Denny Vrandecic wrote:
>- the Board members have duties of care and loyalty to the Foundation -
>not to the movement. If there is a decision to be made where there is a
>conflict between the Movement or one of the Communities with the
>Foundation, the Board members have to decide in favor of the Foundation.
>They are not only trained to so, they have actually pledged to do so.

The Wikimedia Foundation Board of Trustees is responsible for the
appointment of the Wikimedia Foundation Executive Director; the
Executive Director carries out the mission of the Wikimedia Foundation
(which is included in the bylaws) on a day-to-day basis. My understanding
is that any decision by the Wikimedia Foundation staff is reviewable by
the Wikimedia Foundation Board of Trustees. In cases of disagreement
between the Wikimedia editing community and the Wikimedia Foundation
staff, the Wikimedia Foundation Board of Trustees is the ultimate
authority. The physical servers are owned and operated by the Wikimedia
Foundation, Inc., which is managed by this Board of Trustees.

The theory of checks and balances worked a lot better when I thought that
some of the Board of Trustees seats were elected, and not simply nominated.

Regarding the current situation within the Wikimedia Foundation, you and
your nine colleagues are most certainly responsible for ensuring that the
Wikimedia Foundation (the corporate entity) can function smoothly. If
large numbers of Wikimedia Foundation staff are unhappy with your group's
Executive Director appointment, that's very clearly your group's and the
Executive Director's problem to immediately resolve.

Given the Wikimedia Foundation's current role in keeping the Wikimedia
Web properties online, if the Wikimedia Foundation Board of Trustees is
failing to keep the Wikimedia Foundation running smoothly, it also becomes
others' problem to immediately resolve.

While I think some of this conversation is interesting and worth having,
the house is currently aflame and the Wikimedia movement (including
Wikimedia Foundation staff and the Wikimedia editing community) awaits
word from the Board of Trustees about whether we'll be putting that fire
out or letting it burn.

It also seems worth noting that the Wikimedia Foundation Board of Trustees
can and does enact resolutions that apply to the Wikimedia editing
community. Most other Wikimedia movement entities, such as Wikimedia
Deutschland or WikiWomen's User Group, do not have this power. The one
exception I could think of was that the Wikimedia movement has enacted
some global policies at Meta-Wiki, but these have less force and effect
than a Board of Trustees resolution.

>- the Board members have fiduciary responsibilities. No, we cannot just
>talk about what we are doing. As said, the loyalty of a Board member is
>towards the organization, not the movement.

I think it would be helpful if the Wikimedia Foundation legal team could
lay out exactly what can and cannot be made public for legal reasons. I
have a feeling that a lot more is being kept private than needs to be.

>I currently do not see any body that in the Wikimedia movement that would
>have the moral authority to discuss e.g. whether Wikiversity should be
>set up as a project independent of the Wikimedia movement, whether
>Wikisource would deserve much more resources, whether Stewards have
>sufficient authority, whether the German Wikimedia chapter has to submit
>itself to the FDC proposal, whether a restart of the Croatian Wikipedia
>is warranted, etc.

The Wikimedia community, and in particular members of the Wikiversity
community, decide whether Wikiversity splits off as a separate project
independent of the Wikimedia movement. Or any other group of people can
take Wikiversity's content (or software!) and reuse it as they see fit.

Whether Wikisource deserves more resources is decided by people
volunteering on the project. It's also a matter for the Wikimedia
Foundation, in the same way that Wikipedia is. Why would you treat
siblings so dissimilarly?

Stewards have sufficient authority over the wikis. I don't think anyone
has an issue with the stewards, but if so, raise the issue on Meta-Wiki.

The current funding structure is such that the German Wikimedia chapter
has to submit to whatever rules the Wikimedia Foundation, Inc. creates in
order to receive money from it. Them's the rules, given how money is
donated. Changing how donations are accepted and then redistributed is a
huge matter. Are you suggesting we re-open that discussion?

The Croatian Wikipedia would be (re)started if LangCom approves it. We
have processes for both starting and closing Wikipedias.


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