As an add-on note to Jimmy's comment, although it again comes with the
specification that I'm not a lawyer, and the only nonprofit governance
experience I have is in California rather than Florida: there's a solid
possibility that board meetings aren't held with the same sort of
non-disclosure agreement that governs many employee relationships, but
rather simply with the understanding that the contents of meetings won't be
disclosed before members of the board have generally agreed to, because all
members of the board are required to act in the best interests of the
corporation, and that's not in the best interests of the corporation under
most circumstances to announce what has happened in a board meeting before
it actually happened.  I presume James was aware of that - when I was a
member of a board with $10m a year in revenue, our counsel made it quite
clear to us that we had a duty generally speaking to disclose information,
even informatin that most of the rest of the board did not think it was in
the corporation's best interests to disclose, if we believed on a personal
level that it as in the best interests of the future of the corporation to
disclose the information (as long it didn't involve breaking contracts in
ways such as the disclosure of why disciplinary action had been taken
against an employee, etc.)

In some ways issues involving board members are signfificantly different
than issues involving employees.  Employee contracts almost always involve
clauses about the privacy of their personnel files etc, whereas this is
relatively rare for board members - the standard for departing board
members is normally something close to "Did they violate their fidicuiary
duties in a way that actually damaged the corporation? If so, disclose.
Are they leaving without cause/accusation of wrongdoing?  If so, disclose
if the departing board member desires disclosure. Are they leaving to go
frolic in a field full of ponies at their private ranch that collects cute
animals, but speculation about why they are leaving is lkely to damage the
corporation?  If so, disclose as much information as is necessary to ensure
speculation over their departure doesn't harm the company, while trying as
hard as you can not t cause them public embarrassment."  In contrast, Asaf
Bartov's contract (I'm picking a 100% random employee just to be clear) is
likely to contain limitations written in to it about what his obligations
would be to WMF if he departed willingly or unwillngly, along with what
WMF's  obligations to him would be - and in practice those will be
limitations that go far beyond the WMF's board's obligations to another
former board member, by my understanding at least.

I have no inside knowledge of what happened to be instigate Dr James'
removal, to be clear.  However, I do know that he ran on a stronger, more
detailed platform than most board candidates tend to take - [1] - and I
suspect that once he was elected to the board, he advocated for that
platform, probably in a stronger way than the WMF board is used to
operating.  I know most Wikimedians I know well supported most or all of
Doc James' platform, often quite strongly.  I hope a statement is released
by the board within the next few days specifying what exact problem Doc
James' presence on the board that caused the unprecedented (for WMF) step
of voting to directly remove a board member (especially when he's one of
only three community members directly elected by the community.  We often
hear people talking in theoreticals about the board being disconnected from
the day-to-day Wikimedian.. I hope that the board's forthcoming statement
makes entirely clear that the reasons for Doc James removal - whatever they
may be - definitely have nothing to do with Doc James advocacy of the
platform he got elected on.

The removal of what is only 1 of 3 directly community elected board reps is
an issue that should be treated with the utmost seriousness, and I really
hope that it turns out the reason for his removal turns out to be one that
justifies such serious action.  It's even more important to clarify the
reasons why James' removal was necessary, because of the sheer number of
other sensitive positions he holds throughout the Wikimedia movement.  I
also find it further concerning that while one community-elected did vote
for the removal, another community elected trustee - Dariusz Jemielniak -
who I personally hold in great respect, has written an excellent
ethnography, and is a full professor of manageml reent at Poland's top
university - voted against the removal.  I suspect that Dariusz' background
means that if it was simply the case that Doc James behavior was somehow
fundamentally incompatible with being a board member, he would've
recognized it and voted to remove.  It makes me bluntly, really nervous, to
see a motion to remove a community trustee who I think is widely suppported
as both being quite competent and having the movement's best interests at
heart pass, but pass with the opposition of Dariusz - someone with whom
I've personally had little interaction with, but who understands the
Wikimedia movement well enough to write an excellent ethnography of it, and
with enough business acumen to become a full, tenured professor of
management at Poland's top b-school, and in the Financial Times top 50
b-schools worldwide.

With an unprecedented decision like the removal of Doc James - and that
removal opposed by 2 of the 3 commuity elected trustees - I really really
hope that there's something not yet missing that makes things make sense.

Kevin Gorman


On Tue, Dec 29, 2015 at 10:02 AM, Nathan <> wrote:

> On Tue, Dec 29, 2015 at 12:47 PM, Newyorkbrad <>
> wrote:
> > I don't think it's been mentioned on this list that Jimmy Wales (one
> > of the board members) commented about this matter today on his En-WP
> > talkpage.  Since I assume many people on this list don't follow that
> > page, I have copied his comment below:
> >
> > "Hi everyone.  I couldn't possibly agree more that this should have
> > been announced with a full and clear and transparent and NPOV
> > explanation.  Why didn't that happen?  Because James chose to post
> > about it before we even concluded the meeting and before we had even
> > begun to discuss what an announcement should say.  WMF legal has asked
> > the board to refrain from further comment until they've reviewed what
> > can be said - this is analogous in some ways to personnel issues.
> > Ideally, you would have heard about this a couple of days from now
> > when a mutual statement by James and the board had been agreed. For
> > now, please be patient.  Accuracy is critically important here, and to
> > have 9 board members posting their own first impressions would be more
> > likely to give rise to confusions. -- Jimbo Wales (talk) 09:35, 29
> > December 2015 (UTC)"
> >
> > I'm not endorsing Jimbo's comment -- or the reverse -- as I frankly
> > find this whole situation strange and unfortunate.  However, it seems
> > relevant and I thought people in this discussion might want to be
> > aware of it..
> >
> > I also agree that the information about the two new board members
> > should be circulated promptly.
> >
> > Newyorkbrad/IBM
> Thanks Brad.
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