[Foundation-l] Fwd: Wikimedia Brasil + WMF

[Michael Snow]

On 9/2/2011 12:11 PM, Florence Devouard wrote:
> On 9/1/11 5:37 PM, Jimmy Wales wrote:
>> On 8/28/11 1:00 AM, Ray Saintonge wrote:
>>> I think that developing such a legal entity should be a high priority
>>> for Brazilian Wikipedians to ensure that Wiki activities in Brazil are
>>> controlled by Brazilians. At the same time I don't think there is any
>>> value to having a WMF appointee on your board; such a person would find
>>> it difficult to function under circumstances of perpetual conflict of
>>> interest.  No other chapter has such a clause.
>> I had never thought of this before, but now that it has been mentioned,
>> I just wanted to disagree, quite respectfully because Ray is awesome of
>> course, and say that I think it is a very interesting idea to have a WMF
>> appointee on the boards of chapters.
>>
>> There should be very few cases where there is a "conflict of interest"
>> since chapters and the Foundation are deeply tied together always (and
>> that's a good thing).  I think having a Foundation representative on the
>> board of chapters does present some possibly insurmountable logistical
>> issues (who will they be?) but I actually think such an arrangement
>> might be incredibly valuable for improving communication and
>> *decreasing* perceived conflicts of interest.
>>
>> --Jimbo
> I can not help commenting a bit more on the matter of "conflict of
> interest". I think I can probably say more on the matter than most
> people here.
>
> First because I pushed a LOT for the adoption of a COI policy on the
> board of WMF. And this generated lot's of painful discussions between
> you, Michael and I. In particular with regards to your involvement with
> Wikia.
For those reading whose memories may not be quite long enough - I assume 
Florence is referring to Michael Davis here, not to me. The conflict of 
interest policy was adopted in 2006, before I was on the board. I just 
thought it would help to make the distinction explicit, as it wouldn't 
be the first time somebody has gotten us confused.

Meanwhile, on the subject of mutual board appointments between chapters 
and the foundation, I figured I'd chime in as I helped push the idea for 
chapters to select foundation board members in the first place. For one 
thing, there's a very different power dynamic between the chapters 
collectively choosing a couple members of the foundation's board, and 
the foundation solely choosing a member of an individual chapter's 
board. The chapter-appointed seats cannot really be controlled outside 
of the selection process itself, so those board members can act as 
freely as their colleagues, and certainly no single chapter can force 
them to act in a particular way. This is partly by design, since the 
ultimate fiduciary obligations of those board members are still to the 
foundation rather than a chapter, and is why we emphasized that they are 
not necessarily being selected as "representatives" of the chapters. 
However, somebody appointed to a chapter board by the foundation would 
be directly answerable to the foundation, and it could be fairly easy to 
argue that they are an agent of the foundation. It undermines the 
organizational independence much more dramatically.

If the point is to improve communication, then a more practical approach 
might be to designate "observers" who are not given authority but merely 
sit in with a chapter board. That's assuming that the chapter board 
level is one of the places where it makes the most sense to add a 
communication interface.

--Michael Snow