Dear Patricio,

as James is (or was) a community-elected member, it would have been nice to include reasons why the Board took this decision in the announcement. It gives (at least me) the impression of deliberate non-openness, and I don't like it.

Th.

2015-12-29 0:52 GMT+01:00 Risker risker.wp@gmail.com:

On 28 December 2015 at 18:29, Patricio Lorente <patricio.lorente@gmail.com

...

wrote:

...

Dear all,

Today the Wikimedia Foundation Board of Trustees voted to remove one of

the

...

Trustees, Dr. James Heilman, from the Board. His term ended effective immediately.

This was not a decision the Board took lightly. The Board has a responsibility to the Wikimedia movement and the Wikimedia Foundation to ensure that the Board functions with mutual confidence to ensure

effective

...

governance. Following serious consideration, the Board felt this removal decision was a necessary step at this time. The resolution will be published shortly.

This decision creates an open seat for a community-selected Trustee. The Board is committed to filling this open community seat as quickly as possible. We will reach out to the 2015 election committee <

https://meta.wikimedia.org/wiki/Wikimedia_Foundation_elections_2015/Committe...

...

...

to discuss our options, and will keep you informed as we determine next steps.

Patricio Lorente

Chair, Board of Trustees

Wikimedia Foundation

While you are at it, Patricio, please also publish the names of the two new Board-appointed trustees.

Risker/Anne _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe

Add me as well.​ ​Eager to know what happened.​

I am hopeful that the resolution, when it is published, will provide us with more information.

IMO, speed is less important here than the completeness of the information. I'd prefer a more thorough explanation provided tomorrow than a hasty and potentially incomplete explanation today.

Thanks, Pine

On Mon, Dec 28, 2015 at 4:32 PM, Kevin Gorman kgorman@gmail.com wrote:

I really, really hope that, as fast as one can be written, a resolution explaining more fully the circumstances of James' departure from the board is written and passed. If there are legal reasons that mean that his departure cannot be more fully explained, that itself needs to be noted - and I hope they're particularly strong reasons. Without looking up the vote count in the last election: James has the trust of a huge segment of the community, and also has a much stronger sense of direction in how WMF should be steered than many of our trustees have in the past. His sudden removal (the power mechanism I've cobbled together to have my laptop functional today is hilarious) without further explanation looks way too much like one of only three directly elected trustees spoke up too openly in a way that wasn't welcomed about the directions he thought Wikimedia should go - even though he literally published a platform before he was elected. The sudden removal of a very well respected community elected trustee has at least the appearance of a board that may not want to be responsive to those who literally create it's only valuable asset.

Best, KG

On Mon, Dec 28, 2015 at 4:10 PM, Tito Dutta trulytito@gmail.com wrote:

...

Add me as well.​ ​Eager to know what happened.​ _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe

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Yes, it's still a Florida organization.

You can see the resolution cites https://wikimediafoundation.org/wiki/Bylaws#Section_7._Removal , which in turn cites Section 617.0808(1), which is what I linked to ( https://www.flsenate.gov/Laws/Statutes/2011/617.0808)

Matt Flaschen

On Monday, December 28, 2015, Thomas Goldammer thogol@gmail.com wrote:

Pine, the resolution was published, and it does not provide any information. https://m.wikimediafoundation.org/wiki/Resolution:James_Heilman_Removal

Matt, why would FL law apply to Board decisions? WMF is based in Cali. Are they still officially a Florida entity?

Best, Th.

2015-12-29 1:39 GMT+01:00 Pine W <wiki.pine@gmail.com javascript:;>:

...

I am hopeful that the resolution, when it is published, will provide us with more information.

IMO, speed is less important here than the completeness of the

information.

...

I'd prefer a more thorough explanation provided tomorrow than a hasty and potentially incomplete explanation today.

Thanks, Pine

On Mon, Dec 28, 2015 at 4:32 PM, Kevin Gorman <kgorman@gmail.com

javascript:;> wrote:

...

...

I really, really hope that, as fast as one can be written, a resolution explaining more fully the circumstances of James' departure from the

board

...

is written and passed. If there are legal reasons that mean that his departure cannot be more fully explained, that itself needs to be

noted -

...

...

and I hope they're particularly strong reasons. Without looking up the vote count in the last election: James has the trust of a huge segment

of

...

...

the community, and also has a much stronger sense of direction in how

WMF

...

...

should be steered than many of our trustees have in the past. His

sudden

...

...

removal (the power mechanism I've cobbled together to have my laptop functional today is hilarious) without further explanation looks way

too

...

...

much like one of only three directly elected trustees spoke up too

openly

...

...

in a way that wasn't welcomed about the directions he thought Wikimedia should go - even though he literally published a platform before he was elected. The sudden removal of a very well respected community elected trustee has at least the appearance of a board that may not want to be responsive to those who literally create it's only valuable asset.

Best, KG

On Mon, Dec 28, 2015 at 4:10 PM, Tito Dutta <trulytito@gmail.com

javascript:;> wrote:

...

...

...

Add me as well.​ ​Eager to know what happened.​ _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org javascript:; Unsubscribe:

https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,

...

...

...

<mailto:wikimedia-l-request@lists.wikimedia.org javascript:;

?subject=unsubscribe>

...

...

...

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I'd like to suggest we look at this decision from as objective and broad a perspective as possible, and consider any statement (or lack of any statement) from the Wikimedia Foundation from that perspective. My initial thoughts are that the Wikimedia Foundation Board of Trustees are an entity that: * Controls one of the most valuable brands in the world * Leverages that control to command a budget approaching $100 million annually, mostly from $15 donations * Makes or approves decisions, with an unknown level of transparency, about how to spend that budget * Is only minimally accountable to anyone. (Four Trustees are selected by the Board itself, one is a co-founder of Wikipedia with exclusive claim to a seat, two are selected by a somewhat arcane process by the Chapters, and only three -- 30% -- are elected by Wikimedia volunteers)

With this action, eight Trustees with little accountability overruled several hundred volunteers and another Trustee who literally earned the most support votes of any Trustee in the organization's history.

Any explanation of the reasons should be commensurate, in my view, to the points outlined above.

-Pete [[User:Peteforsyth]]

On Mon, Dec 28, 2015 at 4:32 PM, Kevin Gorman kgorman@gmail.com wrote:

I really, really hope that, as fast as one can be written, a resolution explaining more fully the circumstances of James' departure from the board is written and passed. If there are legal reasons that mean that his departure cannot be more fully explained, that itself needs to be noted - and I hope they're particularly strong reasons. Without looking up the vote count in the last election: James has the trust of a huge segment of the community, and also has a much stronger sense of direction in how WMF should be steered than many of our trustees have in the past. His sudden removal (the power mechanism I've cobbled together to have my laptop functional today is hilarious) without further explanation looks way too much like one of only three directly elected trustees spoke up too openly in a way that wasn't welcomed about the directions he thought Wikimedia should go - even though he literally published a platform before he was elected. The sudden removal of a very well respected community elected trustee has at least the appearance of a board that may not want to be responsive to those who literally create it's only valuable asset.

Best, KG

On Mon, Dec 28, 2015 at 4:10 PM, Tito Dutta trulytito@gmail.com wrote:

...

Add me as well.​ ​Eager to know what happened.​ _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe

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SarahSV wrote:

On Mon, Dec 28, 2015 at 5:45 PM, Pete Forsyth peteforsyth@gmail.com wrote:

...

With this action, eight Trustees with little accountability overruled several hundred volunteers and another Trustee who literally earned the most support votes of any Trustee in the organization's history.

Any explanation of the reasons should be commensurate, in my view, to the points outlined above.

​ James was elected by 1,857 people ​​and removed by eight.​ I hope an explanation is forthcoming very soon.

--- ; Approved: Patricio Lorente, Alice Wiegand, Frieda Brioschi, Jimmy Wales, Stu West, Jan-Bart de Vreede, Guy Kawasaki, Denny Vrandečić,

; Oppose: Dariusz Jemielniak, James Heilman ---

This is a somewhat interesting breakdown. I'm also paying close attention to what James posted on this mailing list. In my mind, he's the person likely able to speak most freely about this removal and probably is more familiar with it than most. For now, he seems to have chosen not to say very much. Others involved in the removal likely can't (or maybe won't) say much more, which of course just leaves everyone else to speculate.

MZMcBride

Removing a board member is definitely a serious issue. The community wants to know every aspects of the incident, why suddenly James have been removed.

Regards Tanweer

If he were in favor, it would've been a simple resignation. I'm not sure why it's surprising he would oppose it. On Dec 28, 2015 6:39 PM, "Ilario Valdelli" valdelli@gmail.com wrote:

On 29.12.2015 02:17, MZMcBride wrote:

...

---

; Approved: Patricio Lorente, Alice Wiegand, Frieda Brioschi, Jimmy Wales, Stu West, Jan-Bart de Vreede, Guy Kawasaki, Denny Vrandečić,

; Oppose: Dariusz Jemielniak, James Heilman

This is a somewhat interesting breakdown. I'm also paying close attention to what James posted on this mailing list. In my mind, he's the person likely able to speak most freely about this removal and probably is more familiar with it than most. For now, he seems to have chosen not to say very much. Others involved in the removal likely can't (or maybe won't) say much more, which of course just leaves everyone else to speculate.

MZMcBride

What is strange is that he votes and he votes in opposition.

Did someone see an inconsistencyon that?

Kind regards

-- Ilario Valdelli Wikimedia CH Verein zur Förderung Freien Wissens Association pour l’avancement des connaissances libre Associazione per il sostegno alla conoscenza libera Switzerland - 8008 Zürich Tel: +41764821371 http://www.wikimedia.ch

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On 29/12/15 07:37, MZMcBride wrote:

Right, that part isn't surprising. But discounting the unsurprising vote, it was a nearly unanimous decision (8 to 1). I have a good deal of respect for many of the current Board of Trustees members and I have no doubt that all of them understand and appreciate the gravity of removing a colleague. This wasn't a close vote and to me that says quite a bit.

It says a lot, but just what that is depends entirely on the context. And for community members who voted for him, that context could mean we should also no longer have confidence in him elsewhere in the projects, or in the board, or have no bearing on either thing whatsoever. Not knowing just means there's no indication what to trust.

-I

there are bigger questions than why like;

- how can this take place - how can the community ensure its representatives independence in the future, - what effect will this have on other elected representatives on the board

The Florida statute( https://www.flsenate.gov/Laws/Statutes/2011/617.0808 ) referred to earlier says that If a director is elected by a class, chapter, or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping. Do they even have ability to remove the person in the first place given the action of the board why are they also determining the next steps in the replacing our representative.

Gn.

On 29 December 2015 at 19:53, Thomas Goldammer thogol@gmail.com wrote:

2015-12-29 10:15 GMT+01:00 Isarra Yos zhorishna@gmail.com:

...

It says a lot, but just what that is depends entirely on the context. And for community members who voted for him, that context could mean we

should

...

also no longer have confidence in him elsewhere in the projects, or in

the

...

board, or have no bearing on either thing whatsoever. Not knowing just means there's no indication what to trust.

I'd rather lose the trust and confidence in those 8 Board members than in him without knowing what was the cause for his disbarment. ;)

Maybe the Board by-laws have to be changed, too. Throwing out a community-elected member like this, without providing a reason, is no way to deal with the community who elected this member. It should be mandatory that the Board provides reasons together with the announcement to avoid exactly this kind of discussions and speculations, not a day (or more) later.

And as for no-cause disbarments for community-elected members in a community-driven environment - uhm... I don't need to delve into that, everyone can see the problem. The Board should just not be allowed to disbar community-elected members without a cause, as that undermines the authority of the community over those seats on the Board.

Th. _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe

It's more complex if they've acted illegally, certainly. Under the law they're citing, it looks like they have. Since community directors are elected by a "class" (editors meeting the eligibility requirements), the law states removal would be possible only by that class, one would presume by referendum in this case.

I think we need to know if the Board considered this requirement. On Dec 29, 2015 5:33 AM, "Gerard Meijssen" gerard.meijssen@gmail.com wrote:

Hoi, <grin> it is a great shitstorm</grin> Do remember that a community chosen representative voted the other community chosen representative out. It is not a case of he must be good, the others are bad. It is more complicated. Thanks, GerardM

On 29 December 2015 at 13:19, Gnangarra gnangarra@gmail.com wrote:

...

there are bigger questions than why like;

• how can this take place
• how can the community ensure its representatives independence in the

future,

• what effect will this have on other elected representatives on the

board

The Florida statute( https://www.flsenate.gov/Laws/Statutes/2011/617.0808 ) referred to earlier says that If a director is elected by a class, chapter, or

other

...

organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping. Do they even have ability to remove the person in the first place given the action of the board why are they also determining the

next

...

steps in the replacing our representative.

Gn.

On 29 December 2015 at 19:53, Thomas Goldammer thogol@gmail.com wrote:

...

2015-12-29 10:15 GMT+01:00 Isarra Yos zhorishna@gmail.com:

...

It says a lot, but just what that is depends entirely on the context.

And

...

...

for community members who voted for him, that context could mean we

should

...

also no longer have confidence in him elsewhere in the projects, or

in

...

...

the

...

board, or have no bearing on either thing whatsoever. Not knowing

just

...

...

...

means there's no indication what to trust.

I'd rather lose the trust and confidence in those 8 Board members than

in

...

...

him without knowing what was the cause for his disbarment. ;)

Maybe the Board by-laws have to be changed, too. Throwing out a community-elected member like this, without providing a reason, is no

way

...

...

to deal with the community who elected this member. It should be

mandatory

...

that the Board provides reasons together with the announcement to avoid exactly this kind of discussions and speculations, not a day (or more) later.

And as for no-cause disbarments for community-elected members in a community-driven environment - uhm... I don't need to delve into that, everyone can see the problem. The Board should just not be allowed to disbar community-elected members without a cause, as that undermines

the

...

...

authority of the community over those seats on the Board.

Th. _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe

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BTW, it's more "community selected" than "community representative".

There's an important distinction there.

Quite - all WMF trustees have identical responsibilities, regardless of which method of selection resulted in them being on the board.

For instance Alice and Phoebe both served on the Board under via different routes, they didn't end up representing different people as a result.

Thanks, Mike

...

On 29 Dec 2015, at 13:19, Todd Allen toddmallen@gmail.com wrote:

It's more complex if they've acted illegally, certainly. Under the law they're citing, it looks like they have. Since community directors are elected by a "class" (editors meeting the eligibility requirements), the law states removal would be possible only by that class, one would

presume

...

by referendum in this case.

I think we need to know if the Board considered this requirement. On Dec 29, 2015 5:33 AM, "Gerard Meijssen" gerard.meijssen@gmail.com wrote:

...

Hoi, <grin> it is a great shitstorm</grin> Do remember that a community

chosen

...

...

representative voted the other community chosen representative out. It

is

...

...

not a case of he must be good, the others are bad. It is more

complicated.

...

...

Thanks, GerardM

On 29 December 2015 at 13:19, Gnangarra gnangarra@gmail.com wrote:

...

there are bigger questions than why like;

• how can this take place
• how can the community ensure its representatives independence in

the

...

...

...

future,

• what effect will this have on other elected representatives on the

board

The Florida statute( https://www.flsenate.gov/Laws/Statutes/2011/617.0808 ) referred to earlier says that If a director is elected by a class, chapter, or

other

...

organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter,

unit,

...

...

...

or grouping. Do they even have ability to remove the person in the

first

...

...

...

place given the action of the board why are they also determining the

next

...

steps in the replacing our representative.

Gn.

On 29 December 2015 at 19:53, Thomas Goldammer thogol@gmail.com

wrote:

...

...

...

...

2015-12-29 10:15 GMT+01:00 Isarra Yos zhorishna@gmail.com:

...

It says a lot, but just what that is depends entirely on the

context.

...

...

...

And

...

...

for community members who voted for him, that context could mean we

should

...

also no longer have confidence in him elsewhere in the projects, or

in

...

...

the

...

board, or have no bearing on either thing whatsoever. Not knowing

just

...

...

...

means there's no indication what to trust.

I'd rather lose the trust and confidence in those 8 Board members

than

...

...

in

...

...

him without knowing what was the cause for his disbarment. ;)

Maybe the Board by-laws have to be changed, too. Throwing out a community-elected member like this, without providing a reason, is no

way

...

...

to deal with the community who elected this member. It should be

mandatory

...

that the Board provides reasons together with the announcement to

avoid

...

...

...

...

exactly this kind of discussions and speculations, not a day (or

more)

...

...

...

...

later.

And as for no-cause disbarments for community-elected members in a community-driven environment - uhm... I don't need to delve into

that,

...

...

...

...

everyone can see the problem. The Board should just not be allowed to disbar community-elected members without a cause, as that undermines

the

...

...

authority of the community over those seats on the Board.

Th. _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l

,

...

...

...

...

mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe

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I don't think all the legal speculation here is very helpful. I'm sure the Board or someone else will sagely advise us that the board is self-governing and self-perpetuating and no other legal authority is necessary.

In any case, its irritating to see people providing cover for the Board's lack of transparency or failure to be forthcoming in a timely manner. Why not let them make their own excuses? If indeed there is some confidentiality issue, let them argue that the Wikimedia community should be satisfied with never knowing the salient details.

On Tue, Dec 29, 2015 at 10:00 AM, MZMcBride z@mzmcbride.com wrote:

Nathan wrote:

...

In any case, its irritating to see people providing cover for the Board's lack of transparency or failure to be forthcoming in a timely manner.

The removal resolution was approved on December 28, 2015, according to wikimediafoundation.org. Unlike most Board resolutions, it was publicly posted the same day. The posted Board resolution was accompanied by two separate e-mails to this public mailing list (one from James, one from Patricio) on the same day. What kind of transparency and timeliness are you looking for, exactly? What level of explanation would be satisfactory?

...

Why not let them make their own excuses?

Excuses for what, exactly? The Chair of the Board announced the decision and other remaining Board members have chosen not to publicly discuss the issue here. This is hardly unusual. Regarding the removal itself, at least in the United States, it's fairly common for members of a body to be able to remove/expel one of their own. The Wikimedia Foundation Board of Trustees bylaws explicitly allow for removal of a member, with or without cause. Unlike in older Board resolutions, there's a clear public accounting of how each of the Board members voted (as opposed to simple numeric totals). James posted that he will work with Patricio to provide a fuller explanation of the removal. It seems most prudent to wait for that. While this will sound trite, perhaps we could extend a little good faith to the members of the Board, most of whom are long-time trusted and respected Wikimedians and all of whom take their role seriously.

MZMcBride

If you aren't sure what I or others are still looking for from the Board, please refer to the various other posts to this and other threads. I suspect you've read them already, so I'm not sure why you think it helpful to pretend like you don't understand.

Asking for the board to be forthcoming isn't an attack or an unreasonable expectation. No one on the board should be surprised to discover the subscribers to this list and others have high expectations for communication and transparency. If they had time to fully consider their decision to remove James, then they had time to plan for how to communicate that decision. If they are scrambling behind the scenes to do that now, then it suggests the decision to remove him was either rash or an emergency. In either case, that is something many of us would like to know.

~Nathan

The removal is not transparent at all.

Apart from that James was community elected. A democracy words different.

Very disappointing.

From: rupert.thurner@gmail.com Date: Tue, 29 Dec 2015 16:51:14 +0100 To: wikimedia-l@lists.wikimedia.org Subject: Re: [Wikimedia-l] Announcement about changes to the Board

On Tue, Dec 29, 2015 at 4:00 PM, MZMcBride z@mzmcbride.com wrote:

...

issue here. This is hardly unusual. Regarding the removal itself, at least in the United States, it's fairly common for members of a body to be able to remove/expel one of their own. The Wikimedia Foundation Board of Trustees bylaws explicitly allow for removal of a member, with or without cause. Unlike in older Board resolutions, there's a clear public accounting of how each of the Board members voted (as opposed to simple numeric totals). James posted that he will work with Patricio to provide

like others on this thread i think the WMF bylaws are broken in this respect. not legally broken, but morally. i'd love to vote for a trustee, and i'd love to reverse my decision in case a sufficient party is not happy. if in this case james does not want to have a public discussion he is free to resign. if the board thinks it cannot work with james anymore, and is able to remove him without him beeing ok with it, without public discussion, then i do not find it transparent.

best, rupert

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On Tue, Dec 29, 2015 at 12:47 PM, Newyorkbrad newyorkbrad@gmail.com wrote:

I don't think it's been mentioned on this list that Jimmy Wales (one of the board members) commented about this matter today on his En-WP talkpage. Since I assume many people on this list don't follow that page, I have copied his comment below:

"Hi everyone. I couldn't possibly agree more that this should have been announced with a full and clear and transparent and NPOV explanation. Why didn't that happen? Because James chose to post about it before we even concluded the meeting and before we had even begun to discuss what an announcement should say. WMF legal has asked the board to refrain from further comment until they've reviewed what can be said - this is analogous in some ways to personnel issues. Ideally, you would have heard about this a couple of days from now when a mutual statement by James and the board had been agreed. For now, please be patient. Accuracy is critically important here, and to have 9 board members posting their own first impressions would be more likely to give rise to confusions. -- Jimbo Wales (talk) 09:35, 29 December 2015 (UTC)"

I'm not endorsing Jimbo's comment -- or the reverse -- as I frankly find this whole situation strange and unfortunate. However, it seems relevant and I thought people in this discussion might want to be aware of it..

I also agree that the information about the two new board members should be circulated promptly.

Newyorkbrad/IBM

Thanks Brad.

Thanks Brad for spotting this and bringing it here, and also to Jimbo for filling in a few more details.

Just as an aside, my thinking is that this must have needed to be an emergency action. Because if the BoT has been mulling this over for awhile, it would be very poor governance to not have a strategy for how this would be communicated, and to only have WMF Legal on the case after the fact. We already see this thread filling up with a bunch of speculation that is unhelpful and unhealthy, not just for James but also for the BoT and the movement in general. I trust that there will be an explanation forthcoming, not only for why James has been removed in this way, but also for why there was seemingly not any planning for how to deal with the fallout of that decision.

Cheers, Craig

On 30 December 2015 at 03:47, Newyorkbrad newyorkbrad@gmail.com wrote:

I don't think it's been mentioned on this list that Jimmy Wales (one of the board members) commented about this matter today on his En-WP talkpage. Since I assume many people on this list don't follow that page, I have copied his comment below:

"Hi everyone. I couldn't possibly agree more that this should have been announced with a full and clear and transparent and NPOV explanation. Why didn't that happen? Because James chose to post about it before we even concluded the meeting and before we had even begun to discuss what an announcement should say. WMF legal has asked the board to refrain from further comment until they've reviewed what can be said - this is analogous in some ways to personnel issues. Ideally, you would have heard about this a couple of days from now when a mutual statement by James and the board had been agreed. For now, please be patient. Accuracy is critically important here, and to have 9 board members posting their own first impressions would be more likely to give rise to confusions. -- Jimbo Wales (talk) 09:35, 29 December 2015 (UTC)"

I'm not endorsing Jimbo's comment -- or the reverse -- as I frankly find this whole situation strange and unfortunate. However, it seems relevant and I thought people in this discussion might want to be aware of it..

I also agree that the information about the two new board members should be circulated promptly.

Newyorkbrad/IBM

On 12/29/15, Steinsplitter Wiki steinsplitter-wiki@live.com wrote:

...

The removal is not transparent at all.

Apart from that James was community elected. A democracy words different.

Very disappointing.

...

From: rupert.thurner@gmail.com Date: Tue, 29 Dec 2015 16:51:14 +0100 To: wikimedia-l@lists.wikimedia.org Subject: Re: [Wikimedia-l] Announcement about changes to the Board

On Tue, Dec 29, 2015 at 4:00 PM, MZMcBride z@mzmcbride.com wrote:

...

issue here. This is hardly unusual. Regarding the removal itself, at least in the United States, it's fairly common for members of a body to be able to remove/expel one of their own. The Wikimedia Foundation Board of Trustees bylaws explicitly allow for removal of a member, with or without cause. Unlike in older Board resolutions, there's a clear public accounting of how each of the Board members voted (as opposed to

simple

...

...

...

numeric totals). James posted that he will work with Patricio to

provide

...

...

like others on this thread i think the WMF bylaws are broken in this respect. not legally broken, but morally. i'd love to vote for a trustee, and i'd love to reverse my decision in case a sufficient party is not happy. if in this case james does not want to have a public discussion he is free to resign. if the board thinks it cannot work with james anymore, and is able to remove him without him beeing ok with it, without public discussion, then i do not find it transparent.

best, rupert

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I am not so ready to throw stones (: Perhaps because I have had one-on-one conversations with a number of people involved in this situation, and I would like to believe that they are all good people.

Reports that are rushed can lead to mistaken conclusions. I'd rather get a comprehensive report than a rushed one. I do expect an explanation, soon, and I expect it will be provided with the kind of integrity and professionalism that I would hope everyone involved in this situation has.

Pine

On Tue, Dec 29, 2015 at 10:20 PM, Comet styles cometstyles@gmail.com wrote:

Well the longer this drags on, the more likelihood of us getting a "false" answer ..it takes seconds to speak the truth, but days to connive a lie..so i doubt we will get the 'truth' or atleast the full truth..

On 12/30/15, Craig Franklin cfranklin@halonetwork.net wrote:

...

Thanks Brad for spotting this and bringing it here, and also to Jimbo for filling in a few more details.

Just as an aside, my thinking is that this must have needed to be an emergency action. Because if the BoT has been mulling this over for awhile, it would be very poor governance to not have a strategy for how this would be communicated, and to only have WMF Legal on the case after the fact. We already see this thread filling up with a bunch of speculation that is unhelpful and unhealthy, not just for James but also for the BoT and the movement in general. I trust that there will be an explanation forthcoming, not only for why James has been removed in this way, but also for why there was seemingly not any planning for how to

deal

...

with the fallout of that decision.

Cheers, Craig

On 30 December 2015 at 03:47, Newyorkbrad newyorkbrad@gmail.com wrote:

...

I don't think it's been mentioned on this list that Jimmy Wales (one of the board members) commented about this matter today on his En-WP talkpage. Since I assume many people on this list don't follow that page, I have copied his comment below:

"Hi everyone. I couldn't possibly agree more that this should have been announced with a full and clear and transparent and NPOV explanation. Why didn't that happen? Because James chose to post about it before we even concluded the meeting and before we had even begun to discuss what an announcement should say. WMF legal has asked the board to refrain from further comment until they've reviewed what can be said - this is analogous in some ways to personnel issues. Ideally, you would have heard about this a couple of days from now when a mutual statement by James and the board had been agreed. For now, please be patient. Accuracy is critically important here, and to have 9 board members posting their own first impressions would be more likely to give rise to confusions. -- Jimbo Wales (talk) 09:35, 29 December 2015 (UTC)"

I'm not endorsing Jimbo's comment -- or the reverse -- as I frankly find this whole situation strange and unfortunate. However, it seems relevant and I thought people in this discussion might want to be aware of it..

I also agree that the information about the two new board members should be circulated promptly.

Newyorkbrad/IBM

On 12/29/15, Steinsplitter Wiki steinsplitter-wiki@live.com wrote:

...

The removal is not transparent at all.

Apart from that James was community elected. A democracy words different.

Very disappointing.

...

From: rupert.thurner@gmail.com Date: Tue, 29 Dec 2015 16:51:14 +0100 To: wikimedia-l@lists.wikimedia.org Subject: Re: [Wikimedia-l] Announcement about changes to the Board

On Tue, Dec 29, 2015 at 4:00 PM, MZMcBride z@mzmcbride.com wrote:

...

issue here. This is hardly unusual. Regarding the removal itself,

at

...

...

...

...

...

least in the United States, it's fairly common for members of a body to

be

...

...

...

...

...

able to remove/expel one of their own. The Wikimedia Foundation Board of Trustees bylaws explicitly allow for removal of a member, with or without cause. Unlike in older Board resolutions, there's a clear public accounting of how each of the Board members voted (as opposed to

simple

...

...

...

numeric totals). James posted that he will work with Patricio to

provide

...

...

like others on this thread i think the WMF bylaws are broken in this respect. not legally broken, but morally. i'd love to vote for a trustee, and i'd love to reverse my decision in case a sufficient party is not happy. if in this case james does not want to have a public discussion he is free to resign. if the board thinks it cannot work with james anymore, and is able to remove him without him beeing ok with it, without public discussion, then i do not find it transparent.

best, rupert

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https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,

...

...

...

...

mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe

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,

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...

mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe

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-- Cometstyles

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On Dec 30, 2015 12:33 AM, "Craig Franklin" cfranklin@halonetwork.net wrote:

but also for why there was seemingly not any planning for how to deal with the fallout of that decision.

That, at least, was addressed in the text from Jimbo that you quoted:

...

Why didn't that happen? Because James chose to post about it before we even concluded the meeting and before we had even begun to discuss what an announcement should say.

I think the expectation is that, unless this truly was an emergency that required immediate and unforeseen action, planning would have been done in advance for the possible outcomes.

That wouldn't be making it a foregone conclusion, as Jimmy said. There should have been plans for how to communicate an involuntary dismissal, how to communicate a resignation, and how to go forward and put it behind them if the removal vote failed.

Even if this was an emergency, there's now been plenty of time to urgently handle the communication and do something besides stonewalling. We don't, as of now, even have an expected time frame for a detailed answer. On Dec 30, 2015 7:17 AM, "Nathan" nawrich@gmail.com wrote:

On Wed, Dec 30, 2015 at 9:06 AM, Brad Jorsch (Anomie) < bjorsch@wikimedia.org

...

wrote:

...

On Dec 30, 2015 12:33 AM, "Craig Franklin" cfranklin@halonetwork.net wrote:

...

but also for why there was seemingly not any planning for how to deal with the fallout of that decision.

That, at least, was addressed in the text from Jimbo that you quoted:

Not really, why should they expect him to stay silent about being fired while the Board takes its time drafting a press release? Can't blame James, especially when his obligation to the board and the foundation was terminated along with his position. We ought to be able to expect the board and its members to be prepared for the consequences of their decisions, and it would be a disservice to the board and the movement to expect less. _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe

I'm sure that board members would have preferred for the WMF Chairperson to make a statement, rather Jimmy publishing personal opinions as "facts".

The comments about James are disappointing for many reasons, but should be given appropriate weight... probably a lot less weight than James' own comments, in the light of how several past WMF political non-successes played out.

Fae

Depending on what all we learn as this goes forward, some action items that may emerge from this situation as it seems to be evolving so far:

(1) the board may need to work on its communication strategies (2) this may be an opportunity for another discussion about Board composition and structure, including the role of Jimmy (3) this situation may inform a review of the bylaws concerning how board members are appointed and removed, particularly community-elected members (4) this situation is an opportunity for a significant increase in the transparency of WMF Board activities. I still am of the view that far more of what happens at the WMF Board should be public and transparent. This includes how they handle allegations against one of their own. If government entities like city councils and national legislatures can do this, I think that the WMF Board should hold itself to at least that level of transparency. Yes these are uncomfortable discussions to have in public, but as we can see from how this situation is developing, handling them in private has its own downsides. I don't know how other affiliates work, but here in Cascadia Wikimedians there is very little that the Board does that can't be made public. I would hope that the WMF Board would hold itself to similarly high expectations for openness and transparency, even when it's uncomfortable. The controversial nature of information, by itself, is not a sufficient reason for keeping information private. So I hope that the WMF Board will consider new levels of openness about its deliberations. Something that I suggested awhile ago was live broadcasts of Board meetings (with a limited exception for executive sessions) and I still think that level of openness is appropriate for the Board of an open-source organization.

It will be interesting to see what more we learn as this situation evolves.

Pine

Yes, we don't know yet what it was that James allegedly did. James may have been very much in the wrong. However, we can also look at what the Board and James are saying in public, and so far I am disappointed in how the follow-up is being done. I hope that a joint statement from James and the remaining board members will emerge, and that it will be comprehensive.

It's true that an overreaction to an incident can lead to bad policy. However, an incident is also a learning opportunity, and potentially a catalyst for change that strengthens the organization in the long run.

(: Yes, Cascadia's budget is tiny. However, I am also thinking of the State of Washington, which has an annual operating budget of approximately $19 billion. The state has laws about public records and open meetings that are quite extensive.

Pine

On Wed, Dec 30, 2015 at 11:09 AM, Lodewijk lodewijk@effeietsanders.org wrote:

I think that your 'lessons' are quite premature. We still don't know the what, the why and the how. We don't know the context of everything that happened. It may very well be that the process as it is, worked perfectly. It may also be that it was disastrous.

transparency and good communication don't necessarily go hand in hand with 'quick', as was pointed out by some.

Some other points that you touch, may very well be good material for discussion, but not necessarily relevant to this specific event. The transparency of board deliberations and the role of board members in the board (not limited to jimmy) is /always/ good to reconsider, and keep an open mind for. A more fundamental reconsideration may be the (formal) membership of the Wikimedia Foundation. But, while this would have influenced the current situation, it is not necessarily related. They often say that incidents make bad policy.

At the same time, please keep in mind that Cascadia Wikimedians are not quite comparable with the Wikimedia Foundation. The budget if three (if not more) orders of magnitude higher, and the involvement of staff this large also makes a different organisational structure.

Lodewijk

On Wed, Dec 30, 2015 at 6:51 PM, Pine W wiki.pine@gmail.com wrote:

...

Depending on what all we learn as this goes forward, some action items

that

...

may emerge from this situation as it seems to be evolving so far:

(1) the board may need to work on its communication strategies (2) this may be an opportunity for another discussion about Board composition and structure, including the role of Jimmy (3) this situation may inform a review of the bylaws concerning how board members are appointed and removed, particularly community-elected members (4) this situation is an opportunity for a significant increase in the transparency of WMF Board activities. I still am of the view that far

more

...

of what happens at the WMF Board should be public and transparent. This includes how they handle allegations against one of their own. If government entities like city councils and national legislatures can do this, I think that the WMF Board should hold itself to at least that

level

...

of transparency. Yes these are uncomfortable discussions to have in

public,

...

but as we can see from how this situation is developing, handling them in private has its own downsides. I don't know how other affiliates work,

but

...

here in Cascadia Wikimedians there is very little that the Board does

that

...

can't be made public. I would hope that the WMF Board would hold itself

to

...

similarly high expectations for openness and transparency, even when it's uncomfortable. The controversial nature of information, by itself, is

not a

...

sufficient reason for keeping information private. So I hope that the WMF Board will consider new levels of openness about its deliberations. Something that I suggested awhile ago was live broadcasts of Board

meetings

...

(with a limited exception for executive sessions) and I still think that level of openness is appropriate for the Board of an open-source organization.

It will be interesting to see what more we learn as this situation

evolves.

...

Pine _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe

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We need an attorney, but...

It looks like Bylaws IV sect 7 *could* override 617.0808 (1) via 617.0808 (2) which says that a IRS 501 (c) organization's bylaws can provide procedures (presumably different than 617.0808 (1) ), but says that you may include 617.0808 (1), and WMF does, explicitly.

So... On first impression, the Bylaws self-contradict by including 617.0808 (1) explicitly after having provided a non-617.0808 (1) compliant mechanism.

"Any Trustee may be removed, with or without cause, by a majority vote of the Trustees then in office...", without regard for 617.0808 (1) (a) 2. Which requires that directors elected by the members be removed by majority vote of the members.

So... On first impression, the Bylaws have a glitch and the Board action may therefore arguably be illegal and potentially void. There may be applicable case law on standards for de-glitchifying contradictions like this, or it might be case specific and requiring litigation.

That is not to say there was no possible good reason or justification, the real crux of the matter. On the matter of community concern over trust I am as ill-informed right now as everyone else not on the Board.

I am not an attorney.

I do think the Foundation legal staff need to review and some fix to this needs to be made to the Bylaws for the future, either overriding 617.0808 (1) (a) 2. explicitly or by making community vote explicitly the recall mechanism for trustees elected by the community.

George William Herbert Sent from my iPhone

On Dec 29, 2015, at 5:19 AM, Todd Allen toddmallen@gmail.com wrote:

It's more complex if they've acted illegally, certainly. Under the law they're citing, it looks like they have. Since community directors are elected by a "class" (editors meeting the eligibility requirements), the law states removal would be possible only by that class, one would presume by referendum in this case.

I think we need to know if the Board considered this requirement. On Dec 29, 2015 5:33 AM, "Gerard Meijssen" gerard.meijssen@gmail.com wrote:

...

Hoi, <grin> it is a great shitstorm</grin> Do remember that a community chosen representative voted the other community chosen representative out. It is not a case of he must be good, the others are bad. It is more complicated. Thanks, GerardM

...

On 29 December 2015 at 13:19, Gnangarra gnangarra@gmail.com wrote:

there are bigger questions than why like;

• how can this take place
• how can the community ensure its representatives independence in the

future,

• what effect will this have on other elected representatives on the

board

The Florida statute( https://www.flsenate.gov/Laws/Statutes/2011/617.0808 ) referred to earlier says that If a director is elected by a class, chapter, or

other

...

organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping. Do they even have ability to remove the person in the first place given the action of the board why are they also determining the

next

...

steps in the replacing our representative.

Gn.

...

On 29 December 2015 at 19:53, Thomas Goldammer thogol@gmail.com wrote:

2015-12-29 10:15 GMT+01:00 Isarra Yos zhorishna@gmail.com:

...

It says a lot, but just what that is depends entirely on the context.

And

...

...

for community members who voted for him, that context could mean we

should

...

also no longer have confidence in him elsewhere in the projects, or

in

...

...

the

...

board, or have no bearing on either thing whatsoever. Not knowing

just

...

...

...

means there's no indication what to trust.

I'd rather lose the trust and confidence in those 8 Board members than

in

...

...

him without knowing what was the cause for his disbarment. ;)

Maybe the Board by-laws have to be changed, too. Throwing out a community-elected member like this, without providing a reason, is no

way

...

...

to deal with the community who elected this member. It should be

mandatory

...

that the Board provides reasons together with the announcement to avoid exactly this kind of discussions and speculations, not a day (or more) later.

And as for no-cause disbarments for community-elected members in a community-driven environment - uhm... I don't need to delve into that, everyone can see the problem. The Board should just not be allowed to disbar community-elected members without a cause, as that undermines

the

...

...

authority of the community over those seats on the Board.

Th. _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe

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James is indeed one of the greatest assets of Wikimedia movement. This movement needs a huge cause to lose someone like him from board, I hope community including me, as a person who voted for him, know the reason ASAP.

Best

On Tue, Dec 29, 2015 at 4:03 PM Gerard Meijssen gerard.meijssen@gmail.com wrote:

Hoi, <grin> it is a great shitstorm</grin> Do remember that a community chosen representative voted the other community chosen representative out. It is not a case of he must be good, the others are bad. It is more complicated. Thanks, GerardM

On 29 December 2015 at 13:19, Gnangarra gnangarra@gmail.com wrote:

...

there are bigger questions than why like;

• how can this take place
• how can the community ensure its representatives independence in the

future,

• what effect will this have on other elected representatives on the

board

The Florida statute( https://www.flsenate.gov/Laws/Statutes/2011/617.0808 ) referred to earlier says that If a director is elected by a class, chapter, or

other

...

organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping. Do they even have ability to remove the person in the first place given the action of the board why are they also determining the

next

...

steps in the replacing our representative.

Gn.

On 29 December 2015 at 19:53, Thomas Goldammer thogol@gmail.com wrote:

...

2015-12-29 10:15 GMT+01:00 Isarra Yos zhorishna@gmail.com:

...

It says a lot, but just what that is depends entirely on the context.

And

...

...

for community members who voted for him, that context could mean we

should

...

also no longer have confidence in him elsewhere in the projects, or

in

...

...

the

...

board, or have no bearing on either thing whatsoever. Not knowing

just

...

...

...

means there's no indication what to trust.

I'd rather lose the trust and confidence in those 8 Board members than

in

...

...

him without knowing what was the cause for his disbarment. ;)

Maybe the Board by-laws have to be changed, too. Throwing out a community-elected member like this, without providing a reason, is no

way

...

...

to deal with the community who elected this member. It should be

mandatory

...

that the Board provides reasons together with the announcement to avoid exactly this kind of discussions and speculations, not a day (or more) later.

And as for no-cause disbarments for community-elected members in a community-driven environment - uhm... I don't need to delve into that, everyone can see the problem. The Board should just not be allowed to disbar community-elected members without a cause, as that undermines

the

...

...

authority of the community over those seats on the Board.

Th. _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe

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Matt, here https://en.wikipedia.org/w/index.php?title=User_talk:Jimbo_Wales&diff=697407200&oldid=697407110, Jimmy says this was a removal for cause.

Anthony Cole http://en.wikipedia.org/wiki/User_talk:Anthonyhcole

On Thu, Dec 31, 2015 at 2:45 PM, Matthew Flaschen < matthew.flaschen@gatech.edu> wrote:

On 12/29/2015 07:19 AM, Gnangarra wrote:

...

there are bigger questions than why like;

- how can this take place
- how can the community ensure its representatives independence in the
future,
- what effect will this have on other elected representatives on the
board

The Florida statute( https://www.flsenate.gov/Laws/Statutes/2011/617.0808 ) referred to earlier says that If a director is elected by a class, chapter, or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping.

IANAL, but I believe that clause does not apply. There are no "members of that class, chapter, unit, or grouping." because there are no members at all (https://wikimediafoundation.org/wiki/Bylaws#ARTICLE_III_-_MEMBERSHIP). It is also under "2. A majority of all votes of the members, if the director was elected or appointed by the members." which also does not apply for the same reason.

To be clear, I believe the board's action was legal, but I believe that ethically they should state whether it was for cause, and if at all possible why he was removed.

Matt Flaschen

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Dear Patricio,

Thank you for your response. However, I don't quite read an explanation in this email. You elaborate a little bit on process (nothing new or surprising there), and the only reason I can extract from your email is this:

"Ultimately, the majority of the Trustees came to the opinion that we were not able to reach a common understanding with James on fulfilling [Trustee conduct, responsibilities, and confidentiality]"

Are we to expect an actual explanation still with the actual reasons why this decision was taken? Because this goes little further than the staff members that 'leave for personal reasons'. When a significant and serious step like this is taken, to remove a community selected board member, I do expect a better explanation from the board towards the electorate than this.

I am looking forward to more - from you, from James or anyone else.

Best, Lodewijk

On Thu, Dec 31, 2015 at 2:02 PM, Patricio Lorente < patricio.lorente@gmail.com> wrote:

Thank you to everyone who responded to my email about the Board’s recent decision. We recognize this is the Board's first removal of a sitting Trustee, and that has led to questions and perhaps some confusion.

I wanted to provide you with some additional information in response to the discussions on this thread. As many of you know, we did not intend for the decision to become public the way it did. We planned to have a discussion and decision in the meeting, but could not be certain of the outcome ahead of the final vote. Since the meeting, we have taken our time to work together to make sure the information we share will be accurate, respectful, and informative to the greatest extent possible. At the same time, there is a limit to what the Board can share. We have fiduciary duties, which include Board confidentiality, and we must respect them in this decision as we would in others.

I want to be very clear that the Board decision was not about a difference of opinion on a matter of WMF direction or strategy between James and the other Trustees. Over the course of the past few months, the Trustees had multiple conversations around expectations for Trustee conduct, responsibilities, and confidentiality. Ultimately, the majority of the Trustees came to the opinion that we were not able to reach a common understanding with James on fulfilling those expectations. We have a duty as a Board to ensure we all abide by our roles and responsibilities as an essential condition for effective governance. I also want to reaffirm that this decision was made internally, by the Board, without any outside influence, and according to the process outlined in our Bylaws.

Under the Wikimedia Foundation’s Bylaws, and, in accordance with Florida law (where, as a 501(c)(3) charity, the Foundation is registered), members of the Board who are selected through community or affiliate elections are then appointed to the Board by the existing members. Since all members of the Board are appointed by the Board itself, the Board retains the ability to manage its composition as necessary to maintain the working environment required to be effective.

As someone who was appointed through a community process, I understand how important it is to have strong voices from the community on our Board. I want to be absolutely clear that this decision does not change our commitment to engaging with a diverse, talented, opinionated, and representative group of leaders to serve on our Board. It also does not change our commitment to encouraging and hearing different voices on direction and strategy.

We are working with the 2015 Elections Committee to fill this vacancy with a member of the Wikimedia community. This is a top priority. More information will be available once the Board has had a chance to confer with the 2015 Elections Committee.

From our viewpoint, our actions around the removal are concluded. We sincerely hope that James will continue to be an active, constructive part of the Wikimedia movement. I personally look forward to continuing collaboration with him.

Thank you,

                                       Patricio

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On 31 December 2015 at 13:31, Andreas Kolbe jayen466@gmail.com wrote:

Patricio, Thanks. Could you explain to us the scope of "board confidentiality", and how and where it is defined for both current and former members? Best, Andreas

Anyone who has had trustee training can answer this. No trustee of any charity/NGO is under a legally binding confidentiality agreement, for good ethical reasons. Trustees *must* be free to blow the whistle for the long term good of the organization without fear of petty civil proceedings to shut them up. Trustees can *choose* to resolve any issues whether personal or organizational behind closed doors, but they are always free to act in a way that follows their ethics, even though in practice this often means they will resign from the board at the same time.

Jimmy Wales has seen fit to express his personal views about James in public in a transparent and honest way; and James and the remaining trustees are free to do exactly the same thing. There's no "Jimmy clause" that our movement agreed to.

If James can be bothered to run again for election back on the WMF board of trustees, he'll be getting my vote. As far as I can make out, being kicked off the board for woolly, secretive or short-term political reasons this time around is no bar to re-running.

Fae

I would vote for him if a satisfactory explanation is not forthcoming, just as a matter of principle. Cheers, Peter

-----Original Message----- From: Wikimedia-l [mailto:wikimedia-l-bounces@lists.wikimedia.org] On Behalf Of Yaroslav M. Blanter Sent: Thursday, 31 December 2015 4:07 PM To: Wikimedia Mailing List Subject: Re: [Wikimedia-l] Announcement about changes to the Board

On 2015-12-31 14:44, Fæ wrote:

On 31 December 2015 at 13:31, Andreas Kolbe jayen466@gmail.com wrote:

If James can be bothered to run again for election back on the WMF board of trustees, he'll be getting my vote. As far as I can make out, being kicked off the board for woolly, secretive or short-term political reasons this time around is no bar to re-running.

Fae

Indeed, this is a point I would like to understand: Imagine James would run at the coming elections and wins - would he be again immediately removed from the board? I did not vote for him last time, for a number of reasons, but I would seriously consider voting for him this time if he runs.

Cheers Yaroslav

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But then again, these are not direct elections. The elections we have are just recommendations, and the board appoints community trustees based on those recommendations.

Techman224

On Dec 31, 2015, at 11:52 AM, Andreas Kolbe jayen466@gmail.com wrote:

On Thu, Dec 31, 2015 at 3:05 PM, Peter Southwood < peter.southwood@telkomsa.net mailto:peter.southwood@telkomsa.net> wrote:

...

I would vote for him if a satisfactory explanation is not forthcoming, just as a matter of principle. Cheers, Peter

According to applicable Florida law,[1]

(f) Any director who is removed from the board is not eligible to stand for reelection until the next annual meeting at which directors are elected.

[1] https://www.flsenate.gov/Laws/Statutes/2011/617.0808 https://www.flsenate.gov/Laws/Statutes/2011/617.0808

...

-----Original Message----- From: Wikimedia-l [mailto:wikimedia-l-bounces@lists.wikimedia.org] On Behalf Of Yaroslav M. Blanter Sent: Thursday, 31 December 2015 4:07 PM To: Wikimedia Mailing List Subject: Re: [Wikimedia-l] Announcement about changes to the Board

On 2015-12-31 14:44, Fæ wrote:

...

On 31 December 2015 at 13:31, Andreas Kolbe jayen466@gmail.com wrote:

...

If James can be bothered to run again for election back on the WMF board of trustees, he'll be getting my vote. As far as I can make out, being kicked off the board for woolly, secretive or short-term political reasons this time around is no bar to re-running.

Fae

Indeed, this is a point I would like to understand: Imagine James would run at the coming elections and wins - would he be again immediately removed from the board? I did not vote for him last time, for a number of reasons, but I would seriously consider voting for him this time if he runs.

Cheers Yaroslav

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Can the board please very clearly state whether this removal was for cause, or not!? On 1 Jan 2016 12:03 am, "Patricio Lorente" patricio.lorente@gmail.com wrote:

Thank you to everyone who responded to my email about the Board’s recent decision. We recognize this is the Board's first removal of a sitting Trustee, and that has led to questions and perhaps some confusion.

I wanted to provide you with some additional information in response to the discussions on this thread. As many of you know, we did not intend for the decision to become public the way it did. We planned to have a discussion and decision in the meeting, but could not be certain of the outcome ahead of the final vote. Since the meeting, we have taken our time to work together to make sure the information we share will be accurate, respectful, and informative to the greatest extent possible. At the same time, there is a limit to what the Board can share. We have fiduciary duties, which include Board confidentiality, and we must respect them in this decision as we would in others.

I want to be very clear that the Board decision was not about a difference of opinion on a matter of WMF direction or strategy between James and the other Trustees. Over the course of the past few months, the Trustees had multiple conversations around expectations for Trustee conduct, responsibilities, and confidentiality. Ultimately, the majority of the Trustees came to the opinion that we were not able to reach a common understanding with James on fulfilling those expectations. We have a duty as a Board to ensure we all abide by our roles and responsibilities as an essential condition for effective governance. I also want to reaffirm that this decision was made internally, by the Board, without any outside influence, and according to the process outlined in our Bylaws.

Under the Wikimedia Foundation’s Bylaws, and, in accordance with Florida law (where, as a 501(c)(3) charity, the Foundation is registered), members of the Board who are selected through community or affiliate elections are then appointed to the Board by the existing members. Since all members of the Board are appointed by the Board itself, the Board retains the ability to manage its composition as necessary to maintain the working environment required to be effective.

As someone who was appointed through a community process, I understand how important it is to have strong voices from the community on our Board. I want to be absolutely clear that this decision does not change our commitment to engaging with a diverse, talented, opinionated, and representative group of leaders to serve on our Board. It also does not change our commitment to encouraging and hearing different voices on direction and strategy.

We are working with the 2015 Elections Committee to fill this vacancy with a member of the Wikimedia community. This is a top priority. More information will be available once the Board has had a chance to confer with the 2015 Elections Committee.

From our viewpoint, our actions around the removal are concluded. We sincerely hope that James will continue to be an active, constructive part of the Wikimedia movement. I personally look forward to continuing collaboration with him.

Thank you,

                                       Patricio

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You are quite correct, we cannot force the board to respond. However if they don't we are free to vote with our feet - or not. The fundamental rule of crowdsourcing is 'do not alienate your crowd'. They tread a delicate line, whatever they do is going to annoy somebody. Cheers, Peter

-----Original Message----- From: Wikimedia-l [mailto:wikimedia-l-bounces@lists.wikimedia.org] On Behalf Of Rjd0060 Sent: Thursday, 31 December 2015 4:12 PM To: Wikimedia Mailing List Subject: Re: [Wikimedia-l] Announcement about changes to the Board

On Thu, Dec 31, 2015 at 9:02 AM, John Mark Vandenberg jayvdb@gmail.com wrote:

Can the board please very clearly state whether this removal was for cause, or not!?

If they'd like to. But if not, no. So people who keep demanding things, after what I personally believe between Jimmy's comment and others, we can put a lot (no, not all) of pieces to get ourselves.

We edit a website. This may surprise a lot of people, but that entitles you to nothing outside of that domain. It doesn't get you a discount at McDonalds, it doesn't get you out of traffic violations and probably won't get you your next job. Yes - our position as volunteers is important (if not critical) to the Foundation and its overall message. But the so called "community" needs to realize their boundaries.

People who keep demanding such things (such as a detailed report of what happened) are showing a lack of knowledge on the non-profit board structure - and perhaps other things. Just my two cents, since everybody else is piling on in opposition.

Regarding: "at the moment there is not even a clone that provides just the same data.": creating an alternative host for a fork of Wikipedia is possible, although labor-intensive and a bit capital-intensive, and it's far from ideal. I feel that at this time the information available about the governance of WMF, while deeply concerning, is short of the threshold at which I would feel comfortable pursuing this option.

A reminder that we'll have 2 new trustees starting in January, and there will be an election in 2016 for the affiliate-appointed trustees' seats. As Yoda wisely said, "Always in motion is the future."

I'm contemplating a response to Patricio's email. I'm currently in the difficult position of figuring out who to trust. It may take another day or so for me to sift through my thoughts.

Pine

On Thu, Dec 31, 2015 at 11:20 AM, Tim Landscheidt tim@tim-landscheidt.de wrote:

"Peter Southwood" peter.southwood@telkomsa.net wrote:

...

You are quite correct, we cannot force the board to respond. However if they don't we are free to vote with our feet - or not. The fundamental rule of crowdsourcing is 'do not alienate your crowd'. They tread a delicate line, whatever they do is going to annoy somebody. […]

By mid-December, they had crowdsourced USD 18.000.000 in this campaign, so they seem to be on the right track. If volunteer editors would leave in a significant number, the effect would be the same that we have seen for MediaWiki development: "We need to raise /more/ money to employ some- one to edit and update articles. You want to keep Wikipedia alive, don't you?"

All threats against the board or WMF in general are power- less unless there is a viable alternative to Wikipedia for volunteers that is /better/; at the moment there is not even a clone that provides just the same data.

Tim

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"Peter Southwood" peter.southwood@telkomsa.net wrote:

I agree. The situation may well be metastable, in that the WMF may get away with alienating the crowd for a long time, until it reaches a tipping point, when the reaction becomes catastrophic and non-reversible. At which point there will be a large number of people who will say they told them so, but it may well be too late to reassemble the debris. Something will survive , but maybe not Wikipedia as we know it. How far we are from the tipping point is anybody's guess. At present the vast majority of the crowd are probably totally unaware of the problems, but I personally would not bet the survival of Wikipedia against them staying and continuing to produce for free if there was a major walkout by the volunteers who currently keep the show on the road. Will the level of donations remain viable if the general public witnesses a meltdown? Would you bet on it? […]

That is irrelevant for threatening WMF. If at some point in time WMF would no longer raise enough funds, its staff would just have to pick new jobs somewhere else (just like all other employees do in a similar situation). Working at WMF probably has some amenities, but noone bases their decisions on fears that as an effect their contract might be termi- nated in ten or twenty years. Even less so do trustees plan that they can replace their summer holiday with a trip to Wikimania till eternity.

And it's also irrelevant for writing an online encyclopedia. You don't need the current level of funding as only a frac- tion actually goes to expenditures necessary for /that/, and if you have viewers, you will have (more than sufficient) donations.

So while a reaction may be "catastrophic and non-re- versible", if the possible effect is a minor nuisance at worst, then it cannot be a motivating factor.

Tim

Could we stop catastrophizing the situation to the extent of open discussion of project forks, boycotts, etc?

Even if the board of trustees does turn out to have made a horrible mistake, there are many steps to remedy that short of ending the world.

So far the best description I can think of is that we have a bunch of people who were there struggling to describe the situation without breaching duty to the organization or resorting to attacks, the information release results of which so far are unsatisfying to concerned external parties such as most of us.

It's responsible to reiterate that we (the community) do need real answers to some of these questions, and that existing answers were unsatisfactory. Further work is needed. Delays are not confidence building, but obviously these are complicated issues to untangle. I for one would appreciate the board being more explicit.

This ultimately comes down to trust in people and the Board. Without information trust ebbs.

George William Herbert Sent from my iPhone

On Jan 2, 2016, at 12:37 AM, "Peter Southwood" peter.southwood@telkomsa.net wrote:

Just as you say. No threat to WMF if they don’t care about retaining the editing community. If all else fails thy could just sell advertising Cheers, Peter

-----Original Message----- From: Wikimedia-l [mailto:wikimedia-l-bounces@lists.wikimedia.org] On Behalf Of Tim Landscheidt Sent: Saturday, 02 January 2016 8:16 AM To: wikimedia-l@lists.wikimedia.org Subject: Re: [Wikimedia-l] Announcement about changes to the Board

"Peter Southwood" peter.southwood@telkomsa.net wrote:

...

I agree. The situation may well be metastable, in that the WMF may get away with alienating the crowd for a long time, until it reaches a tipping point, when the reaction becomes catastrophic and non-reversible. At which point there will be a large number of people who will say they told them so, but it may well be too late to reassemble the debris. Something will survive , but maybe not Wikipedia as we know it. How far we are from the tipping point is anybody's guess. At present the vast majority of the crowd are probably totally unaware of the problems, but I personally would not bet the survival of Wikipedia against them staying and continuing to produce for free if there was a major walkout by the volunteers who currently keep the show on the road. Will the level of donations remain viable if the general public witnesses a meltdown? Would you bet on it? […]

That is irrelevant for threatening WMF. If at some point in time WMF would no longer raise enough funds, its staff would just have to pick new jobs somewhere else (just like all other employees do in a similar situation). Working at WMF probably has some amenities, but noone bases their decisions on fears that as an effect their contract might be termi- nated in ten or twenty years. Even less so do trustees plan that they can replace their summer holiday with a trip to Wikimania till eternity.

And it's also irrelevant for writing an online encyclopedia. You don't need the current level of funding as only a frac- tion actually goes to expenditures necessary for /that/, and if you have viewers, you will have (more than sufficient) donations.

So while a reaction may be "catastrophic and non-re- versible", if the possible effect is a minor nuisance at worst, then it cannot be a motivating factor.

Tim

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On 2 January 2016 at 09:24, George Herbert george.herbert@gmail.com wrote:

So far the best description I can think of is that we have a bunch of people who were there struggling to describe the situation without breaching duty to the organization or resorting to attacks, the information release results of which so far are unsatisfying to concerned external parties such as most of us.

Eh I'd argue at this point we have a fairly good idea of what went on.

We know from the high employee turnover in some areas and the odd slip (well that and pretty direct complaints https://meta.wikimedia.org/w/index.php?title=WMF_Transparency_Gap&diff=1... ) that, oh lets call it moral, isn't exactly rock solid at the WMF. The long term failure to fill the chief technology officer position probably doesn't help but there are reasons to suspect there are other issues.

For whatever reason James ended being ground zero for complaints by WMF employees. Not clear why they would go for one of the community elected people although perhaps it has something to do with only them being the only post Lila Tretikov board members. (BTW either https://wikimediafoundation.org/wiki/Board_of_Trustees needs updating or we've just lost another two board members).

James handled these complaints in a way that the WMF management felt was undermining their authority/ability to lead and complained to the board. The board sided with management and removed James.

The community can't actually do much about this other than perhaps recommending board level representation for WMF employees with the counter that we revive that old proposal of them not voting in the elections for the community representatives.

Good point, I did not realize that page existed. I'll add it to the Transparency Gap page Adam W started. It is curious that there were public reports of the results of the employee survey in 2012 and 2013, but not since.

Two other web pages relating to this come to mind: (1) Wikipedian and fellow consultant William Beutler referred to high WMF staff turnover as the #9 biggest story about Wikipedia in 2015, saying "The only reason this exodus of talent isn’t higher on this list is because it’s one of 2015’s least-reported stories": http://thewikipedian.net/2015/12/22/the-top-10-wikipedia-stories-of-2015/ (2) Former WMF Director of Features Engineering Terry Chay commented in detail on this, comparing it to other companies, in September 2015: https://www.quora.com/What-has-caused-so-many-people-to-leave-jobs-at-the-Wi...

-Pete [[User:Peteforsyth]]

On Sun, Jan 3, 2016 at 5:53 PM, Greg Grossmeier greg@wikimedia.org wrote:

<quote name="geni" date="2016-01-02" time="16:18:42 +0000"> > Eh I'd argue at this point we have a fairly good idea of what went on. > > We know from the high employee turnover in some areas and the odd slip > (well that and pretty direct complaints > https://meta.wikimedia.org/w/index.php?title=WMF_Transparency_Gap&diff=15199687&oldid=15199605 > ) that, oh lets call it moral, isn't exactly rock solid at the WMF. The > long term failure to fill the chief technology officer position probably > doesn't help but there are reasons to suspect there are other issues.

Normally, the way to measure such morale (along with other things) is via a survey to measure employee engagement [0].

You can see past engagement surveys on metawiki [1].

[0] https://en.wikipedia.org/wiki/Employee_engagement [1] https://meta.wikimedia.org/wiki/Employee_engagement_survey

Greg

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Pine,

Given that the way James and the Board should relate to staff was one issue that lead to his removal, the situation in the wider WMF as an organization is highly relevant here.

Under normal, smoothly-functioning circumstances (and most of my 4 year tenure at WMF) there was little reason for non-executive staff to interact with the Board in a professional capacity. If that isn't the case and staff are trying to communicate with the Board directly a lot, it is smoke pointing to a burning fire somewhere.

On Sun, Jan 3, 2016 at 10:57 PM Pine W wiki.pine@gmail.com wrote:

I agree that the turnover issue is a matter that needs some consideration. But I think that issue is more relevant to the ED rather than the Board. I would appreciate it if we could keep that issue separate from the murky circumstances of James' departure and the conflicting testimony that has been given in public, the *possible* official misconduct with regards to improper withholding of financial information from James, the community's desire for significantly more transparency and openness from the Board, and the credibility of the Board's leadership.

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Hi Stephen,

If that isn't the case and staff are trying to communicate with the Board directly a lot, it is smoke pointing to a burning fire somewhere.

I seem to be missing something. Did I say anything contrary to that?

Hi Marc,

Wouldn't that depend on whether the ED is acting at the behest of the

board or not?

Under most circumstances, I would consider turnover to be a subject of concern primarily for HR (Boryana) and the ED (Lila). If there's an undesirable increase in turnover (remember that some churn is normal, especially in the first several months to a year of new management), I would expect HR and the ED to be aware of it and to take steps to address it. I would anticipate the Board being aware of this situation, but ordinarily I wouldn't consider it to be a governance issue on the same level as the removal of a board member, the transparency of board deliberations, or the possible improper withholding of financial documents from a board member. All of the latter three are items which I think could reasonably be included in the scope of an external review.

That said, I've emailed Boryana to ask her for some statistics about turnover and about whether there will be another employee survey. If there's a lot of dissatisfaction among the staff, the reasons for that dissatisfaction would be helpful to know. I hesitate to say that this is a Board-level issue unless there is evidence that shows dissatisfaction *and* links that dissatisfaction to the Board. Generally I would expect HR and ED to have turnover on their radar and to address it with little need for involvement from the Board. On the other hand, if the ED is part of the problem (I hope not), then I would expect the Board to address that. Generally I would treat the subject of turnover as a management issue rather than a Board-level governance issue, although I concede the possibility that evidence might emerge that does elevate turnover to a Board-level issue.

Pine

On 2016-01-04 2:22 PM, Marc A. Pelletier wrote:

Off the record,

Obviously not - that was part of a different email I started. :-)

-- Marc

While it's not hard to find a WMF employee who will privately (or increasingly, not-so-privately) complain of poor morale, I'd be wary of reading too much into submissions to sites like Glassdoor. Employees that are content rarely take the time to report this, so you end up with a skewed sample consisting largely of the unhappy and demotivated.

Cheers, Craig

On 5 January 2016 at 05:56, Andreas Kolbe jayen466@gmail.com wrote:

On Mon, Jan 4, 2016 at 7:08 PM, Pine W wiki.pine@gmail.com wrote:

...

If there's a lot of dissatisfaction among the staff, the reasons for that dissatisfaction would be helpful to know.

Some recurring themes on Glassdoor[1] over the years are –

• Hiring of completely inexperienced staff
• Incompetent managers
• Unclear strategy
• Favouritism
• Angst-ridden climate

[1] https://www.glassdoor.co.uk/Reviews/Wikimedia-Foundation-Reviews-E38331.htm _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe

Just a note that I am continuing to discuss the subjects of turnover and WMF employee morale with Boryana, and I have also asked Lila about this.

Pine

On Wed, Jan 6, 2016 at 8:22 AM, Andreas Kolbe jayen466@gmail.com wrote:

On Wed, Jan 6, 2016 at 10:18 AM, Craig Franklin <cfranklin@halonetwork.net

...

wrote:

...

While it's not hard to find a WMF employee who will privately (or increasingly, not-so-privately) complain of poor morale, I'd be wary of reading too much into submissions to sites like Glassdoor. Employees

that

...

are content rarely take the time to report this, so you end up with a skewed sample consisting largely of the unhappy and demotivated.

Looking a bit further into Glassdoor disproves that theory.

For comparison, here are two non-profits of roughly similar size for comparison:

• NPR has an approval rating of 4.0 out of 5, based on 96 reviews, with 79%

saying they would recommend working there to a friend.[1]

• The American Enterprise Institute has an approval rating of 4.1 out of 5,

based on 53 reviews, with 89% saying they would recommend working there to a friend.[2]

You can find approval ratings in excess of 90% on Glassdoor for some large corporates, based on literally thousands of reviews.

[1] https://www.glassdoor.co.uk/Overview/Working-at-NPR-EI_IE3965.11,14.htm [2] https://www.glassdoor.co.uk/Overview/Working-at-AEI-EI_IE151782.11,14.htm _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe

Heh (: I have no problem with those emails being published.

Just for clarification: I do believe that there is value in some confidential and 1-on-1 communications. Where I think there is room for change is with regards to a governing body of an open-source organization (in this case, the WMF board) limiting access to so many of its official deliberations. I would strongly prefer that official deliberations of a governing body be open to the public. I feel that public deliberations provide important benefits: more credibility, reduction of the risks of groupthink, encouragement of civility in meetings, and increased accountability to the public.

I'm happy to provide further details on Washington State laws on open meetings and public records. Generally I feel that they provide good guidance. There are exceptions, for example in the cases of attorney-client privileged information, personnel matters, or deliberations about pending property acquisitions. I feel that the reasons for the exceptions are generally well designed, and it's important that closed-door official meetings are the exception rather than the norm.

Pine

On Wed, Jan 6, 2016 at 11:07 AM, Thyge ltl.privat@gmail.com wrote:

Transparently, I suppose?

Thyge

2016-01-06 19:31 GMT+01:00 Pine W wiki.pine@gmail.com:

...

Just a note that I am continuing to discuss the subjects of turnover and WMF employee morale with Boryana, and I have also asked Lila about this.

Pine

On Wed, Jan 6, 2016 at 8:22 AM, Andreas Kolbe jayen466@gmail.com

wrote:

...

...

On Wed, Jan 6, 2016 at 10:18 AM, Craig Franklin <

cfranklin@halonetwork.net

...

...

wrote:

...

While it's not hard to find a WMF employee who will privately (or increasingly, not-so-privately) complain of poor morale, I'd be wary

of

...

...

...

reading too much into submissions to sites like Glassdoor. Employees

that

...

are content rarely take the time to report this, so you end up with a skewed sample consisting largely of the unhappy and demotivated.

Looking a bit further into Glassdoor disproves that theory.

For comparison, here are two non-profits of roughly similar size for comparison:

• NPR has an approval rating of 4.0 out of 5, based on 96 reviews, with

79%

...

saying they would recommend working there to a friend.[1]

• The American Enterprise Institute has an approval rating of 4.1 out

of

...

5,

...

based on 53 reviews, with 89% saying they would recommend working there

to

...

a friend.[2]

You can find approval ratings in excess of 90% on Glassdoor for some

large

...

corporates, based on literally thousands of reviews.

[1]

https://www.glassdoor.co.uk/Overview/Working-at-NPR-EI_IE3965.11,14.htm

...

...

[2]

https://www.glassdoor.co.uk/Overview/Working-at-AEI-EI_IE151782.11,14.htm

...

...

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On 2016-01-02 09:37, Peter Southwood wrote:

Just as you say. No threat to WMF if they don’t care about retaining the editing community. If all else fails thy could just sell advertising Cheers, Peter

This is an interesting theoretical discussion, and I criticized WMF in the past on a number of occasions, but I feel necessary to emphasize that there is not a slightest indication at this time that they do not care about retaining the community. At most, we have indications that they did not handle some issues in sub-optimal way. The probability that Wikipedia and sister projects will collapse in say ten years because some novel technical means become available and we do not manage to respond properly is in my opinion a billion times higher than that we will collapse because BoT or WMF staff function sub-optimally in their daily communications with the community. Let us discuss real things and not what happens if Martians come to enslave us.

Cheers Yaroslav

Have been enjoying discussions on the subject matter. I wish we can  understand that we are laying a  precedent that would be used to judge you and I tomorrow.  ‎ Yes, the board could be right  by the decision taking against James . More so , the communities could be  right by their reactions  against the decision.

In light of these two positions, we need to look at the substances  surrounding the issue at hand, thus:

1. What is James's offence  2. Is the offense enough for a sack ‎ 3. Is the board answerable to the communities in term of their decisions and activities. ‎ 4. How current is the bylaw being used by the board 5 . ‎Who makes the law.  ‎ The more the above mentioned questions remain unanswered, the more the argument. Mind you, a very tiny smoke if not quenched will definitely lead to a wildfire.  ‎ Lastly,  If we could answer these golden questions, perhaps we could be on the way to resolve the matter at hand.

WR.   ‎ Sent from my BlackBerry 10 smartphone.   Original Message   From: Gnangarra Sent: Saturday, January 2, 2016 10:56 AM To: Wikimedia Mailing List Reply To: Wikimedia Mailing List Subject: Re: [Wikimedia-l] Announcement about changes to the Board

The sky isnt falling https://en.wikipedia.org/wiki/Henny_Penny yes it wasnt optimally handled and yes it caught the community by surprise but lets be careful here. We cant sit back and enjoy the holiday season while expecting everyone else to be dropping everything and running into to the office to write a full explanation while threaten to bring the the projects(their livelyhoods) crashing down around their ears.

Lets just take a collective breath and wait until people start returning next week to sort out the mess created, let them provide better information and move forward better informed

On 2 January 2016 at 17:44, Yaroslav M. Blanter putevod@mccme.ru wrote:

On 2016-01-02 09:37, Peter Southwood wrote:

...

Just as you say. No threat to WMF if they don’t care about retaining the editing community. If all else fails thy could just sell advertising Cheers, Peter

This is an interesting theoretical discussion, and I criticized WMF in the past on a number of occasions, but I feel necessary to emphasize that there is not a slightest indication at this time that they do not care about retaining the community. At most, we have indications that they did not handle some issues in sub-optimal way. The probability that Wikipedia and sister projects will collapse in say ten years because some novel technical means become available and we do not manage to respond properly is in my opinion a billion times higher than that we will collapse because BoT or WMF staff function sub-optimally in their daily communications with the community. Let us discuss real things and not what happens if Martians come to enslave us.

Cheers Yaroslav

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Hi all -

Just to be clear, none of my previous posts were meant to suggest that the sky was falling - just that from the information that has been made public and am aware of, choosing to remove James from the board certainly wasn't legally necessary, and that there's a good chance it wasn't in the interests of the movement to remove him, and that it should probably be examined publicly whether or not it was a good or necessary idea. I'm not calling for anyone's heads even if a mistake was made; I know and respect many of the board as well, and don't doubt their devotion to Wikimedia - I just question if a mistake was made, and think that we should be transparent enough as a movement to figure out a mistake was made in a transparent fashion. If a mistake was made, then it would be a good idea to examine both procedures around the removal of board members, and also, potentially to ensure that the idea of transparency believed in by the Board is the same as the idea of transparency believed in by much of the rest of the movement. We've already learned one valuable lesson from this: Board should probably consult with comms before holding a meeting likely to generate controversy, even if that decision isn't 100% yet.

Best, KG

On Sat, Jan 2, 2016 at 2:03 AM, Anders Wennersten mail@anderswennersten.se wrote:

Den 2016-01-02 kl. 10:44, skrev Yaroslav M. Blanter:

...

This is an interesting theoretical discussion, and I criticized WMF in the past on a number of occasions, but I feel necessary to emphasize that there is not a slightest indication at this time that they do not care about retaining the community. At most, we have indications that they did not handle some issues in sub-optimal way. The probability that Wikipedia and sister projects will collapse in say ten years because some novel technical means become available and we do not manage to respond properly is in my opinion a billion times higher than that we will collapse because BoT or WMF staff function sub-optimally in their daily communications with the community. Let us discuss real things and not what happens if Martians come to enslave us.

Cheers Yaroslav

I agree and I also think we should not over dramatize that someone is at odds with a group and leave the group (by resignation or by forced leaving).

I have myself been part of numerous groups in my life, probably several hundreds, and have left in being at odds with the group/employer almost a dozen times. A very few times by being sacked or ousted and mostly with me resigning, but then feeling I have had very sound reasons for taking my position making me becoming at odds with the rest.

But in no case after the resignation has been a fact, have I continued to dwell publicly over it. A fact is a fact and it is better to go on with life for all parties (and it is enough my loyal wife has had to hear "my side of it") .

In this case I know first hand a majority of the Board and I know them to be true to the values and belief of the movement, and as individuals being caring, and the opposite to my most hated disliked personality, power hungry persons without empathy.

Anders

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Thanks for your thoughts Dariusz. It seems there is no WMF board commitment to a single measurable action as a result of this badly handled incident.

I hope for a bit more than a classic "moving forward" message without learning anything new. The unelected are entrenched and deaf to volunteer dissatisfaction with their behaviour.

Fae On 2 Jan 2016 11:08, "Dariusz Jemielniak" darekj@alk.edu.pl wrote:

Hi there,

I wanted to send a note to all of you, that shares my perspective on the recent Board decision. These are my own thoughts, as a community-selected Board member who voted in the minority for the recent resolution. However, I also want to be clear that I support the outcome and the majority decision, and look forward to a new community Trustee. I hope that, even though you may continue to have questions, you will too.

From my own perspective, the issue of "trust" had nothing to do with James’ personal integrity. The Board however must ensure that members follow their duties and obligations in their roles as Trustees. My personal (not organizational) trust in James is 100%, in the sense that I would buy a car from him, and leave him the keys to my house without hesitation. James is an exceptional individual and an amazing Wikipedian. I feel privileged to know him.

Yet, when governance is involved, things work out a bit differently. I can explain to you how I understand the results of the vote. I myself considered voting in favor of the resolution. I also believe that others reasonably considered their vote. James himself recognized his errors and admitted that he made mistakes and stepped out of process for a Board member. Our collective decision was carefully thought through. I also understand well the reasons of many Board members who voted as they did.

I do want to comment on one point very important to me: This decision does not signal a shift on the Board’s attitude towards community representation, and does not alter our commitment to an active role for the community representatives on the Board. I also want to be clear that the Board decision was not based on a difference of opinion about direction or strategy.

At this stage, I think we basically need to move on. The Board is committed to community-nominated membership, and we are actively working with the most recent Election Committee on a plan to fill the open community-selected seat . We expect James to stay in the movement and continue to do the amazing things he is well known for. Until recently, I was also a member of the community, watching the Board’s decisions. I understand the desire to have more details. At the same time, I genuinely ask for you to assume good faith from the Board.

I do, however, agree that the Foundation and the Board can be better at communicating, and be more open. While we're not there yet, I am optimistic about the direction of the change, and I know that 2016 will bring more open community discussions around both strategy and our annual planning in consultation with the movement.

I join my colleagues in wishing my friend, James, the absolute best in his next ventures. I am excited that he plans to remain an active member of our movement, and I look forward to seeing him on-wiki and at community gatherings.

Best,

Dariusz a.k.a. pundit 02.01.2016 6:44 AM "Kevin Gorman" kgorman@gmail.com napisał(a):

...

Hi all -

Just to be clear, none of my previous posts were meant to suggest that

the

...

sky was falling - just that from the information that has been made

public

...

and am aware of, choosing to remove James from the board certainly wasn't legally necessary, and that there's a good chance it wasn't in the interests of the movement to remove him, and that it should probably be examined publicly whether or not it was a good or necessary idea. I'm

not

...

calling for anyone's heads even if a mistake was made; I know and respect many of the board as well, and don't doubt their devotion to Wikimedia -

I

...

just question if a mistake was made, and think that we should be transparent enough as a movement to figure out a mistake was made in a transparent fashion. If a mistake was made, then it would be a good idea to examine both procedures around the removal of board members, and also, potentially to ensure that the idea of transparency believed in by the Board is the same as the idea of transparency believed in by much of the rest of the movement. We've already learned one valuable lesson from

this:

...

Board should probably consult with comms before holding a meeting likely to generate controversy, even if that decision isn't 100% yet.

Best, KG

On Sat, Jan 2, 2016 at 2:03 AM, Anders Wennersten < mail@anderswennersten.se> wrote:

...

Den 2016-01-02 kl. 10:44, skrev Yaroslav M. Blanter:

...

This is an interesting theoretical discussion, and I criticized WMF in the past on a number of occasions, but I feel necessary to emphasize

that

...

...

there is not a slightest indication at this time that they do not care about retaining the community. At most, we have indications that they

did

...

...

not handle some issues in sub-optimal way. The probability that

Wikipedia

...

...

and sister projects will collapse in say ten years because some novel technical means become available and we do not manage to respond

properly

...

...

is in my opinion a billion times higher than that we will collapse

because

...

...

BoT or WMF staff function sub-optimally in their daily communications

with

...

...

the community. Let us discuss real things and not what happens if

Martians

...

...

come to enslave us.

Cheers Yaroslav

I agree and I also think we should not over dramatize that someone is

at

...

...

odds with a group and leave the group (by resignation or by forced

leaving).

...

I have myself been part of numerous groups in my life, probably several hundreds, and have left in being at odds with the group/employer

almost a

...

...

dozen times. A very few times by being sacked or ousted and mostly with

me

...

resigning, but then feeling I have had very sound reasons for taking my position making me becoming at odds with the rest.

But in no case after the resignation has been a fact, have I continued

to

...

...

dwell publicly over it. A fact is a fact and it is better to go on with life for all parties (and it is enough my loyal wife has had to hear

"my

...

...

side of it") .

In this case I know first hand a majority of the Board and I know them

to

...

...

be true to the values and belief of the movement, and as individuals

being

...

caring, and the opposite to my most hated disliked personality, power hungry persons without empathy.

Anders

---

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hi Ilario,

I don't want to fuel this discussion, so I'll just reply briefly and shut up :) Hi Dariusz, governance is not a question mark that someone can mean as he wants.

In this case the real problem is connected with the stakeholders, and this is an unsolved real problem of governance.

As soon a board member has been selected/elected by a stakeholder, the board of trustees cannot dismiss it following the action taken in this specific case.

In this case the problem of un-governance is the identification of the stakeholders and the real power in the hands of each stakeholder.

The real problem of "un-governance" is more related with the action of the board of trustee than with James (at the moment).

I understand that James have "recognized his errors and admitted that he made mistakes and stepped out of process for a Board member" but at the moment the records of the board's meeting says that James voted against his dismission.

It means that you are doing a personal statement, but the official one is that James didn't accepted his dismission during the vote.

Kind regards

On 02.01.2016 12:08, Dariusz Jemielniak wrote:

Yet, when governance is involved, things work out a bit differently. I can explain to you how I understand the results of the vote. I myself considered voting in favor of the resolution. I also believe that others reasonably considered their vote. James himself recognized his errors and admitted that he made mistakes and stepped out of process for a Board member. Our collective decision was carefully thought through. I also understand well the reasons of many Board members who voted as they did.

Dear Dariusz,

Thank you for the response. I understand that you (and the board) want to move on. But there are in many organisations (and countries) certain powers that are 'excessive' - and I think expelling a board member is one of those. I agree there can be circumstances where this power has to be invoked, and surely I'm more than willing to assume good faith.

However, the use of such power (especially when dismissing a community selected board member) comes with a responsibility to explain /why/ the person was expelled towards the electorate. Patricio did a poor job at it (he focused on process) and your elaboration makes some suggestions/nods in which direction to look for an answer. I hope you understand that people keep trying to figure out why James was dismissed. Even if you can't share details, the general reason should, imho, be shared.

James suggests in his email that he was dismissed for two reasons primarily (the third point he makes, is after the dismissal, hence irrelevant and process). Paraphrasing, he talked with staff (and the board thought he shouldn't have), and he would have leaked information.

Could you, or another board member, confirm whether this is a fair representation? Again, I'm not looking for specifics if that is truely confidential information - but I think that from a community point of view, it is important to understand what kind of reasoning was at the basis for this decision.

Besides that, there are many process questions still open (I agree with many that the percentage is way too fuzzy at this point, and should perhaps be clarified for the future, for example) but that is basically something that should be handled independent of this particular decision.

Best, Lodewijk

On Sat, Jan 2, 2016 at 12:08 PM, Dariusz Jemielniak darekj@alk.edu.pl wrote:

Hi there,

I wanted to send a note to all of you, that shares my perspective on the recent Board decision. These are my own thoughts, as a community-selected Board member who voted in the minority for the recent resolution. However, I also want to be clear that I support the outcome and the majority decision, and look forward to a new community Trustee. I hope that, even though you may continue to have questions, you will too.

From my own perspective, the issue of "trust" had nothing to do with James’ personal integrity. The Board however must ensure that members follow their duties and obligations in their roles as Trustees. My personal (not organizational) trust in James is 100%, in the sense that I would buy a car from him, and leave him the keys to my house without hesitation. James is an exceptional individual and an amazing Wikipedian. I feel privileged to know him.

Yet, when governance is involved, things work out a bit differently. I can explain to you how I understand the results of the vote. I myself considered voting in favor of the resolution. I also believe that others reasonably considered their vote. James himself recognized his errors and admitted that he made mistakes and stepped out of process for a Board member. Our collective decision was carefully thought through. I also understand well the reasons of many Board members who voted as they did.

I do want to comment on one point very important to me: This decision does not signal a shift on the Board’s attitude towards community representation, and does not alter our commitment to an active role for the community representatives on the Board. I also want to be clear that the Board decision was not based on a difference of opinion about direction or strategy.

At this stage, I think we basically need to move on. The Board is committed to community-nominated membership, and we are actively working with the most recent Election Committee on a plan to fill the open community-selected seat . We expect James to stay in the movement and continue to do the amazing things he is well known for. Until recently, I was also a member of the community, watching the Board’s decisions. I understand the desire to have more details. At the same time, I genuinely ask for you to assume good faith from the Board.

I do, however, agree that the Foundation and the Board can be better at communicating, and be more open. While we're not there yet, I am optimistic about the direction of the change, and I know that 2016 will bring more open community discussions around both strategy and our annual planning in consultation with the movement.

I join my colleagues in wishing my friend, James, the absolute best in his next ventures. I am excited that he plans to remain an active member of our movement, and I look forward to seeing him on-wiki and at community gatherings.

Best,

Dariusz a.k.a. pundit 02.01.2016 6:44 AM "Kevin Gorman" kgorman@gmail.com napisał(a):

...

Hi all -

Just to be clear, none of my previous posts were meant to suggest that

the

...

sky was falling - just that from the information that has been made

public

...

and am aware of, choosing to remove James from the board certainly wasn't legally necessary, and that there's a good chance it wasn't in the interests of the movement to remove him, and that it should probably be examined publicly whether or not it was a good or necessary idea. I'm

not

...

calling for anyone's heads even if a mistake was made; I know and respect many of the board as well, and don't doubt their devotion to Wikimedia -

I

...

just question if a mistake was made, and think that we should be transparent enough as a movement to figure out a mistake was made in a transparent fashion. If a mistake was made, then it would be a good idea to examine both procedures around the removal of board members, and also, potentially to ensure that the idea of transparency believed in by the Board is the same as the idea of transparency believed in by much of the rest of the movement. We've already learned one valuable lesson from

this:

...

Board should probably consult with comms before holding a meeting likely to generate controversy, even if that decision isn't 100% yet.

Best, KG

On Sat, Jan 2, 2016 at 2:03 AM, Anders Wennersten < mail@anderswennersten.se> wrote:

...

Den 2016-01-02 kl. 10:44, skrev Yaroslav M. Blanter:

...

This is an interesting theoretical discussion, and I criticized WMF in the past on a number of occasions, but I feel necessary to emphasize

that

...

...

there is not a slightest indication at this time that they do not care about retaining the community. At most, we have indications that they

did

...

...

not handle some issues in sub-optimal way. The probability that

Wikipedia

...

...

and sister projects will collapse in say ten years because some novel technical means become available and we do not manage to respond

properly

...

...

is in my opinion a billion times higher than that we will collapse

because

...

...

BoT or WMF staff function sub-optimally in their daily communications

with

...

...

the community. Let us discuss real things and not what happens if

Martians

...

...

come to enslave us.

Cheers Yaroslav

I agree and I also think we should not over dramatize that someone is

at

...

...

odds with a group and leave the group (by resignation or by forced

leaving).

...

I have myself been part of numerous groups in my life, probably several hundreds, and have left in being at odds with the group/employer

almost a

...

...

dozen times. A very few times by being sacked or ousted and mostly with

me

...

resigning, but then feeling I have had very sound reasons for taking my position making me becoming at odds with the rest.

But in no case after the resignation has been a fact, have I continued

to

...

...

dwell publicly over it. A fact is a fact and it is better to go on with life for all parties (and it is enough my loyal wife has had to hear

"my

...

...

side of it") .

In this case I know first hand a majority of the Board and I know them

to

...

...

be true to the values and belief of the movement, and as individuals

being

...

caring, and the opposite to my most hated disliked personality, power hungry persons without empathy.

Anders

---

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At this point, confidence in the Board has been weakened enough that no, we should not just move on. The confidence issue needs to be addressed. There are multiple ways of doing that. One is (far) more openness, as many others have suggested. Another is to have an impartial investigation of the facts in this case. The high trust of the community in James seems in start contrast with the actions of the Board. Perhaps there was a good reason for the Board to remove James, but the Board's handling of this situation (particularly Jimmy's, which I think has been flatly unacceptable) leaves much to be desired. The Board needs to think hard about, and take concrete actions to improve, the community and staff confidence in its governance.

Pine

This event puzzled me a lot, as I suppose it puzzles all of Wikimedians who don't know what was happening inside of the Board last couple of months.

On one side, although I am not active English Wikipedian, it's obvious to me that James' integrity is on the mythical level. On the other side, I know well seven of the other Board members and I am quite sure they wouldn't do anything that stupid like removing community elected Board member because differences in the vision of WMF future.

Patricio's and Dariusz's responses didn't help a lot. I was quite angry on them because I just saw demagogy in their emails. Initially.

Then I read this Dariusz email and became angry again. But a cigarette after I understood his political discourse. You know, politicians tend to tell you so much nonsense around the information, that you simply can't understand the information. But they do transfer the information, as Dariusz did it.

After reading Daridusz's response, I read again Patricio's email from December 31st and it definitely supported my understanding of the situation.

The answer is not spectacular at all. It's about inner dynamics of the Board and it could happen inside of any Board composition and with any of the Board members, no matter of the vision of particular Board member.

Before I tell you that quite unspectacular "truth", I want to say that I completely understand both sides. From one perspective, I could imagine myself in James' position; from the other one, the decision of other Board members to protect Board's integrity seems quite reasonable.

Imagine a situation when majority of Board members make one decision, which staff don't like. That decision was a product of weeks or months of discussion and it's almost certain that all the arguments were processed very well.

James doesn't agree with that decision, as he sees that it could harm some of the employees: it could be about layoffs or it could be just about making things odd enough for some of the employees, that they won't feel well doing their job anymore.

Then he tells to some of them: "This is going to happen. As you don't want that to happen, you should try to make pressure on Board members. I suggest you to do that in this way." I have to say that I did that numerous times on committee level in relation to the community needs: "Look, this is not going to pass Gerard. Our options to do that are those. You should do this, I will do that."

I suppose the situation could be more fuzzy: Board was preparing decision; James saw some employees would be strongly against it; he told that to them to try to influence the rest of the Board. It's quite an issue to draw the line between transparency and disclosing confidential information in such situations. And, as I told above, I could easily do the same thing as James did.

What I see as a bottom line here is that the issue wasn't about strategic or political disagreement, but about dynamics of one group, which happened to be WMF Board. From that perspective, decision is definitely up to that group, as well as I understand now James' statement from the December 29th: "My fellow trustees need no reason beyond lack of trust in me to justify my removal. No reason beyond that is needed per our board by laws."

On Sat, Jan 2, 2016 at 12:08 PM, Dariusz Jemielniak darekj@alk.edu.pl wrote:

Hi there,

I wanted to send a note to all of you, that shares my perspective on the recent Board decision. These are my own thoughts, as a community-selected Board member who voted in the minority for the recent resolution. However, I also want to be clear that I support the outcome and the majority decision, and look forward to a new community Trustee. I hope that, even though you may continue to have questions, you will too.

From my own perspective, the issue of "trust" had nothing to do with James’ personal integrity. The Board however must ensure that members follow their duties and obligations in their roles as Trustees. My personal (not organizational) trust in James is 100%, in the sense that I would buy a car from him, and leave him the keys to my house without hesitation. James is an exceptional individual and an amazing Wikipedian. I feel privileged to know him.

Yet, when governance is involved, things work out a bit differently. I can explain to you how I understand the results of the vote. I myself considered voting in favor of the resolution. I also believe that others reasonably considered their vote. James himself recognized his errors and admitted that he made mistakes and stepped out of process for a Board member. Our collective decision was carefully thought through. I also understand well the reasons of many Board members who voted as they did.

I do want to comment on one point very important to me: This decision does not signal a shift on the Board’s attitude towards community representation, and does not alter our commitment to an active role for the community representatives on the Board. I also want to be clear that the Board decision was not based on a difference of opinion about direction or strategy.

At this stage, I think we basically need to move on. The Board is committed to community-nominated membership, and we are actively working with the most recent Election Committee on a plan to fill the open community-selected seat . We expect James to stay in the movement and continue to do the amazing things he is well known for. Until recently, I was also a member of the community, watching the Board’s decisions. I understand the desire to have more details. At the same time, I genuinely ask for you to assume good faith from the Board.

I do, however, agree that the Foundation and the Board can be better at communicating, and be more open. While we're not there yet, I am optimistic about the direction of the change, and I know that 2016 will bring more open community discussions around both strategy and our annual planning in consultation with the movement.

I join my colleagues in wishing my friend, James, the absolute best in his next ventures. I am excited that he plans to remain an active member of our movement, and I look forward to seeing him on-wiki and at community gatherings.

Best,

Dariusz a.k.a. pundit 02.01.2016 6:44 AM "Kevin Gorman" kgorman@gmail.com napisał(a):

...

Hi all -

Just to be clear, none of my previous posts were meant to suggest that the sky was falling - just that from the information that has been made public and am aware of, choosing to remove James from the board certainly wasn't legally necessary, and that there's a good chance it wasn't in the interests of the movement to remove him, and that it should probably be examined publicly whether or not it was a good or necessary idea. I'm not calling for anyone's heads even if a mistake was made; I know and respect many of the board as well, and don't doubt their devotion to Wikimedia - I just question if a mistake was made, and think that we should be transparent enough as a movement to figure out a mistake was made in a transparent fashion. If a mistake was made, then it would be a good idea to examine both procedures around the removal of board members, and also, potentially to ensure that the idea of transparency believed in by the Board is the same as the idea of transparency believed in by much of the rest of the movement. We've already learned one valuable lesson from this: Board should probably consult with comms before holding a meeting likely to generate controversy, even if that decision isn't 100% yet.

Best, KG

On Sat, Jan 2, 2016 at 2:03 AM, Anders Wennersten < mail@anderswennersten.se> wrote:

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Den 2016-01-02 kl. 10:44, skrev Yaroslav M. Blanter:

...

This is an interesting theoretical discussion, and I criticized WMF in the past on a number of occasions, but I feel necessary to emphasize

that

...

...

there is not a slightest indication at this time that they do not care about retaining the community. At most, we have indications that they

did

...

...

not handle some issues in sub-optimal way. The probability that

Wikipedia

...

...

and sister projects will collapse in say ten years because some novel technical means become available and we do not manage to respond

properly

...

...

is in my opinion a billion times higher than that we will collapse

because

...

...

BoT or WMF staff function sub-optimally in their daily communications

with

...

...

the community. Let us discuss real things and not what happens if

Martians

...

...

come to enslave us.

Cheers Yaroslav

I agree and I also think we should not over dramatize that someone is at odds with a group and leave the group (by resignation or by forced

leaving).

...

I have myself been part of numerous groups in my life, probably several hundreds, and have left in being at odds with the group/employer almost a dozen times. A very few times by being sacked or ousted and mostly with

me

...

resigning, but then feeling I have had very sound reasons for taking my position making me becoming at odds with the rest.

But in no case after the resignation has been a fact, have I continued to dwell publicly over it. A fact is a fact and it is better to go on with life for all parties (and it is enough my loyal wife has had to hear "my side of it") .

In this case I know first hand a majority of the Board and I know them to be true to the values and belief of the movement, and as individuals

being

...

caring, and the opposite to my most hated disliked personality, power hungry persons without empathy.

Anders

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