[Foundation-l] Board statement of responsibility

[Florence Devouard]

Birgitte SB wrote:
> 
> 
> --- On Tue, 5/20/08, Nathan <nawrich at gmail.com> wrote:
> 
>> From: Nathan <nawrich at gmail.com>
>> Subject: Re: [Foundation-l] Board statement of responsibility
>> To: "Wikimedia Foundation Mailing List" <foundation-l at lists.wikimedia.org>
>> Date: Tuesday, May 20, 2008, 5:59 PM
>> Sometimes it seems like only if you are harshly critical or
>> make direct
>> attacks on individuals do you get detailed responses on
>> this list, even when
>> the point of the thread is to discuss problems with the
>> statement and that
>> is precisely what my post attempted to do. I'm also
>> still hoping for a
>> response in the thread about the privacy policy, although
>> the prospect of
>> new activity seems dim. I appreciate that people get burned
>> out by
>> argumentative posts, but if that is all that gets attention
>> then that sort
>> of post is essentially being promoted above other sorts
>> that would generally
>> be seen as more constructive.
> 
> My read of this thread is that some people find the language in the "disparagement" part to loosely defined.  Mike Godwin argues that they are wrong it and that finds language rather narrow. Neither side backed up their belief with anything substantial. Someone asked if for an example of similar language in a similar agreement from another organization; no one has produced such a thing. All and all I don't know what to make of that issue; maybe Mike is correct, maybe not.  I do know I wouldn't personally sign such a thing until I was sure Mike was correct.  But since there is no prospect of me being asked to sign such a thing; I am not sure my hesitation is a strong enough feeling to be worth sharing.
> 
> On the COI issue which didn't seem to receive as much attention; I find the document to be out of line.  I can't imagine why someone might think it appropriate to require board members to gain approval for their outside activities unless it is a reaction to something specific.  I highly doubt we would ever learn if such speculation is true on this list, or that such a discussion could be productive in any way.  Whether there were any past problems or not, I believe the board would be better off just ousting any members who do not take their duty to the WMF seriously or are too conflicted for whatever reason than to try micro-manage conflicts in such way.  If a board member is willing to put themselves in a conflict that would be worth denial under this policy; I am certain they will find a
>   way to game the policy.  Either the conflicts will be minor and easily dealt with by recusing from an occasional vote and the policy is tedious oversee and insulting
>  to the board members as well as unnecessary.  Or else the conflicts are a major problem that is interfering with the operation of the board and the board would be much better off without such conflicted trustees rather than with a tedious and insulting policy *and* undedicated trustees. 
> 
> It is hard to really comment on these things productively when there are such obvious undercurrents that I cannot read clearly.  I am not sure where either Florence nor Mike is coming from.  Maybe she wanted comment on an entirely different aspect of the draft.  Maybe he is having the parts we dislike highly recommended by lawyers experienced in these issues.  So it is hard to have much confidence in my own opinion when the context is so murky.  And the less confident I am in it, the less I share it.  But since you asked so plaintively for more opinions the above is my *soft* opinion on the thread.
> 
> Birgitte SB

Hello,

I appreciate being asked "where I come from". My view regarding signing 
such a document are pretty clear. I would not sign it. And the reasons 
why are exactly the ones you outlined. I am in agreement more or less 
with the concept of non-disparagement, however, the language is 
so-phrased that I think it lets door open to all possibilities of 
intimidation of the board member who wishes to speak up his mind.

Regarding the COI part, you have it exactly right. It is tedious oversee 
and insulting. But at least, regarding this part, I am rather confident 
that other board members would not approve signing such a text.

However, I think it best that community members be involved, or at least 
aware of the existence of such discussions. Nathan is probably right 
that it might be too difficult to insert values in such documents, and I 
can follow him on this path after thinking about that.
However, it is quite obvious to me that the non-disparagement part is 
collecting a significant amount of support amongst board members... but 
would have a serious impact on the sharing allowed to take place between 
board members and community.
With regards to the COI part, I am still trying to understand what are 
the basis to make such a proposition to the board.

Angela very appropriately forwarded the inforamtion to the advisory 
board. 3 answers were provided.

One person points out that he has never seen such a detailed pledge in a 
non profit.
Another second that, and adds that COI policies typically requires 
disclosure rather than authorization.
And a third also clarifies that he has never seen such an elaborate and 
restrictive policy in a non profit.

Sue was exactly right when she pointed out that the main interest of 
such a document was to discuss the attitude expected from board members. 
That's correct. However, I would point out that limited feedback came 
from board members, which may mean that the default attitude of a board 
member might indeed be expected to be the one described in the document.

Ant