[Foundation-l] governance

Christophe Henner christophe.henner at gmail.com
Fri Apr 13 01:35:43 UTC 2007

Hi all,

In order to improve communication between the foundation and the local
projects (here the french wikipedia) Arria (french user) and I have
translated Anthere's essay into french and asked french contributors
to comment it. jd have sumed up and translated the comments. Here they

French contributors réactions about [[m:Governance]]:

'''jd sums up Anthere's message and this translations sums up the sum up:'''

:"Anthere said the current model driving Foundation activities is not
clean and she wants to try something new, something unclouded. She
promotes an alternative way to the current micromanagment. She wants a
CEO and a board that are not mixing up as it has been the case. She
assesses the good way to go is the CEO to execute and the board to
manage. Board members make policies to express say what to do, but
they only say how not to do it. The CEO is responsible for carrying
out things described by policies (To control means in a limiting and
proscriptive way, the board expresses to the CEO boundaries around
acceptable managerial decisions. The board does not tell the CEO how
to do the job, but how not to do it.)"

'''jd then says to the other French editors:'''

:"Some of you may say "hey man it's pretty obvious" but you may be
avoiding the Wikimedia specific history. When Wikipedia first raised,
there were no foundations and no managment. Clusters in the kitchen
and all that stuff. Then Jimbo came up with the foundation, Ant and
Angela were community-approved speakers. I think working with the
community from the beginning has been a great thing and it worked well
until Wikimedia went too big too fast. Nowadays, WM needs in term of
servers, legal prospect, partnerships... are too complex to be handle
by a 100% voluntary system. So we're facing a scaling issue. Some
habits are hard to break, too (micromanagment). WM specificities are
hard to deal with. I find Anthere's proposal quite good, not to say
really great. It could clarify who is who and who must do what, it
would give committees work a stronger value, and it would prevent some
legal issues I guess."

'''Arnaudus answers jd:'''

:"I have always thought that despite being a mess, the foundation
managed to successfully lead our projects. But, I have also always
upbraided the lack of communication, with the community. Not to
mention lang issues... Just an example, I remember when we've
discovered the sponsored grants, it was harsh. I am under the
impression a tremendous work has been achieved when it comes to
external communication (with media, potential patrons, legal
stakeholders...) but, internally, it's a total mess. I guess we need
one or two communication leaders per lang, responsible for
translations of foundation stuff and also for answering questions, act
as a troubleshooter... You know, someone we can slap on when things go
the wrong way."

'''Benji says:'''

:"All in all I agree with Anthere's analysis and conclusions. I am not
really up on foundation activities, but I see that, assuming Wikimedia
growth and the lack of a CEO, we need to change the awry model. I find
Anthere's proposal great in that it arrives to support the two main
aspect of this scale move: a professionnal management team and the
need to ensure and protect our goals, our values, our specificity. The
way the CEO is considered pleases me: autonomy and duty at the same
time. I object to one thing, though: I find rather dangerous the CEO
to be able to do whatever the board would not have explicitly said is
bad practice. I'd rather like the board to set executive guidelines,
the CEO to say "I plan to do this, that way" and the board to say yes
or no. Guidelines."

'''Anthere answers Benji:'''

:"I agree it would be risky to let the CEO do anything not formally
forbidden. But we, the board members, are the one who must be clear
enough on what is forbidden. If the CEO were to get board allowance
for everything, it would dramatically slow down processes. It would
even stop activities I guess. For example, quorum are a known issue,
and we don't want the CEO to be hindered by quorum issues. If I must
choose between risk and stasis, I prefer risk..."

On 13/04/07, Ray Saintonge <saintonge at telus.net> wrote:
> Jeff V. Merkey wrote:
> >Thomas Dalton wrote:
> >
> >
> >>>Here in Utah, under our laws, holding board meetings in
> >>>public and failing to observe
> >>>certain requirements of due diligence with corporate matters are
> >>>criminal and cross the line.
> >>>
> >>>
> >>That sounds like a very strange law. Corporate transparency is illegal
> >>in Utah? Certainly board members need to be careful what they do with
> >>confidential information, but that isn't relevant to a discussion of
> >>governance.
> >>
> >>
> >Insider trading is one example. There are lots of others. Its just
> >depends on the circumstances.
> >
> The easy way to aoid problems with insider trading is not to issue
> shares with a market value.
> Ec
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> http://lists.wikimedia.org/mailman/listinfo/foundation-l


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