Re: [Wikimedia-l] "Delegation of policy-making authority" resolution

[Pine W]

Hi Christophe,

Thank you for responding to my questions.


> First, the resolution and its context. "Supervising" the ED is indeed a
> board duty, but this supervision must not become micro-management. That
> resolution provides staff the liberty to do their work more efficiently. It
> doesn't remove our duty of oversight.
>
> I feel like you think delegating negates ones ability to provide
> supervision, I would tend to think otherwise as delegating free time and
> energy to focus on the core roles of a board.
>

Perhaps you could explain further how a resolution which says:

*"*Resolved, the Board hereby delegates the authority to adopt, alter, and
revoke policies to the Executive Director, who may further delegate such
authority to Wikimedia Foundation staff as they deem appropriate;

"Resolved, the Board may continue to review and approve policies for the
Wikimedia
Foundation upon request to the Executive Director or as required by law."

amounts to removing micro-management. To me this looks like a sweeping
delegation of authority. Under this resolution, policy changes that the ED
and/or his or her delegates make are not subject to advance review by the
Board, the Legal Department, the community, or anyone else. This seems
highly inadvisable, and I feel that this opens up WMF to legal and
reputational risks that are of far greater concern than the value of
sparing
a few minutes of the Boards' time at meetings to review supposedly
minor changes to policies.

I would expect the Executive Director to have the authority to execute plans
and manage his/her staff as permitted by the policies and resolutions
adopted
by the Board and as allowed by law, and to create and modify managerial
policies for staff (for example, salary schedules and hiring procedures)
that are compatible with the Board's policies and resolutions and with the
law.
I wouldn't expect the Executive Director to have the authority to
unilaterally
change policies that were adopted by the Board, nor to have the authority
to
further delegate the authority to change policies that were adopted by the
Board.



>
> Second, the requirements to answer the community. I'm sorry, here I
> answered quite spontaneously, you are right nothing forces us to.
>
> But, as I've said in my candidacy and in public some time I believe we
> have, as WMF board, a leadership duty. And I also believe you lead by
> example. I've always believed, in the movement, we are all partners. We
> need each other to push forward our mission. You treat partners the way
> yourself want to be treated by them. That is why I believe it is important
> to communicate. It doesn't mean we have to see eye to eye on everything but
> that when a question rise we should answer as much as we can. That's
> something I've said to nearly everyone who reached out to me in the past
> few month privately, my answer perhaps won't be the one you want, but at
> least there will be an answer and an explanation every time I can. Like
> right now actually :D
>

Thanks for your efforts to communicate and cooperate. You and Natalia have
been helpful in improving communications between the community and the
Board in 2016. (I agree with Rob that Dariusz was admirably responsive and
civil in public in 2015 in difficult circumstances, while others weren't.)

I would like to see further developments in this area, such as developments
that prevent the community from being surprised by Board resolutions such
as the one that we are discussing here.

Also, I would like to see consideration of changing WMF to a membership
organization as a part of the upcoming strategy process.


>
> Finally, regarding board governance review, Natalia, as chair of the BGC,
> published minutes of our meetings[1], and that is a key topic we address
> and not push aside. That being said it will be a board review, not one on
> that specific event. We will be able to provide more information on that
> topic soon I think :)
>

Thanks, this looks like a promising start.

Doing the governance review in parallel with the strategy process, while
continuing with regular annual work such as the Annual Plan process,
might be a heavy lift for the Board and Katherine, so I encourage careful
thinking about the timing of this review. My hunch is that it would be good
to start and complete this review within 6 months, with the hope that the
results could then be fed into the strategy process which will be
continuing
for awhile after that. Perhaps you, Katherine, Natalia or others may be
able
to shed some light on the capacity issue here, as well as the thoughts
about the scope, timing, and cost of the governance review.

In the governance review, I would like to see a particular focus on (1)
a thorough review of the facts of Board members' actions in 2015, (2)
an analysis of what can be learned from the facts of 2015, and (3)
how WMF governance might become more aligned with and
responsive to the community, such as by changing WMF to a
membership 

[Wikimedia-l] December 23: Update on Wikimedia movement strategy process (#2)

[Katherine Maher]

Hi everyone,

As I mentioned last week, we plan to do more regular updates on the
movement strategy process going forward. Last week's update was very long,
out of necessity, so we hope sending updates more regularly will allow us
to use a shorter format. While these will often come from me, I expect
you’ll see other folks take turns sending them as the circle of
participation widens.

*Highlights from this past week:*

   - We are in the final stages of interviewing potential Lead Strategy
   Architects and hope to have a choice and contract by our next update. We
   will be able to share more information once a contract is in place.
   - We expect the community discussion around the proposed timeline and
   strategy process plan to kick off in January.
   - Our staff movement strategy study group met yesterday and discussed
   the types of groups we see in our movement and the impact that may have on
   this process and a future strategy. You can find out more information about
   the group on Meta-Wiki.[1]

*Coming next:*

   - In the new year I look forward to introducing the Lead Strategy
   Architect and providing more information on the plan for January.

You can also track our updates on the Meta-Wiki portal for the movement
strategy.[2]

I won’t make an update next week, as the Wikimedia Foundation offices will
be closed for the holidays between December 25 and January 2. If you are
celebrating the holidays, I hope they are full of good people and good
cheer.

I look forward to seeing you all in 2017!

Katherine.

PS. A version of this message is available for translation on Meta-Wiki:
https://meta.wikimedia.org/wiki/Strategy/Wikimedia_movement/2017/Updates/23_December_2016_-_Update_2_on_Wikimedia_movement_strategy_process

[1]
https://meta.wikimedia.org/wiki/Strategy/Wikimedia_movement/2017/Wikimedia_Foundation_study_group
[2] https://meta.wikimedia.org/wiki/Strategy/Wikimedia_movement/2017

-- 
Katherine Maher

Wikimedia Foundation
149 New Montgomery Street
San Francisco, CA 94105

+1 (415) 839-6885 ext. 6635
+1 (415) 712 4873
kma...@wikimedia.org
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Re: [Wikimedia-l] [WMF] Update regarding expiring Board terms

[James Alexander]

Thanks for the note Christophe and congratulations Alice! So happy to see
you continue on the board!

Thanks as well guy for being willing to provide your service these past 2
years! Good luck in the future!
On Fri, Dec 23, 2016 at 3:13 PM Patricio Lorente 
wrote:

> Thanks for the update, Christophe!
>
> Alice, I am so glad that you are staying for another term! Thank you so
> much for your dedication and commitment :)
>
> And last but not least, thank you Guy, for sharing with us your vast
> experience and unique perspective. I really appreciate that. Hope that we
> will meet again soon.
>
>
>  Patricio
>
> El vie., 23 de dic. de 2016 a la(s) 17:04, Christophe Henner <
> chen...@wikimedia.org> escribió:
>
> > Hi everyone,
> >
> > Last week, at our December meeting, the Wikimedia Foundation Board of
> > Trustees made some decisions regarding the two Board terms expiring at
> the
> > end of this year. Alice Wiegand sought and received reappointment for a
> > term which will end at Wikimania 2018. Guy Kawasaki decided not to seek
> > reappointment, and will complete his term at the end of December.
> >
> > Alice joined the Board in 2012 when she was selected to serve in one of
> the
> > two affiliate-selected board seats. She was subsequently appointed to
> fill
> > one of the four appointed expert seats, and will be completing her first
> > full term in that role this month. Alice lives in Germany, and has been
> > involved with German Wikipedia since 2004 and Wikimedia Deutschland since
> > 2008. Her unique background brings an important perspective on matters
> > related to the Wikimedia communities, strategy development,
> organizational
> > structuring, and executive accounting and assessment. Given her skills,
> > experience in the movement, and working knowledge of recent Board
> history,
> > we felt it was important to retain her presence for an additional term.
> >
> > The Board appreciates Guy’s commitment to Wikimedia and the input he
> > provided while serving on the Board. Guy joined the Board in 2015 when he
> > was selected to fill one of the four appointed expert seats. A prominent
> > figure in Silicon Valley, Guy has brought a unique perspective to the
> > challenges and opportunities the Board has considered during his term.
> Even
> > though we only worked together for a short time, I enjoyed his fresh
> point
> > of view that forced us to step out of our comfort zone, and reconsider
> > things we've done for years. In a time of evolution, the value from those
> > questions was really high.
> >
> > Alice's new appointment will last 1.5 years as opposed to 2 years[1]. We
> > have asked Alice to serve a term which ends at Wikimania 2018 (instead of
> > in December 2018) to help consolidate Board transitions to the annual
> > meeting at Wikimania, rather than spread throughout the year. Our hope is
> > this shift will support a more effective onboarding process for new
> > members.
> >
> > We will provide more information in January on our plans for filling the
> > vacancy now left by Guy's departure, as well as the other vacancies on
> the
> > Board. Until then, I invite you to join me in congratulating Alice on her
> > reappointment, and thanking Guy for his service to Wikimedia.
> > Congratulations, Alice, and thank you, Guy!
> >
> > As 2016 comes to an end, please allow me to take a moment and thank all
> of
> > you, on behalf of the Board, for your support, efforts, and contributions
> > this past year. We overcame many hurdles together and achieved many
> > collaborative accomplishments. I am confident that we will make 2017 an
> > amazing year. I am looking forward to continuing to work with all of you
> as
> > we come together in service of the movement in new ways. There is still
> > much to achieve and hurdles to overcome, but, together, we have what it
> > takes.
> >
> > On behalf of the Wikimedia Foundation Board of Trustees,
> > Christophe Henner, Chair
> >
> > PS. An on-wiki version of this message is available for translation:
> > https://meta.wikimedia.org/wiki/Wikimedia_Foundation_
> > Board_noticeboard/December_2016_-_Update_regarding_expiring_Board_terms
> >
> > [1] https://wikimediafoundation.org/wiki/Resolution:Term_
> > Limit_Proposal_for_Bylaws
> >
> >
> > Christophe HENNER
> > Chair of the board of trustees
> > chen...@wikimedia.org
> > +33650664739 <+33%206%2050%2066%2047%2039> <+33%206%2050%2066%2047%2039>
> >
> > twitter *@schiste*skype *christophe_henner*
> > ___
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> > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> > 
>
> --
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Re: [Wikimedia-l] [WMF] Update regarding expiring Board terms

[Patricio Lorente]

Thanks for the update, Christophe!

Alice, I am so glad that you are staying for another term! Thank you so
much for your dedication and commitment :)

And last but not least, thank you Guy, for sharing with us your vast
experience and unique perspective. I really appreciate that. Hope that we
will meet again soon.


 Patricio

El vie., 23 de dic. de 2016 a la(s) 17:04, Christophe Henner <
chen...@wikimedia.org> escribió:

> Hi everyone,
>
> Last week, at our December meeting, the Wikimedia Foundation Board of
> Trustees made some decisions regarding the two Board terms expiring at the
> end of this year. Alice Wiegand sought and received reappointment for a
> term which will end at Wikimania 2018. Guy Kawasaki decided not to seek
> reappointment, and will complete his term at the end of December.
>
> Alice joined the Board in 2012 when she was selected to serve in one of the
> two affiliate-selected board seats. She was subsequently appointed to fill
> one of the four appointed expert seats, and will be completing her first
> full term in that role this month. Alice lives in Germany, and has been
> involved with German Wikipedia since 2004 and Wikimedia Deutschland since
> 2008. Her unique background brings an important perspective on matters
> related to the Wikimedia communities, strategy development, organizational
> structuring, and executive accounting and assessment. Given her skills,
> experience in the movement, and working knowledge of recent Board history,
> we felt it was important to retain her presence for an additional term.
>
> The Board appreciates Guy’s commitment to Wikimedia and the input he
> provided while serving on the Board. Guy joined the Board in 2015 when he
> was selected to fill one of the four appointed expert seats. A prominent
> figure in Silicon Valley, Guy has brought a unique perspective to the
> challenges and opportunities the Board has considered during his term. Even
> though we only worked together for a short time, I enjoyed his fresh point
> of view that forced us to step out of our comfort zone, and reconsider
> things we've done for years. In a time of evolution, the value from those
> questions was really high.
>
> Alice's new appointment will last 1.5 years as opposed to 2 years[1]. We
> have asked Alice to serve a term which ends at Wikimania 2018 (instead of
> in December 2018) to help consolidate Board transitions to the annual
> meeting at Wikimania, rather than spread throughout the year. Our hope is
> this shift will support a more effective onboarding process for new
> members.
>
> We will provide more information in January on our plans for filling the
> vacancy now left by Guy's departure, as well as the other vacancies on the
> Board. Until then, I invite you to join me in congratulating Alice on her
> reappointment, and thanking Guy for his service to Wikimedia.
> Congratulations, Alice, and thank you, Guy!
>
> As 2016 comes to an end, please allow me to take a moment and thank all of
> you, on behalf of the Board, for your support, efforts, and contributions
> this past year. We overcame many hurdles together and achieved many
> collaborative accomplishments. I am confident that we will make 2017 an
> amazing year. I am looking forward to continuing to work with all of you as
> we come together in service of the movement in new ways. There is still
> much to achieve and hurdles to overcome, but, together, we have what it
> takes.
>
> On behalf of the Wikimedia Foundation Board of Trustees,
> Christophe Henner, Chair
>
> PS. An on-wiki version of this message is available for translation:
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_
> Board_noticeboard/December_2016_-_Update_regarding_expiring_Board_terms
>
> [1] https://wikimediafoundation.org/wiki/Resolution:Term_
> Limit_Proposal_for_Bylaws
>
>
> Christophe HENNER
> Chair of the board of trustees
> chen...@wikimedia.org
> +33650664739 <+33%206%2050%2066%2047%2039> <+33%206%2050%2066%2047%2039>
>
> twitter *@schiste*skype *christophe_henner*
> ___
> Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> New messages to: Wikimedia-l@lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> 

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[Wikimedia-l] [WMF] Update regarding expiring Board terms

[Christophe Henner]

Hi everyone,

Last week, at our December meeting, the Wikimedia Foundation Board of
Trustees made some decisions regarding the two Board terms expiring at the
end of this year. Alice Wiegand sought and received reappointment for a
term which will end at Wikimania 2018. Guy Kawasaki decided not to seek
reappointment, and will complete his term at the end of December.

Alice joined the Board in 2012 when she was selected to serve in one of the
two affiliate-selected board seats. She was subsequently appointed to fill
one of the four appointed expert seats, and will be completing her first
full term in that role this month. Alice lives in Germany, and has been
involved with German Wikipedia since 2004 and Wikimedia Deutschland since
2008. Her unique background brings an important perspective on matters
related to the Wikimedia communities, strategy development, organizational
structuring, and executive accounting and assessment. Given her skills,
experience in the movement, and working knowledge of recent Board history,
we felt it was important to retain her presence for an additional term.

The Board appreciates Guy’s commitment to Wikimedia and the input he
provided while serving on the Board. Guy joined the Board in 2015 when he
was selected to fill one of the four appointed expert seats. A prominent
figure in Silicon Valley, Guy has brought a unique perspective to the
challenges and opportunities the Board has considered during his term. Even
though we only worked together for a short time, I enjoyed his fresh point
of view that forced us to step out of our comfort zone, and reconsider
things we've done for years. In a time of evolution, the value from those
questions was really high.

Alice's new appointment will last 1.5 years as opposed to 2 years[1]. We
have asked Alice to serve a term which ends at Wikimania 2018 (instead of
in December 2018) to help consolidate Board transitions to the annual
meeting at Wikimania, rather than spread throughout the year. Our hope is
this shift will support a more effective onboarding process for new members.

We will provide more information in January on our plans for filling the
vacancy now left by Guy's departure, as well as the other vacancies on the
Board. Until then, I invite you to join me in congratulating Alice on her
reappointment, and thanking Guy for his service to Wikimedia.
Congratulations, Alice, and thank you, Guy!

As 2016 comes to an end, please allow me to take a moment and thank all of
you, on behalf of the Board, for your support, efforts, and contributions
this past year. We overcame many hurdles together and achieved many
collaborative accomplishments. I am confident that we will make 2017 an
amazing year. I am looking forward to continuing to work with all of you as
we come together in service of the movement in new ways. There is still
much to achieve and hurdles to overcome, but, together, we have what it
takes.

On behalf of the Wikimedia Foundation Board of Trustees,
Christophe Henner, Chair

PS. An on-wiki version of this message is available for translation:
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_
Board_noticeboard/December_2016_-_Update_regarding_expiring_Board_terms

[1] https://wikimediafoundation.org/wiki/Resolution:Term_
Limit_Proposal_for_Bylaws


Christophe HENNER
Chair of the board of trustees
chen...@wikimedia.org
+33650664739 <+33%206%2050%2066%2047%2039>

twitter *@schiste*skype *christophe_henner*
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Re: [Wikimedia-l] Statement by Wikimedia Board on Healthy Community Culture, Inclusivity, and Safe Spaces

[Rogol Domedonfors]

The statement by the Board that "The Board is committed to making our
communities safer" is very welcome.  Perhaps the Board will turn its
attention to the process for developing the *Code of conduct for Wikimedia
technical spaces* which has been under discussion in draft form at [
https://www.mediawiki.org/wiki/Code_of_Conduct/Draft] since *July 2015* and
is still not agreed.  The Board was asked to involve itself in this
discussion in August 2015 [
https://meta.wikimedia.org/w/index.php?title=Wikimedia_Foundation_Board_noticeboard=prev=13317211]
but the only response was from one member whose view then was "It makes me
feel sad to see that Board involvement is asked for. This is exactly the
place where I thing the affected community should deliberate, find a
consensus, agree on wording and implement such a policy. A code of conduct
only works if it is backed up by those who have to follow it. A
top-down-manner is not the best idea to create this ownership feeling." [
https://www.mediawiki.org/w/index.php?title=Talk:Code_of_Conduct/Draft=1870478=1870425].
I am glad to see that the Board's position is now very different.

It is worth the Board's while considering why this initiative has stalled.
In my view, apart from the Board's regrettable lack of interest in it at
the time, this process has been over-managed and overwhelmed by a small
group of developers almost all of whom are members of the WMF staff and who
have chosen to run this process as as if it were a WMF project rather than
a community initiative, and who chose to take various parts of the
discussion to other venues without notification or the possibility of
effective community-wide involvement.

One significant obstacle to an effective and timely completion of this
process has been the ineffective handling of a contract with two
consultants to advise on the form that the process should take (see the
extended discussions at [
https://www.mediawiki.org/wiki/Talk:Code_of_Conduct/Draft/Archive_2] at "Done,
down or defunct?" and [
https://www.mediawiki.org/wiki/Talk:Code_of_Conduct/Draft] at "Advice
provided by consultants Valerie Aurora and Ashe Dryden").  It appears that
the consultants were paid out of WMF (ie donors') funds but did not engage
widely with the community, and their report, if any, has never been made
public.  (Indeed, I have no reason to believe that a formal report was ever
presented -- certainly none has ever been published.)   As a completely
independent question, the Board may wish to assure thmselves that this
consultancy was properly tendered and procured; that it was effectively
managed; and that the contracted-for outputs were satisfactorily
delivered.  This less-than-effective process delayed rather than
accelerated the completion of the Code.

A second and major obstacle, which in my view has delayed the drafting
process for over a year, is an intransigent attitude on the part of WMF
Legal towards a requirement that persons operating this Code to handle
situations involving members of the WMF staff should be under an absolute
obligation to notify the WMF of the details of any complait irrespective of
the wishes of the other parties for privacy, the legal requirements for
confidentiality applicable in the relevant jurisdictions and the personal
or professional ethical positions of the people handling these potentially
very sensitive incidents.  Astonishingly, a Legal Counsel for the WMF has
recently issued a determination [
https://www.mediawiki.org/w/index.php?title=Talk:Code_of_Conduct/Draft=2318454=2312411]
which appears to forbid the community at large to discuss the issue
further.  This intransigence is quite incomprehensible and is certainly
quite destructive of the community engagement that is required to deliver
this Code initially or to make it a workable document.  It seems very
likely that the obllgation being imposed is unworkable in itself, that the
community will not endorse any Code that formally creates two classes of
participant with two distinct levels of protection and treatment, and that
formally instituting a two-tier community is a matter that the Board might
wish to consider as a specific, important and urgent question of policy.

It is a matter of considerable surprise that with this Code not yet in
place, with no clear timeline for delivery ever proposed, the Board have
been informed [https://wikimediafoundation.org/w/index.php?curid=24446]
that this Code is due to be completed in a specific timeframe and that
there will be a budget of around $25K per annum required to train the
Committee who will oversee it.  Is the Board quite confident that the Code
will be completed at that (or indeed any) time, and more importantly, that
when put to the community, it will command their acceptance?

Since the Board quite rightly regard this area as a matter of importance,
perhaps they will review the status of this project, take the steps
necessary to bring to to an effective conclusion acceptable to the