Patricio -

I understand that the final decision likely wasn't predecided going in to
the meeting, however, communications responses should have been prepared
for all likely outcomes, including a prepared statement to disseminate
immediately following the removal from the board of Jame Heilman.  Even if
he hadn't announced it himself, it should have been anticipated that people
would realize the removal had occurred - I'm aware of relatively few
WMF-related matters, even at a BoT level, that don't eventually leaked if
they aren't promptly announced.  When you see a candidate who just lost his
election giving a concession speech, he didn't write it after he heard the
election results - he likely had it 99% finalized days or weeks before he
lost the election (and this is true even of candidates who really, truly
expected to win their election.  I was an unpaid WMF comms intern some
years ago, and even then we regularly drafted statements in advance of it
being clear they were needed.  Since WMF comms has only become more
professionalized since my time there, I'm positive that this is still
standard practice for major issues for WMF comms. It might be a good idea
to speak with Katherine or someone else in WMF comms to guide the board in
best practices in communication on issues like this in the future.

Additionally, I'd like to correct you on another point: Florida trustees
don't have an absolute duty of confidentiality.  I suspected this given the
training I was given before being put on the board of a decently large body
incorporated in California, but just confirmed it with a Florida lawyer.
WMF Trustees have fidicuiary duties to the WMF; in practice, the two main
details this encompasses are (a) a duty of loyalty (an obligation to put
the interests of WMF above the interests of themselves and (b) a duty of
care (an obligation to carry out their trustee-related duties in a way that
an ordinary and prudent person would carry out the management of their own
affairs - or if you're a lawyer etc, a an obligation to carry out your
trustee-related duties in a way that a lawyer of average skill and prudence
would.)  Many other duties derive from these two, but don't override them.
Frequently, a duty of confidentiality is involved - for instance,
disclosing material that would hurt WMF in an ongoing lawsuit against WMF
would be a violation of your obligation to maintain confidentiality - but
that obligation only exists (barring an outside contract with another
organization) as a derivative of your duties of loyalty and your duties of
care.  If you believe that prompt disclosure of the details of whatever
happen w/r/t James is in the interests of WMF (examples of why it might be
in the interests of WMF: failing to promptly disclose as many details as
reasonably possible could significantly damage comunity trust in WMF, or
generate significant bad press for WMF,) then you most likely don't only
not have a duty of confidentiality that stops you from closing, you may
actually have a positive duty to disclose depending on how significant you
believe that consequences of failing to disclose would be.

I don't have sekrit knowledge about why James was removed, but knowing him,
and reading your last email, I'm going to venture a guess that James may
have wanted WMF board meetings to be more transparent, or he may have
wanted to seek the counsel of community members not on the board about
issues in front of the board.  In fact, he may have felt that failing to
seek outside advice on some issues or failing to make WMF board meetings in
general would have represented a violation of his fidicuiary duties of
loyalty and care.  I really hope that the Board comes out with a more
complete statement in the immediate future, because speculation about is
going on during a high tension situation like this is never a good thing.
Dariusz would never have opposed his removal if it was 'for cause' if that
cause was something like James violating his fidicuiary duties in the sense
of leaking sensitive details to the press, leaking info to people suing
WMF, engaging in outright theft, etc. I have a feeling that James' removal
did relate to him desiring increased transparency, and that does make me
distinctly nervous,

Andreas: by my reading of that, it would mean that even if he were a
directly elected trustee (and the BoT sees to suggest that he wasn't a
directly elected trustee, but just a community recommended trustee that the
WMF BoT chose to accept) he wouldn't be able to stand in special elections
- e.g., an election to replace his own vacant seat - but seems to suggest
that he would be able to stand in the next set of regular community

Patricio: I would really invite you to talk with Katherine about how best
to handle board communications issues in the future.  This is something
where much more detailed statements should have been prepared in advance,
in case they were needed - if it turned out they weren't needed, it
would've just been a couple hours drafting a statement wasted.  In a crisis
comms situation, the absolute *last* thing you want is for people to be
speculating about what's going on behind the scenes.  If for some reason
you don't want regular WMF staff to be involved in revamping how the BoT
handles communications, you are totally welcome  to hire me to advise the
BoT on comms levels yourself =p, I have relevant crisis comms experience
with several orgs, both movement and non-movement, and would be happy to
sign and follow an NDA, and help ensure that any future board events that
are likely to need movement or external communications are properly
prepared for in advance :p

-Sent from my mobile rather painfully using voice dictation, so please
excuse typos

On Thu, Dec 31, 2015 at 1:54 PM, Matthew Flaschen <
<javascript:_e(%7B%7D,'cvml','');>> wrote:

> On 12/31/2015 08:02 AM, Patricio Lorente wrote:
>> Thank you to everyone who responded to my email about the Board’s recent
>> decision. We recognize this is the Board's first removal of a sitting
>> Trustee, and that has led to questions and perhaps some confusion.
>> I wanted to provide you with some additional information in response to
>> the
>> discussions on this thread.
> Thank you for providing a clearer picture.  I understand the board members
> are bound in what exactly they can say.
> I don't have enough information to agree or disagree with the decision you
> made, but I have a better understanding of its basis.
> Matt Flaschen
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