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

[Nathan]

On Mon, Feb 6, 2017 at 3:39 PM, Rogol Domedonfors 
wrote:

> Christophe
>
> On 20 December, you wrote
>
> > Basically it's making the legal team life's easier when they need to do
> > small and/or quick changes. They don't have to go through the whole
> > resolution process to change a comma.
> >
> > Now you write
>
> > the Executive Director
> > has authority to set and change policies for the organization and its
> work,
> > without requiring prior Board approval in most circumstances. The
> baseline
> > is that the Executive Director has authority over policies, unless the
> > Board asks otherwise
>
>
> These do not appear to be the same, and the later version appears to be
> what is in fact in force.
> Do you agree that your December posting was inaccurate?
>
> "Rogol"



I also noticed this discrepancy. I hope that the bottom line is that the
Board is maintaining its focus on big picture issues of strategy, vision
and governance, and leaving the management and maintenance of policy
decisions to its senior executive leadership. This seems typical and
appropriate to me.
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Re: [Wikimedia-l] "Delegation of policy-making authority" resolution

[Rogol Domedonfors]

Christophe

On 20 December, you wrote

> Basically it's making the legal team life's easier when they need to do
> small and/or quick changes. They don't have to go through the whole
> resolution process to change a comma.
>
> Now you write

> the Executive Director
> has authority to set and change policies for the organization and its work,
> without requiring prior Board approval in most circumstances. The baseline
> is that the Executive Director has authority over policies, unless the
> Board asks otherwise


These do not appear to be the same, and the later version appears to be
what is in fact in force.
Do you agree that your December posting was inaccurate?

"Rogol"

On Mon, Feb 6, 2017 at 8:22 AM, Christophe Henner 
wrote:

> Hey,
>
>
> Sorry, with everything I forgot to answer this thread. So I'll provide a
> general answer if I may. As I've shared back in June, for this year, some
> of my goals include building a strong working relationship between the
> Board and the Executive Director, and helping the Board focus on the most
> important issues in front of them, like movement strategy. Minor changes to
> policy do not require the Board's consideration or approval, and so this
> resolution delegates a certain amount of authority to the Executive
> Director. This delegates authority, not responsability.
>
> In 2004, the Board of Trustees made a decision that certain "global
> policies" should be approved by the Board. At the time, the Board did not
> go into significant detail about what kind of policies they want to
> approve, or what that approval process should look like. This left some
> ambiguity around when the Board needs to be involved in policy changes.
> Since that time, the Wikimedia Foundation Board and staff have also changed
> and grown significantly. The Board is ultimately responsible for governance
> and leadership for the Wikimedia Foundation, so we have to be judicious
> about where we focus.
>
> Under this new resolution, we are explaining that the Executive Director
> has authority to set and change policies for the organization and its work,
> without requiring prior Board approval in most circumstances. The baseline
> is that the Executive Director has authority over policies, unless the
> Board asks otherwise. In some cases (like any changes to the Conflict of
> Interest policy), it's considered good governance for the Board to be
> responsible for these policies. Decisions to change these policies will
> remain with the Board. Other policies (like the internal staff policies)
> will be maintained by staff. For policies on the Wikimedia Projects, we may
> still review and approve them where appropriate. This will be something the
> Board works closely with the Executive Director to determine as part of the
> organization's regular work.
>
> A few other questions have come up in this thread, and I hope it's helpful
> to clarify:
>
> # Who is accountable for policy changes now?
> The Board has delegated some of its authority to set policies, but it will
> still remain just as responsible as if it were making the decisions itself.
> The Foundation and the Board remains accountable, just as they were before.
>
> # How should we be transparent about policy changes?
> We keep track of the Foundation's policies on the Foundation Wiki [1], and
> staff will continue to maintain pages similar to this. Major cross-project
> policies, like the Privacy Policy and Terms of Use, will still be updated
> following an open consultation with notice to the community. Minor changes,
> however, will not need to be ratified by the Board.
>
> # Does this affect the community policy process on projects?
> This resolution does not change anything for community policies. Policies
> that were previously written and enforced by the Wikimedia communities will
> remain that way. The policies that have traditionally undergone
> community consultations will also continue to do so, for example, as we
> have made a commitment to provide advance notice in Section 16 of the Terms
> of Use.
>
> I hope I answered most of the questions, if there's more happy to answer
> them.
>
> Oh and if I'm not answering after a few days, please feel free to ping me
> :)
>
> Have all a good day,
>
> [1] https://wikimediafoundation.org/wiki/Policies
>
> Christophe HENNER
> Chair of the board of trustees
> chen...@wikimedia.org
> +33650664739 <+33%206%2050%2066%2047%2039>
>
> twitter *@schiste*skype *christophe_henner*
>
>
>
> On Mon, Feb 6, 2017 at 5:15 AM, Pine W  wrote:
>
> > Christophe,
> >
> > Would you provide us an update on this topic, please?
> >
> > Pine
> >
> >
> > On Fri, Jan 13, 2017 at 2:23 PM, Pine W  wrote:
> >
> > > Hi Christophe,
> > >
> > > Now that the end-of-Western-year holidays are behind us, I'm bumping
> this
> > > thread in the hope that you'll respond to the points that I made in my
> > > email from December 23rd.
> > >
> > > 

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

[Pete Forsyth]

On 02/06/2017 11:53 AM, Pine W wrote:

Hi Christophe,

You wrote, "This delegates authority, not responsability." Perhaps you
could explain the distinction. It seems to me that the two go hand in hand.

Pine, I disagree. I have had plenty of jobs where I had the authority to 
do something, but the ultimate responsibility fell to my boss. For 
instance, as a teenager I worked for a bakery. I could give away the 
occasional muffin to a dissatisfied customer, but if I had done so every 
day, or if I only gave muffins to my friends and cute girls, I would 
have been fired, and the bakery would have borne the responsibility of 
making good with any customers I had slighted via my decisions.


My reading of Christophe's message is that the board trusts the ED to 
know when, and what kind, of consultation is needed. An example that 
fits with my analogy: "Hey boss, I just spilled a full cup of coffee on 
this customer's purse. Yes, it's true I have a crush on her, and I 
realize she's gotten free muffins here in the past. OK with you if I 
give her a muffin anyway? I think it's in the bakery's best interests." 
Then, my boss could make the decision.


One might ask whether that trust is justified, and events from last year 
might even make such a question compelling -- but I think you'll agree, 
in a healthy organization, the board has reason to trust the ED; and I 
don't think we've seen any reason to doubt the current ED's trustworthiness.


All that said, I very much agree with the sense that the Delegation 
resolution was *impolitic*. The board has taken almost no substantive 
action via resolution; above all, it has declined to pursue an 
independent governance evaluation, which you (Pine) and many of us have 
urged. In that context, a single resolution to make its own job easier 
certainly *looks* weird, and *seems* like cause for concern. But in my 
view, Christophe's explanation is satisfactory, and suggests that the 
board wants to proceed in a way that presumes health, rather than 
dysfunction; that may be rather far from the present reality, but it's a 
worthy aspiration. I don't think this one resolution is a problem, 
provided that the board is fully willing to accept responsibility for 
any poor decisions made by its ED.

Stepping back a little, I am wondering if the underlying problem is that
the Board is finding itself overworked, especially keeping in mind that
Board members are not compensated for their time on the WMF Board (though
they do get some limited perks). If overwork is the problem, I would
suggest that there are other ways to address that problem that are less
risky.

I agree with this part, very much.
-Pete
[[User:Peteforsyth]]

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

[Pine W]

Hi Christophe,

You wrote, "This delegates authority, not responsability." Perhaps you
could explain the distinction. It seems to me that the two go hand in hand.

Speaking generally, it sounds to me like the Board has good intentions
here, but there is a lot of room for error and misunderstandings with this
policy, especially given the broad scope of the resolution that MZMcBride
mentioned at the beginning of this thread. I would be more comfortable if
the delegation resolution was amended to provide greater clarity on what
exactly the Board intends to delegate, and the procedure for involving the
Board in consultations with the ED when the ED is proposing changes that
the Board does not wish to review as extensively as it otherwise would.

Stepping back a little, I am wondering if the underlying problem is that
the Board is finding itself overworked, especially keeping in mind that
Board members are not compensated for their time on the WMF Board (though
they do get some limited perks). If overwork is the problem, I would
suggest that there are other ways to address that problem that are less
risky.

Pine


On Mon, Feb 6, 2017 at 12:22 AM, Christophe Henner 
wrote:

> Hey,
>
>
> Sorry, with everything I forgot to answer this thread. So I'll provide a
> general answer if I may. As I've shared back in June, for this year, some
> of my goals include building a strong working relationship between the
> Board and the Executive Director, and helping the Board focus on the most
> important issues in front of them, like movement strategy. Minor changes to
> policy do not require the Board's consideration or approval, and so this
> resolution delegates a certain amount of authority to the Executive
> Director. This delegates authority, not responsability.
>
> In 2004, the Board of Trustees made a decision that certain "global
> policies" should be approved by the Board. At the time, the Board did not
> go into significant detail about what kind of policies they want to
> approve, or what that approval process should look like. This left some
> ambiguity around when the Board needs to be involved in policy changes.
> Since that time, the Wikimedia Foundation Board and staff have also changed
> and grown significantly. The Board is ultimately responsible for governance
> and leadership for the Wikimedia Foundation, so we have to be judicious
> about where we focus.
>
> Under this new resolution, we are explaining that the Executive Director
> has authority to set and change policies for the organization and its work,
> without requiring prior Board approval in most circumstances. The baseline
> is that the Executive Director has authority over policies, unless the
> Board asks otherwise. In some cases (like any changes to the Conflict of
> Interest policy), it's considered good governance for the Board to be
> responsible for these policies. Decisions to change these policies will
> remain with the Board. Other policies (like the internal staff policies)
> will be maintained by staff. For policies on the Wikimedia Projects, we may
> still review and approve them where appropriate. This will be something the
> Board works closely with the Executive Director to determine as part of the
> organization's regular work.
>
> A few other questions have come up in this thread, and I hope it's helpful
> to clarify:
>
> # Who is accountable for policy changes now?
> The Board has delegated some of its authority to set policies, but it will
> still remain just as responsible as if it were making the decisions itself.
> The Foundation and the Board remains accountable, just as they were before.
>
> # How should we be transparent about policy changes?
> We keep track of the Foundation's policies on the Foundation Wiki [1], and
> staff will continue to maintain pages similar to this. Major cross-project
> policies, like the Privacy Policy and Terms of Use, will still be updated
> following an open consultation with notice to the community. Minor changes,
> however, will not need to be ratified by the Board.
>
> # Does this affect the community policy process on projects?
> This resolution does not change anything for community policies. Policies
> that were previously written and enforced by the Wikimedia communities will
> remain that way. The policies that have traditionally undergone
> community consultations will also continue to do so, for example, as we
> have made a commitment to provide advance notice in Section 16 of the Terms
> of Use.
>
> I hope I answered most of the questions, if there's more happy to answer
> them.
>
> Oh and if I'm not answering after a few days, please feel free to ping me
> :)
>
> Have all a good day,
>
> [1] https://wikimediafoundation.org/wiki/Policies
>
> Christophe HENNER
> Chair of the board of trustees
> chen...@wikimedia.org
> +33650664739 <+33%206%2050%2066%2047%2039>
>
> twitter *@schiste*skype *christophe_henner*
>
>
>
> On Mon, Feb 6, 2017 at 5:15 AM, 

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

[Christophe Henner]

Hey,


Sorry, with everything I forgot to answer this thread. So I'll provide a
general answer if I may. As I've shared back in June, for this year, some
of my goals include building a strong working relationship between the
Board and the Executive Director, and helping the Board focus on the most
important issues in front of them, like movement strategy. Minor changes to
policy do not require the Board's consideration or approval, and so this
resolution delegates a certain amount of authority to the Executive
Director. This delegates authority, not responsability.

In 2004, the Board of Trustees made a decision that certain "global
policies" should be approved by the Board. At the time, the Board did not
go into significant detail about what kind of policies they want to
approve, or what that approval process should look like. This left some
ambiguity around when the Board needs to be involved in policy changes.
Since that time, the Wikimedia Foundation Board and staff have also changed
and grown significantly. The Board is ultimately responsible for governance
and leadership for the Wikimedia Foundation, so we have to be judicious
about where we focus.

Under this new resolution, we are explaining that the Executive Director
has authority to set and change policies for the organization and its work,
without requiring prior Board approval in most circumstances. The baseline
is that the Executive Director has authority over policies, unless the
Board asks otherwise. In some cases (like any changes to the Conflict of
Interest policy), it's considered good governance for the Board to be
responsible for these policies. Decisions to change these policies will
remain with the Board. Other policies (like the internal staff policies)
will be maintained by staff. For policies on the Wikimedia Projects, we may
still review and approve them where appropriate. This will be something the
Board works closely with the Executive Director to determine as part of the
organization's regular work.

A few other questions have come up in this thread, and I hope it's helpful
to clarify:

# Who is accountable for policy changes now?
The Board has delegated some of its authority to set policies, but it will
still remain just as responsible as if it were making the decisions itself.
The Foundation and the Board remains accountable, just as they were before.

# How should we be transparent about policy changes?
We keep track of the Foundation's policies on the Foundation Wiki [1], and
staff will continue to maintain pages similar to this. Major cross-project
policies, like the Privacy Policy and Terms of Use, will still be updated
following an open consultation with notice to the community. Minor changes,
however, will not need to be ratified by the Board.

# Does this affect the community policy process on projects?
This resolution does not change anything for community policies. Policies
that were previously written and enforced by the Wikimedia communities will
remain that way. The policies that have traditionally undergone
community consultations will also continue to do so, for example, as we
have made a commitment to provide advance notice in Section 16 of the Terms
of Use.

I hope I answered most of the questions, if there's more happy to answer
them.

Oh and if I'm not answering after a few days, please feel free to ping me :)

Have all a good day,

[1] https://wikimediafoundation.org/wiki/Policies

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

twitter *@schiste*skype *christophe_henner*



On Mon, Feb 6, 2017 at 5:15 AM, Pine W  wrote:

> Christophe,
>
> Would you provide us an update on this topic, please?
>
> Pine
>
>
> On Fri, Jan 13, 2017 at 2:23 PM, Pine W  wrote:
>
> > Hi Christophe,
> >
> > Now that the end-of-Western-year holidays are behind us, I'm bumping this
> > thread in the hope that you'll respond to the points that I made in my
> > email from December 23rd.
> >
> > Thanks,
> >
> > Pine
> >
> >
> > On Fri, Dec 23, 2016 at 9:31 PM, Pine W  wrote:
> >
> >> 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
> >> 

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

[Pine W]

Christophe,

Would you provide us an update on this topic, please?

Pine


On Fri, Jan 13, 2017 at 2:23 PM, Pine W  wrote:

> Hi Christophe,
>
> Now that the end-of-Western-year holidays are behind us, I'm bumping this
> thread in the hope that you'll respond to the points that I made in my
> email from December 23rd.
>
> Thanks,
>
> Pine
>
>
> On Fri, Dec 23, 2016 at 9:31 PM, Pine W  wrote:
>
>> 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 

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

[Rogol Domedonfors]

The ostensible rationale for this change, according to the Board chair was
"Basically it's making the legal team life's easier when they need to do
small and/or quick changes. They don't have to go through the whole
resolution process to change a comma."

The new donor privacy policy has been explicitly enacted by the ED under
this dispensation.  The new policy is twice the length of the old one.
That's a lot of commas.


On Fri, Jan 13, 2017 at 10:23 PM, Pine W  wrote:

> Hi Christophe,
>
> Now that the end-of-Western-year holidays are behind us, I'm bumping this
> thread in the hope that you'll respond to the points that I made in my
> email from December 23rd.
>
> Thanks,
>
> Pine
>
>
> On Fri, Dec 23, 2016 at 9:31 PM, Pine W  wrote:
>
> > 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
> >> 

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

[Pine W]

Hi Christophe,

Now that the end-of-Western-year holidays are behind us, I'm bumping this
thread in the hope that you'll respond to the points that I made in my
email from December 23rd.

Thanks,

Pine


On Fri, Dec 23, 2016 at 9:31 PM, Pine W  wrote:

> 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 

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

[James Salsman]

Christophe, I agree with your statements:

> That resolution provides staff the liberty to do their work more
> efficiently. It doesn't remove our duty of oversight.

Would a requirement to publish policy changes at least, say, a month
before they go into effect along with a complete rationale allow
nearly the same efficiency while immunizing the staff against
hypothetical National Security Letters which would otherwise require
them to violate existing policies?

While I am asking you, would you please determine the Board's level of
interest in moving general investments into e.g. Vanguard's endowment
fund and/or other endowment grade mutual fund(s), please? How about an
independent study of supply side and trickle down bias in the top-20
Wikipedias' economics articles? Thank you for your kind service.

Best regards,
Jim Salsman

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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 

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

[Rogol Domedonfors]

It seems that the Chairman of the Board "fail[s] to see what community
input could have brought" to its decision to "delegate[] the authority to
adopt, alter, and revoke policies to the Executive Director," the purpose
of which was "making the legal team life's easier when they need to dosmall
and/or quick changes. They don't have to go through the wholeresolution
process to change a comma".

Points that members of the community might have made include:

1. The resolution as adopted is without limitation and far broader than
needed to achieve its intended effect. A limiting clause could and should
have been inserted such as "Changes shall be made only for the purpose of
clarification, or in cases of immediate necessity, and reported to the
Board at the earliest opportunity: they shall cease to have effect at the
next meeting of the Board unless approved by the Board at that meeting.

*"*
*2.  *The resolution does not provide transparency as to (a) what policies
are imposed by the Executive Director or her sub-delegates or (b) who those
authorised sub-delegates are.  Point (a) would have been secured by a
clause stating "The Executive Director shall maintain the details of
policies adopted, altered, or revoked under this authority and publish them
at [a suitable location] and no such policy shall be effective until so
published."  Point (b) would have been secured by a clause stating "The
Executive Director shall maintain a list of persons authorised to adopt,
alter or revoke policies and publish that list at [a suitable location].
No statement by a person not on that list shall be, or claim to be, a
policy of the Foundation, and nothing shall be a policy of the Foundation
unless  expressly stated to be so by a person on that list".

Presumably the Board considered these points explicitly in their own
private delberations -- I make that assumption since the Chair is confident
that it is impossible for the community to have contributed anything to the
deliberations that the Board in their own collective wisdom were not
already cognisant of.

The result is that the Board have handed unlimited authority to the
executive to make policy, and the community have no way of knowing what
that policy now is, or who is accountable for making it.  We presume that
was the Board's intention.  Why do they believe this is a good idea in
general, or compatible with their commitment to transparency in particular?

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

[MZMcBride]

Christophe Henner wrote:
>Basically it's making the legal team life's easier when they need to do
>small and/or quick changes. They don't have to go through the whole
>resolution process to change a comma.
>
>We're still informed and are talking with staff about those changes.
>
>As for responsibility, we decided to delegate responsibility, but at the
>end of the day we still will have to answer the community's question :)

Hi Christophe,

Thank you for your replies in this thread so far. I'm still confused about
this resolution and its impact.

Were there a lot of regular changes needed to policies, so much so that
the Board had a backlog of some kind? If the changes were as small as you
suggest, such as punctuation tweaks, I would think these would be quick
and easy for the Board to review and approve. If there are regular and
more substantive policy changes happening, I'd like to better understand
why these changes are happening. And I'd like to better understand why
eliminating review and approval by the Board of Trustees for substantive
policy changes is a good thing.

You mention legal staff and lawyers, but for many people, I don't think
it's very comforting to know that you're making it easier for lawyers to
make changes to these policies. While I'm sure the legal staff at the
Wikimedia Foundation is great, I think there's a lot of benefit to having
the somewhat elected (err, selected) Board review and approve policy
changes that affect every Wikimedia wiki. Why would we change this?

It seems worth pointing out that the Wikimedia Foundation General Counsel
position is currently vacant, so when you mention the legal team wanting
to make policy changes, many wonder who specifically is wanting to make
changes and why.

More to the point, while this e-mail thread mentions the legal team, the
resolution is far broader than that. The Executive Director could appoint
a Wikimedia Foundation intern or even an outside contractor as the
responsible party for a global policy now, with the unchecked power to
alter, revoke, or change the terms? Anyone who reads through this PDF from
November 2016 can see that this is not exactly a theoretical concern:
. There are
people who want to enact and enforce their policies across Wikimedia wikis
and the Board of Trustees has now greatly expanded the group of people who
can alter global policies. This is a pretty big and sudden shift.

To Lodewijk's point about consultation and notification, was/is the Board
of Trustees planning to announce this seemingly large and significant
change to the affected Wikimedia communities?

MZMcBride



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

[Lodewijk]

Hi Chris,

I'd argue instead that we should strive to a consultation model or
structure so that it doesn't cost so much time and energy, that we limit it
to huge and obvious issues.

This is a very broadly phrased resolution, that I cannot out of hand
oversee the consequences of. The core of the resolution is: "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;". The balancing
statement only speaks of policies for the Wikimedia Foundation. A possible
reading of this would be that the board now delegated basically all
authority (which is mostly symbolic, I guess) over community and
affiliation issues to the ED. It is unclear if this, for example, includes
affiliation approval.

Best,
Lodewijk

2016-12-22 14:19 GMT+01:00 Chris Keating :

> Personally I'd argue that WMF should only spend their (and everyone's) time
> and energy on consultation when it's a substantive issue.
>
> Chris
>
>
> On Thu, Dec 22, 2016 at 9:59 AM, Lodewijk 
> wrote:
>
> > Hi Christophe,
> >
> > I'm afraid that does not answer my question. If it changes absolutely
> > nothing, it would be an unnecessary resolution. So surely there is
> > *something* that changes (and that doesn't have to be a bad thing), such
> as
> > improved clarity or legal certainty. But probably you're right - and this
> > is more symbolic than anything else. And in that sense your response also
> > feels more symbolic than anything else.
> >
> > If your statement 'I fail to see what community input could have brought'
> > truly reflects your opinion, that is quite saddening, and what I feared
> but
> > did not want to assume. It would be honest though, because it implies
> that
> > you wouldn't have changed your mind no matter what unimagined facts and
> > arguments the community may have come up with.
> >
> > The argument that the decision makers cannot imagine what the
> stakeholders
> > could bring to the discussion reflects an attitude that you have all the
> > facts - a denial that there may be things that you don't know to not
> know.
> >
> > I hope this is an unfortunate glitch (which can happen).
> >
> > Best,
> > Lodewijk
> >
> > 2016-12-22 8:13 GMT+01:00 Christophe Henner :
> >
> > > Hey,
> > >
> > > I feel there might be a misunderstanding here :)
> > >
> > > Legal team has, for a long time now, always worked with the community
> on
> > > policy updates.
> > >
> > > I don't see that changing.
> > >
> > > This is a technical / legal delegation. I fail to see what community
> > input
> > > could have brought. We needed to be able to make changes to policies
> more
> > > easily, it is now possible.
> > >
> > > Does this mean it changes everything else, no.
> > >
> > > Le 21 déc. 2016 11:24 PM, "Lodewijk"  a
> > > écrit :
> > >
> > > Hi Christophe, all,
> > >
> > > I wonder, was there an urgency to pass this resolution, or did I miss
> the
> > > invitation for community members to give input on this proposal? It
> > doesn't
> > > look particularly sensitive so that it couldn't be shared in advance.
> It
> > > has potentially direct impact on the functioning of the community.
> Seems
> > > like a typical example where requesting input could be valuable. So I'd
> > > like to understand the thinking behind the chosen process a little
> > better.
> > >
> > > Basically I'd have liked the discussion in this thread to have been
> part
> > of
> > > the considerations, rather than a response to the resolution.
> > >
> > > Thanks,
> > > Lodewijk
> > >
> > > 2016-12-21 4:45 GMT+01:00 Christophe Henner :
> > >
> > > > Hi Pine,
> > > >
> > > > If you don't mind I will address your different points separately.
> > > >
> > > > 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.
> > > >
> > > > 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

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

[Chris Keating]

Personally I'd argue that WMF should only spend their (and everyone's) time
and energy on consultation when it's a substantive issue.

Chris


On Thu, Dec 22, 2016 at 9:59 AM, Lodewijk 
wrote:

> Hi Christophe,
>
> I'm afraid that does not answer my question. If it changes absolutely
> nothing, it would be an unnecessary resolution. So surely there is
> *something* that changes (and that doesn't have to be a bad thing), such as
> improved clarity or legal certainty. But probably you're right - and this
> is more symbolic than anything else. And in that sense your response also
> feels more symbolic than anything else.
>
> If your statement 'I fail to see what community input could have brought'
> truly reflects your opinion, that is quite saddening, and what I feared but
> did not want to assume. It would be honest though, because it implies that
> you wouldn't have changed your mind no matter what unimagined facts and
> arguments the community may have come up with.
>
> The argument that the decision makers cannot imagine what the stakeholders
> could bring to the discussion reflects an attitude that you have all the
> facts - a denial that there may be things that you don't know to not know.
>
> I hope this is an unfortunate glitch (which can happen).
>
> Best,
> Lodewijk
>
> 2016-12-22 8:13 GMT+01:00 Christophe Henner :
>
> > Hey,
> >
> > I feel there might be a misunderstanding here :)
> >
> > Legal team has, for a long time now, always worked with the community on
> > policy updates.
> >
> > I don't see that changing.
> >
> > This is a technical / legal delegation. I fail to see what community
> input
> > could have brought. We needed to be able to make changes to policies more
> > easily, it is now possible.
> >
> > Does this mean it changes everything else, no.
> >
> > Le 21 déc. 2016 11:24 PM, "Lodewijk"  a
> > écrit :
> >
> > Hi Christophe, all,
> >
> > I wonder, was there an urgency to pass this resolution, or did I miss the
> > invitation for community members to give input on this proposal? It
> doesn't
> > look particularly sensitive so that it couldn't be shared in advance. It
> > has potentially direct impact on the functioning of the community. Seems
> > like a typical example where requesting input could be valuable. So I'd
> > like to understand the thinking behind the chosen process a little
> better.
> >
> > Basically I'd have liked the discussion in this thread to have been part
> of
> > the considerations, rather than a response to the resolution.
> >
> > Thanks,
> > Lodewijk
> >
> > 2016-12-21 4:45 GMT+01:00 Christophe Henner :
> >
> > > Hi Pine,
> > >
> > > If you don't mind I will address your different points separately.
> > >
> > > 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.
> > >
> > > 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
> > >
> > > 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 :)
> > >
> > > I hope I answered your questions.
> > >
> > > [1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_
> > > Board_Governance_Committee
> > >
> > >
> > >
> > >
> > > Christophe HENNER
> > > Chair of the board of trustees
> > > chen...@wikimedia.org
> > > +33650664739 <+33%206%2050%2066%2047%2039>
> > >
> > > twitter *@schiste*skype 

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

[Lodewijk]

Hi Christophe,

I'm afraid that does not answer my question. If it changes absolutely
nothing, it would be an unnecessary resolution. So surely there is
*something* that changes (and that doesn't have to be a bad thing), such as
improved clarity or legal certainty. But probably you're right - and this
is more symbolic than anything else. And in that sense your response also
feels more symbolic than anything else.

If your statement 'I fail to see what community input could have brought'
truly reflects your opinion, that is quite saddening, and what I feared but
did not want to assume. It would be honest though, because it implies that
you wouldn't have changed your mind no matter what unimagined facts and
arguments the community may have come up with.

The argument that the decision makers cannot imagine what the stakeholders
could bring to the discussion reflects an attitude that you have all the
facts - a denial that there may be things that you don't know to not know.

I hope this is an unfortunate glitch (which can happen).

Best,
Lodewijk

2016-12-22 8:13 GMT+01:00 Christophe Henner :

> Hey,
>
> I feel there might be a misunderstanding here :)
>
> Legal team has, for a long time now, always worked with the community on
> policy updates.
>
> I don't see that changing.
>
> This is a technical / legal delegation. I fail to see what community input
> could have brought. We needed to be able to make changes to policies more
> easily, it is now possible.
>
> Does this mean it changes everything else, no.
>
> Le 21 déc. 2016 11:24 PM, "Lodewijk"  a
> écrit :
>
> Hi Christophe, all,
>
> I wonder, was there an urgency to pass this resolution, or did I miss the
> invitation for community members to give input on this proposal? It doesn't
> look particularly sensitive so that it couldn't be shared in advance. It
> has potentially direct impact on the functioning of the community. Seems
> like a typical example where requesting input could be valuable. So I'd
> like to understand the thinking behind the chosen process a little better.
>
> Basically I'd have liked the discussion in this thread to have been part of
> the considerations, rather than a response to the resolution.
>
> Thanks,
> Lodewijk
>
> 2016-12-21 4:45 GMT+01:00 Christophe Henner :
>
> > Hi Pine,
> >
> > If you don't mind I will address your different points separately.
> >
> > 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.
> >
> > 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
> >
> > 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 :)
> >
> > I hope I answered your questions.
> >
> > [1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_
> > Board_Governance_Committee
> >
> >
> >
> >
> > Christophe HENNER
> > Chair of the board of trustees
> > chen...@wikimedia.org
> > +33650664739 <+33%206%2050%2066%2047%2039>
> >
> > twitter *@schiste*skype *christophe_henner*
> >
> >
> >
> > On Wed, Dec 21, 2016 at 4:14 AM, Pine W  wrote:
> >
> > > Hi Christophe,
> > >
> > > I wish it was true that the Board is required to answer the community's
> > > questions, but that isn't the case. WMF isn't a membership
> organization,
> > > there isn't a policy that requires the Board to be responsive to
> > community
> > > input and questions, and the community has limited ability to influence
> > 

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

[Christophe Henner]

Hey,

I feel there might be a misunderstanding here :)

Legal team has, for a long time now, always worked with the community on
policy updates.

I don't see that changing.

This is a technical / legal delegation. I fail to see what community input
could have brought. We needed to be able to make changes to policies more
easily, it is now possible.

Does this mean it changes everything else, no.

Le 21 déc. 2016 11:24 PM, "Lodewijk"  a écrit :

Hi Christophe, all,

I wonder, was there an urgency to pass this resolution, or did I miss the
invitation for community members to give input on this proposal? It doesn't
look particularly sensitive so that it couldn't be shared in advance. It
has potentially direct impact on the functioning of the community. Seems
like a typical example where requesting input could be valuable. So I'd
like to understand the thinking behind the chosen process a little better.

Basically I'd have liked the discussion in this thread to have been part of
the considerations, rather than a response to the resolution.

Thanks,
Lodewijk

2016-12-21 4:45 GMT+01:00 Christophe Henner :

> Hi Pine,
>
> If you don't mind I will address your different points separately.
>
> 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.
>
> 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
>
> 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 :)
>
> I hope I answered your questions.
>
> [1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_
> Board_Governance_Committee
>
>
>
>
> Christophe HENNER
> Chair of the board of trustees
> chen...@wikimedia.org
> +33650664739 <+33%206%2050%2066%2047%2039>
>
> twitter *@schiste*skype *christophe_henner*
>
>
>
> On Wed, Dec 21, 2016 at 4:14 AM, Pine W  wrote:
>
> > Hi Christophe,
> >
> > I wish it was true that the Board is required to answer the community's
> > questions, but that isn't the case. WMF isn't a membership organization,
> > there isn't a policy that requires the Board to be responsive to
> community
> > input and questions, and the community has limited ability to influence
> the
> > Board (though I think it is wise for the Board to listen).
> >
> > My perspective is that the 2015 board was not particularly responsive to
> > community (or WMF employees') questions or input, including questions
and
> > input regarding human resources and governance matters. (For example, I
> > still haven't seen a good explanation of why WMF shouldn't undergo a
> > governance review in the wake of Doc James' dismissal; WMF has appeared
> to
> > try to brush that issue under the rug rather than address it with the
> level
> > of transparency and rigor that I feel it deserves.) Thankfully the level
> of
> > responsiveness has improved since 2015, but it's incorrect to say that
> the
> > Board is required to respond to community questions.
> >
> > The vague nature of the resolution as MZMcBride quotes it makes me
> > uncomfortable. I would suggest revising the language of this resolution
> so
> > that it is clearer which kinds of changes the Board will require the
> > Executive Director to submit to the WMF Board for approval. I realize
> that
> > it may seem expedient to grant the Executive Director wide latitude, but
> I
> > feel that the Board should provide more specificity, particularly given
> > what happened when the Board was apparently so lax with the supervision
> of
> > the 

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

[Lodewijk]

Hi Christophe, all,

I wonder, was there an urgency to pass this resolution, or did I miss the
invitation for community members to give input on this proposal? It doesn't
look particularly sensitive so that it couldn't be shared in advance. It
has potentially direct impact on the functioning of the community. Seems
like a typical example where requesting input could be valuable. So I'd
like to understand the thinking behind the chosen process a little better.

Basically I'd have liked the discussion in this thread to have been part of
the considerations, rather than a response to the resolution.

Thanks,
Lodewijk

2016-12-21 4:45 GMT+01:00 Christophe Henner :

> Hi Pine,
>
> If you don't mind I will address your different points separately.
>
> 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.
>
> 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
>
> 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 :)
>
> I hope I answered your questions.
>
> [1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_
> Board_Governance_Committee
>
>
>
>
> Christophe HENNER
> Chair of the board of trustees
> chen...@wikimedia.org
> +33650664739 <+33%206%2050%2066%2047%2039>
>
> twitter *@schiste*skype *christophe_henner*
>
>
>
> On Wed, Dec 21, 2016 at 4:14 AM, Pine W  wrote:
>
> > Hi Christophe,
> >
> > I wish it was true that the Board is required to answer the community's
> > questions, but that isn't the case. WMF isn't a membership organization,
> > there isn't a policy that requires the Board to be responsive to
> community
> > input and questions, and the community has limited ability to influence
> the
> > Board (though I think it is wise for the Board to listen).
> >
> > My perspective is that the 2015 board was not particularly responsive to
> > community (or WMF employees') questions or input, including questions and
> > input regarding human resources and governance matters. (For example, I
> > still haven't seen a good explanation of why WMF shouldn't undergo a
> > governance review in the wake of Doc James' dismissal; WMF has appeared
> to
> > try to brush that issue under the rug rather than address it with the
> level
> > of transparency and rigor that I feel it deserves.) Thankfully the level
> of
> > responsiveness has improved since 2015, but it's incorrect to say that
> the
> > Board is required to respond to community questions.
> >
> > The vague nature of the resolution as MZMcBride quotes it makes me
> > uncomfortable. I would suggest revising the language of this resolution
> so
> > that it is clearer which kinds of changes the Board will require the
> > Executive Director to submit to the WMF Board for approval. I realize
> that
> > it may seem expedient to grant the Executive Director wide latitude, but
> I
> > feel that the Board should provide more specificity, particularly given
> > what happened when the Board was apparently so lax with the supervision
> of
> > the previous Executive Director.
> >
> > Thanks,
> >
> > Pine
> >
> >
> > On Tue, Dec 20, 2016 at 12:48 AM, Christophe Henner <
> chen...@wikimedia.org
> > >
> > wrote:
> >
> > > Hey,
> > >
> > > Basically it's making the legal team life's easier when they need to do
> > > small and/or quick changes. They don't have to go through the whole
> > > resolution process to change a comma.
> > >
> > > We're still informed and are talking with staff about those changes.
> > >
> > > As for 

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

[Dariusz Jemielniak]

hi Craig,

On Wed, Dec 21, 2016 at 5:18 AM, Craig Franklin 
wrote:

> As frustrating as the drama was at the beginning of the year for us, I'd
> prefer to get one well considered story from someone like Dariusz, rather
> than a mishmash of uncoordinated replies that have some inconsequential
> contradictions in them for people to obsess over.  Sometimes too much
> communication begins to obscure the message.
>

Many thanks! I think we should have a conversation e.g. at Wikimania
sometime, in order to seriously reflect on the past and also try to make it
a more generalized learning experience. In fact, such a session, involving
various stakeholders (trustees, staff mebers, chapter representatives,
volunteers, etc.) could be quite useful anyway, and become a sensible
tradition every year.

However, for various reasons, there may be huge gaps in what a historic
narrative can contain. In my personal view, it may be also more useful to
try to focus on learnings for the future.

best,

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

[Benjamin Lees]

On Tue, Dec 20, 2016 at 10:45 PM, Christophe Henner
 wrote:
> 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.

The board has implemented a fairly small number of policies over the
years (and an even smaller number that are actually applicable to the
projects).  As a general rule, our projects are governed by their
communities.  I think people are going to be a little worried about
anything that looks like it might facilitate centralized
policy-making.

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

[Craig Franklin]

As frustrating as the drama was at the beginning of the year for us, I'd
prefer to get one well considered story from someone like Dariusz, rather
than a mishmash of uncoordinated replies that have some inconsequential
contradictions in them for people to obsess over.  Sometimes too much
communication begins to obscure the message.

Cheers,
Craig

On 21 December 2016 at 13:44, Robert Fernandez 
wrote:

> "My perspective is that the 2015 board was not particularly responsive to
> community (or WMF employees') questions or input, including questions and
> input regarding human resources and governance matters. (For example, I
> still haven't seen a good explanation of why WMF shouldn't undergo a
> governance review in the wake of Doc James' dismissal; WMF has appeared to
> try to brush that issue under the rug rather than address it with the level
> of transparency and rigor that I feel it deserves.)"
>
> Have to agree with Pine here.  Some members like Dariusz Jemielniak went
> out of their way to attempt to address community concerns, but as a whole
> their response to the craziness of the last year seems to be silence and
> platitudes.
>
>
>
> On Tue, Dec 20, 2016 at 10:14 PM, Pine W  wrote:
>
> > Hi Christophe,
> >
> > I wish it was true that the Board is required to answer the community's
> > questions, but that isn't the case. WMF isn't a membership organization,
> > there isn't a policy that requires the Board to be responsive to
> community
> > input and questions, and the community has limited ability to influence
> the
> > Board (though I think it is wise for the Board to listen).
> >
> > My perspective is that the 2015 board was not particularly responsive to
> > community (or WMF employees') questions or input, including questions and
> > input regarding human resources and governance matters. (For example, I
> > still haven't seen a good explanation of why WMF shouldn't undergo a
> > governance review in the wake of Doc James' dismissal; WMF has appeared
> to
> > try to brush that issue under the rug rather than address it with the
> level
> > of transparency and rigor that I feel it deserves.) Thankfully the level
> of
> > responsiveness has improved since 2015, but it's incorrect to say that
> the
> > Board is required to respond to community questions.
> >
> > The vague nature of the resolution as MZMcBride quotes it makes me
> > uncomfortable. I would suggest revising the language of this resolution
> so
> > that it is clearer which kinds of changes the Board will require the
> > Executive Director to submit to the WMF Board for approval. I realize
> that
> > it may seem expedient to grant the Executive Director wide latitude, but
> I
> > feel that the Board should provide more specificity, particularly given
> > what happened when the Board was apparently so lax with the supervision
> of
> > the previous Executive Director.
> >
> > Thanks,
> >
> > Pine
> >
> >
> > On Tue, Dec 20, 2016 at 12:48 AM, Christophe Henner <
> chen...@wikimedia.org
> > >
> > wrote:
> >
> > > Hey,
> > >
> > > Basically it's making the legal team life's easier when they need to do
> > > small and/or quick changes. They don't have to go through the whole
> > > resolution process to change a comma.
> > >
> > > We're still informed and are talking with staff about those changes.
> > >
> > > As for responsibility, we decided to delegate responsibility, but at
> the
> > > end of the day we still will have to answer the community's question :)
> > >
> > > Have a good day
> > >
> > > Christophe
> > >
> > >
> > >
> > > Le 20 déc. 2016 6:50 AM, "MZMcBride"  a écrit :
> > >
> > > This is probably of interest to this list.
> > >
> > > https://wikimediafoundation.org/wiki/Delegation_of_policy-
> > making_authority
> > >
> > > ---
> > > Delegation of policy-making authority
> > >
> > > This was approved on December 13, 2016 by the Board of Trustees.
> > >
> > > Whereas, the Board of Trustees has traditionally approved certain
> global
> > > Wikimedia Foundation policies (such as the Privacy Policy and Terms of
> > > Use) as requested during the July 4, 2004 Board meeting
> > > ;
> > >
> > > Whereas, the Wikimedia Foundation Executive Director has authority to
> > > conduct the affairs of the Wikimedia Foundation, which includes
> adopting
> > > and implementing policies;
> > >
> > > 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.
> > >
> > > Approve
> > >
> > >Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz
> > >Jemielniak, Kelly 

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

[Christophe Henner]

Hi Pine,

If you don't mind I will address your different points separately.

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.

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

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 :)

I hope I answered your questions.

[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_
Board_Governance_Committee




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

twitter *@schiste*skype *christophe_henner*



On Wed, Dec 21, 2016 at 4:14 AM, Pine W  wrote:

> Hi Christophe,
>
> I wish it was true that the Board is required to answer the community's
> questions, but that isn't the case. WMF isn't a membership organization,
> there isn't a policy that requires the Board to be responsive to community
> input and questions, and the community has limited ability to influence the
> Board (though I think it is wise for the Board to listen).
>
> My perspective is that the 2015 board was not particularly responsive to
> community (or WMF employees') questions or input, including questions and
> input regarding human resources and governance matters. (For example, I
> still haven't seen a good explanation of why WMF shouldn't undergo a
> governance review in the wake of Doc James' dismissal; WMF has appeared to
> try to brush that issue under the rug rather than address it with the level
> of transparency and rigor that I feel it deserves.) Thankfully the level of
> responsiveness has improved since 2015, but it's incorrect to say that the
> Board is required to respond to community questions.
>
> The vague nature of the resolution as MZMcBride quotes it makes me
> uncomfortable. I would suggest revising the language of this resolution so
> that it is clearer which kinds of changes the Board will require the
> Executive Director to submit to the WMF Board for approval. I realize that
> it may seem expedient to grant the Executive Director wide latitude, but I
> feel that the Board should provide more specificity, particularly given
> what happened when the Board was apparently so lax with the supervision of
> the previous Executive Director.
>
> Thanks,
>
> Pine
>
>
> On Tue, Dec 20, 2016 at 12:48 AM, Christophe Henner  >
> wrote:
>
> > Hey,
> >
> > Basically it's making the legal team life's easier when they need to do
> > small and/or quick changes. They don't have to go through the whole
> > resolution process to change a comma.
> >
> > We're still informed and are talking with staff about those changes.
> >
> > As for responsibility, we decided to delegate responsibility, but at the
> > end of the day we still will have to answer the community's question :)
> >
> > Have a good day
> >
> > Christophe
> >
> >
> >
> > Le 20 déc. 2016 6:50 AM, "MZMcBride"  a écrit :
> >
> > This is probably of interest to this list.
> >
> > https://wikimediafoundation.org/wiki/Delegation_of_policy-ma
> king_authority
> >
> > ---
> > Delegation of policy-making authority
> >
> > This was approved on December 13, 2016 by the Board of Trustees.
> >
> > Whereas, the Board of Trustees has traditionally approved certain global
> > Wikimedia Foundation policies (such as the Privacy Policy and Terms of
> > Use) as requested during the July 4, 2004 Board meeting
> > ;
> >
> > Whereas, the Wikimedia Foundation Executive Director has authority to
> > 

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

[Robert Fernandez]

"My perspective is that the 2015 board was not particularly responsive to
community (or WMF employees') questions or input, including questions and
input regarding human resources and governance matters. (For example, I
still haven't seen a good explanation of why WMF shouldn't undergo a
governance review in the wake of Doc James' dismissal; WMF has appeared to
try to brush that issue under the rug rather than address it with the level
of transparency and rigor that I feel it deserves.)"

Have to agree with Pine here.  Some members like Dariusz Jemielniak went
out of their way to attempt to address community concerns, but as a whole
their response to the craziness of the last year seems to be silence and
platitudes.



On Tue, Dec 20, 2016 at 10:14 PM, Pine W  wrote:

> Hi Christophe,
>
> I wish it was true that the Board is required to answer the community's
> questions, but that isn't the case. WMF isn't a membership organization,
> there isn't a policy that requires the Board to be responsive to community
> input and questions, and the community has limited ability to influence the
> Board (though I think it is wise for the Board to listen).
>
> My perspective is that the 2015 board was not particularly responsive to
> community (or WMF employees') questions or input, including questions and
> input regarding human resources and governance matters. (For example, I
> still haven't seen a good explanation of why WMF shouldn't undergo a
> governance review in the wake of Doc James' dismissal; WMF has appeared to
> try to brush that issue under the rug rather than address it with the level
> of transparency and rigor that I feel it deserves.) Thankfully the level of
> responsiveness has improved since 2015, but it's incorrect to say that the
> Board is required to respond to community questions.
>
> The vague nature of the resolution as MZMcBride quotes it makes me
> uncomfortable. I would suggest revising the language of this resolution so
> that it is clearer which kinds of changes the Board will require the
> Executive Director to submit to the WMF Board for approval. I realize that
> it may seem expedient to grant the Executive Director wide latitude, but I
> feel that the Board should provide more specificity, particularly given
> what happened when the Board was apparently so lax with the supervision of
> the previous Executive Director.
>
> Thanks,
>
> Pine
>
>
> On Tue, Dec 20, 2016 at 12:48 AM, Christophe Henner  >
> wrote:
>
> > Hey,
> >
> > Basically it's making the legal team life's easier when they need to do
> > small and/or quick changes. They don't have to go through the whole
> > resolution process to change a comma.
> >
> > We're still informed and are talking with staff about those changes.
> >
> > As for responsibility, we decided to delegate responsibility, but at the
> > end of the day we still will have to answer the community's question :)
> >
> > Have a good day
> >
> > Christophe
> >
> >
> >
> > Le 20 déc. 2016 6:50 AM, "MZMcBride"  a écrit :
> >
> > This is probably of interest to this list.
> >
> > https://wikimediafoundation.org/wiki/Delegation_of_policy-
> making_authority
> >
> > ---
> > Delegation of policy-making authority
> >
> > This was approved on December 13, 2016 by the Board of Trustees.
> >
> > Whereas, the Board of Trustees has traditionally approved certain global
> > Wikimedia Foundation policies (such as the Privacy Policy and Terms of
> > Use) as requested during the July 4, 2004 Board meeting
> > ;
> >
> > Whereas, the Wikimedia Foundation Executive Director has authority to
> > conduct the affairs of the Wikimedia Foundation, which includes adopting
> > and implementing policies;
> >
> > 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.
> >
> > Approve
> >
> >Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz
> >Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia Tymkiv,
> >and Alice Wiegand
> > ---
> >
> > I wonder how much of this resolution is formalizing what was already
> > happening and how much of this is moving the Wikimedia Foundation in a
> new
> > direction. After a very tumultuous year at the Wikimedia Foundation, this
> > is certainly a notable development.
> >
> > I also wonder in what ways this abrupt change will alter the relationship
> > between the editing communities and the Board of Trustees. The Wikimedia
> > Foundation Board of Trustees seems to be committing itself to downsizing
> > its role and responsibilities. The concern is that a change 

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

[Pine W]

Hi Christophe,

I wish it was true that the Board is required to answer the community's
questions, but that isn't the case. WMF isn't a membership organization,
there isn't a policy that requires the Board to be responsive to community
input and questions, and the community has limited ability to influence the
Board (though I think it is wise for the Board to listen).

My perspective is that the 2015 board was not particularly responsive to
community (or WMF employees') questions or input, including questions and
input regarding human resources and governance matters. (For example, I
still haven't seen a good explanation of why WMF shouldn't undergo a
governance review in the wake of Doc James' dismissal; WMF has appeared to
try to brush that issue under the rug rather than address it with the level
of transparency and rigor that I feel it deserves.) Thankfully the level of
responsiveness has improved since 2015, but it's incorrect to say that the
Board is required to respond to community questions.

The vague nature of the resolution as MZMcBride quotes it makes me
uncomfortable. I would suggest revising the language of this resolution so
that it is clearer which kinds of changes the Board will require the
Executive Director to submit to the WMF Board for approval. I realize that
it may seem expedient to grant the Executive Director wide latitude, but I
feel that the Board should provide more specificity, particularly given
what happened when the Board was apparently so lax with the supervision of
the previous Executive Director.

Thanks,

Pine


On Tue, Dec 20, 2016 at 12:48 AM, Christophe Henner 
wrote:

> Hey,
>
> Basically it's making the legal team life's easier when they need to do
> small and/or quick changes. They don't have to go through the whole
> resolution process to change a comma.
>
> We're still informed and are talking with staff about those changes.
>
> As for responsibility, we decided to delegate responsibility, but at the
> end of the day we still will have to answer the community's question :)
>
> Have a good day
>
> Christophe
>
>
>
> Le 20 déc. 2016 6:50 AM, "MZMcBride"  a écrit :
>
> This is probably of interest to this list.
>
> https://wikimediafoundation.org/wiki/Delegation_of_policy-making_authority
>
> ---
> Delegation of policy-making authority
>
> This was approved on December 13, 2016 by the Board of Trustees.
>
> Whereas, the Board of Trustees has traditionally approved certain global
> Wikimedia Foundation policies (such as the Privacy Policy and Terms of
> Use) as requested during the July 4, 2004 Board meeting
> ;
>
> Whereas, the Wikimedia Foundation Executive Director has authority to
> conduct the affairs of the Wikimedia Foundation, which includes adopting
> and implementing policies;
>
> 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.
>
> Approve
>
>Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz
>Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia Tymkiv,
>and Alice Wiegand
> ---
>
> I wonder how much of this resolution is formalizing what was already
> happening and how much of this is moving the Wikimedia Foundation in a new
> direction. After a very tumultuous year at the Wikimedia Foundation, this
> is certainly a notable development.
>
> I also wonder in what ways this abrupt change will alter the relationship
> between the editing communities and the Board of Trustees. The Wikimedia
> Foundation Board of Trustees seems to be committing itself to downsizing
> its role and responsibilities. The concern is that a change like this will
> reduce accountability when policies are set, unset, and changed by someone
> overseeing a large staff that regularly comes in conflict with an even
> larger set of editing communities. The Executive Director, of course, is
> unelected and has been a central point of repeated controversies recently.
> It's been less than a year since the previous Executive Director resigned
> after being forced out by her staff. In the context of the recent history,
> this resolution is all the more puzzling.
>
> MZMcBride
>
>
>
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Re: [Wikimedia-l] "Delegation of policy-making authority" resolution

[Christophe Henner]

Hey,

Basically it's making the legal team life's easier when they need to do
small and/or quick changes. They don't have to go through the whole
resolution process to change a comma.

We're still informed and are talking with staff about those changes.

As for responsibility, we decided to delegate responsibility, but at the
end of the day we still will have to answer the community's question :)

Have a good day

Christophe



Le 20 déc. 2016 6:50 AM, "MZMcBride"  a écrit :

This is probably of interest to this list.

https://wikimediafoundation.org/wiki/Delegation_of_policy-making_authority

---
Delegation of policy-making authority

This was approved on December 13, 2016 by the Board of Trustees.

Whereas, the Board of Trustees has traditionally approved certain global
Wikimedia Foundation policies (such as the Privacy Policy and Terms of
Use) as requested during the July 4, 2004 Board meeting
;

Whereas, the Wikimedia Foundation Executive Director has authority to
conduct the affairs of the Wikimedia Foundation, which includes adopting
and implementing policies;

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.

Approve

   Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz
   Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia Tymkiv,
   and Alice Wiegand
---

I wonder how much of this resolution is formalizing what was already
happening and how much of this is moving the Wikimedia Foundation in a new
direction. After a very tumultuous year at the Wikimedia Foundation, this
is certainly a notable development.

I also wonder in what ways this abrupt change will alter the relationship
between the editing communities and the Board of Trustees. The Wikimedia
Foundation Board of Trustees seems to be committing itself to downsizing
its role and responsibilities. The concern is that a change like this will
reduce accountability when policies are set, unset, and changed by someone
overseeing a large staff that regularly comes in conflict with an even
larger set of editing communities. The Executive Director, of course, is
unelected and has been a central point of repeated controversies recently.
It's been less than a year since the previous Executive Director resigned
after being forced out by her staff. In the context of the recent history,
this resolution is all the more puzzling.

MZMcBride



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

[MZMcBride]

This is probably of interest to this list.

https://wikimediafoundation.org/wiki/Delegation_of_policy-making_authority

---
Delegation of policy-making authority

This was approved on December 13, 2016 by the Board of Trustees.

Whereas, the Board of Trustees has traditionally approved certain global
Wikimedia Foundation policies (such as the Privacy Policy and Terms of
Use) as requested during the July 4, 2004 Board meeting
;

Whereas, the Wikimedia Foundation Executive Director has authority to
conduct the affairs of the Wikimedia Foundation, which includes adopting
and implementing policies;

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. 

Approve

   Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz
   Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia Tymkiv,
   and Alice Wiegand
---

I wonder how much of this resolution is formalizing what was already
happening and how much of this is moving the Wikimedia Foundation in a new
direction. After a very tumultuous year at the Wikimedia Foundation, this
is certainly a notable development.

I also wonder in what ways this abrupt change will alter the relationship
between the editing communities and the Board of Trustees. The Wikimedia
Foundation Board of Trustees seems to be committing itself to downsizing
its role and responsibilities. The concern is that a change like this will
reduce accountability when policies are set, unset, and changed by someone
overseeing a large staff that regularly comes in conflict with an even
larger set of editing communities. The Executive Director, of course, is
unelected and has been a central point of repeated controversies recently.
It's been less than a year since the previous Executive Director resigned
after being forced out by her staff. In the context of the recent history,
this resolution is all the more puzzling.

MZMcBride



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