TLDR version:

We are not yet convinced James was not removed for doing what he was elected to 

I have good faith in everyone involved, and the capacity and intent to withhold 
judgement for a while, but the explanations so far have not helped.  This is 
not transparent enough.  As everyone who's been around for a while knows, lack 
of transparency will cause strife worse than any good faith disagreement.

George William Herbert
Sent from my iPhone

> On Dec 31, 2015, at 5:25 PM, Kevin Gorman <> wrote:
> 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
> elections.
> 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
> Best,
> KG
> -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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