[Foundation-l] thoughts on leakages

[Jussi-Ville Heiskanen]

On 1/10/08, Florence Devouard <Anthere9 at yahoo.com> wrote:

> Ray Saintonge wrote:
> > When the Board appointed Erik to his paid deputy director's position it
> > created a political disaster for itself.  Sure, you might say that it
> > was Sue's call, but the Board always has, or at least should have, the
> > power to veto any specific hire.  It becomes a responsibility when the
> > political optics are wrong.  The storm that arose when it was thought
> > that Danny might win a seat on the Board should have been a warning.
> > Neither Danny nor Erik have been strangers to controversy.  Even after
> > the hiring the Board could have mitigated the damage by adopting a
> > six-month waiting period before a Board member could join the staff,
> > with the six-months to start from the anticipated end of the elected
> > term so that it cannot be accelerated by an early resignation.  When
> > someone is elected for a specific term the electorate expect him to
> > finish that term.  When these kinds of hirings happen, they leave the
> > impression, rightly or wrongly, that there is no transparency, and
> > perception is everything.
>
> I want to have this crystal clear, as there is absolutely no lack of
> transparency on this very specific point.
>
> The board did not appoint Erik to his paid deputy director's position.
> Period.
>
> It was Sue's decision. I am not aware that the board has any veto on
> such matters. We have made it clear to Sue that she is in charge of
> hiring and firing staff members, so that she can freely organize the team.

I think this is correct. If that was what Sue was instructed to do, then
she acted entirely properly. What perhaps is at issue is the nature of
the instruction itself. To put it in the nicest of the terms possible, she
could have been instructed in very broad terms on which sources of
the existing talent pool it was more desireable she look for hires and
which would be deprecated. Quite likely the decision to not instruct
her in such a way was the proper one, one should not tie the hands
of an executive.

But whether the instrucion on how to form her own starff was good
or not, it should not cloud the matter that the responsibility to instruct
the ED is fairly and squarely on the board. The board need not have
a veto on ED decisions to have the job of _instructing_ the ED as to
what (and how) thye are supposed to do, before they get about doing it.
Not micromanaging, but there is a lot of leeway on how broad the
outlines of ways and means expressed as preferrable and or out of
bounds, is expressed by the board.

> We have discussed the policy for the 6-months hiring delay in october,
> but it was not approved because there was no strong consensus. We
> actually mostly disagreed on the terms (6 months, 12 months) and
> applicability (board -> staff or staff -> board or both).
> We discussed against the issue of approving the policy after Erik was
> hired, and the consensus was to not adopt this policy at the moment. Not
> because we do not think it would be generally a good idea to adopt this
> policy, but largely because it would be perceived as a reaction of
> protection and upset related to Erik being hired, and most members did
> not want to damage his authority and his ability to join the staff.

I am sorry, but the minutes of the meeting do not square with what you
say there. According to the minutes - while there may not have been
consensus - there was a clear majority vote in favour of setting a
symmetrical 6 month exlusion period for transitions both board -> staff
and staff -> board.

And (also by the text of the minutes that is published - seems there are some
edits there that are discussing later developements rather than what transpired
at the meeting itself; which is probably illustrative in a positive
fashion, even
though it confuses the text of the minutes as a document of a specific event)
specifically Erik was tasked with drafting the resolution; which after inquiring
with Mike, (someone, not clear who) decided that it was a bylaws matter, not
a resolution matter.

If there has been a subsequent decision to not implement the voted on
decision even as a bylaws change, that is regrettably in the utmost. A real
step backwards in clarifying things between the roles of staff and board.

>
> > While I have your attention . . . :-)
> > (I know.  I have this fault of thinking too long before I say things.)
> >
> > I have supported the idea of a Wikicouncil from the very beginning, and
> > I'm sure that somewhere in the bowels of the mailing lists there remains
> > a record of my suggestion for bicameral governance back when the first
> > by-laws were being discussed.  The question of how to determine
> > membership on such a council will remain vexed for a long time, and I
> > think it will only be settled after a long period of trial and error.
> > In the early stages I would make the membership fairly open ended, with
> > just enough restriction on membership to keep it from becoming
> > unmanageable.  Both appointive and democratic methods for choosing
> > members have their own problems. I would suggest that the first members
> > be appointed from among the most senior and most experienced
> > wikimedians; they could draft provisional policies.  A first in-person
> > meeting could take place in Alexandria.  Would financial encouragement
> > to get them there be any less worthwile than getting the advisory board
> > to Taipei?
>
> Seems like a good idea actually...
>
> > One of the first responsibilities that I would attach to the Wikicouncil
> > would be joint responsibility for the by-laws.  Changes to the by-laws
> > would need to be passed by both the Board and the Council.  This would
> > allow the Board to examine changes from a business perspective, and the
> > Council to view them from a community perspective.
>
> I do not think that an external council can get the authority to change
> the bylaws, however, it certainly would be a great idea that the council
> propose changes, which the board will approve (or not).
>
> Part of the current broken situation is that the board is small and has
> limited availabilities to propose and draft new policies, new bylaws,
> new guidelines. I am very happy when some trusted members help us draft
> a good resolution. It would be great if the wikicouncil could help on this.

I think you got EC:s suggestion backwards. His idea was that the board
would propose and decide, but the council would approve. It isn't implicit
what would happen if the council would vote down a decided change in
the bylaws. As I see it, the disapproval would not mean the change could
not be implemented by the board, but it might usefully force the board
to reconsider, and re-vote on it. This is a very usual parliamentary custom.



--
Jussi-Ville Heiskanen, ~ [[User:Cimon Avaro]]