not appear to be the same, and the later version appears to be what is in fact in force. Do you agree that your December posting was inaccurate?
"Rogol"
On Mon, Feb 6, 2017 at 8:22 AM, Christophe Henner chenner@wikimedia.org wrote:
Hey,
Sorry, with everything I forgot to answer this thread. So I'll provide a general answer if I may. As I've shared back in June, for this year, some of my goals include building a strong working relationship between the Board and the Executive Director, and helping the Board focus on the most important issues in front of them, like movement strategy. Minor changes to policy do not require the Board's consideration or approval, and so this resolution delegates a certain amount of authority to the Executive Director. This delegates authority, not responsability.
In 2004, the Board of Trustees made a decision that certain "global policies" should be approved by the Board. At the time, the Board did not go into significant detail about what kind of policies they want to approve, or what that approval process should look like. This left some ambiguity around when the Board needs to be involved in policy changes. Since that time, the Wikimedia Foundation Board and staff have also changed and grown significantly. The Board is ultimately responsible for governance and leadership for the Wikimedia Foundation, so we have to be judicious about where we focus.
Under this new resolution, we are explaining that the Executive Director has authority to set and change policies for the organization and its work, without requiring prior Board approval in most circumstances. The baseline is that the Executive Director has authority over policies, unless the Board asks otherwise. In some cases (like any changes to the Conflict of Interest policy), it's considered good governance for the Board to be responsible for these policies. Decisions to change these policies will remain with the Board. Other policies (like the internal staff policies) will be maintained by staff. For policies on the Wikimedia Projects, we may still review and approve them where appropriate. This will be something the Board works closely with the Executive Director to determine as part of the organization's regular work.
A few other questions have come up in this thread, and I hope it's helpful to clarify:
# Who is accountable for policy changes now? The Board has delegated some of its authority to set policies, but it will still remain just as responsible as if it were making the decisions itself. The Foundation and the Board remains accountable, just as they were before.
# How should we be transparent about policy changes? We keep track of the Foundation's policies on the Foundation Wiki [1], and staff will continue to maintain pages similar to this. Major cross-project policies, like the Privacy Policy and Terms of Use, will still be updated following an open consultation with notice to the community. Minor changes, however, will not need to be ratified by the Board.
# Does this affect the community policy process on projects? This resolution does not change anything for community policies. Policies that were previously written and enforced by the Wikimedia communities will remain that way. The policies that have traditionally undergone community consultations will also continue to do so, for example, as we have made a commitment to provide advance notice in Section 16 of the Terms of Use.
I hope I answered most of the questions, if there's more happy to answer them.
Oh and if I'm not answering after a few days, please feel free to ping me :)
Have all a good day,
[1] https://wikimediafoundation.org/wiki/Policies
Christophe HENNER Chair of the board of trustees chenner@wikimedia.org +33650664739 <+33%206%2050%2066%2047%2039>
twitter *@schiste* skype *christophe_henner*
On Mon, Feb 6, 2017 at 5:15 AM, Pine W wiki.pine@gmail.com wrote:
Christophe,
Would you provide us an update on this topic, please?
Pine
On Fri, Jan 13, 2017 at 2:23 PM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
Now that the end-of-Western-year holidays are behind us, I'm bumping
this
thread in the hope that you'll respond to the points that I made in my email from December 23rd.
Thanks,
Pine
On Fri, Dec 23, 2016 at 9:31 PM, Pine W wiki.pine@gmail.com wrote:
Hi Christophe,
Thank you for responding to my questions.
First, the resolution and its context. "Supervising" the ED is
indeed a
board duty, but this supervision must not become micro-management.
That
resolution provides staff the liberty to do their work more
efficiently.
It doesn't remove our duty of oversight.
I feel like you think delegating negates ones ability to provide supervision, I would tend to think otherwise as delegating free time
and
energy to focus on the core roles of a board.
Perhaps you could explain further how a resolution which says:
*"*Resolved, the Board hereby delegates the authority to adopt, alter, and revoke policies to the Executive Director, who may further delegate
such
authority to Wikimedia Foundation staff as they deem appropriate;
"Resolved, the Board may continue to review and approve policies for
the
Wikimedia Foundation upon request to the Executive Director or as required by
law."
amounts to removing micro-management. To me this looks like a sweeping delegation of authority. Under this resolution, policy changes that
the
ED and/or his or her delegates make are not subject to advance review by
the
Board, the Legal Department, the community, or anyone else. This seems highly inadvisable, and I feel that this opens up WMF to legal and reputational risks that are of far greater concern than the value of sparing a few minutes of the Boards' time at meetings to review supposedly minor changes to policies.
I would expect the Executive Director to have the authority to execute plans and manage his/her staff as permitted by the policies and resolutions adopted by the Board and as allowed by law, and to create and modify
managerial
policies for staff (for example, salary schedules and hiring
procedures)
that are compatible with the Board's policies and resolutions and with the law. I wouldn't expect the Executive Director to have the authority to unilaterally change policies that were adopted by the Board, nor to have the
authority
to further delegate the authority to change policies that were adopted by the Board.
Second, the requirements to answer the community. I'm sorry, here I answered quite spontaneously, you are right nothing forces us to.
But, as I've said in my candidacy and in public some time I believe
we
have, as WMF board, a leadership duty. And I also believe you lead by example. I've always believed, in the movement, we are all partners.
We
need each other to push forward our mission. You treat partners the
way
yourself want to be treated by them. That is why I believe it is important to communicate. It doesn't mean we have to see eye to eye on
everything
but that when a question rise we should answer as much as we can. That's something I've said to nearly everyone who reached out to me in the
past
few month privately, my answer perhaps won't be the one you want, but
at
least there will be an answer and an explanation every time I can.
Like
right now actually :D
Thanks for your efforts to communicate and cooperate. You and Natalia have been helpful in improving communications between the community and the Board in 2016. (I agree with Rob that Dariusz was admirably responsive and civil in public in 2015 in difficult circumstances, while others
weren't.)
I would like to see further developments in this area, such as developments that prevent the community from being surprised by Board resolutions
such
as the one that we are discussing here.
Also, I would like to see consideration of changing WMF to a
membership
organization as a part of the upcoming strategy process.
Finally, regarding board governance review, Natalia, as chair of the
BGC,
published minutes of our meetings[1], and that is a key topic we
address
and not push aside. That being said it will be a board review, not
one
on
that specific event. We will be able to provide more information on
that
topic soon I think :)
Thanks, this looks like a promising start.
Doing the governance review in parallel with the strategy process,
while
continuing with regular annual work such as the Annual Plan process, might be a heavy lift for the Board and Katherine, so I encourage
careful
thinking about the timing of this review. My hunch is that it would be good to start and complete this review within 6 months, with the hope that
the
results could then be fed into the strategy process which will be continuing for awhile after that. Perhaps you, Katherine, Natalia or others may
be
able to shed some light on the capacity issue here, as well as the thoughts about the scope, timing, and cost of the governance review.
In the governance review, I would like to see a particular focus on
(1)
a thorough review of the facts of Board members' actions in 2015, (2) an analysis of what can be learned from the facts of 2015, and (3) how WMF governance might become more aligned with and responsive to the community, such as by changing WMF to a membership organization.
I hope I answered your questions.
[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_ Board_Governance_Committee
Thank you for your interest in trying to align WMF with the community. I appreciate the improvements in Board communications in 2016, and I
look
forward to further developments in communications and governance. I also look forward to hearing your responses to the community's
comments
that have been made in this thread.
I realize that you may be offline this weekend, and I would prefer a thoughtful response to an immediate one, so I hope to hear back from you sometime within the next several days, perhaps after you have had an
opportunity
to
consult with others as you consider how to respond.
Have a nice weekend, and Merry Christmas,
Pine
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On Mon, Feb 6, 2017 at 3:39 PM, Rogol Domedonfors domedonfors@gmail.com wrote:
Christophe
On 20 December, you wrote
Basically it's making the legal team life's easier when they need to do small and/or quick changes. They don't have to go through the whole resolution process to change a comma.
Now you write
the Executive Director has authority to set and change policies for the organization and its
work,
without requiring prior Board approval in most circumstances. The
baseline
is that the Executive Director has authority over policies, unless the Board asks otherwise
These do not appear to be the same, and the later version appears to be what is in fact in force. Do you agree that your December posting was inaccurate?
"Rogol"
I also noticed this discrepancy. I hope that the bottom line is that the Board is maintaining its focus on big picture issues of strategy, vision and governance, and leaving the management and maintenance of policy decisions to its senior executive leadership. This seems typical and appropriate to me.
Christophe Henner wrote:
Basically it's making the legal team life's easier when they need to do small and/or quick changes. They don't have to go through the whole resolution process to change a comma.
We're still informed and are talking with staff about those changes.
As for responsibility, we decided to delegate responsibility, but at the end of the day we still will have to answer the community's question :)
Hi Christophe,
Thank you for your replies in this thread so far. I'm still confused about this resolution and its impact.
Were there a lot of regular changes needed to policies, so much so that the Board had a backlog of some kind? If the changes were as small as you suggest, such as punctuation tweaks, I would think these would be quick and easy for the Board to review and approve. If there are regular and more substantive policy changes happening, I'd like to better understand why these changes are happening. And I'd like to better understand why eliminating review and approval by the Board of Trustees for substantive policy changes is a good thing.
You mention legal staff and lawyers, but for many people, I don't think it's very comforting to know that you're making it easier for lawyers to make changes to these policies. While I'm sure the legal staff at the Wikimedia Foundation is great, I think there's a lot of benefit to having the somewhat elected (err, selected) Board review and approve policy changes that affect every Wikimedia wiki. Why would we change this?
It seems worth pointing out that the Wikimedia Foundation General Counsel position is currently vacant, so when you mention the legal team wanting to make policy changes, many wonder who specifically is wanting to make changes and why.
More to the point, while this e-mail thread mentions the legal team, the resolution is far broader than that. The Executive Director could appoint a Wikimedia Foundation intern or even an outside contractor as the responsible party for a global policy now, with the unchecked power to alter, revoke, or change the terms? Anyone who reads through this PDF from November 2016 can see that this is not exactly a theoretical concern: https://wikimediafoundation.org/w/index.php?curid=24446. There are people who want to enact and enforce their policies across Wikimedia wikis and the Board of Trustees has now greatly expanded the group of people who can alter global policies. This is a pretty big and sudden shift.
To Lodewijk's point about consultation and notification, was/is the Board of Trustees planning to announce this seemingly large and significant change to the affected Wikimedia communities?
MZMcBride
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