[Foundation-l] Future board meeting (5-7 april 08)

[Florence Devouard]

Brion Vibber wrote:
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> Thomas Dalton wrote:
>> On 11/04/2008, Gerard Meijssen <gerard.meijssen at gmail.com> wrote:
>>> Hoi,
>>>  Why ? Ask yourself, what good does disparagement do.
>> Depending on your definition, simply informing the public of
>> wrongdoing could be considered disparagement, and that certainly can
>> do some good.
> 
> We already went through this discussion internally. The document as
> written is quite explicit that constructive discourse is something to be
> encouraged and is not being restricted in any way -- I certainly
> wouldn't have signed it otherwise.
> 
> This isn't about saying "in my opinion, Wikimedia would be better off
> doing X instead of Y" or "Z was a bad call and should have been done
> differently", it's about saying "Wikimedia are a bunch of incompetent
> jerks!" -- and vice versa (Wikimedia can't say "Brion was a moron" after
> I hypothetically leave, but we're free to disagree about actual things).
> 
> 
> As for why this sort of agreement is required; as employees we are
> agents of the Wikimedia Foundation, working on its behalf. As company
> representatives, we're expected to behave ourselves like adults -- our
> behavior reflects on the company, and the company's behavior reflects on
> our own professional reputations.
> 
> In an ideal world, we wouldn't have to write this sort of thing down and
> sign it, as it would simply be understood. We also shouldn't have to
> spell out that yelling and throwing objects at one another is
> unacceptable behavior.
> 
> But sometimes people do behave inappropriately, and that reflects poorly
> on everybody. Making the rules explicit reminds everyone what is
> expected; making the agreement two-sided encourages everybody to
> remember they're professional adults and act like it, as it's in all our
> best interests.

I would like to point out Brion, that the agreement I was talking about 
and which was reviewed by the board last week end is NOT meant for the 
staff, but meant for the board. I have no idea if the document showed to 
us is the exact copy than the one you actually signed.

It may be, or not. I simply do not know.

What is worth mentionning is that contrariwise to the staff, we first 
discovered that document last week end, so contrariwise to staff, it was 
not discussed internally (last week end was our first discussion on it).

The document we were presented was received differently depending on 
board members. As far as I am concerned, the document I saw for the 
first time last week-end was completely unacceptable. It was actually 
not a non-disparagement agreement, but a confidentiality agreement. It 
included a non-disparagement paragraph, but also made it mandatory for 
all board members at the end of their employment (yeah, that was the 
text :-)), to give a copy of all documents, emails, etc... shared during 
activity, and to destroy our own personal copy.

I tried to figure out sifting through 4 years of emails (I receive about 
30 personal emails everyday, plus a dozen mailing lists) to identify the 
ones being personal and the ones being related to my "employment as 
board member" (copy to WMF then destruction of my copy). Frankly, it is 
impossible.

I do not know what your paragraph about non-disparagement says, but in 
ours, I did not read that constructive discussion was encouraged.

I am disturbed that your argument for signing such a document is that it 
would prevent people from behaving inappropriately (eg, throwing 
objects, yelling). I absolutely agree that this behavior is not 
appropriate, but this behavior is better discouraged by a code of 
conduct than by a non-disparagement agreement.

As staff member, if you become aware of unlawful activities, you may 
tell the ED, or the Chair of the WMF, or the Chair of the audit 
committee. In case these three do nothing at all, I guess that you might 
be unhappy, but you will have done your duty. If things turn really 
sour, you will be able to say "look, I reported what I knew".

As board member, and even more, as chair, I hold a far bigger 
responsibility if someone acts with lack of care or is not loyal.
Lawsuits against board members who have failed to fullfill their 
fiduciary responsibility DO happen. Certainly, most cases do not need to 
be advertised publicly, nor is it good idea to humiliate others. I fully 
agree we should avoid doing that.
Still, when someone has signed a document where it is stated that should 
he disparage (whatever that means) a board member, a staff member or the 
Foundation generally, he will be led in court, I expect that a board 
member will think double before raising a touchy issue; and might prefer 
closing his eyes to possibly getting in trouble.

It is not only a question of freedom of speech, but also of serving the 
best interests. It may be that the best interest is to "shut up" and 
always appear as a united team. Generally, I think that's the best.
But there are also times when it is best to speak up, and no board 
member should fear being sued if he speaks up.

Last, you mention adulthood. Would not it be more "adult" precisely to 
pledge to respect others and their activity, to pledge to always try to 
have our mission in mind, to follow common values shared by the group; 
to respect a code of conduct and promise to inform in conflict of 
interests you might be submitted to;
as opposed to be maintained under a legal threat ?

My suggestion was to work on such a pledge :-)