Hi all -
I have to start this email with a pair of disclaimers: I'm both not a
lawyer, and I've never been on the board of an organization headquartered
in Florida. However, I have been on multiple California-based boards - none
that had nearly the revenue of WMF, but some whose assets did run in to the
mid-double millions, with revenues in the lower double digit millions. I
can't assert that the knowledge and training I received about a board
member's fiduciary duty and obligation to ensure that our board members
functioned with 'mutual confidence' in each other equates to the same
obligation that WMF trustees are bound by. However, in our context,
'mutual confidence' certainly did not mean that we had mutual confidence
all of our duly appointed board members would agree with us on all issues
we considered important - or even that we have confidence that we would be
able to meet agreements that were, in our opinions, fair compromises
between all of our interests. It meant something else entirely; that we
retained mutual confidence that our fellow board members would uphold their
own fiduciary duties to the organization - which didn't necessarily mean
agreeing with us, but meant strenuously supporting their own ideas about
what would be best for the organization, even if they disagreed with our
own.
Although I'm sure WMF board members received both extensive, and different
(given the locales) training than we did, but for us at least, it would've
been highly unusual for one of us to try to remove a board member,
especially one at-large, simply for strongly advocating their own viewpoint
- it would've been more typical if there were allegations of financial
malfeasance, CoI issues, etc. It makes me a bit nervous to see one of only
three trustees directly elected by the community and whose platform seemed
to be pretty heavily supported removed with so few details about the
reasoning behind the decision other than the idea that mutual confidence
had become an issue.
Best,
KG
On Mon, Dec 28, 2015 at 6:34 PM, Pete Forsyth <peteforsyth(a)gmail.com> wrote:
Bodhisattwa and Nathan,
If I imagine myself in James' shoes, I would be thinking a lot right now
about:
* What are my legal obligations around what I may or may not say
* What are the difficult-to-predict consequences to WMF, to Wikimedia,
and/or to oneself of saying various things
* What obligation I have to speak, when no charge against me has been made
(at least publicly), and when my term as a trustee is now over
Speaking for myself, if I were James, I would not be rushing into any
public statement.
The people we need most to hear from right now are the eight people who
made a mysterious decision. The two people who opposed the decision might
or might have interesting responses -- I too am curious to hear what they
will say. But it's the majority and/or chair of the Wikimedia Foundation
Board we need most to hear from.
-Pete
[[User:Peteforsyth]]
On Mon, Dec 28, 2015 at 6:05 PM, Bodhisattwa Mandal <
bodhisattwa.rgkmc(a)gmail.com> wrote:
Hey Doc,
The community wants to know about what happened. I think, you need to
talk
about this.
Regards,
Bodhisattwa
On 29 Dec 2015 07:25, "Nathan" <nawrich(a)gmail.com> wrote:
> On Mon, Dec 28, 2015 at 8:39 PM, James Heilman <jmh649(a)gmail.com>
wrote:
> As Patricio stated the "Board has a responsibility to ... ensure that
the
> > Board functions with *mutual confidence*"
> >
> > My fellow trustees need no reason beyond lack of trust in me to
justify
my
> removal. No reason beyond that is needed per our board by laws.
>
> There was not any COI or legal impropriety on my part. I have done
what I
> > believe is in the best interest of our movement. I hope Patricio and
I
> can
> > work together to provide greater explanation in the coming days.
> >
> > --
> > James Heilman
>
>
> Why be cute about it, then? Just say what happened and leave the games
to
others.
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