[Foundation-l] The fallacy of power

[Samuel Klein]

On Tue, Apr 29, 2008 at 2:01 AM, Mike Godwin <mgodwin at wikimedia.org> wrote:

>
> Samuel Klein writes:
>
> >  I
> > think the board's primary fiduciary responsibility is in ensuring
> > that the
> > oversight of the projects not fall into the hands of any special
> > interests,
> > something which giving outside experts seats on the board makes more
> > likely.
>
> The board has many fiduciary responsibilities, and the one you name
> here is not "primary" -- it's not the nature of fiduciary
> responsibilities that one is primary over the others.  As to what is
> "more likely," it is worth noting that the appointed seats have one-
> year terms, while the chapters and community-elected seats have two
> year terms (in general) -- whoever is elected to the seat currently
> held by Florence will serve only a one-year term, but the seat will
> have two-year terms thereafter.
>

Thank you for this prompt reply.

What is the scope of these responsibilities?  I have heard the term
"fiduciary responsibilities" used in Wikimedia circles as a way of shutting
down conversation -- thought not for some time -- and as a result I would
appreciate a proper definition.  Those for whom english is not their native
language are likely even more confused about the matter.

I do appreciate the one-year term of the appointed seats (though as I
mentioned in another thread, I would prefer if it were clarified that those
seats do not vote for other appointed seats, or for their mid-term
replacement).

> How is adding Board members with expertise more suitable than having a
> > deeply trusted Board acquire and rely on a more broadly talented
> > advisory
> > board?
>
> You could ask the opposite of this question -- why shouldn't someone
> who qualifies as a member of a broadly talented advisory board not be
> eligible to be appointed to the Foundation board.


I expect the Board members to be people who are deeply committed to
upholding the long-term goals and principles of the projects.  This involves
strategy and commitment to the projects' values.  Expertise, in contrast, is
usually tactical, and requires a short-term commitment of time.   I don't
see advisory talent and qualification as a Board member as having any
cross-correlation whatever.


> Either you trust
> your talented resources or you do not.  The restructuring assumes that
> trustworthy people can be found, either within the community (however
> you choose to understand "community") or outside it.
>

Trusting someone to give good topical advice and trusting them to make good
long-term decisions and remain true to their principles are rather
different.


> > My case for the converse is a worry about corruption.  Community
> > members who
> > have devoted a significant portion of their lives to the project and
> > demonstrated their gut-level appreciation of the value and necessity
> > of the
> > projects are far less corruptible than interested and talented
> > outsiders;
> > while the breadth of the projects' appeal has granted us the benefit
> > of
> > contributions from experts from all walks of life.
>
> I am not sure what kind of "corruption" you fear.  I'm not sure I
> grasp what kind of corruption is even possible.
>

 As long as we are using extra quotation marks... the Board is in a position
to attempt to "optimize fundraising" by taking on advertising, tying the
brand[s] to specific companies, or starting a censorship^B^B^Bcontent safety
campaign to make the sites more friendly to potential donor groups.   These
may seem far-fetched now, but a step in this direction would be taking on
experts for their background in some unrelated field, who seem to "get it"
but in fact don't care much for the values that [we all believe] have made
the projects successful.

Of particular concern to me is that there is no mechanism for passing
extraordinary measures or referenda, no matter how overwhelmingly desired by
the collected Wikimedians; and that there is no trusted eminence that could
veto board actions in extraordinary circumstances.  A simple majority of
board members could alter the bylaws however they saw fit, and then do
anything at all.

> This is a strawman.   The current board is a good one, and
> > recognizes that
> > the power to organize, inform, and guide the projects' social and
> > creative
> > content movements lies with the community.
>
> If this is true, then it is within the realm of possibility that the
> current, good board made a wise set of decisions and ought to be given
> the benefit of the doubt.


It is possible.

You have been around for longer than I have, but I have seen my share of
good governing bodies that fail to prepare for a future in which they are
replaced by not-so-good boards, and regret the results.  The way to avoid
this is to prepare checks and balances, not to give everyone the benefit of
the doubt until something goes wrong -- by when it is often too late.



> I tend to be an empiricist about such
> matters -- if there are changes, I try to keep an open mind and
> observe whether the changes are generating good or bad results.


I agree with this -- I am keeping an open mind, and hope the results
improve.  However, the lack of notification before the recent change in
Board structure took place is already an empirical bad result.


> > 1. When the board changes the bylaws on short notice, it sets a
> > precedent
> > for future boards to do the same.
>
> The board restructuring and the concerns it addresses have been
> concerns of the Board for a long time, and not secretly either. I
> don't think "short notice" is justified.
>

It seems reasonable to expect that a significant change to the bylaws will
receive explicit billing as such in the agenda of any relevant board
meeting.  This is not what happened.  By all accounts, the decision to vote
on a significant bylaws change, and the vote itself, took place on short
notice.

You suggested no limits on what is acceptable for the board to carry out
without explicit notice.  By this reasoning, a future board, after a general
discusion about structural change, could alter its composition by 30%, with
an arbitrary reshuffling of community, external, voted and appointed seats.
This could lead to, say, a board that was more than half appointed, still
with only 3 community seats, and the remainder selected by some
half-appointed mechanism.  Such a configuration could be permanently
self-perpetuating, with even less accountability to the community than
currently exists.

> As an aside -- the Foundation is coming to see itself as "a multi-
> > million
> > dollar non-profit" and not "a foundation to support and expand a
> > polylingual
> > collaborative the size and output of the Marshall Islands".
>
> These two notions do not stand in any logical opposition to each other.


True, and I hope they will not so opose.  But practically, when priorities
have to be drawn, I currently see (or just imagine?) a focus on the
trappings of the former and not the civil services of the latter.

SJ