[Foundation-l] Seat and Donations (SPLIT from: EFF & Bitcoins)

Kat Walsh kat at mindspillage.org
Thu Jun 23 23:58:58 UTC 2011

On Thu, Jun 23, 2011 at 7:08 PM, Dan Rosenthal <swatjester at gmail.com> wrote:
> On Jun 23, 2011, at 6:45 PM, Michael Snow wrote:
>> To be frank, I also disagree that changing the timing would have
>> improved things in any practical sense. It doesn't really obscure the
>> connection much, if that's even what we would want to do. And for people
>> who were worrying about the implications, I think setting things up in
>> stages is just as likely to make it look worse as to make it look
>> better. The delay simply adds the possibility of new concerns, like
>> wondering what other unstated "conditions" had to be satisfied in the
>> intervening time for the other part of the "deal" to go through. And it
>> also encourages the idea that there must still be even more shoes to
>> drop. Basically, the timing issue would just become more raw material
>> for people inclined to engage in speculation.
> It could have been positive, actually. There will be some people who will be unconvinced entirely regardless of whatever the board says, and however long they delay. For them, the fact that it was an "outsider with money" taints the seat. Not really anything you can do about that. But it might have given some sort of separation between those simply speculating or worrying about the implications and perception issue vis-a-vis those who firmly hold the belief that the seat was bought no matter what you say. And I'm not sure I agree that it would have created any more speculation during the intervening period than there was from the immediate announcement.
> But then again, now I'm speculating too, so I think my intrusion into this thread has run its course.
> -Dan

As I recall, we made an explicit decision not to separate the
announcement of the grant and of the seat--mainly so it wouldn't
appear we were trying to hide anything. To me it seemed more important
that we try very hard not to appear to be hiding anything.

It also wasn't an easy decision to make. The question came down to
this one: do we necessarily refuse someone as a candidate solely
because they were proposed by a funder? There were a few main factors
that applied. One is that we did not yet have a candidate identified
for that appointed seat--the nominating committee had some names
listed, but no one who had been seriously pursued; partially this was
because we were looking for someone who had experience that was
different from ours; anytime we're seeking someone with qualities we
don't already have represented, we have to reach further outside our
usual network.

For another, we hadn't seriously considered the question. We've
refused people who've asked for board seats in return for their
donations, and in those cases it was a much easier decision--the
offers were not made by people who would have been on a short list if
there were no money involved. And no other serious candidate had ever
also been a major donor.

I was unhappy to have to consider the question of whether to offer the
seat knowing that it was in connection with the grant; it's not really
possible to make an unbiased decision that way. (It's much better to
have a policy in place for situations before you need them, but
sometimes you're not certain that you need such a policy until the
situation comes up!) The money was not dependent on our accepting Matt
as a board member, but of course it would have been strange to explain
to a funder we had a good relationship with--yes, we were missing
those qualities on the board and actively looking for them; no,
there's nothing wrong with him; no, we didn't promise the seat to
someone else. It would have been much easier if there had been some
obvious reason to refuse, but there wasn't. And had he already been on
the nominating committee's list there would have been no real
hesitation to accept. So it was a difficult and tense decision.

The thing I most regret is that there is no way to convincingly show
that we don't simply sell seats to the highest bidder, that we did in
fact try to make the decision as independent of the financial
considerations as possible. I wish we'd explicitly had the
conversation beforehand about what to do if someone offered, so that
we would not have had to consider the question at the same time as we
were considering an individual situation, that we could have had
something clearly and publicly stated that we could point to, showing
how we would make such decisions when it was appropriate.

Ultimately I think that we did make the right choice. Several of the
board met with him beforehand to see if he would really be a good fit
for us, and I'm happy to say that it's worked out well. Matt's
knowledge of governance and philanthropy, his connections to other
people working in the nonprofit space who've been able to help us, his
outside perspective, and his own commitment to improving the world
have made him an asset to Wikimedia; he is now with a different
company but we continue to benefit from his expertise.


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