[Wikimedia-l] Re: Welcoming María Sefidari as a Foundation consultant. :)

[aketon]

Hello again,
Thank you to everyone that has provided valuable feedback. Moving forward, we 
will articulate and follow the best practices that emerge from these important 
discussions and our corresponding review of the attendant policies, procedures, 
and practices. Developing a more clear and consistent policy approach to future 
decisions is important for us.
Maggie had been planning to do a community office hour in July in order to 
avoid conflicting with annual plan discussions and Movement Strategy meetings. 
We’ve decided instead to host that time next week. I’ll be there as General 
Counsel and also as a member of the transition team and am working to see if 
the other members of the Transition Team or Board of Trustees will be able to 
join me so we can discuss any further questions or concerns you may have. I’m 
prioritizing doing this sooner over making sure everyone can attend. It’s less 
notice than we would like to give, but otherwise it would be well into July 
before we’d be able. The time and details will be coming very soon, hopefully 
tomorrow.
Best regards,
Amanda
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[Wikimedia-l] Re: Welcoming María Sefidari as a Foundation consultant. :)

[Florence Devouard]

I believe Jan-Bart post reflect my perspective on the topic. I second.


Florence


PS: I will point out though... for historical perspective, that a rather 
similar situation happened in the early years of the WMF, when Eric 
Moeller chose to resign from his position as board member to be hired by 
Sue Gartner as Deputy Director. The board was not involved in the 
discussion, but was put in front of the "fait-accompli". But those were 
early days.



Le 24/06/2021 à 16:43, Jan-Bart de Vreede a écrit :

Hey

So with all due respect and sympathy for the individuals involved and 
me being unwilling to hurt people I feel it would be worse for me just 
keep quiet.


The Foundation is supposed to be an example of good Governance for our 
entire movement. We (as a movement) have come a long way in the past 
20 years (and that is important: as our organisation and budget grows, 
so do our responsibilities and the critical questions we get from the 
world)


My personal opinion with regards to this announcement it comes down to 
this:


It is NOT good governance to have a current board member suddenly 
resign and then create a situation where that person receives 
compensation for a position that seems to have been created 
specifically for that board member (or at least was not publicly 
posted?).


Even simpler
It is a good practice to create a 12 month waiting period before board 
members of non-profits can become a staff member/paid 
contractor/consultant.


No matter whether or not this is legally or procedurally explainable…

Jan-Bart de Vreede
(Writing this as a personal opinion)



On 23 Jun 2021, at 22:44, Maggie Dennis > wrote:


Hello, all. :)

I hope and trust that everyone is keeping well during these times!

I’m Maggie Dennis, Vice President of the Community Resilience & 
Sustainability group of Wikimedia Foundation, within the Legal 
department. I wanted to announce with pleasure that Maria Sefidari 
has agreed to consult with the Foundation on Movement Strategy and 
the ongoing Board evolution for the upcoming year. Many of us know 
María from her role as the chair of the Wikimedia Foundation Board of 
Trustees, from which she provided invaluable leadership in 
governance, oversight, and fundraising. Others may know her from her 
volunteer work as User:Raystorm 
, in which she has a 
broad range of experience.


María, based in Spain, commenced her assignment with the Foundation 
this week. We intend to tap into her expertise and knowledge of the 
Foundation to support a successful implementation of the Movement’s 
Strategy and to tap into new opportunities. (With her Board work, she 
will be supporting Quim Gil’s team with the Board election and 
helping Margo Lee in improving onboarding, documentation practices, 
and training.) María will report to me as part of our Community 
Resilience & Sustainability group. I’m excited that she accepted our 
offer for a more hands-on assignment, particularly given how 
important all of the work she’ll be supporting is. :) With more than 
15 years of Wikimedia experience, her contributions in the next phase 
will be a tremendous benefit to me and my team as we continue 
settling into our own work on Movement Strategy.


Those of you who are involved with Movement Strategy are used to 
seeing her at related meetings and still will. :) I anticipate María 
will be joining one or more of the Movement Strategy global 
conversations 
this 
weekend. Advertisement alert: maybe you can, too? Here’s more detail 
! 
I myself will be attending at least one of those sessions and look 
forward to seeing some of you there.


Warm regards,
Maggie


--
Maggie Dennis
She/her/hers
Vice President, Community Resilience & Sustainability
Wikimedia Foundation, Inc.
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[Wikimedia-l] Re: Welcoming María Sefidari as a Foundation consultant. :)

[Philip Kopetzky]

Hi SJ!

The 12 month waiting/cooldown period is something that was implemented in
the Good Governance Kodex of Wikimedia Austria in 2014, see
https://meta.wikimedia.org/wiki/Wikimedia_%C3%96sterreich/Good_Governance_Kodex,
with an independent committee consisting of a staff, board and community
representative deciding cases that do not fulfill the 12 months waiting
period.

Best,
Philip

On Thu, 24 Jun 2021 at 16:28, Samuel Klein  wrote:

> Jan-Bart: Spot on.  It is always uplifting to see one of your measured
> notes come over the wire.
>
> Jan-Bart de Vreede  writes:
>
>> The Foundation is supposed to be an example of good Governance for our
>> entire movement. We (as a movement) have come a long way in the past 20
>> years (and that is important: as our organisation and budget grows, so do
>> our responsibilities and the critical questions we get from the world)
>>
>> It is NOT good governance to have a current board member suddenly resign
>> and then create a situation where that person receives compensation for a
>> position that seems to have been created specifically for that board member
>> (or at least was not publicly posted?).
>>
>
> The impact of this increases as the movement grows, and clear
> communication is at a premium. How can we use this moment to model the
> norms we want for the future?  Any *particular* moment can feel like a
> special exception when you are close to it, but the WMF's actions set a
> standard, translated across time and context, more instantly and
> effectively than words.
>
>
>> It is a good practice to create a 12 month waiting period before board
>> members of non-profits can become a staff member/paid contractor/consultant.
>>
>
> A few people mentioned that their own orgs or committees have norms or
> policies around this (Chris, Philip, Tito); could you describe specifics
> that are in place now around the movement?
>
> SJ.
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[Wikimedia-l] Re: Welcoming María Sefidari as a Foundation consultant. :)

[Christophe Henner]

Hi everyone,

I feel the asynchronous discussion prevents from a meaningful discussion to
happen.

Given the situation, I feel it would be appropriate for the board and the
general counsel, who is the executive responsible for governance (and seems
to be the person at the top of this reporting line), to answer questions
from the community so that we can get specific answers and a bettwr
understanding on these important issues.

Also, it is my feeling that this should not involve María, as it's about
the accountability of the sitting trustees and general counsel.

Can we move forward with arranging this discussion?

Thank you in advance for helping moving that topic forward :)

Le jeu. 24 juin 2021 à 7:13 PM, Chris Keating 
a écrit :

>
>
>>
>>
>>> It is a good practice to create a 12 month waiting period before board
>>> members of non-profits can become a staff member/paid contractor/consultant.
>>>
>>
>> A few people mentioned that their own orgs or committees have norms or
>> policies around this (Chris, Philip, Tito); could you describe specifics
>> that are in place now around the movement?
>>
>>
> It's interesting that you mention norms and policies... Wikimedia UK's
> policy on this (1) for instance states
>
> "During the period of trusteeship, and for six months after leaving the
> board, no trustee may without the consent of the board accept any employed
> or remunerated consultancy position with, nor may offer remunerated
> consultancy services to:
>
>- WMUK. Family members of trustees are ineligible for the same period;
>- the Wikimedia Foundation;
>- any organisation with which WMUK has a recent financial connection
>(either as funder or as a recipient of funds or gifts in kind), where the
>connection is significant enough to both parties to give rise to a
>reasonable perception of a current conflict of interest."
>
>
> This is rather more in-depth than the WMF's policy, at least so far as I
> can see. Though not so in-depth as the previous version of the policy,
> which also required seeking the approval of the UK's charity regulator.
>
> Even so, the policy could permit this kind of situation if the Board
> decided to approve the arrangement. However, no sensible Board would do so,
> because of exactly the kind of reaction that you see in this thread.
>
> Chris
>
>
> (1)
> https://wikimedia.org.uk/wiki/Trustee_Conflict_of_Interest_Policy#Employment_and_consultancy
>
>
>
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[Wikimedia-l] Re: Update on Croatian Wikipedia evaluation

[Željko Blaće]

On Mon, Jun 14, 2021 at 10:45 PM Željko Blaće  wrote:
>
> Thank you for publishing this, but in all honesty it feels as a bit
> too little too late.
>
> After a quick reading of the summary I am somewhat disappointed that
> the investigation commissioned by WMF was so reductive in presenting
> the complexity of the situation (it is not all about the language) and
> keeping it content centric *(with very few people/social centric
> observations). WMF also did not reflect on more than a decade of
> itself being a more-less passive observer (if even observer) of
> frustrations of contributors to Wikipedia in Croatian language*
> (calling it Croatian Wikipedia is a part of the problem as it adds to
> the nation-state perception of Wikipedia). In this decade aspirations
> with UCoC makes me wonder how WMF's lack of action would pass here?
>
> For Wikipedians who spent over a decade asking for help *(many have
> burned out and will not return even now that situation is better) it
> would likely be useful to hear some kind of a sign of apology for the
> lack of interest, oversight and support on the WMF side. As for the
> recommendations presented, these at best may be well intended but also
> seem fairly technocratic in approach and naive at what the capacities
> and conditions of work are in the wider context and in the project
> itself.
>
> Best Z. Blace


Minor update - second biggest TV broadcaster in Croatia covered the story
with few mistakes and good intentions, as well as a naive conclusion
that all is resolved now and also thanks to the research by WMF :-/
https://www.rtl.hr/vijesti-hr/novosti/hrvatska/4057588/hrvatska-wikipedija-napokon-prestaje-biti-leglo-dezinformacija-povijesnog-revizionizma-i-relativiziranja-ratnih-zlocina/

Best Z. Blace
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[Wikimedia-l] Re: Welcoming María Sefidari as a Foundation consultant. :)

[Chris Keating]

>
>
>
>> It is a good practice to create a 12 month waiting period before board
>> members of non-profits can become a staff member/paid contractor/consultant.
>>
>
> A few people mentioned that their own orgs or committees have norms or
> policies around this (Chris, Philip, Tito); could you describe specifics
> that are in place now around the movement?
>
>
It's interesting that you mention norms and policies... Wikimedia UK's
policy on this (1) for instance states

"During the period of trusteeship, and for six months after leaving the
board, no trustee may without the consent of the board accept any employed
or remunerated consultancy position with, nor may offer remunerated
consultancy services to:

   - WMUK. Family members of trustees are ineligible for the same period;
   - the Wikimedia Foundation;
   - any organisation with which WMUK has a recent financial connection
   (either as funder or as a recipient of funds or gifts in kind), where the
   connection is significant enough to both parties to give rise to a
   reasonable perception of a current conflict of interest."


This is rather more in-depth than the WMF's policy, at least so far as I
can see. Though not so in-depth as the previous version of the policy,
which also required seeking the approval of the UK's charity regulator.

Even so, the policy could permit this kind of situation if the Board
decided to approve the arrangement. However, no sensible Board would do so,
because of exactly the kind of reaction that you see in this thread.

Chris


(1)
https://wikimedia.org.uk/wiki/Trustee_Conflict_of_Interest_Policy#Employment_and_consultancy
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[Wikimedia-l] Re: Welcoming María Sefidari as a Foundation consultant. :)

[Adam Wight]

It's nice to read that chapters have been encouraged to tighten up their
governance, avoiding conflicts of interest and so on.  But before we pile
onto this one issue, can we please step back and look at the Wikimedia
Foundation itself?

Technically, none of its Board members are elected.  This is already a red
flag, only made more disturbing by the symbolic elections which are
respected according to the good will of the sitting Board, and which can
and have been reversed on a whim.  Real elections would be governed by
well-understood non-profit law and would be rooted in direct ownership of
the corporation by its members (you, the contributors).  Instead, we have
the Board continuously improvising the rules for "selecting" its new
members, and maintaining a majority of appointed members.

Next, if we're truly concerned with conflicts of interest *outside* of the
narrow yet vague definition in the Bylaws...  Should we talk about a
for-profit wiki farm running at a scale comparable to Wikimedia, funded by
venture capital and plastered with advertisements?  Interestingly, this
wiki farm was started at about the same time that Bomis was forced to
commit to not showing ads on Wikipedia, and many of the same Board members
sat on both the newly formed Wikimedia and the for-profit Board—and still
do.

I can imagine many potential conflicts of interest in this two-wiki
arrangement, most concerning is the possibility that the scope of Wikimedia
could be restricted in order to drive users towards the for-profit.  Then
there's the possibility of building software using donation money, testing
it on volunteers, and then the for-profit getting it for free.  Yet no
conflict of interest statement has been filed in 16 years of sharing Board
members between these sites.  Without a formal declaration of conflict of
interest, our Bylaws give us no tools to prevent corruption.

We don't have to assume any malice here, the point of conflict of interest
is that humans are not rational, they are subject to cognitive dissonance,
and we cannot trust even the best of us to make the right decisions when
our allegiances are split.

Before we try to deny an outgoing Board chair the opportunity to *help* our
movement, perhaps we can look at the many structural issues with WMF
governance?  I understand that most of us are starting their missive with a
positive note of appreciation for María, but this still feels like a
personal attack on a person who just spent c. 8 years of their time
volunteering for us in a high-stress capacity. We want María advising the
Board. This is not a highly-paid executive position. We also want to close
the revolving door and institute other normal, democratic controls.

Adam Wight
[[mw:User:Adamw]]

On Wed, Jun 23, 2021 at 10:45 PM Maggie Dennis 
wrote:

> Hello, all. :)
>
> I hope and trust that everyone is keeping well during these times!
>
> I’m Maggie Dennis, Vice President of the Community Resilience &
> Sustainability group of Wikimedia Foundation, within the Legal department.
> I wanted to announce with pleasure that Maria Sefidari has agreed to
> consult with the Foundation on Movement Strategy and the ongoing Board
> evolution for the upcoming year. Many of us know María from her role as the
> chair of the Wikimedia Foundation Board of Trustees, from which she
> provided invaluable leadership in governance, oversight, and fundraising.
> Others may know her from her volunteer work as User:Raystorm
> , in which she has a broad
> range of experience.
>
> María, based in Spain, commenced her assignment with the Foundation this
> week. We intend to tap into her expertise and knowledge of the Foundation
> to support a successful implementation of the Movement’s Strategy and to
> tap into new opportunities. (With her Board work, she will be supporting
> Quim Gil’s team with the Board election and helping Margo Lee in improving
> onboarding, documentation practices, and training.) María will report to me
> as part of our Community Resilience & Sustainability group. I’m excited
> that she accepted our offer for a more hands-on assignment, particularly
> given how important all of the work she’ll be supporting is. :) With more
> than 15 years of Wikimedia experience, her contributions in the next phase
> will be a tremendous benefit to me and my team as we continue settling into
> our own work on Movement Strategy.
>
> Those of you who are involved with Movement Strategy are used to seeing
> her at related meetings and still will. :) I anticipate María will be
> joining one or more of the Movement Strategy global conversations
> 
> this weekend. Advertisement alert: maybe you can, too? Here’s more detail
> !
> I myself will be attending at least one of those sessions and look forward
> to seeing some of you there.
>
> 

[Wikimedia-l] Re: Welcoming María Sefidari as a Foundation consultant. :)

[Samuel Klein]

Jan-Bart: Spot on.  It is always uplifting to see one of your measured
notes come over the wire.

Jan-Bart de Vreede  writes:

> The Foundation is supposed to be an example of good Governance for our
> entire movement. We (as a movement) have come a long way in the past 20
> years (and that is important: as our organisation and budget grows, so do
> our responsibilities and the critical questions we get from the world)
>
> It is NOT good governance to have a current board member suddenly resign
> and then create a situation where that person receives compensation for a
> position that seems to have been created specifically for that board member
> (or at least was not publicly posted?).
>

The impact of this increases as the movement grows, and clear communication
is at a premium. How can we use this moment to model the norms we want for
the future?  Any *particular* moment can feel like a special exception when
you are close to it, but the WMF's actions set a standard, translated
across time and context, more instantly and effectively than words.


> It is a good practice to create a 12 month waiting period before board
> members of non-profits can become a staff member/paid contractor/consultant.
>

A few people mentioned that their own orgs or committees have norms or
policies around this (Chris, Philip, Tito); could you describe specifics
that are in place now around the movement?

SJ.
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[Wikimedia-l] Re: Welcoming María Sefidari as a Foundation consultant. :)

[Jan-Bart de Vreede]

Hey

So with all due respect and sympathy for the individuals involved and me being 
unwilling to hurt people I feel it would be worse for me just keep quiet.

The Foundation is supposed to be an example of good Governance for our entire 
movement. We (as a movement) have come a long way in the past 20 years (and 
that is important: as our organisation and budget grows, so do our 
responsibilities and the critical questions we get from the world)

My personal opinion with regards to this announcement it comes down to this:

It is NOT good governance to have a current board member suddenly resign and 
then create a situation where that person receives compensation for a position 
that seems to have been created specifically for that board member (or at least 
was not publicly posted?). 

Even simpler
It is a good practice to create a 12 month waiting period before board members 
of non-profits can become a staff member/paid contractor/consultant.

No matter whether or not this is legally or procedurally explainable… 

Jan-Bart de Vreede
(Writing this as a personal opinion)



> On 23 Jun 2021, at 22:44, Maggie Dennis  wrote:
> 
> Hello, all. :) 
> 
> I hope and trust that everyone is keeping well during these times! 
> 
> I’m Maggie Dennis, Vice President of the Community Resilience & 
> Sustainability group of Wikimedia Foundation, within the Legal department. I 
> wanted to announce with pleasure that Maria Sefidari has agreed to consult 
> with the Foundation on Movement Strategy and the ongoing Board evolution for 
> the upcoming year. Many of us know María from her role as the chair of the 
> Wikimedia Foundation Board of Trustees, from which she provided invaluable 
> leadership in governance, oversight, and fundraising. Others may know her 
> from her volunteer work as User:Raystorm 
> , in which she has a broad 
> range of experience.
> 
> María, based in Spain, commenced her assignment with the Foundation this 
> week. We intend to tap into her expertise and knowledge of the Foundation to 
> support a successful implementation of the Movement’s Strategy and to tap 
> into new opportunities. (With her Board work, she will be supporting Quim 
> Gil’s team with the Board election and helping Margo Lee in improving 
> onboarding, documentation practices, and training.) María will report to me 
> as part of our Community Resilience & Sustainability group. I’m excited that 
> she accepted our offer for a more hands-on assignment, particularly given how 
> important all of the work she’ll be supporting is. :) With more than 15 years 
> of Wikimedia experience, her contributions in the next phase will be a 
> tremendous benefit to me and my team as we continue settling into our own 
> work on Movement Strategy.
> 
> Those of you who are involved with Movement Strategy are used to seeing her 
> at related meetings and still will. :) I anticipate María will be joining one 
> or more of the Movement Strategy global conversations 
>  
> this weekend. Advertisement alert: maybe you can, too? Here’s more detail 
> ! I 
> myself will be attending at least one of those sessions and look forward to 
> seeing some of you there.
> 
> Warm regards,
> Maggie
> 
> 
> -- 
> Maggie Dennis
> She/her/hers
> Vice President, Community Resilience & Sustainability
> Wikimedia Foundation, Inc.
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[Wikimedia-l] Re: Welcoming María Sefidari as a Foundation consultant. :)

[Chris Keating]

Hi Amanda,

Thanks for the detailed comments. However, still, this doesn't really help
that much.

>From your email it seems that over several months the WMF has created a new
role which just happens to be ideal for its outgoing Chair to fill, and
indeed could scarcely be filled by anyone else because it so closely
relates to the Board's priorities.

If this is allowed to happen then it raises serious questions about whether
Board members make decisions about the WMF's priorities in order to create
consultancy posts for themselves. As it happens I don't believe that is
what has happened here, but one could be forgiven for drawing that
conclusion. There is a clear appearance of a conflict of interest. And
there is a real risk of undermining the credibility of pretty much any
decision the Board might take in future, if people - the community, donors
or the media - start to believe that those decisions are being taken
because Board members will be eased into paid positions to implement them.

No amount of reassurances that conversations happened in a particular order
can avoid this. The letter and indeed the spirit of the WMF's conflict of
interest policy may have been followed. But the object of the WMF's
conflict of interest policy has not been achieved, quite the opposite. One
can follow a policy and end up making the wrong decision, and that's what's
happened here.

Thanks,

Chris



On Thu, Jun 24, 2021 at 5:51 AM  wrote:

> Hello, All,
> I’m Amanda Keton, the General Counsel of the Foundation, and I’d like to
> clarify some of the questions and comments that have been raised over the
> engagement of María as a Foundation consultant. I want to assure you that
> we carefully followed our policies, compensated this in line with similar
> consultants, and legitimately assessed her as the best person for the role.
> The need. Maria’s engagement comes at a time of transition for both the
> Board and the Foundation executive staff. This is also a time where the
> Community Resilience & Sustainability (CR&S) unit is setting up mechanisms
> to ensure that the Foundation provides seamless service to our growing
> community in its areas of responsibility. As many of you know, that team
> has taken on Movement Strategy due to the transition along with maintaining
> their support of Board elections, the Universal Code of Conduct, and
> leading our cross-departmental approach to supporting a Thriving Movement.
> As a unit, CR&S undertook a needs assessment of the workload ahead. This
> needs assessment revealed gaps in implementation of the Foundation’s
> Movement Strategy and in supporting staff with the ongoing Board selection
> process, upcoming onboarding, and supporting a smooth transition. The team
> currently supporting the Board expansion is quite stretched, monitoring
> multiple channels in many languages. Having another person who can step in
> immediately is tremendously helpful to these efforts. Based on this, CR&S
> considered the necessary skills and expertise for assistance in executing
> this work. While seeking this expertise, numerous factors were considered.
> Some of these factors included experience with the Board, volunteers and
> management. We also considered the qualifications with respect to the
> criteria and role at hand. The unique blend of circumstances at play and
> the importance of moving forward strongly at this time led us to carefully
> assess our needs and explore creative solutions.
> The role. In developing the scope of work for this role, we determined
> that María was a very strong candidate to support this critical work. With
> the transition at the executive level, and at the Board level, Maria brings
> long-term familiarity with the strategy process and strategy conversations
> that is crucial for the Foundation and the movement. Furthermore, she has
> been a big believer and a promoter of the Movement Strategy. We believe she
> can help ensure continuity in that work and can also support Maggie and
> others in the Foundation working to help expand the Board in service of
> bringing additional expertise, representation and capacity.
> Managing a potential conflict of interest. Maria first considered stepping
> down months ago, but she wanted to help navigate the transition at the helm
> of the Board. I followed our Conflict of Interest policy and brought this
> staff idea to the Transition Committee, the Human Resources Committee, and
> ultimately discussed this idea in principle in the last executive session
> of the Board of Trustees -- without Maria. The Board does not generally
> discuss individual contracts, but I wanted to make sure that the Board knew
> about it to respect the spirit of the conflict of interest policy even if
> that would be shortly mitigated by her stepping down from her trusteeship
> for unrelated reasons. I appreciate the concerns that were raised about
> Affiliates receiving different advice. I'm not aware of this, and because I
> want to respond