[Foundation-l] Report on board meeting in Florida
Florence Devouard
Anthere9 at yahoo.com
Sun Apr 1 11:07:56 UTC 2007
daniwo59 at aol.com wrote:
>
>
> Florence,
> Thank you for response. I will go through it section by section, explaining
> why I disagree. So as not to bore people, I will focus only on some points,
> though that does not mean I agree with your other points.
> You wrote concerning the most pressing issues, that " The general answer is
> "unfixed". Practically, we will depend on the good will of volunteer board
> members, and on the good will of staff who prefer helping than quitting. Eh !"
> I have no idea what you meant by, "Eh!" unless it was a personal jibe at me.
Sorry, I am not sure what jibe means... But Eh was not meant to be
detrimental in any cases. It is a french interjection, perhaps
meaning...errr... well, imagine some one having a light smile and
shrugging and saying "sad, but that is life"
> That’s fine. As for the tasks, you made it clear to the staff that you are
> the board member who handles legal,
I was the one to whom Brad was reporting yes. Brad being gone, he does
not report to me any more of course.
job descriptions are board responsibility,
> and personnel needs are board responsibility. You made it clear that you did
> not trust staff to do these things (more on that later).
No, my report made it clear that the board considers these two things
are under ED responsability. Read again my original email, there is no
confusion possible.
So all I can assume
> was that this was a personal attack. As for your statement, "Those tasks are
> not necessarily DONE by the ED, but under the responsability [sic]of the
> ED," as there is no ED, I can only assume that there is no one responsible. Of
> course, you also told us you would be acting as ED unless the board said
> otherwise, so, I assume that unless the board says otherwise, that are your
> responsibility.
Unfortunately, the board said otherwise.
Let me summarize the situation for the readership because I am sure that
at this point they are entirely confused ;-)
Mid january, the board asked Brad to stop being ED end of january. At
that time, there was no ED, but there was already an ED search planned,
so we had high expectations to have an ED within 3-4 months, say may or
june.
The board discusses the issue and wonders how to organise itself in the
*interim* period, which all of us hoped would be as short as possible,
we decide to patch, and have a situation where each of the staff member
will report to a given board member. What is distributed is NOT (most
emphatically speaking) areas of activities, but reporting. There is a
public email explaining this reorganisation. In this organisation, which
was meant to be temporary, Brion (and all the tech staff) report to
Jan-Bart, Delphine to Oscar, Danny to Erik, Carolyn, Sandy and Brad to me.
Apparently, Delphine, the tech team, Sandy etc... are willing to accept
that, given this is temp. I am not saying they are happy of this, but
they are willing to give it their best, just as board members were
willing to give it their best, in spite of this being a hardly
satisfactory situation.
From the very beginning, you were unhappy to report to Erik. Right ?
People can not always fit together. That happens. That is unfortunate.
Anyway, discussions start with the ED search company. They have people
on the phone, they visit the office etc... and basically tell us that to
be able to reach the best candidates, we should work on better
separating the board role and the ED role. Note that this role was much
better separated in the past, when Brad was the ED, but that the recent
events obviously blurred the situation.
Since we are not mindless and stuck in our opinions, we start exploring
this, in particular planning a session to work on the major issues to
deal with, and separate each of these issues, making it clear which are
ED and which are board, thinking of finding an interim ED, even for 3-4
months. Our worry at that point is that finding someone totally
unaware of our organisation for only 3-4 months might be a little bit
hazardous. You, Danny, considers that the staff can very well handle
itself alone, without any ED. Actually, your opinion is that Carolyn can
be the ED. At that point, Carolyn opinion is the same. The board opinion
is not the same.
Maybe a little apparte here: from my perspective, the board role is this
one. Defining where we should go (which includes thinking of big
directions, rejecting certain directions, keeping others) - hiring an ED
who will be in charge of stiring the organisation in the directions
recommanded by the board - overseeing the activities of the organisation
to make sure that the ED is actually following the strategy. How can
overseeing be done ? Essentially in being aware of the various projects
developped, approving the budget set up by the ED, checking if budget is
respected etc...
So, being a board is not saying to someone "please be the ED for now, we
trust you to do the best", it is "please be the ED for now, here are the
directions you should follow, please provide a budget that we will
approve, provide us with summary of what you are doing and where you are
heading the project". If the job is not well done, thank you and good bye.
But bottom line, this is the board who is choosing the ED. It is not
Danny. Carolyn is fabulous as a COO, and I really hope she choose to
stick with us, even if we are a mad house. The job of a COO is a
different job than the job of the ED. Both are important and essential.
But they are different jobs. Period. We talked with Carolyn about all
this, and from what we understood, she understand that. She understands
the need for an ED.
Last point. A month ago, the board suggested that I could be the ED on
an interim basis. After all, I was already doing part of the job. This
was the status of the situation when we did the board meeting. However,
we also mentionned that this was not done, as it was not sure it was a
GOOD idea for legal/financial reasons.
Here is my memory of the situation. The staff and I talked together on
monday, trying to see where we were going.
During that meeting, I informed you that you would still report to Erik
in the meanwhile. Reporting in that sense is not only "giving
information to a board member" but also "working hand in hand with a
board member, getting directions from the board through a board member".
Since you were dealing with sensible things, such as for example brand
management, and there is still very little strategy on this
(unfortunately), it made really good sense that your activity be
overviewed in a real sense, rather than letting you do whatever you
thought was a good idea. Ultimately, and from a more global perspective,
would it be proper that one employee decides what we do of our brands
and who we sell them to ? or is it something the board should oversee ?
My answer, as chair, is that the board should oversee. Does that mean we
do not trust you ? Certainly not, or you would not have been employed to
take care of that critical area. We trust you, and we delegate you the
role of taking care of those things.
But delegation is not telling someone "you are on your own, do whatever
you think is best". Delegation is at the same time, putting someone in
charge of something, being informed of what he is doing, having the
possibility to tell him what not to do. Delegation has a feedback part.
The feedback in that sense was going through Erik. This is something you
objected, and at some point, I am not sure why the reason. It may be
that you do not like working with Erik, and it may be that you are
refusing authority altogether. I tend to think that the public reason is
Erik, but the REAL reason is authority. I have been often in conflict
with Erik in the past, and do not always agree with him, but without
intending to make a love declaration to him, I really think he is doing
a great job on the board and I appreciate he is on the board.
Also, the fact you were in charge of business deals in the organisation
did not mean you were the one overseeing all the business operations in
the organisation. Unfortunately, other deals were handled by other
parties, in particular Delphine for all the deals made through the local
chapters. It seems that at some point, Delphine and you run into
conflict over who had authority over who. The answer was none of you had
authority over the other. You worked with some deals. She worked with
other deals. You were reporting to Erik. She was reporting to Oscar.
Period. You were both working for the same organisation and toward the
same goals. I am not sure this was clear to you. Unfortunately. The only
two things that could have solved the misunderstanding at that level was
to accept to share information (eg, on the office wiki) and to be under
the authority of one unique person. All what we were asking was a little
bit of patience.
Next step was tuesday morning, one hour way from taking my flight. We
were in Carolyn office. You entered the room and gave Carolyn your
resignation letter. I told you, "please enter the room, close the door
and let us talk together about that". You looked at me in a bland
fashion, said nothing, went out of the room, closed the door and left
the office. Carolyn run after you to ask you what was going on and the
only message she brought back is that we were all crazy. Bottom line:
you refused to talk to me when I proposed that we talk. It is not normal
that you claim I never asked you an explanation, I did and you chose to
not answer.
I could go down through all the details you mention below.
Let me just pick up a few of them.
You were not informed that I was working with Landor and are shocked
that I did not inform you as you were "in charge of business development".
You were not "in charge" of business development. You were in charge of
grants, but had decided you wanted to deal with business development.
Landor is not a brand marketing company, it deals with strategy. I
discussed with them about strategy, which is board area, not Danny's
area. Your mistake here is to consider you must be aware of everything,
anytime. Not true.
As things are, I had planned to be at the brand meeting organised by the
board (ie, me) where you presented your solution. I had planned to talk
about Landor and you would have been here.
Instead, I was stuck for over 24 hours in a closed airport. I cried
blood over there. I had clothes for a Florida weather and I ended up
about 6 hours at freezing temperature with whirling winds and snow up to
the knees. Did you spend even 2 mn conforting me on the phone whilst I
thought I would sleep outside as a homeless under a box? Freezing alone
in New York pissed me off enough that I do not need on top to be accused
of having failed to be at the meeting and talk to you about Landor.
In any cases, the strategy is the board business, there is no obligation
for us to share all the details of the discussions we have with various
parties all the time with office people. Just as you do not need to tell
us of everyday office details. We might do it, but each of us has a job
and should stick as much as possible to our job for our own sanity.
Regarding organising meetings without ever asking for an authorization,
you say "Are you opposed to the meeting? Or are you simply opposed to
the fact that something was done without your involvement. Did you ever
ask me about it? Would you have approved it? "
I am not opposed to that meeting, I would have approved it. I did not
have the opportunity to ask for you about it, it was all set even before
I heard about it. Actually, since you are reporting to Erik, it was all
set before Erik heard about it.
Yes, I think that is something which should have been the object of
authorization. Since there is no budget, we need to have an oversee
about the expenses. If every employee decide to set up all by himself a
meeting with various people and the only way of being aware of it is
when suddenly we are informed there is no more cash for maintaining the
servers, or we discover it at the end of the year, when we see a bloated
travel budget and community asking us what on earth was all this travel
money spend on, then, there is a problem.
In every decent company, there is something called a "budget". To
establish a budget, there is a need to see financial statements. When we
set up a budget, it is possible to say "Danny, if you need to organise
meeting, travel to meet people, you have a budget of xxx dollars to do
so - if you plan to be above this amount, make an official request to
the person you report to". Again, what is not normal here is that you
do not consider that you should ask anyone before doing such thing. If
only for a rubber stamp. Where would the organisation go if all of us
were doing the same ?
I would like to reflect on a very specific point you raise
> As for the time spent discussing the recommandations, I would say that
> given that the recommandations were presented 2 hours before the end of
> the board meeting and that the issue was not on the agenda... of
course,
> it was not further discussed. Not everyone is a workalcoholic :-)
> No, but senior executives of huge international corporations
generally are.
> Especially when they are understaffed.
I find this comment particularly outraging and shocking.
Actually, this is the type of comment that I thing I will not forgive
you any time soon as it implies that I am not working enough.
I have been on Wikipedia since february 2002. I have been on the board
since june 2004, giving endless hours in spite of having a parallel job.
I lost my job in december 2005 and since then am left without income but
for a generous governmental allocation of 350 euros per month.
In the past 3 months, I have held four jobs, chair of the board, part
time interim ED. I am a mother of three kids, one being at home all the
time with me. And last, I travel to give presentations and participate
to conferences in order to collect a bit of money to be able to pay my
bills.
I know of very few women who hold 4 jobs at the same time. I sleep on
average 4 hours per night. I travel on average 2 weeks per month. And I
am not even able to pay someone to help me with housecleaning. I have
been doing that for several years now. Actually, my feeling right now is
that I am just good enough to do the work for free. This is immensely
empowering. Yes, this is in a context of volunteering. 99% of
wikipedians are volunteers, you were actually one of the very very very
few being PAID to take care of your favorite activity.
So, your comment is just "out of place". VERY out of place.
Last point (there is always going to be a last). Contrariwise to what
was suggested at the board meeting and staff meeting, and as I already
informed the staff (not you, since you are no more a staff member), I
will not be interim ED. So, there is no interim ED for now.
I will add that I will not from now on accept to be doing ED work at the
level I have been in the past few months. There is only so much that a
person will do.
I am voluntarily sharing this online as I think this is the best way to
cut on rumors. We are not perfect, none of us are. Yes, we are not the
professionals as some would expect us to be. But we have the heart and
the blood to do the job. Wikipedia is not done by professionals, how
could you expect the organisation being it to be anything else than a
bit special ?
ant
>>> Note that they are all ED. Am I too assume that, except for the
> coordination
>>> of legal activities, these will all be left unfixed until there is an
> ED, or
>>> will they be dealt with by some undefined else. It seems the former is
> the
>>> answer, with the exception of a legal coordinator. In other words, are
> you
>>> leaving the most pressing issues unfixed? If it is the latter "undefined
> else,"
>>> how will the "else" be selected?
>
> You wrote: Note that all. Which makes a difference.
> I have no idea what you mean.
>
>> Next came, " Do it soon (but not necessarily very important)" …
>
> You wrote: "I have spent the whole week trying to work on wikimania
> finances, sponsorship and fundraising. As a volunteer. And largely because the staff
> member who was in charge of these topics choose to quit without a warning nor
> an explanation."
> Good answer. Of course, I fail to see why you would complain about
> volunteering for a volunteer organization, especially one you chair. As for an
> explanation, I will remind you that you never asked for one. In fact, you have not
> spoken to me since I resigned.
>
> I asked
>> Finally, you had " Important (but not necessarily to do immediately)"
>> * Brand Strategy (board)
>> * Business Development Strategy (board)
>> * Technical Management (ED)
>> What professional expertise does the Board bring to the first two? When
>> talking about a brand worth billions of dollars--and that means billions
> of
>> dollars for free culture and knowledge--I would assume that the Board
> would
>> consider some professional advice and assistance.
>
> You answered" "Yes, a company proposed its assistance. It is called Landor.
> (www.landor.com). Plenty of impressing customers. The fact you did not hear
> about something does not mean it does not exist."
> I am sure it exists. However, I beg to remind you that I was the person in
> charge of business development. It is unfortunate that you have decided to
> keep business development information from the person in charge of business
> development. I can only assume that you really think business development is a
> board responsibility. More on this later.
>
>> As for some of the other topics discussed, you wrote "What can be
> mentioned
>> probably is this:"
>> * work on a travel policy (nothing very fancy to report)
>> I ask: what is the current travel policy which is being amended?
>
> A policy was set up in 2004. It allowed 1000 dollars per trimester per
> board member, 3000 dollars for the chair. This is the last "validated one".
> In other words, most board members have exceeded their "validated" trimester
> allocation. I agree it should be expanded, but as it was not--it has been
> exceeded. Am I to assume that board resolutions regarding spending can be
> ignored at the discretion of the Board?
>
>> * work on a policy for reimbursement (nothing very fancy to report)
>> I ask: what is the current reimbursement policy, which is being amended.
> If
>> there is no reimbursement policy, how are reimbursements made? What is
>> eligible for reimbursement and what is not?
>
> You wrote: No written policy being amended. We agreed on reimbursement of
> travel
> costs (2nd class), food and hotel, as indicated on the reimbursement
> sheet done by Mav many months ago. Additionally, last summer, there was
> an agreement to reimburse me nanny costs when I was travelling on the
> board behalf.
> Receipts must be provided.
> So all that is reimbursed is travel costs and a per diem? That is a simple
> yes or no question. A reimbursement policy should cover what else is
> reimbursed. For instance, your nanny. Then there are other, more controversial
> expenses. I will be happy to elaborate if you like.
>
>> * study of some collaboration propositions (details confidential)
>> I hope you don’t mean the collaboration proposals with three major
>> organizations in DC that I brought to the table. If you do, why was I not
> asked about
>> them?
>
> No, I am talking about other propositions which are confidential and
> which you were not involved in.
> Again, why is the board keeping collaboration proposals from business
> development or the office in general. Do you think that only the board is qualified
> to deal with these matters? Do you not trust the office to do its job?
>
> You wrote: No one, which is why we created an advisory board, and ask help
> from
> companies, especially those who accept to work on a pro bono basis.
> But you are welcome to tell future voters that they should elect a
> community member being a specialist of brand licensing.
> Note that you are not a specialist of brands either.
> I will happily admit that I am not a branding specialist and that a branding
> specialist should be brought on board, either as staff, or as a board
> member. Once again, what expertise does the board bring to this in the meanwhile.
>
>
>
>> You also wrote:
>> "During that week, the office was really populated, as it also hosted two
>> other meetings, one dedicated to Quality (might be worthwhile to ask
>> Greg to make a report on this one...), "
>> While Greg is extremely qualified to report on that, you might also ask
> the
>> person who organized it. Oh, and how much time did the Board take
> discussing
>> its recommendations.
>
> You wrote: Oh good point. Since you were the organiser of that meeting, can
> you
> provide me the budget where we approved the expenses related to that
> meeting ?
> Are you opposed to the meeting? Or are you simply opposed to the fact that
> something was done without your involvement. Did you ever ask me about it?
> Would you have approved it?
>
> As for the time spent discussing the recommandations, I would say that
> given that the recommandations were presented 2 hours before the end of
> the board meeting and that the issue was not on the agenda... of course,
> it was not further discussed. Not everyone is a workalcoholic :-)
> No, but senior executives of huge international corporations generally are.
> Especially when they are understaffed.
>
>> You wrote: "Delphine was also in Florida for several days."
>> It is always very nice to see Delphine. What was her role in these
> meetings?
>
> You wrote: I was not the organiser of the tech meeting. I am still wondering
> who
> organised it really.
> I was not the organiser of the quality meeting. You were.
> I was the organiser of the board meeting, and I did not invite her.
>
> You also wrote: However, contrariwise to you, Delphine has an approved
> travel budget,
> and by default, I consider staff is not "dumb" and if she thought she
> needed travel, then she did need travel.
> The board is not the police.
> She knows pretty well that if she does not do her job and abuse things,
> she can be fired. It is not your place to judge her work and the way she
> organises herself. That goes for every employee.
> Okay, so there is no oversight when it comes to Delphine (though this is not
> the case with the office—you were very clear about that.) She currently has
> a higher travel budget than the entire board combined, and no one can
> question it. By the way, is it true that you have copied IRC board meeting
> discussions to Delphine in real time? A simple yes or no will do.
>
>> Or does that go under the discussed Travel Policy (to quote you, "nothing
>> very fancy to report.")
>
> The travel policy is the one related to the board. Not the travel policy
> of the employees.
> The travel policy of the employees is set up by the ED, not the board.
> There is no ED, so who sets up the travel policy?
>
>> It would also be nice to hear some more elaboration from you about the
>> "difference of opinion" between the Board and the Search Firm regarding
> the role
>> of an ED. How does the Board see the role? How does the Search Firm see
> the
>> role? What efforts are being made to bridge this difference?
>
> I would prefer that you be blunt and say your word rather than turning
> around the pot Danny.
> It's a simple question. I am not turning it around. I am simply asking you
> to explain your statement.
>
>> All in all, it sounds like a fascinating meeting. I look forward to
> reading
>> the minutes.
>
> Ah, confidential :-) Too bad. But they were written Danny, be reassured.
> I am reassured. I only wonder why no board minutes whatsoever have been
> posted to wikimediafoundation.org since 2006. I had hoped that the new board
> would usher in a time of greater transparency. Apparently I was wrong.
>
> Danny
>
>
>
>
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