[Wikimedia-l] proposed urgent Board of Trustees resolution without a meeting

James Salsman jsalsman at gmail.com
Mon Dec 24 06:33:06 UTC 2012

Kat Walsh
Board of Trustees
Wikimedia Foundation

In accordance with your discretionary power to divert from the Board
deliberation procedures approved July 8, 2010,[1] and because of
certain recent serious misleading and contradictory statements from
senior Foundation staff and obvious financial accounting regularities
concerning the Board's direction that the Foundation maintain a six
month cash reserve, and for the other reasons stated below, I ask that
you and the Board approve the following or a substantially similar
resolution without a meeting in accordance with Article IV, Section
4(f) of your Bylaws[2] as soon as possible, and no later than this

Whereas the Foundation's mandatory fiduciary duty of care requires
that trustees act on a fully informed basis;[3]

whereas the trustees were led to believe on May 12, 2012 that senior
Foundation staff were in doubt as to whether they could significantly
exceed last years' fundraising;[4]

whereas in fact senior Foundation staff knew on May 11, 2012 that they
were already able to exceed the performance of the best performing
fundraising message from 2011;[5]

whereas based on the information pertaining to Fundraising provided by
senior Foundation staff, the 2012-2013 Annual Plan was proposed and
adopted with a revenue target increase of $7.2 million, or $900,000
less than the previous Annual Plan's revenue target increase;[6]

whereas actual fundraising far exceeded the stated expectations of
senior Foundation staff, so much that the nominal fundraising goal
based on the stated expectations of senior Foundation staff was
achieved in about nine days of unlimited fundraising messaging to
Foundation project readers;[7]

whereas ceasing Fundraising prior to the last four business days of
December in unprecedented in the history of the Foundation;[7]

whereas the last four business days of December have over the previous
five years yielded fundraising performance typically about triple the
performance of the median fundraiser day's performance;[7]

whereas senior Foundation staff have proposed fundraising next year in
part during April, which this year was in fact the last month that
senior Foundation staff were not able to produce a fundraising message
outperforming those of the prior year's fundraiser;[8]

whereas the tax code of the United States and other countries provide
an incentive for wealthy donors to determine the optimal amount of
their donations during the last week of December;

whereas the Foundation staff has failed to maintain a six month cash
reserve as directed by the trustees, even with lower than expected
expenses and higher than expected revenues;[9]

whereas junior Foundation staff are compensated substantially below
that of typical advanced information processing technology workers in
San Francisco;[10]

whereas because of their low levels of compensation, the retention of
foundation technical staff has been substantially below optimal

whereas because of their low levels of compensation, junior foundation
technical staff are often unable to afford housing which does not
involve a lengthy commute from unsavory neighborhoods;[11]

whereas the ratio of the compensation of Foundation executives to
junior foundation staff and contractors has substantially widened in
recent years;[10]

whereas Foundation staff have been unable or unwilling to effectively
staff programs such as the very successful Wikimedia Education Program
at levels preventing serious problems for the editor community, such
as, for example, including sufficient information to discern which
articles are currently pending in the Education Program;[12]

whereas the Foundation Annual Plan as amended lacks sufficient funding
to explore telepresence options for those who can not attend events
such as Wikimania or chose not to attend for ecological reasons;

and whereas senior Foundation staff have recently discontinued major
programs of the Annual Plan and the Strategic Plan without consulting
the community,[13]

therefore, be it resolved, that the Foundation will resume fundraising
at maximal levels immediately until such time as sufficient funds are
raised such that:

staff salaries and contractor compensation can be increased so no
contributor is compensated less than 50% of the amount of the highest
compensated executive staff member, calculated on a per-hour basis for

a one year contingency cash reserve can be maintained;

sufficient staff can be added to the Education Program so that program
article talk page templates can be provided with their correct
academic calendar dates;

the Wikimania program can include a telepresence pilot program;

and the recent discontinuation of programs approved in the Annual Plan
such as the Fellows program can be put to a question of the community
with sufficient time for thorough consultation.

Please let me know your and the trustees' decision on this matter.

Best regards,
James Salsman

[1] https://wikimediafoundation.org/wiki/Vote:Board_deliberations

[2] https://wikimediafoundation.org/wiki/Bylaws#.28f.29_Action_Without_a_Meeting.

[3] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_board_manual#Fiduciary_duties

[4] http://meta.wikimedia.org/w/index.php?title=Fundraising_2012/We_Need_A_Breakthrough&diff=3741759&oldid=3741756

[5] http://meta.wikimedia.org/w/index.php?title=Fundraising_2012/We_Need_A_Breakthrough&diff=prev&oldid=3739753
"...we can feature Jimmy, editors, staff, donors and others and make
as much as with our standard money-maker, the Jimmy appeal...."

[6] http://wikimediafoundation.org/wiki/2012-2013_Annual_Plan_Questions_and_Answers#What.27s_the_revenue_target_for_2012-13.2C_and_how_does_it_compare_to_previous_years.3F

[7] https://wikimediafoundation.org/wiki/Special:FundraiserStatistics

[8] http://meta.wikimedia.org/wiki/Talk:Fundraising_2012#Questions

[9] http://meta.wikimedia.org/wiki/File:WMF_Revenue_%26_Expenses_October_2012_-_Actual_vs_Plan.png

[10] http://meta.wikimedia.org/wiki/Wikimedia_Forum#Wikimedia_employee_salaries

[11] http://www.glassdoor.com/GD/Job/jobs.htm?clickSource=searchBtn&typedKeyword=&sc.keyword=wikimedia&locT=&locId=

[12] http://en.wikipedia.org/wiki/Category:Wikipedia_Ambassador_Program_student_projects

[13] http://meta.wikimedia.org/wiki/User:Sue_Gardner/Narrowing_focus

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