[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 

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 
 > 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 

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 ?


>>> 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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