James Heilman <jmh649@...> writes:

> Dear all
> I have been accused of three things:
>    1.
>    Giving staff unrealistic expectations regarding potential board
>    decisions. I have always stated to staff that I only represented 10% of the
>    board and have never given assurances that I could convince other trustees.
>    I would be interested in hearing staff weigh in on this accusation but I
>    consider it unfounded.
>    1.
>    Releasing private board information. I have not made public, private
>    board discussions during my time on the board. I have however pushed for
>    greater transparency both within the WMF and with our communities. I have
>    made myself informed by discussing issues with trusted staff and community
>    members and used independent judgement.
>    1.
>    Publishing the statement about my removal on Wikimedia-l. I was not
>    asked by other board members at any time before its publication to produce
>    a joint statement or to delay publishing the statement I had put together a
>    few days prior. The first proposal to collaborate I believe was by myself
>    here
>    https://lists.wikimedia.org/pipermail/wikimedia-l/2015-December/080502.html
>    I was also not informed that the meeting was going to continue for the
>    purpose of producing such a statement.
> I have always acted in what I believe are the best interests of the
> movement and the WMF.

Hi - my name isn't familiar to most of you,* but I'm another community member 
and I spoke to James when he visited San Francisco a couple months ago. James 
was an early mentor of mine when I was editing medical topics a number of years 
ago, so it was natural for us to meet up for coffee.

As a nonvoting community member of the WMF Audit Committee, I get to see some 
privileged information and talk to the auditors once a year. If I recall 
correctly, James thought I might have been receiving emails about some sort of 
financial situation. When I said no, he didn't reveal any information about what
the situation was, but if I recall correctly he said that the board wasn't 
letting him view some documents.

I'm not a lawyer, but the general rule, mostly codified in state statutes, is 
that all board members have an equally absolute right to inspect and copy all 
books and records. See Martin G. McGuinn Jr. 1966 which notes that "a large 
number of courts have ... termed this right absolute and unqualified". So I 
told him his rights. We've never talked about it since. The announcement of his 
dismissal came as a huge shock to me, but I imagine James asserted his rights 
to some of the board's discomfort.

I did come away with a question mark about what the situation might be and I 
figured I would bring it up at the next audit meeting (which hasn't happened), 
but as a nonvoting member I'm really not in a position to rock the boat or 
demand sensitive information. I can make gentle suggestions and ask questions, 
but I'm really just there as a courtesy. I imagine this message may spell the 
end of my tenure.

Commenting on the three points:

1. Putting a few pieces together, it appears that much of the dispute centers 
around staff relationships. According to 
iscouraged staff were forbidden to communicate to board members, which implies 
that there was also an unwritten rule strongly discouraging board members from 
reaching out to staff as well. Yeah, it's a convention to funnel all 
communication through the ED, but it's not necessarily a good one. In any case, 
the board needs to survey staff (quantitatively and qualitatively) to 
effectively review the Executive Director's performance. Further, this makes WMF
sound like a fear-driven organization ("fear is the mind-killer"). The best 
employees - especially the developers - can easily find other jobs. In any case,
we in the community are free to talk to staff all we - and they - want. It's 
hard to keep things secret in the wiki-world, even if the WMF seems to have done
a pretty good job so far. If necessary, the community can organize a group to 
conduct surveys of willing employees and send it to the board, although I hope 
that won't be necessary.

2. As far as releasing private information, if anyone got something private, you
might think I would have gotten something juicy sitting across a table from 
James, but I didn't. If the WMF had good evidence of disclosing private 
information, you'd think they would have revealed it by this point. Also, while 
there is a convention that "what happens in the boardroom stays in the 
boardroom", my understanding is that non-executive session discussions are not 
confidential. Which is not to suggest that James was describing board meetings 
to people.

3. While James has a great rebuttal, his announcement about his dismissal came 
after the fact, and it isn't worth cluttering up the more important substantive 
conversations with it any more.

Incidentally, on the topic of director democracy and its rarity among nonprofits
,Dent (2014) concluded in the Delaware Journal of Corporate Law that "NPO 
are effectively self-perpetuating. If the director primacists are correct, the 
governance of NPOs should be a model of wise, long-term management effected by 
officers who are clearly subordinate to the board. In fact, however, a 
remarkable consensus of experts on NPOs agrees that their governance is 
generally abysmal, considerably worse than that of for-profit corporations". 
Just because a practice is common doesn't mean it is a best practice.

* I've been editing Wikipedia since 2007 under a pseudonym but joined the 
Wikimedia Audit Committee as a nonvoting community volunteer a year and a half 
ago. I monitor lots of RSS feeds so I noticed a solicitation by the chair Stu 
West and submitted an application  detailing my accounting and board experience.
I monitor but don't really too involved in administrative aspects of Wikipedia. 
If you connect the dots to my username, please keep it to yourself even tho it's
not a big secret.

1. Martin G. McGuinn Jr., Right of Directors to Inspect Corporate Books and 
Records, 11 Vill. L. Rev. 578 (1966). Available at: 

2. Dent, George W., Corporate Governance Without Shareholders: A Cautionary 
Lesson from Non-Profit Organizations (2014). Delaware Journal of Corporate Law 
(DJCL), Vol. 39, No. 1, 2014; Case Legal Studies Research Paper No. 2014-34. 
Available at SSRN: http://ssrn.com/abstract=2481646

Ben Creasy
(posted this through gmane so it might be a little funky. I use RSS to monitor 
the list - no way in hell am I letting a list like this clutter my pristine, 
nearly zero-item inbox)

Wikimedia-l mailing list, guidelines at: 
New messages to: Wikimedia-l@lists.wikimedia.org
Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, 

Reply via email to