tl;dr: the board did not effectively perform one of their most important
roles (managing the ED); the board (and board candidates) should be talking
about how they will fix that.

[Also, see the very bottom for some relevant disclosures, since I've been
asked after previous postings to this list.]

On Tue, May 3, 2016 at 6:02 PM MZMcBride <> wrote:

> Tim Starling wrote:
> >Board members have a duty to act in the interests of the WMF as a
> >whole, but it does not follow that denying anonymity to whistleblowers
> >is in the best interests of the WMF. In fact, I think this Lila/KF/KE
> >case demonstrates the opposite.
> >
> >I would encourage the Board to extend the current whistleblower policy
> >to provide protection to employees making anonymous complaints via
> >certain intermediaries (such as active Board members), rather than
> >requiring complaints to be made directly to the Chair of the Board;
> >and to specify that the forwarding of such anonymous reports by Board
> >members to the Chair would be permissible.
> >
> >If we want to avoid a repeat of this affair, then employees should be
> >encouraged to communicate serious concerns to the Board as early as
> >possible.
> You mention anonymous complaints and serious concerns, but the current
> whistleblower policy seems to be pretty clear that it only applies to
> laws, rules, and regulations. The text of the policy indicates, to me at
> least, that even alleged violations of other Wikimedia Foundation policies
> would not be covered by the whistleblower policy. Would you extend the
> Wikimedia Foundation whistleblower policy to cover regular (i.e.,
> non-legal and non-regulatory) grievances?
> My understanding is that the Wikimedia Foundation Board of Trustees sought
> out and then appointed a tech-minded chief executive, who came from a tech
> organization, in order to "transform" the Wikimedia Foundation from an
> educational non-profit to be more like a traditional tech company. Many
> employees of the Wikimedia Foundation disagreed with this decision and the
> chief executive made a series of poor hires who ran amok (looking at you,
> Damon), but I don't think anything rose to the level of illegal behavior.
> From my perspective, whether rightfully or wrongfully, the staff mutinied
> and ultimately successfully deposed the appointed executive director. I
> don't see how this whistleblower policy or most variations of it that a
> typical non-profit would enact would really be applicable here.

As MZ says, the problem here is not the whistleblower policy. There should
be other policies and processes to monitor and address non-legal
performance problems with the ED/CEO. Creating and executing on these
policies and processes is one of the key responsibilities of a non-profit

Unfortunately, those policies and processes were not working during my last
six months at the Foundation.

Some things that the board should do to change this situation:

   - *Make the board HR committee effective.* This would involve at least:
   - Simply documenting *who is on the HR committee and how to contact them*.
      Last fall, there was no way for staff to even know who was on the HR
      committee until my repeated questions to *four separate board members*
      led to this edit
      As of when I left, there was still no way to confidentially email the
      entire committee as a group.
      - Using of one of the board's appointed slots to appoint an *HR
      expert*, as has been done in the past with finance. (I assume Arnon
      was an attempt at this. If so, I'm very sorry it did not work out.)
      - Improving *policies* *on staff-board contact*. The whistleblower
      policy is not the right place for this, but it was all the staff had. And
      for board members, the Handbook
      is unfortunately not clear on how to address HR issues. Better policies,
      explaining roles and responsibilities, might have helped both groups.
   - *Monitor organizational health*. This would involve at least:
   - Conducting a *regular engagement survey* with (ideally) a trusted
      neutral reporting results to the board as well as the executive
team. This
      is now in place through HR, but was not done until monitoring of office
      attendance indicated that people hated coming to the office, and tends to
      break down in an executive crisis (since HR may not be trusted).
      - *Exit interviews* with all departing executive staff. To the best
      of my knowledge, the current board did not do this, even after 9-10
      executives departed in the space of a year. This is good
practice even when
      the board has endorsed a "cleaning house" of the executive staff (as may
      have occurred here), since those staff are still likely able to provide
      insight into the performance of the ED that the board may not be able to
      glean themselves.

There are, of course, many other things a board can do to help with these
issues (leading on creation of a clear strategy; putting a staff rep on the
HR committee; regular contact with staff and executives; etc., etc.) But
these are the utter, utter basics that are still, to the best of my
knowledge, unresolved.

Besides the points above, I'd like to see:

   - When I asked board candidates
   what they thought the top responsibilities of the board were, I was hoping
   to see at least one person say "HR". Obviously many votes have been cast,
   but I'd still like to hear the candidates speak about how they will
   effectively fulfill their HR-related responsibilities ("select, evaluate
   and (if necessary) remove the Executive Director
   - The HR committee is supposed to do a yearly self-assessment
   I think the current HR committee and the board should publish that
   self-assessment, and share (*as part of the hiring plan*) how they plan to
   monitor *and support *the next ED's performance.

Slightly more than two cents-


   - After I left, I did not sign a termination or contracting agreement
   with the organization, so I did not become a contractor with the
   organization. I do still speak to many friends within the org, but have not
   discussed this email with them.
   - I was one of the people who spoke to James (as well as other board
   members) about Lila last fall. I appreciate his efforts on behalf of the
   staff, as well as his efforts to protect our confidentiality.
   - My baby was due yesterday, so I probably won't check the list again
   for quite a while. :) Still, hope this is helpful to highlight some
   specific actions the board could be taking.]
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