[Foundation-l] Foundation Discretion on Personnel Matters

Florence Devouard Anthere9 at yahoo.com
Sat Dec 15 08:30:16 UTC 2007

Nathan Awrich wrote:
> Thank you, I appreciate the response. I wonder if perhaps the
> formation of governance policies (which in my mind should perhaps be
> included in the bylaws rather than as corporate policy) to cover
> contingencies like this might be an area where the community could
> provide assistance. I realize that the Board is composed of volunteers
> and the Foundation staff are still new - I suppose I still expected
> that there would be a deeper level of experience with standard
> management practices like background checks.
> I hope that the next six months - with new staff, a new location and
> somewhat of a fresh start - allow the organization to reach a new
> level of professionalism that will hopefully forestall future similar
> problems. In the mean time, I'm sure that there are non-profit
> management experts who contribute to Wikimedia projects - perhaps the
> Foundation could use the deep experience of the community to assist
> the Foundation at a higher level.
> In tangentially related governance issues - I notice that the bylaws
> specify Florida in at least two places and demonstrate compliance with
> specific Florida law. Will there be a new set of bylaws issued for
> reincorporation in California (if that in fact is going to happen)?
> Will the community have the opportunity to review/comment on these
> bylaws? Also, I noticed that the bylaws provide that a majority of the
> members of the Board must be appointed or elected from the community -
> but that 'community' is defined by the Board prior to an election. Why
> is community not broadly defined in the bylaws themselves?  There is
> also no requirement that any members of the Board actually be elected
> - the bylaws leave open the possibility that all trustees are
> appointed.There is finally no provision for the community to propose a
> recall or removal of any single or group of trustees. Can anyone point
> me to the location of the community review of these bylaws, if it
> happened?
> Thanks,
> Nathan
> P.S. As a technical question, when the Board meets on IRC - how are
> identities verified?

As for the last question... board members have irc cloaks, which allow a 
certain degree of confidence. During a board meeting, we discuss on irc, 
but the vote proper occurs on the board wiki, where people are 
identified (user, login). Both systems could be pirated at the same 
time, but odds are unlikely...

I'll add that we are a group of 6 people, who have known each other for 
years. A trick might occur on an irc channel, but I somehow doubt we 
would be tricked for long.

Whilst the board is mostly composed of volunteers with limited knowledge 
expertise on how to run a non-profit, we have made every effort we could 
over the past year, to get advice, on a consulting basis, or from staff, 
at a professional level. For example, Mike has several years of 
experience as a lawyer, in our field of activity. Sue has several years 
of experience as a manager in the information field. Mona has several 
years of experience in the financial/accounting field. We rely heavily 
on these people to help us.

I think that in a situation where the board at large must be familiar 
with the community, we'll never find a better option than 
community-board supported by expert-staff.

As you know, we are looking for a highly experienced treasurer. We got 
no proposition coming from the community. As from the expertise field, 
we also got no proposition which would seriously fit the profile we 
asked for. To put it bluntly, no seasonned professional is willing to 
pour hundred of hours *for free* to be on the board of Wikimedia 
Foundation. Either the time availability is very low, or we need to pay 
these people. This might be a lesson for the future. It seems that the 
only way forward for us is to hire expert staff, and get less 
professionals on the board to provide the free overview and community eye.

You asked why "community" was not defined in the bylaws. We worked on 
that. It was a significant part of the agenda of the chapter meeting in 
october 2006. Whilst the meeting had many good conclusions, we were more 
or less unable to agree on a definition of the word "community". At 
best, it is "people who have edited the projects and are familiar with 
at least part of them and generally considered wikimedians by the other 
wikimedians". On our current board, we may consider 5 are "community" 
and 1 is not (Jan-Bart).

There is no provision for minimum elected members indeed. Because as you 
may have noticed, members come in and out. Setting up numbers might in 
the future impair the functionning, by limiting its flexibility. I also 
think most board members believe it VERY important that the board 
members mostly come from the community, but not always so wise to 
entirely rely on "fame" to be the motor of selection of the board. To 
operate smoothly, a board needs also to be constituted of members who 
generally can get along together, even if they do not always share the 
same opinions. In short, board membership is a touchy topic, and one 
where it seems wise to keep maximum flexibility. For example, in the 
light of the pretty high turnover of the staff, the current board value 
a lot the stability of the board itself, as it provides a sort of 
"beacon" and "memory" of the organization.

A member can be removed for inactivity. There is also nothing to prevent 
removal for other reasons. Just need a vote...



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