Dear community,
Next week (5-7 of april 2008), the board of Wikimedia Foundation will hold its first board meeting in San Francisco.
This meeting will be first an opportunity for board members to meet with all the new staff members (Véronique, Erica, Cheryl, Mary-Lou, Kul, Jay), and to discover our new office.
We have planned formal meetings with the entire board, time for smaller group discussions, informal lunches in the office, and dinners at restaurant, to provide many opportunities for good conversation and bonding between board and staff. The excellent news regarding the two recent big donations should cheer us all :-)
The board meeting itself will take place during three days.
We plan to dedicate saturday to board development and governance. This will include relationships and contractual agreement between board and executive director, possible future council, next elections, professionalization of board, etc... The day will be facilitated by Pat Hughes.
Sunday will be dedicated to our treasurer search. We have planned to meet at least three of our best candidates in the morning. The rest of the day will be for us discussing and deciding further action.
Monday is likely to be more eclectic. We will start by reviewing our personal conflict of interest questionnaires, approve the previous board meeting minutes. There are documents to review and possibly approve (eg, board member pledges, D&O proof of purchase, 990 form etc...). Morning will feature a report from the Executive Director to the board, which will include a general update, future goals, and revenue plan. The rest of the day will include several other topics, such as a data retention policy, approval of an (old) resolution related to "board membership and employement", Wikimania security assessment, and review of the recent media mishaps.
All board members will leave SF on tuesday, which means most of us are likely to be poorly available from friday 4th till wenesday 9th. I will be travelling from the 2nd till the 9th, so please forgive delays in answering requests :-)
If you have any questions on the program (or what is not on the program) please do not hesitate to ask here :-)
Best
Florence
Dear chair,
Thank you Florence for the announcement!
You seems to have tough days, but don't forget the issues related to copyright. You probably may have to decide whether every EDPs should be approved by the Foundation or not. If we need approvals, we need to establish the procedure we have to follow. If we need not, you have to discuss how to deal with legal risks.
Sincerely, -Cheol
2008/3/29, Florence Devouard anthere@anthere.org:
Dear community,
Next week (5-7 of april 2008), the board of Wikimedia Foundation will hold its first board meeting in San Francisco.
This meeting will be first an opportunity for board members to meet with all the new staff members (Véronique, Erica, Cheryl, Mary-Lou, Kul, Jay), and to discover our new office.
We have planned formal meetings with the entire board, time for smaller group discussions, informal lunches in the office, and dinners at restaurant, to provide many opportunities for good conversation and bonding between board and staff. The excellent news regarding the two recent big donations should cheer us all :-)
The board meeting itself will take place during three days.
We plan to dedicate saturday to board development and governance. This will include relationships and contractual agreement between board and executive director, possible future council, next elections, professionalization of board, etc... The day will be facilitated by Pat Hughes.
Sunday will be dedicated to our treasurer search. We have planned to meet at least three of our best candidates in the morning. The rest of the day will be for us discussing and deciding further action.
Monday is likely to be more eclectic. We will start by reviewing our personal conflict of interest questionnaires, approve the previous board meeting minutes. There are documents to review and possibly approve (eg, board member pledges, D&O proof of purchase, 990 form etc...). Morning will feature a report from the Executive Director to the board, which will include a general update, future goals, and revenue plan. The rest of the day will include several other topics, such as a data retention policy, approval of an (old) resolution related to "board membership and employement", Wikimania security assessment, and review of the recent media mishaps.
All board members will leave SF on tuesday, which means most of us are likely to be poorly available from friday 4th till wenesday 9th. I will be travelling from the 2nd till the 9th, so please forgive delays in answering requests :-)
If you have any questions on the program (or what is not on the program) please do not hesitate to ask here :-)
Best
Florence
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Dear Cheol Ryu,
The agreement the board had on the matter of EDP is that we did not want to exercise any approval over individual EDPs and would only intervene if problems were brought to our attention.
Mike & Erik will work on develop some general guidelines for EDP development.
Thanks
Florence
Cheol Ryu wrote:
Dear chair,
Thank you Florence for the announcement!
You seems to have tough days, but don't forget the issues related to copyright. You probably may have to decide whether every EDPs should be approved by the Foundation or not. If we need approvals, we need to establish the procedure we have to follow. If we need not, you have to discuss how to deal with legal risks.
Sincerely, -Cheol
2008/3/29, Florence Devouard anthere@anthere.org:
Dear community,
Next week (5-7 of april 2008), the board of Wikimedia Foundation will hold its first board meeting in San Francisco.
This meeting will be first an opportunity for board members to meet with all the new staff members (Véronique, Erica, Cheryl, Mary-Lou, Kul, Jay), and to discover our new office.
We have planned formal meetings with the entire board, time for smaller group discussions, informal lunches in the office, and dinners at restaurant, to provide many opportunities for good conversation and bonding between board and staff. The excellent news regarding the two recent big donations should cheer us all :-)
The board meeting itself will take place during three days.
We plan to dedicate saturday to board development and governance. This will include relationships and contractual agreement between board and executive director, possible future council, next elections, professionalization of board, etc... The day will be facilitated by Pat Hughes.
Sunday will be dedicated to our treasurer search. We have planned to meet at least three of our best candidates in the morning. The rest of the day will be for us discussing and deciding further action.
Monday is likely to be more eclectic. We will start by reviewing our personal conflict of interest questionnaires, approve the previous board meeting minutes. There are documents to review and possibly approve (eg, board member pledges, D&O proof of purchase, 990 form etc...). Morning will feature a report from the Executive Director to the board, which will include a general update, future goals, and revenue plan. The rest of the day will include several other topics, such as a data retention policy, approval of an (old) resolution related to "board membership and employement", Wikimania security assessment, and review of the recent media mishaps.
All board members will leave SF on tuesday, which means most of us are likely to be poorly available from friday 4th till wenesday 9th. I will be travelling from the 2nd till the 9th, so please forgive delays in answering requests :-)
If you have any questions on the program (or what is not on the program) please do not hesitate to ask here :-)
Best
Florence
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Florence Devouard wrote:
Dear community,
Next week (5-7 of april 2008), the board of Wikimedia Foundation will hold its first board meeting in San Francisco.
This meeting will be first an opportunity for board members to meet with all the new staff members (Véronique, Erica, Cheryl, Mary-Lou, Kul, Jay), and to discover our new office.
We have planned formal meetings with the entire board, time for smaller group discussions, informal lunches in the office, and dinners at restaurant, to provide many opportunities for good conversation and bonding between board and staff. The excellent news regarding the two recent big donations should cheer us all :-)
The board meeting itself will take place during three days.
We plan to dedicate saturday to board development and governance. This will include relationships and contractual agreement between board and executive director, possible future council, next elections, professionalization of board, etc... The day will be facilitated by Pat Hughes.
Sunday will be dedicated to our treasurer search. We have planned to meet at least three of our best candidates in the morning. The rest of the day will be for us discussing and deciding further action.
Monday is likely to be more eclectic. We will start by reviewing our personal conflict of interest questionnaires, approve the previous board meeting minutes. There are documents to review and possibly approve (eg, board member pledges, D&O proof of purchase, 990 form etc...). Morning will feature a report from the Executive Director to the board, which will include a general update, future goals, and revenue plan. The rest of the day will include several other topics, such as a data retention policy, approval of an (old) resolution related to "board membership and employement", Wikimania security assessment, and review of the recent media mishaps.
All board members will leave SF on tuesday, which means most of us are likely to be poorly available from friday 4th till wenesday 9th. I will be travelling from the 2nd till the 9th, so please forgive delays in answering requests :-)
If you have any questions on the program (or what is not on the program) please do not hesitate to ask here :-)
Best
Florence
Hello everyone,
Except for Domas who will stay a few more days in San Francisco, every board member should now be safely back home !
We had three very busy days in San Francisco. It was the opportunity for the new staff and several board members to meet for the first time. The office is very nicely set up, a huge open space where all staff members work together. Some white boards are stuck everywhere on the walls. There is a corner where we can sit for breaks, with books to look at. The Stillman wall is actually smaller than I thought, but it looks very nice. I would not qualify our office as luxurious, it is located in a rather crappy street, some walls are still in cement, the floor is... quite used, and there are holes above doors... but every one seems to be happy to work there and there is a very cool and friendly atmosphere :-) Plus, there is a great brand new coffee machine (important feature given that there is no starbuck in the street).
It was also a real pleasure to meet with the new staff, who is clearly professional and effective. I missed Brion, who was sick, but I enjoyed discussing with Kul, Jay, Veronique etc... Not sure exactly how to say it, but we should all be thankful for Sue to have gathered such a team imho. On monday evening, a few SF wikipedians showed up, and it was a real pleasure to see Phoebe again, or to meet Philippe for the first time :-)
So... meeting report...
I will probably disappoint you a little, but the report will be rather short; There are two reasons for this. First, some reports/resolutions are still in the final drafting stage and it will take a few more days to circulate them for validation between board members; second, some announcements will be handled by specific board members rather than by me. Let me give you a general overview though.
The first day was, as planned, dedicated to a discussion resolving around reorganization/elections/wikicouncil etc... We had to spend more time than expected on this, but I am happy to say we reached some agreements. Since the outcome is impacting the elections themselves, and Jan-Bart is the board member following election issues, he will be the one to publish the outcome of our brainstorming, probably in the next 10 days or so. Individual board members will probably follow up with some personal thoughts and additional clarifications regarding our decision. Stay tuned :-)
The second day was, as planned, dedicated to our treasurer search and related issues (audit etc../). There are good news on that front and I'll follow up on this matter within a week. (Stay tuned...)
The third day was a mix of ED report (general update, goals, and overview of revenue plan) and other businesses * approval of last two board meetings minutes * discussion over recent press crisis, * signature of Pledge_of_personal_commitment * signature of non disparagement agreement * vote on a resolution on "data retention policy" * vote on a "privacy policy" small update * discussion over a Wikimania security assessment from Mike * D&O Review * future 990 review * Netherlands chapter meeting (who, budget) (related to day 1 issues) * and a resolution regarding "Board Membership and Employment"
I choose to list the topics so that future candidates to the board may have a "glimpse" of the job ;-)
---> Approval of previous board meeting minutes * http://wikimediafoundation.org/wiki/Minutes/December_11%2C_2007 * http://wikimediafoundation.org/wiki/Minutes/March_1%2C_2008
---> Pledge etc... Nothing really special. We simply signed http://wikimediafoundation.org/wiki/Pledge_of_personal_commitment with ink instead of a wiki signature... :-)
---> Non disparagement agreement/confidentiality agreement Mike proposed a document on which there was no consensus. The issue is consequently delayed to a later meeting. Some board members also refused to sign such a document. It was agreed that a more detailed pledge of commitment, listing duties of board member toward WMF as well as WMF toward board members, could be a better solution than simply a non disparagement agreement.
--->Privacy policy update, data retention etc... These will be posted within a few days. As a reminder, all resolutions may be found here: http://wikimediafoundation.org/wiki/Resolutions
--->Security assessment Will be posted by Mike.
--->D&O, 990 Not much to point out on this. The D&O was not available so review will be listed again on next board meeting agenda. The board reviewed the 990 prior to its submission. As a reminder, public information related to WMF finances may be found here: http://wikimediafoundation.org/wiki/Finances
--->Board Membership and Employment The board decided there would be no restrictions regarding to a board member becoming a staff member, nor for a staff member to become a board member.
It was a pretty productive meeting overall.
The next real life board meeting will probably occur immediately before Wikimania, in Egypt.
---> Non disparagement agreement/confidentiality agreement Mike proposed a document on which there was no consensus. The issue is consequently delayed to a later meeting. Some board members also refused to sign such a document. It was agreed that a more detailed pledge of commitment, listing duties of board member toward WMF as well as WMF toward board members, could be a better solution than simply a non disparagement agreement.
What is a non-disparagement agreement? From the name, it sounds like an agreement not to say bad things about people - if that's it, then I'm glad we have board members sensible enough to refuse to sign it. There are times when it is in the best interests of the foundation for someone to stand up and make it clear that they are not happy about something - that includes board members.
Hoi, When you are part of the board, you can and you should be able to say the harshest things. This is expected of a board member. A non disparagement agreement is meant to keep the noise down when the words are spoken outside of the environment. It does help both a persons personal standing and the standing of the board when people can find it in themselves to be polite and political in how they express themselves.
I doubt how much (legal) value can or should be given to such a document, it is certainly a great way to point out that a person who is in violation of such an agreement is indeed the arse hole that this behaviour demonstrates.
*Terms of disparagement* are pejorative words and phrases which are either intended to be or are often regarded as insulting, impolite or unkind.
Given the definition it is bad behaviour in the first place.. Now what is the problem in stating that you will not behave in an objectionable way in the first place ??
Thanks, Gerard
On Thu, Apr 10, 2008 at 2:35 PM, Thomas Dalton thomas.dalton@gmail.com wrote:
---> Non disparagement agreement/confidentiality agreement Mike proposed a document on which there was no consensus. The issue is consequently delayed to a later meeting. Some board members also
refused
to sign such a document. It was agreed that a more detailed pledge of commitment, listing duties of board member toward WMF as well as WMF toward board members, could
be
a better solution than simply a non disparagement agreement.
What is a non-disparagement agreement? From the name, it sounds like an agreement not to say bad things about people - if that's it, then I'm glad we have board members sensible enough to refuse to sign it. There are times when it is in the best interests of the foundation for someone to stand up and make it clear that they are not happy about something - that includes board members.
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On 10/04/2008, Gerard Meijssen gerard.meijssen@gmail.com wrote:
Hoi, When you are part of the board, you can and you should be able to say the harshest things. This is expected of a board member. A non disparagement agreement is meant to keep the noise down when the words are spoken outside of the environment. It does help both a persons personal standing and the standing of the board when people can find it in themselves to be polite and political in how they express themselves.
I doubt how much (legal) value can or should be given to such a document, it is certainly a great way to point out that a person who is in violation of such an agreement is indeed the arse hole that this behaviour demonstrates.
*Terms of disparagement* are pejorative words and phrases which are either intended to be or are often regarded as insulting, impolite or unkind.
Given the definition it is bad behaviour in the first place.. Now what is the problem in stating that you will not behave in an objectionable way in the first place ??
I guess it all depends on exactly what is meant by "disparaging". I expect the actual agreement was rather more precise than the title. I'm not sure I quite agree with your definition of disparaging (in some contexts). The appropriate definition for Wiktionary says:
"To dishonor by a comparison with what is inferior; to lower in rank or estimation by actions or words; to speak slightingly of; to depreciate; to undervalue."
If someone is doing something seriously wrong, it would seem acceptable to me to depreciate them. Whether or not something is pejorative is extremely subjective. For example, on a Wikipedia talk page some people told me off for describing someone (primarily a hypothetical someone, although there were people in the discussion that I could have meant) as "ignorant". I meant that simply to say that they lacked the knowledge relevant to the point at hand. As far as I'm concerned, that's what the word means and I didn't mean it offensively. Other people, quite understandably, interpreted it differently. I think it's fair to say I was disparaging them, but whether or not I was being objectionable depends on who you ask.
Hoi, If you want examples of what I would describe as disparagment, read the blog of Danny Wool. He has little to say for himself, it is typically about others and he does not find it in himself to say anything nice.
It would be cool if Danny turned that page and started to write about Veropedia in stead. In my opinion the value of his project weakens as a result of his constant sniping. I liked what Larry Sanger said about the "Tegenlicht" program that he was in.. he liked the program but it was only about Wikipedia and nothig was included about Citizendium. I can understand this from an editorial point of view. I appreciated Larry for saying it because Citizendium is at least an attempt to improve on Wikipedia, it is at least a positive attitude. Thanks, GerardM
On Thu, Apr 10, 2008 at 3:17 PM, Thomas Dalton thomas.dalton@gmail.com wrote:
On 10/04/2008, Gerard Meijssen gerard.meijssen@gmail.com wrote:
Hoi, When you are part of the board, you can and you should be able to say
the
harshest things. This is expected of a board member. A non
disparagement
agreement is meant to keep the noise down when the words are spoken
outside
of the environment. It does help both a persons personal standing and
the
standing of the board when people can find it in themselves to be
polite and
political in how they express themselves.
I doubt how much (legal) value can or should be given to such a
document, it
is certainly a great way to point out that a person who is in violation
of
such an agreement is indeed the arse hole that this behaviour
demonstrates.
*Terms of disparagement* are pejorative words and phrases which are
either
intended to be or are often regarded as insulting, impolite or unkind.
Given the definition it is bad behaviour in the first place.. Now what
is
the problem in stating that you will not behave in an objectionable way
in
the first place ??
I guess it all depends on exactly what is meant by "disparaging". I expect the actual agreement was rather more precise than the title. I'm not sure I quite agree with your definition of disparaging (in some contexts). The appropriate definition for Wiktionary says:
"To dishonor by a comparison with what is inferior; to lower in rank or estimation by actions or words; to speak slightingly of; to depreciate; to undervalue."
If someone is doing something seriously wrong, it would seem acceptable to me to depreciate them. Whether or not something is pejorative is extremely subjective. For example, on a Wikipedia talk page some people told me off for describing someone (primarily a hypothetical someone, although there were people in the discussion that I could have meant) as "ignorant". I meant that simply to say that they lacked the knowledge relevant to the point at hand. As far as I'm concerned, that's what the word means and I didn't mean it offensively. Other people, quite understandably, interpreted it differently. I think it's fair to say I was disparaging them, but whether or not I was being objectionable depends on who you ask.
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I find quite a lot of nice things in Danny's blog. Here are a few.
"Wikisource is a wonderful project. It is an opportunity to enhance existing Wikipedia articles with older, public domain texts on a wide range of topics, including letters, books, and yes, even old encyclopedia articles, like the New Student's Reference Work or older, public domain editions of the Encyclopedia Britannica. In some cases, Wikisource is the only source online for unusual, rare texts, including some great contemporary accounts of historical events as they happened"
"I am pleased to see the Foundation, in the person of Mike Godwin, acting wisely with regard to the Wikicouncil proposal.....At least someone is asking the right questions. Thank you."
"A lot of people have asked me privately what I think of the recent grant that the WMF has received from the Sloan Foundation. Some were probably expecting some snide comment or devious conspiracy, but I have none. Actually, I think it is a fine thing and it opens up some great opportunities for the WMF. So kudos to everyone involved (and yes, that even means you, Erik)."
As well, he has quite a few posts regarding his time in Israel, favorite works of poetry, etc. But don't let the facts get in the way of your dislike for Danny.
-Dan
On Apr 10, 2008, at 9:33 AM, Gerard Meijssen wrote:
Hoi, If you want examples of what I would describe as disparagment, read the blog of Danny Wool. He has little to say for himself, it is typically about others and he does not find it in himself to say anything nice.
It would be cool if Danny turned that page and started to write about Veropedia in stead. In my opinion the value of his project weakens as a result of his constant sniping. I liked what Larry Sanger said about the "Tegenlicht" program that he was in.. he liked the program but it was only about Wikipedia and nothig was included about Citizendium. I can understand this from an editorial point of view. I appreciated Larry for saying it because Citizendium is at least an attempt to improve on Wikipedia, it is at least a positive attitude. Thanks, GerardM
On Thu, Apr 10, 2008 at 3:17 PM, Thomas Dalton <thomas.dalton@gmail.com
wrote:
On 10/04/2008, Gerard Meijssen gerard.meijssen@gmail.com wrote:
Hoi, When you are part of the board, you can and you should be able to say
the
harshest things. This is expected of a board member. A non
disparagement
agreement is meant to keep the noise down when the words are spoken
outside
of the environment. It does help both a persons personal standing and
the
standing of the board when people can find it in themselves to be
polite and
political in how they express themselves.
I doubt how much (legal) value can or should be given to such a
document, it
is certainly a great way to point out that a person who is in violation
of
such an agreement is indeed the arse hole that this behaviour
demonstrates.
*Terms of disparagement* are pejorative words and phrases which are
either
intended to be or are often regarded as insulting, impolite or unkind.
Given the definition it is bad behaviour in the first place.. Now what
is
the problem in stating that you will not behave in an objectionable way
in
the first place ??
I guess it all depends on exactly what is meant by "disparaging". I expect the actual agreement was rather more precise than the title. I'm not sure I quite agree with your definition of disparaging (in some contexts). The appropriate definition for Wiktionary says:
"To dishonor by a comparison with what is inferior; to lower in rank or estimation by actions or words; to speak slightingly of; to depreciate; to undervalue."
If someone is doing something seriously wrong, it would seem acceptable to me to depreciate them. Whether or not something is pejorative is extremely subjective. For example, on a Wikipedia talk page some people told me off for describing someone (primarily a hypothetical someone, although there were people in the discussion that I could have meant) as "ignorant". I meant that simply to say that they lacked the knowledge relevant to the point at hand. As far as I'm concerned, that's what the word means and I didn't mean it offensively. Other people, quite understandably, interpreted it differently. I think it's fair to say I was disparaging them, but whether or not I was being objectionable depends on who you ask.
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Hoi, Where are his posts about Veropedia ? Thanks, GerardM
On Thu, Apr 10, 2008 at 4:18 PM, Dan Rosenthal swatjester@gmail.com wrote:
I find quite a lot of nice things in Danny's blog. Here are a few.
"Wikisource is a wonderful project. It is an opportunity to enhance existing Wikipedia articles with older, public domain texts on a wide range of topics, including letters, books, and yes, even old encyclopedia articles, like the New Student's Reference Work or older, public domain editions of the Encyclopedia Britannica. In some cases, Wikisource is the only source online for unusual, rare texts, including some great contemporary accounts of historical events as they happened"
"I am pleased to see the Foundation, in the person of Mike Godwin, acting wisely with regard to the Wikicouncil proposal.....At least someone is asking the right questions. Thank you."
"A lot of people have asked me privately what I think of the recent grant that the WMF has received from the Sloan Foundation. Some were probably expecting some snide comment or devious conspiracy, but I have none. Actually, I think it is a fine thing and it opens up some great opportunities for the WMF. So kudos to everyone involved (and yes, that even means you, Erik)."
As well, he has quite a few posts regarding his time in Israel, favorite works of poetry, etc. But don't let the facts get in the way of your dislike for Danny.
-Dan
On Apr 10, 2008, at 9:33 AM, Gerard Meijssen wrote:
Hoi, If you want examples of what I would describe as disparagment, read the blog of Danny Wool. He has little to say for himself, it is typically about others and he does not find it in himself to say anything nice.
It would be cool if Danny turned that page and started to write about Veropedia in stead. In my opinion the value of his project weakens as a result of his constant sniping. I liked what Larry Sanger said about the "Tegenlicht" program that he was in.. he liked the program but it was only about Wikipedia and nothig was included about Citizendium. I can understand this from an editorial point of view. I appreciated Larry for saying it because Citizendium is at least an attempt to improve on Wikipedia, it is at least a positive attitude. Thanks, GerardM
On Thu, Apr 10, 2008 at 3:17 PM, Thomas Dalton <thomas.dalton@gmail.com
wrote:
On 10/04/2008, Gerard Meijssen gerard.meijssen@gmail.com wrote:
Hoi, When you are part of the board, you can and you should be able to say
the
harshest things. This is expected of a board member. A non
disparagement
agreement is meant to keep the noise down when the words are spoken
outside
of the environment. It does help both a persons personal standing and
the
standing of the board when people can find it in themselves to be
polite and
political in how they express themselves.
I doubt how much (legal) value can or should be given to such a
document, it
is certainly a great way to point out that a person who is in violation
of
such an agreement is indeed the arse hole that this behaviour
demonstrates.
*Terms of disparagement* are pejorative words and phrases which are
either
intended to be or are often regarded as insulting, impolite or unkind.
Given the definition it is bad behaviour in the first place.. Now what
is
the problem in stating that you will not behave in an objectionable way
in
the first place ??
I guess it all depends on exactly what is meant by "disparaging". I expect the actual agreement was rather more precise than the title. I'm not sure I quite agree with your definition of disparaging (in some contexts). The appropriate definition for Wiktionary says:
"To dishonor by a comparison with what is inferior; to lower in rank or estimation by actions or words; to speak slightingly of; to depreciate; to undervalue."
If someone is doing something seriously wrong, it would seem acceptable to me to depreciate them. Whether or not something is pejorative is extremely subjective. For example, on a Wikipedia talk page some people told me off for describing someone (primarily a hypothetical someone, although there were people in the discussion that I could have meant) as "ignorant". I meant that simply to say that they lacked the knowledge relevant to the point at hand. As far as I'm concerned, that's what the word means and I didn't mean it offensively. Other people, quite understandably, interpreted it differently. I think it's fair to say I was disparaging them, but whether or not I was being objectionable depends on who you ask.
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http://allswool.blogspot.com/search?q=veropedia
Of course, he notes up front that his blog is "Random musings about Veropedia, Wikipedia, Wikimedia, and other 'edias." which indicates that WMF and Wikipedia are within the wide scope of the blog. As well, Veropedia has its own blog at blog.veropedia.com, so perhaps he feels he does not need to post as much about it. Then again, it's his blog, not yours.
-Dan On Apr 10, 2008, at 10:22 AM, Gerard Meijssen wrote:
Hoi, Where are his posts about Veropedia ? Thanks, GerardM
On Thu, Apr 10, 2008 at 4:18 PM, Dan Rosenthal swatjester@gmail.com wrote:
I find quite a lot of nice things in Danny's blog. Here are a few.
"Wikisource is a wonderful project. It is an opportunity to enhance existing Wikipedia articles with older, public domain texts on a wide range of topics, including letters, books, and yes, even old encyclopedia articles, like the New Student's Reference Work or older, public domain editions of the Encyclopedia Britannica. In some cases, Wikisource is the only source online for unusual, rare texts, including some great contemporary accounts of historical events as they happened"
"I am pleased to see the Foundation, in the person of Mike Godwin, acting wisely with regard to the Wikicouncil proposal.....At least someone is asking the right questions. Thank you."
"A lot of people have asked me privately what I think of the recent grant that the WMF has received from the Sloan Foundation. Some were probably expecting some snide comment or devious conspiracy, but I have none. Actually, I think it is a fine thing and it opens up some great opportunities for the WMF. So kudos to everyone involved (and yes, that even means you, Erik)."
As well, he has quite a few posts regarding his time in Israel, favorite works of poetry, etc. But don't let the facts get in the way of your dislike for Danny.
-Dan
On Apr 10, 2008, at 9:33 AM, Gerard Meijssen wrote:
Hoi, If you want examples of what I would describe as disparagment, read the blog of Danny Wool. He has little to say for himself, it is typically about others and he does not find it in himself to say anything nice.
It would be cool if Danny turned that page and started to write about Veropedia in stead. In my opinion the value of his project weakens as a result of his constant sniping. I liked what Larry Sanger said about the "Tegenlicht" program that he was in.. he liked the program but it was only about Wikipedia and nothig was included about Citizendium. I can understand this from an editorial point of view. I appreciated Larry for saying it because Citizendium is at least an attempt to improve on Wikipedia, it is at least a positive attitude. Thanks, GerardM
On Thu, Apr 10, 2008 at 3:17 PM, Thomas Dalton <thomas.dalton@gmail.com
wrote:
On 10/04/2008, Gerard Meijssen gerard.meijssen@gmail.com wrote:
Hoi, When you are part of the board, you can and you should be able to say
the
harshest things. This is expected of a board member. A non
disparagement
agreement is meant to keep the noise down when the words are spoken
outside
of the environment. It does help both a persons personal standing and
the
standing of the board when people can find it in themselves to be
polite and
political in how they express themselves.
I doubt how much (legal) value can or should be given to such a
document, it
is certainly a great way to point out that a person who is in violation
of
such an agreement is indeed the arse hole that this behaviour
demonstrates.
*Terms of disparagement* are pejorative words and phrases which are
either
intended to be or are often regarded as insulting, impolite or unkind.
Given the definition it is bad behaviour in the first place.. Now what
is
the problem in stating that you will not behave in an objectionable way
in
the first place ??
I guess it all depends on exactly what is meant by "disparaging". I expect the actual agreement was rather more precise than the title. I'm not sure I quite agree with your definition of disparaging (in some contexts). The appropriate definition for Wiktionary says:
"To dishonor by a comparison with what is inferior; to lower in rank or estimation by actions or words; to speak slightingly of; to depreciate; to undervalue."
If someone is doing something seriously wrong, it would seem acceptable to me to depreciate them. Whether or not something is pejorative is extremely subjective. For example, on a Wikipedia talk page some people told me off for describing someone (primarily a hypothetical someone, although there were people in the discussion that I could have meant) as "ignorant". I meant that simply to say that they lacked the knowledge relevant to the point at hand. As far as I'm concerned, that's what the word means and I didn't mean it offensively. Other people, quite understandably, interpreted it differently. I think it's fair to say I was disparaging them, but whether or not I was being objectionable depends on who you ask.
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Gerard Meijssen wrote:
If you want examples of what I would describe as disparagment, read the blog of Danny Wool. He has little to say for himself, it is typically about others and he does not find it in himself to say anything nice.
It would be cool if Danny turned that page and started to write about Veropedia in stead. In my opinion the value of his project weakens as a result of his constant sniping. I liked what Larry Sanger said about the "Tegenlicht" program that he was in.. he liked the program but it was only about Wikipedia and nothig was included about Citizendium. I can understand this from an editorial point of view. I appreciated Larry for saying it because Citizendium is at least an attempt to improve on Wikipedia, it is at least a positive attitude.
What does this have to do with the content of this thread? Are you that desperate to attack Danny at every possible opportunity that we're going to keep getting these off-topic ad-hominem attacks any time the slightest opportunity arises? This is probably the fifth or sixth time you've posted basically a minor variant of this message, very few of them actually on-topic in the thread they were posted in.
If you won't reign in your behavior, I'd like to ask that Mr. Meijssen be put on moderation.
-Mark
On Thu, Apr 10, 2008 at 8:26 PM, Delirium delirium@hackish.org wrote:
If you won't reign in your behavior, I'd like to ask that Mr. Meijssen be put on moderation.
I won't comment right now on this but, as it was recently criticised that list moderators don't acknowledge such comments, it is hereby duly noted. [Further comments should, if possible, go to the list admins via private mail as to not clutter this thread).
For the record, this thread is indeed about the board meetings and its results so, while discussion about the staff-board and vice versa transition is certainly okay, I'd rather not have a discussion here about individual staff members merits, this seems really a bit off-topic.
I feel like the House of Commons Speaker in saying this but whatever...
Yours, Michael
On 2008.04.10 15:33:05 +0200, Gerard Meijssen gerard.meijssen@gmail.com scribbled 3.2K characters:
Hoi, If you want examples of what I would describe as disparagment, read the blog of Danny Wool. He has little to say for himself, it is typically about others and he does not find it in himself to say anything nice.
It would be cool if Danny turned that page and started to write about Veropedia in stead. In my opinion the value of his project weakens as a result of his constant sniping. I liked what Larry Sanger said about the "Tegenlicht" program that he was in.. he liked the program but it was only about Wikipedia and nothig was included about Citizendium. I can understand this from an editorial point of view. I appreciated Larry for saying it because Citizendium is at least an attempt to improve on Wikipedia, it is at least a positive attitude. Thanks, GerardM
Correct me if I am wrong, but are you suggesting that the value of having the WMF use non-disparagement agreements would be so the WMF could sue people over their unflattering blogs? Because I see no other way to interpret your example.
That strikes me as quite a reprehensible thing to want the WMF to do.
-- gwern PPS d UT/RUS .ch 355 ICE Yukon SHS wwics assassination
Hoi, Why ? Ask yourself, what good does disparagement do. What is the point of continuously attacking people, invading in their private life. If you have something serious to say and you make your point fine. Writing in a slanderous way is not the done thing and when people who are or were part of an organisation do this, the damage to the people left behind in an organisation is much greater then when an average Joe says or writes something nasty.
Also the value of such an agreement is limited. When you have serious things to say and go about it in a sensible way there is little that will stop you saying it. It is not that efficient a gag. Thanks, GerardM
On Thu, Apr 10, 2008 at 10:37 PM, Gwern Branwen gwern0@gmail.com wrote:
On 2008.04.10 15:33:05 +0200, Gerard Meijssen gerard.meijssen@gmail.com scribbled 3.2K characters:
Hoi, If you want examples of what I would describe as disparagment, read the
blog
of Danny Wool. He has little to say for himself, it is typically about others and he does not find it in himself to say anything nice.
It would be cool if Danny turned that page and started to write about Veropedia in stead. In my opinion the value of his project weakens as a result of his constant sniping. I liked what Larry Sanger said about the "Tegenlicht" program that he was in.. he liked the program but it was
only
about Wikipedia and nothig was included about Citizendium. I can
understand
this from an editorial point of view. I appreciated Larry for saying it because Citizendium is at least an attempt to improve on Wikipedia, it
is at
least a positive attitude. Thanks, GerardM
Correct me if I am wrong, but are you suggesting that the value of having the WMF use non-disparagement agreements would be so the WMF could sue people over their unflattering blogs? Because I see no other way to interpret your example.
That strikes me as quite a reprehensible thing to want the WMF to do.
-- gwern PPS d UT/RUS .ch 355 ICE Yukon SHS wwics assassination
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On 11/04/2008, Gerard Meijssen gerard.meijssen@gmail.com wrote:
Hoi, Why ? Ask yourself, what good does disparagement do.
Depending on your definition, simply informing the public of wrongdoing could be considered disparagement, and that certainly can do some good.
What is the point of continuously attacking people, invading in their private life.
Please stop constructing straw men.
If you have something serious to say and you make your point fine. Writing in a slanderous way is not the done thing and when people who are or were part of an organisation do this, the damage to the people left behind in an organisation is much greater then when an average Joe says or writes something nasty.
That's all a matter of definition. Slander is obviously unacceptable (and illegal). Disparagement is a much broader term.
Also the value of such an agreement is limited. When you have serious things to say and go about it in a sensible way there is little that will stop you saying it. It is not that efficient a gag.
And since, as others have said, it almost certainly wouldn't be enforced, there really is no point.
-----BEGIN PGP SIGNED MESSAGE----- Hash: SHA1
Thomas Dalton wrote:
On 11/04/2008, Gerard Meijssen gerard.meijssen@gmail.com wrote:
Hoi, Why ? Ask yourself, what good does disparagement do.
Depending on your definition, simply informing the public of wrongdoing could be considered disparagement, and that certainly can do some good.
We already went through this discussion internally. The document as written is quite explicit that constructive discourse is something to be encouraged and is not being restricted in any way -- I certainly wouldn't have signed it otherwise.
This isn't about saying "in my opinion, Wikimedia would be better off doing X instead of Y" or "Z was a bad call and should have been done differently", it's about saying "Wikimedia are a bunch of incompetent jerks!" -- and vice versa (Wikimedia can't say "Brion was a moron" after I hypothetically leave, but we're free to disagree about actual things).
As for why this sort of agreement is required; as employees we are agents of the Wikimedia Foundation, working on its behalf. As company representatives, we're expected to behave ourselves like adults -- our behavior reflects on the company, and the company's behavior reflects on our own professional reputations.
In an ideal world, we wouldn't have to write this sort of thing down and sign it, as it would simply be understood. We also shouldn't have to spell out that yelling and throwing objects at one another is unacceptable behavior.
But sometimes people do behave inappropriately, and that reflects poorly on everybody. Making the rules explicit reminds everyone what is expected; making the agreement two-sided encourages everybody to remember they're professional adults and act like it, as it's in all our best interests.
- -- brion vibber (brion @ wikimedia.org)
2008/4/11, Brion Vibber brion@wikimedia.org:
We already went through this discussion internally. The document as written is quite explicit that constructive discourse is something to be encouraged and is not being restricted in any way -- I certainly wouldn't have signed it otherwise.
I notice over and over again in this discussion that it is quite hard to discuss a document that we have not read. Maybe we should wait until the Board or Mike releases that proposal, so that we can discuss it properly (or not discuss at all, but wait until it has been accepted, which makes community discussion kind of useless)
BR, Lodewijk
On 4/12/08, effe iets anders effeietsanders@gmail.com wrote:
2008/4/11, Brion Vibber brion@wikimedia.org:
We already went through this discussion internally. The document as written is quite explicit that constructive discourse is something to be encouraged and is not being restricted in any way -- I certainly wouldn't have signed it otherwise.
I notice over and over again in this discussion that it is quite hard to discuss a document that we have not read. Maybe we should wait until the Board or Mike releases that proposal, so that we can discuss it properly (or not discuss at all, but wait until it has been accepted, which makes community discussion kind of useless)
BR, Lodewijk
As a matter of pure factual accuracy, an acceptance of a resolution or signing a bilaterally binding agreement, does not make community discussion useless. Far from it. Silent acquiescence, even after the fact, to bad works (if any) by the board or staff, when they are of an institutional nature, - rather than personal peccadilloes - serves a very useful role, in steering such bodies away from moving further along that course in the future.
Now I do not know that what is approved eventually if at all, is what a fair person would describe as a bad piece of work, but the general point stands.
Jussi-Ville Heiskanen, ~ [[User:Cimon Avaro]]
On 4/12/08, Jussi-Ville Heiskanen cimonavaro@gmail.com wrote:
As a matter of pure factual accuracy, an acceptance of a resolution or signing a bilaterally binding agreement, does not make community discussion useless. Far from it. Silent acquiescence, even after the fact, to bad works (if any) by the board or staff, when they are of an institutional nature, - rather than personal peccadilloes - serves a very useful role, in steering such bodies away from moving further along that course in the future.
Meh, for "Silent acquiescence" read "Speaking out about"... blargh.
Jussi-Ville Heiskanen, ~ [[User:Cimon Avaro]]
Brion Vibber wrote:
-----BEGIN PGP SIGNED MESSAGE----- Hash: SHA1
Thomas Dalton wrote:
On 11/04/2008, Gerard Meijssen gerard.meijssen@gmail.com wrote:
Hoi, Why ? Ask yourself, what good does disparagement do.
Depending on your definition, simply informing the public of wrongdoing could be considered disparagement, and that certainly can do some good.
We already went through this discussion internally. The document as written is quite explicit that constructive discourse is something to be encouraged and is not being restricted in any way -- I certainly wouldn't have signed it otherwise.
This isn't about saying "in my opinion, Wikimedia would be better off doing X instead of Y" or "Z was a bad call and should have been done differently", it's about saying "Wikimedia are a bunch of incompetent jerks!" -- and vice versa (Wikimedia can't say "Brion was a moron" after I hypothetically leave, but we're free to disagree about actual things).
As for why this sort of agreement is required; as employees we are agents of the Wikimedia Foundation, working on its behalf. As company representatives, we're expected to behave ourselves like adults -- our behavior reflects on the company, and the company's behavior reflects on our own professional reputations.
In an ideal world, we wouldn't have to write this sort of thing down and sign it, as it would simply be understood. We also shouldn't have to spell out that yelling and throwing objects at one another is unacceptable behavior.
But sometimes people do behave inappropriately, and that reflects poorly on everybody. Making the rules explicit reminds everyone what is expected; making the agreement two-sided encourages everybody to remember they're professional adults and act like it, as it's in all our best interests.
I would like to point out Brion, that the agreement I was talking about and which was reviewed by the board last week end is NOT meant for the staff, but meant for the board. I have no idea if the document showed to us is the exact copy than the one you actually signed.
It may be, or not. I simply do not know.
What is worth mentionning is that contrariwise to the staff, we first discovered that document last week end, so contrariwise to staff, it was not discussed internally (last week end was our first discussion on it).
The document we were presented was received differently depending on board members. As far as I am concerned, the document I saw for the first time last week-end was completely unacceptable. It was actually not a non-disparagement agreement, but a confidentiality agreement. It included a non-disparagement paragraph, but also made it mandatory for all board members at the end of their employment (yeah, that was the text :-)), to give a copy of all documents, emails, etc... shared during activity, and to destroy our own personal copy.
I tried to figure out sifting through 4 years of emails (I receive about 30 personal emails everyday, plus a dozen mailing lists) to identify the ones being personal and the ones being related to my "employment as board member" (copy to WMF then destruction of my copy). Frankly, it is impossible.
I do not know what your paragraph about non-disparagement says, but in ours, I did not read that constructive discussion was encouraged.
I am disturbed that your argument for signing such a document is that it would prevent people from behaving inappropriately (eg, throwing objects, yelling). I absolutely agree that this behavior is not appropriate, but this behavior is better discouraged by a code of conduct than by a non-disparagement agreement.
As staff member, if you become aware of unlawful activities, you may tell the ED, or the Chair of the WMF, or the Chair of the audit committee. In case these three do nothing at all, I guess that you might be unhappy, but you will have done your duty. If things turn really sour, you will be able to say "look, I reported what I knew".
As board member, and even more, as chair, I hold a far bigger responsibility if someone acts with lack of care or is not loyal. Lawsuits against board members who have failed to fullfill their fiduciary responsibility DO happen. Certainly, most cases do not need to be advertised publicly, nor is it good idea to humiliate others. I fully agree we should avoid doing that. Still, when someone has signed a document where it is stated that should he disparage (whatever that means) a board member, a staff member or the Foundation generally, he will be led in court, I expect that a board member will think double before raising a touchy issue; and might prefer closing his eyes to possibly getting in trouble.
It is not only a question of freedom of speech, but also of serving the best interests. It may be that the best interest is to "shut up" and always appear as a united team. Generally, I think that's the best. But there are also times when it is best to speak up, and no board member should fear being sued if he speaks up.
Last, you mention adulthood. Would not it be more "adult" precisely to pledge to respect others and their activity, to pledge to always try to have our mission in mind, to follow common values shared by the group; to respect a code of conduct and promise to inform in conflict of interests you might be submitted to; as opposed to be maintained under a legal threat ?
My suggestion was to work on such a pledge :-)
Still, when someone has signed a document where it is stated that should he disparage (whatever that means) a board member, a staff member or the Foundation generally, he will be led in court, I expect that a board member will think double before raising a touchy issue; and might prefer closing his eyes to possibly getting in trouble.
The agreement didn't define "disparage"? In that case, is there a standard legal definition which is more precise than the everyday one? (I guess that question is directed at Mike.)
From Black's Law Dictionary:
Disparagement n. 1. A derogatory comparison of one thing with another <the disparagement consisted in comparing the acknowledged liar to a murderer>. 2. The act or an instance of castigating or detracting from the reputation of, esp. unfairly or untruthfully <when she told the press the details of her husband's philandering, her statements amounted to disparagement>. 3. A false and injurious statement that discredits or detracts from the reputation of another's property, product or business. To recover in tort for disparagement. the plaintiff must prove that the statement caused a third party to take some action resulting in specific pecuniary loss to the plaintiff. -- Also termed injurious falsehood. -- More narrowly termed slander of title; trade libel; slander of goods. See TRADE DISPARAGEMENT. Cf. commercial defamation under DEFAMATION. [Cases: Libel and Slander KeyCite 130, 133. C.J.S. Libel and Slander; Injurious Falsehood §§204-206, 209.] 4. Reproach, disgrace, or indignity <self-importance is a disparagement of greatness>. 5. Hist. The act or an instance of pairing an heir in marriage with someone of an inferior social rank <the guardian's arranging for the heir's marriage to a chimney sweep amounted to disparagement>. -- disparage, vb.
(Westlaw is down, so I had to hand type this from my hard copy, so any errors are from my typing).
-Dan On Apr 12, 2008, at 9:05 AM, Thomas Dalton wrote:
Still, when someone has signed a document where it is stated that should he disparage (whatever that means) a board member, a staff member or the Foundation generally, he will be led in court, I expect that a board member will think double before raising a touchy issue; and might prefer closing his eyes to possibly getting in trouble.
The agreement didn't define "disparage"? In that case, is there a standard legal definition which is more precise than the everyday one? (I guess that question is directed at Mike.)
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On 12/04/2008, Dan Rosenthal swatjester@gmail.com wrote:
From Black's Law Dictionary:
Disparagement n. 1. A derogatory comparison of one thing with another <the disparagement consisted in comparing the acknowledged liar to a murderer>. 2. The act or an instance of castigating or detracting from the reputation of, esp. unfairly or untruthfully <when she told the press the details of her husband's philandering, her statements amounted to disparagement>. 3. A false and injurious statement that discredits or detracts from the reputation of another's property, product or business. To recover in tort for disparagement. the plaintiff must prove that the statement caused a third party to take some action resulting in specific pecuniary loss to the plaintiff. -- Also termed injurious falsehood. -- More narrowly termed slander of title; trade libel; slander of goods. See TRADE DISPARAGEMENT. Cf. commercial defamation under DEFAMATION. [Cases: Libel and Slander KeyCite 130, 133. C.J.S. Libel and Slander; Injurious Falsehood §§204-206, 209.] 4. Reproach, disgrace, or indignity <self-importance is a disparagement of greatness>. 5. Hist. The act or an instance of pairing an heir in marriage with someone of an inferior social rank <the guardian's arranging for the heir's marriage to a chimney sweep amounted to disparagement>. -- disparage, vb.
Thank you. If the statement is untrue, then it's clearly unacceptable. I wouldn't consider it just being injurious (which appears to mean something that causes injury) as unacceptable. If it's said purely to cause injury, then fair enough, but if it's said with another aim in mind (improving the foundation, say) and the injury is just a side-effect, then I have no problem with it. (Of course, it would be good to try and avoid the injury if possible, but it isn't always.)
I 100% agree about a code of conduct. A non-disparagement agreement will not stop someone from getting pissed off and throwing their burrito, but a code of conduct will; and it (code) will do so without hindering whistleblowing activities, or disrupting others' rights to free speech.
On Apr 11, 2008, at 9:42 PM, Florence Devouard wrote:
Brion Vibber wrote:
-----BEGIN PGP SIGNED MESSAGE----- Hash: SHA1
Thomas Dalton wrote:
On 11/04/2008, Gerard Meijssen gerard.meijssen@gmail.com wrote:
Hoi, Why ? Ask yourself, what good does disparagement do.
Depending on your definition, simply informing the public of wrongdoing could be considered disparagement, and that certainly can do some good.
We already went through this discussion internally. The document as written is quite explicit that constructive discourse is something to be encouraged and is not being restricted in any way -- I certainly wouldn't have signed it otherwise.
This isn't about saying "in my opinion, Wikimedia would be better off doing X instead of Y" or "Z was a bad call and should have been done differently", it's about saying "Wikimedia are a bunch of incompetent jerks!" -- and vice versa (Wikimedia can't say "Brion was a moron" after I hypothetically leave, but we're free to disagree about actual things).
As for why this sort of agreement is required; as employees we are agents of the Wikimedia Foundation, working on its behalf. As company representatives, we're expected to behave ourselves like adults -- our behavior reflects on the company, and the company's behavior reflects on our own professional reputations.
In an ideal world, we wouldn't have to write this sort of thing down and sign it, as it would simply be understood. We also shouldn't have to spell out that yelling and throwing objects at one another is unacceptable behavior.
But sometimes people do behave inappropriately, and that reflects poorly on everybody. Making the rules explicit reminds everyone what is expected; making the agreement two-sided encourages everybody to remember they're professional adults and act like it, as it's in all our best interests.
I would like to point out Brion, that the agreement I was talking about and which was reviewed by the board last week end is NOT meant for the staff, but meant for the board. I have no idea if the document showed to us is the exact copy than the one you actually signed.
It may be, or not. I simply do not know.
What is worth mentionning is that contrariwise to the staff, we first discovered that document last week end, so contrariwise to staff, it was not discussed internally (last week end was our first discussion on it).
The document we were presented was received differently depending on board members. As far as I am concerned, the document I saw for the first time last week-end was completely unacceptable. It was actually not a non-disparagement agreement, but a confidentiality agreement. It included a non-disparagement paragraph, but also made it mandatory for all board members at the end of their employment (yeah, that was the text :-)), to give a copy of all documents, emails, etc... shared during activity, and to destroy our own personal copy.
I tried to figure out sifting through 4 years of emails (I receive about 30 personal emails everyday, plus a dozen mailing lists) to identify the ones being personal and the ones being related to my "employment as board member" (copy to WMF then destruction of my copy). Frankly, it is impossible.
I do not know what your paragraph about non-disparagement says, but in ours, I did not read that constructive discussion was encouraged.
I am disturbed that your argument for signing such a document is that it would prevent people from behaving inappropriately (eg, throwing objects, yelling). I absolutely agree that this behavior is not appropriate, but this behavior is better discouraged by a code of conduct than by a non-disparagement agreement.
As staff member, if you become aware of unlawful activities, you may tell the ED, or the Chair of the WMF, or the Chair of the audit committee. In case these three do nothing at all, I guess that you might be unhappy, but you will have done your duty. If things turn really sour, you will be able to say "look, I reported what I knew".
As board member, and even more, as chair, I hold a far bigger responsibility if someone acts with lack of care or is not loyal. Lawsuits against board members who have failed to fullfill their fiduciary responsibility DO happen. Certainly, most cases do not need to be advertised publicly, nor is it good idea to humiliate others. I fully agree we should avoid doing that. Still, when someone has signed a document where it is stated that should he disparage (whatever that means) a board member, a staff member or the Foundation generally, he will be led in court, I expect that a board member will think double before raising a touchy issue; and might prefer closing his eyes to possibly getting in trouble.
It is not only a question of freedom of speech, but also of serving the best interests. It may be that the best interest is to "shut up" and always appear as a united team. Generally, I think that's the best. But there are also times when it is best to speak up, and no board member should fear being sued if he speaks up.
Last, you mention adulthood. Would not it be more "adult" precisely to pledge to respect others and their activity, to pledge to always try to have our mission in mind, to follow common values shared by the group; to respect a code of conduct and promise to inform in conflict of interests you might be submitted to; as opposed to be maintained under a legal threat ?
My suggestion was to work on such a pledge :-)
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Dan Rosenthal wrote:
I 100% agree about a code of conduct. A non-disparagement agreement will not stop someone from getting pissed off and throwing their burrito, but a code of conduct will; and it (code) will do so without hindering whistleblowing activities, or disrupting others' rights to free speech.
I guess I don't see how a code of conduct will stop someone from doing something when a non-disparagement agreement would not. Other than the name you give it, what's the difference? In the end, they're both just pieces of paper with somebody's signature on them.
--Michael Snow
Even if the God Almighty wrote the order, man can breach it, if he will. I think it unrealistic something written down can prevent anyone to do something, either bad or good, deliberately.
Rather is it a matter of these: * If an organization (here WMF) must have a policy which dictate the affected party to do so-and-so and not to do so-and-so? What will this policy benefit the organization and the projects that org is running? * And if that is breached, what kind of sanctions must be legally posed and must not?
I say "must" - if that policy is something the org in question either may or may not have, something without which the org has no problem and won't, I strongly doubt if it is really a good idea to compose such ... but IANAL and may be too naive in this point.
On Sun, Apr 13, 2008 at 3:12 AM, Michael Snow wikipedia@verizon.net wrote:
Dan Rosenthal wrote:
I 100% agree about a code of conduct. A non-disparagement agreement will not stop someone from getting pissed off and throwing their burrito, but a code of conduct will; and it (code) will do so without hindering whistleblowing activities, or disrupting others' rights to free speech.
I guess I don't see how a code of conduct will stop someone from doing something when a non-disparagement agreement would not. Other than the name you give it, what's the difference? In the end, they're both just pieces of paper with somebody's signature on them.
--Michael Snow
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Aphaia wrote:
Even if the God Almighty wrote the order, man can breach it, if he will. I think it unrealistic something written down can prevent anyone to do something, either bad or good, deliberately.
Indeed, but it is worth pointing out (and I am not commenting on the issue at hand, but making a general philosophical point) that most people live up to agreements, that people could do a lot of things that they won't do if they have signed an agreement not to do it.
--Jimbo
Jimmy Wales wrote:
Aphaia wrote:
Even if the God Almighty wrote the order, man can breach it, if he will. I think it unrealistic something written down can prevent anyone to do something, either bad or good, deliberately.
Indeed, but it is worth pointing out (and I am not commenting on the issue at hand, but making a general philosophical point) that most people live up to agreements, that people could do a lot of things that they won't do if they have signed an agreement not to do it.
In many cases, yes, but the clueful people would do that anyway, with or without a signed agreement. It may require some discussion so that a newcomer has an understanding of the boundaries, but that is far removed from some kind of pseudo-legally binding contract. The clueful among us also understand the principle of "Ignore all rules," as one that goes beyond a mere excuse for getting one's way. A sense of ethical responsibility is more important than a signed agreement. How much does a signed agreement add to that? If it's a matter of rogue elements, how do such individuals get on the Board in the first place? If they engage in outrageous behaviour after leaving the Board, all that legal action will accomplish is to create a spectacle that will give otherwise unavailable credibility to their views.
For now, in the absence of any real need, the impression left by such a proposal is of a Board wanting to protect its own vested interests rather than its projects.
Ec
On 4/11/08, Florence Devouard Anthere9@yahoo.com wrote:
It is not only a question of freedom of speech, but also of serving the best interests. It may be that the best interest is to "shut up" and always appear as a united team. Generally, I think that's the best. But there are also times when it is best to speak up, and no board member should fear being sued if he speaks up.
There's a difference between "speaking out" and making insinuations and personal attacks. The non-disparagement agreement begins an important conversation about this difference, and leads it towards a social and legal agreement. I'm sure you agree that none of us have the desire to trash talk each other in public; when we criticize, we want to be judicious and fair, and we want to be treated in the same way. The agreement puts this into clearer language that we can all commit to. This is the relevant section from the agreement signed by staff members:
- begin quote - NON-DISPARAGEMENT AND CONSIDERATION. Both Employer and Employee agree that the free and open exchange of ideas and information among employees, contractors, and agents of the Foundation is to be encouraged. Employee agrees that, during the term of employment and for three years thereafter, Employee shall not, in any communications with the press or other media, or any customer, client or supplier of company, or any of company affiliates, ridicule or make any statement that personally disparages or is derogatory of Employer or its affiliates or any of their respective directors, trustees, or senior officers. Additionally, and in consideration of Employee's covenants in this agreement, no directory senior officer of Employer or member of the Board of Trustees of the Employer will, during the same time period, personally criticize, ridicule or make any statement that personally disparages or is derogatory of employee. - end quote -
I think that's a reasonable definition. I'm sure it could be improved further. But we should not excuse malicious attacks as a "free speech issue". They are not; they are simply inappropriate behavior that nobody associated with the organization should engage in. Furthermore, as has been pointed out, this agreement works both ways; it protects both parties to it.
Having agreements like this in place, beyond stimulating conversation, is also a matter of organizational scalability. We went from zero to 15 employees in three years; the Board itself has expanded and may continue to do so. We're not a small club that can be run primarily by internal consensus -- policies, procedures and agreements exist to mitigate risks.
- begin quote -
NON-DISPARAGEMENT AND CONSIDERATION. Both Employer and Employee agree that the free and open exchange of ideas and information among employees, contractors, and agents of the Foundation is to be encouraged. Employee agrees that, during the term of employment and for three years thereafter, Employee shall not, in any communications with the press or other media, or any customer, client or supplier of company, or any of company affiliates, ridicule or make any statement that personally disparages or is derogatory of Employer or its affiliates or any of their respective directors, trustees, or senior officers. Additionally, and in consideration of Employee's covenants in this agreement, no directory senior officer of Employer or member of the Board of Trustees of the Employer will, during the same time period, personally criticize, ridicule or make any statement that personally disparages or is derogatory of employee.
- end quote -
That's lawyerspeak for "You mustn't say bad things about your boss (and vice versa)." I would never have signed that. It doesn't even acknowledge the Whistleblowing policy, which is directly contradicts (presumably that policy takes precedence, but I would have expected it to be made explicit). The Whistleblowing policy only applies if what you're complaining about is actually illegal. If you just think your boss has been doing an appalling job, you're not allowed to do anything about it. Saying untrue, or purely hurtful things is clearly unacceptable, but anyone should be able to stand up and tell the truth as they see it.
Agree. That's a godawful policy. For instance, "shall not....make any statement that ....is derogatory of employer" means that they cannot say "Wikimedia Foundation is not good at this". The reciprocal agreement is just as bad. For instance, it only prevents "directory senior officer[s] of Employer or member[s] of the Board of Trustees" from criticizing the employee. It does not prevent, for instance, independent contractors from being critical and disparaging of employees, something that, according to some accounts that I've heard, has been an issue before.
-Dan On Apr 13, 2008, at 7:40 PM, Thomas Dalton wrote:
- begin quote -
NON-DISPARAGEMENT AND CONSIDERATION. Both Employer and Employee agree that the free and open exchange of ideas and information among employees, contractors, and agents of the Foundation is to be encouraged. Employee agrees that, during the term of employment and for three years thereafter, Employee shall not, in any communications with the press or other media, or any customer, client or supplier of company, or any of company affiliates, ridicule or make any statement that personally disparages or is derogatory of Employer or its affiliates or any of their respective directors, trustees, or senior officers. Additionally, and in consideration of Employee's covenants in this agreement, no directory senior officer of Employer or member of the Board of Trustees of the Employer will, during the same time period, personally criticize, ridicule or make any statement that personally disparages or is derogatory of employee.
- end quote -
That's lawyerspeak for "You mustn't say bad things about your boss (and vice versa)." I would never have signed that. It doesn't even acknowledge the Whistleblowing policy, which is directly contradicts (presumably that policy takes precedence, but I would have expected it to be made explicit). The Whistleblowing policy only applies if what you're complaining about is actually illegal. If you just think your boss has been doing an appalling job, you're not allowed to do anything about it. Saying untrue, or purely hurtful things is clearly unacceptable, but anyone should be able to stand up and tell the truth as they see it.
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On Sun, Apr 13, 2008 at 4:15 PM, Erik Moeller erik@wikimedia.org wrote:
On 4/11/08, Florence Devouard Anthere9@yahoo.com wrote:
It is not only a question of freedom of speech, but also of serving the best interests. It may be that the best interest is to "shut up" and always appear as a united team. Generally, I think that's the best. But there are also times when it is best to speak up, and no board member should fear being sued if he speaks up.
There's a difference between "speaking out" and making insinuations and personal attacks. The non-disparagement agreement begins an important conversation about this difference, and leads it towards a social and legal agreement. I'm sure you agree that none of us have the desire to trash talk each other in public; when we criticize, we want to be judicious and fair, and we want to be treated in the same way. The agreement puts this into clearer language that we can all commit to. This is the relevant section from the agreement signed by staff members:
- begin quote -
NON-DISPARAGEMENT AND CONSIDERATION. Both Employer and Employee agree that the free and open exchange of ideas and information among employees, contractors, and agents of the Foundation is to be encouraged. Employee agrees that, during the term of employment and for three years thereafter, Employee shall not, in any communications with the press or other media, or any customer, client or supplier of company, or any of company affiliates, ridicule or make any statement that personally disparages or is derogatory of Employer or its affiliates or any of their respective directors, trustees, or senior officers. Additionally, and in consideration of Employee's covenants in this agreement, no directory senior officer of Employer or member of the Board of Trustees of the Employer will, during the same time period, personally criticize, ridicule or make any statement that personally disparages or is derogatory of employee.
- end quote -
I think that's a reasonable definition. I'm sure it could be improved further. But we should not excuse malicious attacks as a "free speech issue". They are not; they are simply inappropriate behavior that nobody associated with the organization should engage in. Furthermore, as has been pointed out, this agreement works both ways; it protects both parties to it.
Thanks Erik. I wholly agree with the general principle of using common sense and being civil to one another, and of course remaining truthful and professional at all times.
Of course, since we are a rather unique organization, some rather unique questions arise. Such as, what's a "company affiliate"? Does that cover any community members, or is there a more formal definition implied? If the former, there could hypothetically be issues since many community members and Foundation employees also happen to be personal friends; and I would think we'd want to be careful about a potential restriction on private speech between friends. Furthermore, does a blog count as "communications with other media"? What counts as being "derogatory"? (I share Cimon's concern that this could conflict with the whistle-blowing policy). Etc. If there are legal definitions for all these terms (such as disparagement) are they referenced by inclusion? There seems to be a lot of well-intentioned vagueness here, with rather alarmingly far-reaching consequences for the the individuals involved (three years thereafter, half again as long as the WMF has existed at all).
I suppose I was under the impression that true slander or libel was generally legally actionable anyway. If so, then what further actions does this policy attempt to prevent? I find personal attacks completely offensive and of no value -- but at the same time, I would very much like the Foundation's employees to be able to (politely, civilly, and in a non-personally disparaging way) call things like they see them, if they find themselves at odds with a general WMF decision. Like any community members, they should be able to make their opinions respectfully known in public fora. I would hate to think that there was even the potential for this being infringed upon for the sake of -- what, precisely? Keeping our public image clean? Legislating civility? I very much hope that there is a crystal-clear understanding among all parties that constructive criticism is still acceptable.
-- phoebe
phoebe ayers wrote:
I find personal attacks completely offensive and of no value -- but at the same time, I would very much like the Foundation's employees to be able to (politely, civilly, and in a non-personally disparaging way) call things like they see them, if they find themselves at odds with a general WMF decision. Like any community members, they should be able to make their opinions respectfully known in public fora. I would hate to think that there was even the potential for this being infringed upon for the sake of -- what, precisely? Keeping our public image clean? Legislating civility? I very much hope that there is a crystal-clear understanding among all parties that constructive criticism is still acceptable.
-- phoebe
I agree with this, Phoebe. I believe -and I hope- that everyone on the staff understands that polite, civil, constructive criticism is not just acceptable, but encouraged.
In my view the primary importance of this kind of agreement lies in the conversation that precedes its signing. It's unusual for an organization to value transparency as much as we do - and so IMO, particularly as we grow a little and bring in people who may be used to different environments, we will want to have explicit conversations about what transparency and openness mean to us and why they're important. For example - we don't want yelling or name-calling. We welcome whistle-blowing. We want to protect people's personal information such as staff home addresses and donor names. We welcome constructive criticism and open dialogue. Etc.
On 4/14/08, Erik Moeller erik@wikimedia.org wrote:
There's a difference between "speaking out" and making insinuations and personal attacks. The non-disparagement agreement begins an important conversation about this difference, and leads it towards a social and legal agreement. I'm sure you agree that none of us have the desire to trash talk each other in public; when we criticize, we want to be judicious and fair, and we want to be treated in the same way. The agreement puts this into clearer language that we can all commit to. This is the relevant section from the agreement signed by staff members:
- begin quote -
NON-DISPARAGEMENT AND CONSIDERATION. Both Employer and Employee agree that the free and open exchange of ideas and information among employees, contractors, and agents of the Foundation is to be encouraged. Employee agrees that, during the term of employment and for three years thereafter, Employee shall not, in any communications with the press or other media, or any customer, client or supplier of company, or any of company affiliates, ridicule or make any statement that personally disparages or is derogatory of Employer or its affiliates or any of their respective directors, trustees, or senior officers. Additionally, and in consideration of Employee's covenants in this agreement, no directory senior officer of Employer or member of the Board of Trustees of the Employer will, during the same time period, personally criticize, ridicule or make any statement that personally disparages or is derogatory of employee.
- end quote -
I think that's a reasonable definition. I'm sure it could be improved further. But we should not excuse malicious attacks as a "free speech issue". They are not; they are simply inappropriate behavior that nobody associated with the organization should engage in. Furthermore, as has been pointed out, this agreement works both ways; it protects both parties to it.
I am curious how closely the definition matches some usual standard formulation of similar agreements.
As to the very text itself, I do have some very strongly felt questions I would love to see clarified. For if I read it closely, and take it to mean what it would clearly seem to imply; that though working both ways, there is a significant imbalance to it.
Now it may be that the imbalance is intentional, perhaps mandated by law, or custom, or just simply the standard way those agreements are formulated. And in fact, in the case of people who are payed employees, I do in fact think it may not be unreasonable there is a this imbalance (which some one who would wish to be more blunt, might call "unfairness"), because there is this old Finnish saying that you sing the songs of the person whose bread you eat.
To my mind though, the case is very very different in the case of people who volunteer their time, and are doing the work out the love for our cause only, without recompense for the burden of responsibility and time expended. Personal sacrifices made. In that situation this lack of balance is very troubling to me.
Let me spell out the imbalance I see.
Let us use generic terms "organisation" and "individual" here, even though of course in practise in the organisation naturally the hypothetical disparaging would of course come from the mouth of an indvidual, but an individual still in the organisation, nevertheless.
On the individual side, let us say hypothetically a removed or resigned board member (which the case would be, does not really signify in illustrating my point), went and spoke to any of the proscribed audiences in a manner not allowed by it, what entity that person is directed not to offend against, is very sweeping, clearly any functionaries or the organisation as a whole, I really cannot see how the text can be parsed any way.
It reads very differently, when the roles are reversed. In that case the only party protected is defined as narrowly as a laser beam. And I quote:
"..ridicule or make any statement that personally disparages or is derogatory of employee."
This leaves a loophole wide as a barn door. Let us again hypothesize a problem, small or large. In that case nothing would preclude the organisation issuing a statement to the effect of for instance: "there have been mistakes made, this and that occured, we cannot give any details, but rest assured the people responsible are no longer with the organisation", provided of course that the statement was phrased in a way that it obscured who the responsible person was.
But in that situation, though nothing in the agreement had been breached, and infact the situation would have repaired much of the image of the organisation, *all* the people who no longer were with the organisation but could by the obscurational nature of the statement conceivably have been the guilty party, would be under a dark cloud.
I really cannot express quite how strongly I feel this would be unfair to some person who had poured their heart and soul, their lifeblood into making the work happen in the organisation, and this is regardless of whether problem had been unintentional or by intent, the imbalance, frankly, is abominable.
Having agreements like this in place, beyond stimulating conversation, is also a matter of organizational scalability. We went from zero to 15 employees in three years; the Board itself has expanded and may continue to do so. We're not a small club that can be run primarily by internal consensus -- policies, procedures and agreements exist to mitigate risks.
I hope do not think I am critisizing you personally. I genuinely have no idea from whose hand the document is, whether is is taken from some standard template, whether it was written by a staff member, a board member or an outside contractor. I just feel I had to bring that out there.
And I repeat, I do not see anything egregious about applying this kind of agreement to those who are given money for the work they do, and could imagine something very close like it might be fairly standard. Even if there might be a cloud that the employees who no longer were foundation employees, might be under, psychologically, the vital thing for them, would be that their employability would not be harmed, and that is what is often the import of such agreements from their point of view.
Jussi-Ville Heiskanen, ~ [[User:Cimon Avaro]]
Erik Moeller wrote:
Additionally, and in consideration of Employee's covenants in this agreement, no directory senior officer of Employer or member of the Board of Trustees of the Employer will, during the same time period, personally criticize, ridicule or make any statement that personally disparages or is derogatory of employee.
- end quote -
I think that's a reasonable definition. I'm sure it could be improved further. But we should not excuse malicious attacks as a "free speech issue". They are not; they are simply inappropriate behavior that nobody associated with the organization should engage in. Furthermore, as has been pointed out, this agreement works both ways; it protects both parties to it.
The language you quoted doesn't even remotely restrict itself to "malicious attacks", though: "personally criticize" covers a much broader range of things, as does a prohibition on comments that are "derogatory". Legitimate criticism aired in a calm and constructive manner of the wrongdoings of a board member or employee would consitute "personally criticizing" them, though not "maliciously attacking" them.
If it were narrowed to say something more like: "no [blah blah]...will, during the same time period, maliciously attack, personally ridicule or make any statement that personally disparages employee", that would be more like the summary you gave.
-Mark
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Florence Devouard wrote:
Last, you mention adulthood. Would not it be more "adult" precisely to pledge to respect others and their activity, to pledge to always try to have our mission in mind, to follow common values shared by the group; to respect a code of conduct and promise to inform in conflict of interests you might be submitted to; as opposed to be maintained under a legal threat ?
In a civilized society, the legal system is where we go to resolve our disputes when we find we *couldn't* work them out amicably in person like we would prefer to.
Contracts are a formal way to make agreements -- pledges -- written down, so that *if* a dispute occurs in the future, we can all sit down and point at the agreement, reason about it, and if it ends up needing to be decided with assistance from the law, the judge will have a chance of figuring out what it is the parties agreed to.
Being an adult is about responsibility, and that means planning for contingencies.
That's why we put our money in banks instead of under the mattress, why we get health insurance instead of hiding from the doctor, and why we write down contracts instead of making all agreements under the table.
- -- brion
And yet, a contract is a pledge of sorts, but its enforceability is supported by law. However, to gain that enforceability, the contract must be sufficiently certain. Given that the key focus of that non- disparagement agreement is "disparagement", it would seem critical that disparagement be defined. And yet, it's not. It's suitably vague. That's hurting the value of what a pledge is: a promise that something will (or will not) happen. If that act or omission is not actually defined (such as in this case, with disparagement being the act), then you simply cannot make that kind of promise. On top of that, for a promise like this to be worthwhile, it must be equitably applied to members of the group (i.e. all members of the board, or all members of the staff, or all of both). Picking and choosing who falls underneath the pledge/contract diminishes its value by allowing loopholes. For instance, suppose all the staff and board signed this agreement, and one member (board or staff, doesn't matter) leaves disgruntled. Under the text of that agreement, that member does not have any assurances that an independent contractor for the foundation won't slam them (since said people wouldn't be covered under the agreement). Given this discrepancy, it's feasible to see a situation where this agreement as written works far more to the benefit of the foundation than to the benefit of an employee/trustee who leaves. And that's not a good thing.
-Dan On Apr 14, 2008, at 1:43 PM, Brion Vibber wrote:
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Florence Devouard wrote:
Last, you mention adulthood. Would not it be more "adult" precisely to pledge to respect others and their activity, to pledge to always try to have our mission in mind, to follow common values shared by the group; to respect a code of conduct and promise to inform in conflict of interests you might be submitted to; as opposed to be maintained under a legal threat ?
In a civilized society, the legal system is where we go to resolve our disputes when we find we *couldn't* work them out amicably in person like we would prefer to.
Contracts are a formal way to make agreements -- pledges -- written down, so that *if* a dispute occurs in the future, we can all sit down and point at the agreement, reason about it, and if it ends up needing to be decided with assistance from the law, the judge will have a chance of figuring out what it is the parties agreed to.
Being an adult is about responsibility, and that means planning for contingencies.
That's why we put our money in banks instead of under the mattress, why we get health insurance instead of hiding from the doctor, and why we write down contracts instead of making all agreements under the table.
- -- brion
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Dan Rosenthal wrote:
And yet, a contract is a pledge of sorts, but its enforceability is supported by law. However, to gain that enforceability, the contract must be sufficiently certain. Given that the key focus of that non- disparagement agreement is "disparagement", it would seem critical that disparagement be defined. And yet, it's not. It's suitably vague. That's hurting the value of what a pledge is: a promise that something will (or will not) happen. If that act or omission is not actually defined (such as in this case, with disparagement being the act), then you simply cannot make that kind of promise. On top of that, for a promise like this to be worthwhile, it must be equitably applied to members of the group (i.e. all members of the board, or all members of the staff, or all of both). Picking and choosing who falls underneath the pledge/contract diminishes its value by allowing loopholes. For instance, suppose all the staff and board signed this agreement, and one member (board or staff, doesn't matter) leaves disgruntled. Under the text of that agreement, that member does not have any assurances that an independent contractor for the foundation won't slam them (since said people wouldn't be covered under the agreement). Given this discrepancy, it's feasible to see a situation where this agreement as written works far more to the benefit of the foundation than to the benefit of an employee/trustee who leaves. And that's not a good thing.
-Dan
Nod.
Regarding (who gets) benefits of the agreement, it seems frequent that the non-disparagement agreements are typically signed at the moment when an employee quits an organization (be it because he resigns or is fired). The future-ex-employee can choose to sign the agreement or not. Agreement to sign may come with a financial compensation for the employee.
Ant
On Apr 14, 2008, at 1:43 PM, Brion Vibber wrote:
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Florence Devouard wrote:
Last, you mention adulthood. Would not it be more "adult" precisely to pledge to respect others and their activity, to pledge to always try to have our mission in mind, to follow common values shared by the group; to respect a code of conduct and promise to inform in conflict of interests you might be submitted to; as opposed to be maintained under a legal threat ?
In a civilized society, the legal system is where we go to resolve our disputes when we find we *couldn't* work them out amicably in person like we would prefer to.
Contracts are a formal way to make agreements -- pledges -- written down, so that *if* a dispute occurs in the future, we can all sit down and point at the agreement, reason about it, and if it ends up needing to be decided with assistance from the law, the judge will have a chance of figuring out what it is the parties agreed to.
Being an adult is about responsibility, and that means planning for contingencies.
That's why we put our money in banks instead of under the mattress, why we get health insurance instead of hiding from the doctor, and why we write down contracts instead of making all agreements under the table.
- -- brion
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Thomas Dalton wrote:
I guess it all depends on exactly what is meant by "disparaging". I expect the actual agreement was rather more precise than the title.
The difference between disparagement and legitimate criticism would need to be defined, yes, and Mike will be working on a formula to try and provide a little more clarity. In the meantime, with or without a non-disparagement agreement, board members still have a fiduciary obligation to always act in the best interests of the organization.
--Michael Snow
Michael Snow wrote:
In the meantime, with or without a non-disparagement agreement, board members still have a fiduciary obligation to always act in the best interests of the organization.
What is actually the point of all of this legal posturing? Does the Wikimedia Foundation seriously intend to ever sue a member of its Board of Directors solely for saying disparaging things about it? Would that *ever* be the right thing to do? I can think of very few cases where a decision to do so would not itself be a breach of fiduciary duty, basically sinking the organization by destroying its public goodwill and donation stream. You can't really having a leading position in the free-content movement and simultaneously pursue lawsuits that even appear to be attempting to repress speech.
-Mark
Delirium wrote:
Michael Snow wrote:
In the meantime, with or without a non-disparagement agreement, board members still have a fiduciary obligation to always act in the best interests of the organization.
What is actually the point of all of this legal posturing? Does the Wikimedia Foundation seriously intend to ever sue a member of its Board of Directors solely for saying disparaging things about it? Would that *ever* be the right thing to do? I can think of very few cases where a decision to do so would not itself be a breach of fiduciary duty, basically sinking the organization by destroying its public goodwill and donation stream.
Disparagement and breach of fiduciary duty could well overlap, that was exactly my point. But that doesn't help with a situation where somebody has left the organization and the fiduciary obligation has ended. The agreement would be designed to remain in force for a time after the period of service has ended.
I agree that in most cases the foundation would not want to enforce this in court. The odds of any given contract becoming the basis of a lawsuit are very slim. But the fact that it would be a contract belies the one-sided analysis I'm seeing so far. Contracts, of course, require a mutual obligation, so the idea is that Wikimedia would not be allowed to disparage former board members either. That as much as the reverse is the reason officers and employees might sign such an agreement, since it allows them to protect their personal reputation and future employability. I trust people don't want the foundation to have that kind of threat hanging over those who decide to move on.
--Michael Snow
On 4/11/08, Michael Snow wikipedia@verizon.net wrote:
Delirium wrote:
Michael Snow wrote:
In the meantime, with or without a non-disparagement agreement, board members still have a fiduciary obligation to always act in the best interests of the organization.
What is actually the point of all of this legal posturing? Does the Wikimedia Foundation seriously intend to ever sue a member of its Board of Directors solely for saying disparaging things about it? Would that *ever* be the right thing to do? I can think of very few cases where a decision to do so would not itself be a breach of fiduciary duty, basically sinking the organization by destroying its public goodwill and donation stream.
Disparagement and breach of fiduciary duty could well overlap, that was exactly my point. But that doesn't help with a situation where somebody has left the organization and the fiduciary obligation has ended. The agreement would be designed to remain in force for a time after the period of service has ended.
I agree that in most cases the foundation would not want to enforce this in court. The odds of any given contract becoming the basis of a lawsuit are very slim. But the fact that it would be a contract belies the one-sided analysis I'm seeing so far. Contracts, of course, require a mutual obligation, so the idea is that Wikimedia would not be allowed to disparage former board members either. That as much as the reverse is the reason officers and employees might sign such an agreement, since it allows them to protect their personal reputation and future employability. I trust people don't want the foundation to have that kind of threat hanging over those who decide to move on.
--Michael Snow
I genuinely haven't read or thought much about how these non-disparagement things operate, but just for information, a point of order, if you may; how would the non-disparagement thing mesh with the thing we have in relation to whistle-blowers?
Do I understand it correctly, that the whistle-blower protection is in terms of immediate and confidential informing of somebody, (who?) of serious misdeeds, and not something that would protect someone who took their time to make their protestations and did it without confidentiality, in a manner that it would lead to a public out-cry that was harmful to the mission, but would not help to redress the issue itself in any way, because of the public nature of the speech and/or the time elapsed after the purported misdeed?
Jussi-Ville Heiskanen, ~ [[User:Cimon Avaro]]
Jussi-Ville Heiskanen wrote:
On 4/11/08, Michael Snow wikipedia@verizon.net wrote:
Delirium wrote:
Michael Snow wrote:
In the meantime, with or without a non-disparagement agreement, board members still have a fiduciary obligation to always act in the best interests of the organization.
What is actually the point of all of this legal posturing? Does the Wikimedia Foundation seriously intend to ever sue a member of its Board of Directors solely for saying disparaging things about it? Would that *ever* be the right thing to do? I can think of very few cases where a decision to do so would not itself be a breach of fiduciary duty, basically sinking the organization by destroying its public goodwill and donation stream.
Disparagement and breach of fiduciary duty could well overlap, that was exactly my point. But that doesn't help with a situation where somebody has left the organization and the fiduciary obligation has ended. The agreement would be designed to remain in force for a time after the period of service has ended.
I agree that in most cases the foundation would not want to enforce this in court. The odds of any given contract becoming the basis of a lawsuit are very slim. But the fact that it would be a contract belies the one-sided analysis I'm seeing so far. Contracts, of course, require a mutual obligation, so the idea is that Wikimedia would not be allowed to disparage former board members either. That as much as the reverse is the reason officers and employees might sign such an agreement, since it allows them to protect their personal reputation and future employability. I trust people don't want the foundation to have that kind of threat hanging over those who decide to move on.
--Michael Snow
I genuinely haven't read or thought much about how these non-disparagement things operate, but just for information, a point of order, if you may; how would the non-disparagement thing mesh with the thing we have in relation to whistle-blowers?
Do I understand it correctly, that the whistle-blower protection is in terms of immediate and confidential informing of somebody, (who?) of serious misdeeds, and not something that would protect someone who took their time to make their protestations and did it without confidentiality, in a manner that it would lead to a public out-cry that was harmful to the mission, but would not help to redress the issue itself in any way, because of the public nature of the speech and/or the time elapsed after the purported misdeed?
Jussi-Ville Heiskanen, ~ [[User:Cimon Avaro]]
There are two main differences.
First, the whistleblower policy only applies to staff members. Not to board members.
Second, the whistleblower policy relates to violations of law and regulations, whilst disparagement is... a pretty vague term, which might encompass from nothing to everything.
The whistleblower policy is not strictly related to confidentiality. It essentially make it possible to a staff member to report law violations, or serious chances of law violation, and not fear being fired.
If I understood well, the staff already signed a non-disparagement agreement, though I did not see the precise terms of the agreement. The whistleblower policy made it possible for them to report publicly law violations and not fear retaliation. I guess that the addition of the non-disparagement agreement restrict their freedom, and make it mandatory for them to only report to ED, or Chair, or Audit Committee Chair (and prevent public reporting).
Ant
2008/4/11, Michael Snow wikipedia@verizon.net:
Thomas Dalton wrote:
I guess it all depends on exactly what is meant by "disparaging". I expect the actual agreement was rather more precise than the title.
The difference between disparagement and legitimate criticism would need to be defined, yes, and Mike will be working on a formula to try and provide a little more clarity. In the meantime, with or without a non-disparagement agreement, board members still have a fiduciary obligation to always act in the best interests of the organization.
--Michael Snow
If such an agreement is needed, that saddens me very much, because it means things are going wrong within the foundation. People should be able to cooperate in a constructive manner, and should not need an agreement (if I understand it's purpose correctly) to be polite to each other and to the rest of the world.
I am wondering, why would you ever want to even have the possibility to sue someone over inpoliteness at all? On one side you have things (insults from a certain degree etc) that are not permitted by law anyway. No need to make a seperate agreement for that. On the other side you have things that are permitted by law, or in a grey area. Then you have two options: the majority of the board agrees it was bad to do, and can act, or the majority thinks it is "okey", and decides not to do anything here. An ultimate respond can be in any case to "fire" the board member from the board...
But, as the board and staff consist of grown ups who have good communication skills, it should be possible to work things out. Can someone clarify to me why this could not be the case in the Foundation?
BR, Lodewijk
Thomas Dalton wrote:
---> Non disparagement agreement/confidentiality agreement Mike proposed a document on which there was no consensus. The issue is consequently delayed to a later meeting. Some board members also refused to sign such a document. It was agreed that a more detailed pledge of commitment, listing duties of board member toward WMF as well as WMF toward board members, could be a better solution than simply a non disparagement agreement.
What is a non-disparagement agreement? From the name, it sounds like an agreement not to say bad things about people - if that's it, then I'm glad we have board members sensible enough to refuse to sign it. There are times when it is in the best interests of the foundation for someone to stand up and make it clear that they are not happy about something - that includes board members.
Yeah. More or less, that's it.
ant
On 4/10/08, Florence Devouard Anthere9@yahoo.com wrote:
--->Board Membership and Employment The board decided there would be no restrictions regarding to a board member becoming a staff member, nor for a staff member to become a board member.
Hmm. Perhaps it would be best to clarify whether this means transferring from the board to the staff and vice versa, or whether it is intended to mean that even simultaneous board membership and staff job are possible. If the latter I have to say I am somewhat surprised....
I think the community has expressed fairly explicitly that such dual roles would mix things up. Though on the obverse side, I suppose arguably the treasurer is in some sense inextricably connected at the hip with staff in some senses.
Of course one way is to not make separation of roles in the bylaws, but just rely on best practises and custom to make sure that in cases where roles need not overlap, they stay in their own bailiwick.
Jussi-Ville Heiskanen, ~ [[User:Cimon Avaro]]
On 10/04/2008, Jussi-Ville Heiskanen cimonavaro@gmail.com wrote:
On 4/10/08, Florence Devouard Anthere9@yahoo.com wrote:
--->Board Membership and Employment The board decided there would be no restrictions regarding to a board member becoming a staff member, nor for a staff member to become a board member.
Hmm. Perhaps it would be best to clarify whether this means transferring from the board to the staff and vice versa, or whether it is intended to mean that even simultaneous board membership and staff job are possible. If the latter I have to say I am somewhat surprised....
I expect that's just Ant overly simplifying the decision in her summary, but clarification would be good. Having someone on the board and the staff at the same time wouldn't work - they would report to Sue (possibly indirectly) in their role as a staff member and Sue would report to them in their role as a board member. That would be a terrible mess. (There's a possible argument for the ED to be on the board in the same way that CEOs are often on boards in the business world, but not one I would support [nothing personal, Sue].)
I think the community has expressed fairly explicitly that such dual roles would mix things up. Though on the obverse side, I suppose arguably the treasurer is in some sense inextricably connected at the hip with staff in some senses.
Not really. There is a clear separation between the role of the bookkeeper/accountant and the role of the treasurer. There is also the key detail that the treasurer doesn't get paid.
Florence Devouard wrote:
The first day was, as planned, dedicated to a discussion resolving around reorganization/elections/wikicouncil etc... We had to spend more time than expected on this, but I am happy to say we reached some agreements. Since the outcome is impacting the elections themselves, and Jan-Bart is the board member following election issues, he will be the one to publish the outcome of our brainstorming, probably in the next 10 days or so. Individual board members will probably follow up with some personal thoughts and additional clarifications regarding our decision. Stay tuned :-)
Florence wrote the above on April 10, and since then no other person has seen fit to report on the discussions about the wiki/volunteer council, or made any comment that would allow this initiative to move forward, preferably with the blessing of the Board.
Ec
On Fri, Apr 25, 2008 at 4:33 AM, Ray Saintonge saintonge@telus.net wrote:
Florence wrote the above on April 10, and since then no other person has seen fit to report on the discussions about the wiki/volunteer council, or made any comment that would allow this initiative to move forward, preferably with the blessing of the Board.
Ec
While that's being pointed out, none of the April resolutions have been posted to WikimediaFoundation.org -- most notably missing is the "privacy policy update, data retention, etc." that Florence indicated would be up a few days after she sent the e-mail. I hope this and other resolutions (treasurer resolution, audit committee resolution, etc.) will be posted soon.
Ryan wrote:
On Fri, Apr 25, 2008 at 4:33 AM, Ray Saintonge saintonge@telus.net wrote:
Florence wrote the above on April 10, and since then no other person has seen fit to report on the discussions about the wiki/volunteer council, or made any comment that would allow this initiative to move forward, preferably with the blessing of the Board.
Ec
Yes, very sorry for the delay. Jay is preparing a FAQ, which should be delivered to the board in about 1 hour and a half. Following our approval of the FAQ, an announcement will come from Jan-Bart and the election committee. If there are questions left after these two announcements, we'll have the opportunity to discuss it further over the week-end.
While that's being pointed out, none of the April resolutions have been posted to WikimediaFoundation.org -- most notably missing is the "privacy policy update, data retention, etc." that Florence indicated would be up a few days after she sent the e-mail. I hope this and other resolutions (treasurer resolution, audit committee resolution, etc.) will be posted soon.
I hope as well. Domas was for a full week in a conference immediately after the board meeting and sick this week. I suppose this explains why he has not yet published the resolutions.
Ant
Florence Devouard wrote:
Ryan wrote:
On Fri, Apr 25, 2008 at 4:33 AM, Ray Saintonge saintonge@telus.net wrote:
Florence wrote the above on April 10, and since then no other person has seen fit to report on the discussions about the wiki/volunteer council, or made any comment that would allow this initiative to move forward, preferably with the blessing of the Board.
Ec
Yes, very sorry for the delay. Jay is preparing a FAQ, which should be delivered to the board in about 1 hour and a half. Following our approval of the FAQ, an announcement will come from Jan-Bart and the election committee.
And the main announcement will be delayed 24 hours because the lists were down yesterday. It made final wrap-up a bit complicated :-)
Ant
If there are questions left after these two announcements, we'll have the opportunity to discuss it further over the week-end.
While that's being pointed out, none of the April resolutions have been posted to WikimediaFoundation.org -- most notably missing is the "privacy policy update, data retention, etc." that Florence indicated would be up a few days after she sent the e-mail. I hope this and other resolutions (treasurer resolution, audit committee resolution, etc.) will be posted soon.
I hope as well. Domas was for a full week in a conference immediately after the board meeting and sick this week. I suppose this explains why he has not yet published the resolutions.
Ant
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I have also been looking for that, although hoping to see that this council was not "authorized" by the board.
regards, Sir48
-----Oprindelig meddelelse----- Fra: foundation-l-bounces@lists.wikimedia.org [mailto:foundation-l-bounces@lists.wikimedia.org]Pa vegne af Ray Saintonge Sendt: 25. april 2008 10:34 Til: Wikimedia Foundation Mailing List Emne: Re: [Foundation-l] Future board meeting (5-7 april 08)
Florence Devouard wrote:
The first day was, as planned, dedicated to a discussion resolving around reorganization/elections/wikicouncil etc... We had to spend more time than expected on this, but I am happy to say we reached some agreements. Since the outcome is impacting the elections themselves, and Jan-Bart is the board member following election issues, he will be the one to publish the outcome of our brainstorming, probably in the next 10 days or so. Individual board members will probably follow up with some personal thoughts and additional clarifications regarding our decision. Stay tuned :-)
Florence wrote the above on April 10, and since then no other person has seen fit to report on the discussions about the wiki/volunteer council, or made any comment that would allow this initiative to move forward, preferably with the blessing of the Board.
Ec
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Ray Saintonge wrote:
Florence wrote the above on April 10, and since then no other person has seen fit to report on the discussions about the wiki/volunteer council, or made any comment that would allow this initiative to move forward, preferably with the blessing of the Board.
As indicated in Florence's response, this relates to a general announcement that should be coming out within the next day. It involves the election and the structure of the board as well, so it's a little more involved than just a simple answer about the volunteer council. But we can give you a preliminary response on that, I'll send that next in a new thread.
I regret the delay, our first order of business was getting the treasurer and audit committee set up. Incidentally, for me it illustrates very well the value of meeting in person when feasible. I'd say we dealt with 95% of this during the three days of the board meeting in San Francisco; by contrast, it's taken nearly three weeks of back-and-forth online to wrap up loose ends and put together the remaining 5%. Also, my appreciation goes to the staff for their assistance in acting on the output of the meeting.
--Michael Snow
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