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

[Dan Rosenthal]

I 100% agree about a code of conduct. A non-disparagement agreement  
will not stop someone from getting pissed off and throwing their  
burrito, but a code of conduct will; and it (code) will do so without  
hindering whistleblowing activities, or disrupting others' rights to  
free speech.


On Apr 11, 2008, at 9:42 PM, Florence Devouard wrote:

> Brion Vibber wrote:
>> -----BEGIN PGP SIGNED MESSAGE-----
>> Hash: SHA1
>>
>> 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 :-)
>
>
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