On Wed, Feb 24, 2016 at 5:23 PM, Denny Vrandecic <dvrande...@wikimedia.org>

> I disagree very much with Dariusz on this topic (as he knows).

I must say I also disagree with you ;).

That is not to say that a community council or membership structure of some
sort might not be good (I think there are some logistical challenges that
are so difficult that it may not be possible... I'd rather us try to deal
with things like global dispute resolution first before we try to think
about some governance council... but the idea is certainly intriguing)  but
I think the idea that  that body is 100% independent or that the board
itself should not/is not speaking for the movement too is missing some of
the point and being far too simplistic for the good of the org and the
movement. I know you don't really mean it this way but it can easily come
across as a bit of "don't look at me if this was bad for the movement I had
to ignore that".

> I think that
> a body that is able to speak for the movement as a whole would be extremely
> beneficial in order to relieve the current Board of Trustees of the
> Wikimedia Foundation from that role. It simply cannot - and indeed, legally
> must not - fulfill this role.

> To make a few things about the Board of Trustees clear - things that will
> be true now matter how much you reorganize it:
> - 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 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.

Whether the board wants it or not it DOES end up serving a leadership role
in the Movement and arguably the top leadership role. Yes it has a
fiduciary responsibility to the org but part of that is it also has a "duty
of obedience". That duty of obedience includes, ensuring the board members
"have a responsibility to be faithful to the organization’s stated mission
and not to act or use its resources in incompatible ways or purposes" in
addition to ensuring the org follows applicable laws. [1] So if we don't
think that the Foundation has to do what's best for the movement as well
then perhaps we should be reevaluating the wording of that mission.

I would say  a non-profit has an obligation to wind itself down if its
mission (and remaining money) is better served elsewhere (as an extreme
example, but one I've certainly seen) or to transfer the copyrights out of
country if that was the right move etc. A duty to the organization does not
meant that you do not have a duty to the movement and so I think it is
wrong to try and side step that under the umbrella of fiduciary
responsibility which is much more then just money and personnel.

[Could say a lot more but probably not useful here and now :) I feel like I
either need to do that over drinks or have a bit more distance between the
current crisis & time to write it all down in a more coherent fashion ]

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