Denny, thanks for sharing your thoughts, and there's a lot I agree with and
more I can empathize with.

What I will disagree on is with the notion that the board has to take the
org's side against the movement by definition. It is my understanding that
the board has the role of oversight of the org -- that is, it's the board's
job to ensure that the Foundation is effectively accomplishing the goals it
was created to perform.

WMF is not a for-profit company where that success boils down to
shareholder price. It's a non-profit founded to improve the world's access
to knowledge.

It's important for us to remember that the WMF is a tool, a means to an
end, not an end of itself. That tool has cracks in it and needs to be
repaired, and it is the board's unique responsibility to ensure that
happens if the executive cannot.

-- brion
On Feb 24, 2016 5:24 PM, "Denny Vrandecic" <> wrote:

> I disagree very much with Dariusz on this topic (as he knows). 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.
> - the Board members that are elected by the communities or through chapters
> represent the voice of the communities or the chapters. That's not the
> case. All Board members are equal, and have the same duties and rights. Our
> loyalty is towards the organization, not towards the constituency that
> voted for us.
> These things are not like this because the Wikimedia Foundation has decided
> in a diabolic plan for world domination to write the rules in such a way.
> These things are so because US laws - either federal or state laws, I am
> not a lawyer and so I might be babbling nonsense here anyway, but this is
> my understanding - requires a Board of Trustees to have these legal
> obligations. This is nothing invented by the WMF in its early days, but
> rather the standard framework for US non-profits.
> Now, sure, you may say that this doesn't really matter, the Foundation and
> the Movement should always be aligned. And where this is usually the case,
> in those few cases where it is not it will lead to a massive burn.
> Once you are on the Board, you do not represent the Communities, the
> Chapters, your favourite Wikimedia project, you are not the representative
> and defender of Wikispecies or the avatar of Wiktionary - no, you are a
> Trustee of the Wikimedia Foundation, and your legal obligations and duties
> are defined by the Bylaws and the applicable state and federal laws.
> So, whoever argues that the Board of Trustees is to be the representative
> of the communities has still to explain to me how to avoid this conundrum.
> Simply increasing the number of community elected seats won't change
> anything in a sustaining way.
> This is why I very much sympathize with the introduction of a new body that
> indeed represents the communities, and whose loyalty is undivided to the
> Movement as a whole. 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. I am quite sure that none of these questions
> are appropriate for the Board of Trustees, but I would love to hear the
> opinion of others on this.
> On Wed, Feb 24, 2016 at 4:35 PM, Denny Vrandecic <
> >
> wrote:
> > Thank you for the diverse input. A few points to Razmy's proposal.
> >
> > I have trouble with suggestions that state "we can ensure diversity by
> > creating regional seats". First, why these regions? What does each region
> > seat represent? Potential readers? Actual readers? Human population at
> > large? Why not number of active editors? Without deciding that we do not
> > know whether the regions you suggest make any sense.
> >
> > Second, why regions at all? How do regions ensure that we have a
> diversity
> > in age? Sex? Gender? Wealth? Religion? Cultural background? Educational
> > background? Diversity has not only the aspect of being from a specific
> > region, there is so much more to that.
> >
> > Also, the increase in number of Trustees makes the Board more expensive
> > and more ineffective. I would be rather unhappy with such an increase. It
> > is hard enough to get anything done at the current size. I would
> appreciate
> > any proposal that reduces the number of Trustees, not increases it.
> >
> >
> >
> > On Wed, Feb 24, 2016 at 1:45 AM, Ramzy Muliawan <
> > > wrote:
> >
> >> >
> >> > This proposal did not attempt to create a developing world-dominated
> >> > Board, nor is a developing world-dominated.
> >> >
> >>
> >> "Nor is a developed world-dominated."
> >>
> >> Sorry, my bad.
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