I talked to James throughout his trusteeship, and I have no doubt that he for a second believed that his fidicuiary duty was towards anyone other than the WMF. Two very different confidentiality issues have been conflated w/r/t Jame's removal: the appropriate level of of confidentiality regarding the KE, a significant movement engineering project (which is not terribly high, imo,) and the appropriate level of confidentiality regarding the concerns of staff members regarding leadership (which is much higher imo, to the point that if James honestly believed that by disclosing a particular piece of information revealed to him by a staff member he would be endangering the possibility of future staff members approaching him with similar concerns, it may be completely appropriate for James to categorically not reveal that information.)
Fidiciuary duty is, unfortunately, an often misunderstood concept. James' duty was not to act how other board members thought he should act, nor how outside counsel thought he should act. To use an EXTREME example, and to be clear, I have no basis to believe this was the case, if Lila had personally committed severely inappropriate personal acts against an individual staff member and in James' best judgement informing outside counsel of that fact could harm the interests of the WMF- e.g., by not having future whistleblowers' be willing to come forward to him, then it would both be unethical and against Jame's fidicicuary duty as a trustee to reveal this information to anyone - be they fellow board members, outside counsel, etc. James is absolutely 100% correct in stating that any attorney retained by the Wikimedia Foundation, whether in-house (e.g., Geoff, Michelle,) or an outside firm, has, as their client, the Wikimedia Foundation - not the staff members in question. If outside counsel thought that they in turn had a duty to their clients (the WMF) to reveal information that James had revealed to them that he had received from a staff member, outside counsel would be acting unethically if they then didn't do so. Jame's description of his events backs up everything he's said publicly previously, with the exception of me adding "new WMF trustees really need better training, and I can suggest nonprofit consultancies to provide such if needed." I find it bloody incredible that James, who was involved in figuring out whether a formal task force was needed, was then excluded from it and expected to suborn his personal judgement (which he cannot legally do) to that of other trustees. I know my involvement in Wikipedia-proper has been at a nadir of late, but I've still been closely following events (and expect that nadir to receed soon.) Ignoring Arnon, and other recent poor decisions, I still have incredibly serious issues with the fact that we have a trustee sitting FOR LIFE (Jimmy) who has been committing defamation per se against James' this entire time, who is in his professional role, a doctor. WMF governance needs a VERY through review, and all of the issues involved in this entire situation - including a trustee for life continually failing his fiduciary duty by committing defamation per se against James - needs a TRANSPARENT outside review as soon as possible, or we face a literally existential threat to WMF's survival. Best, Kevin Gorman On Sat, May 7, 2016 at 9:47 AM, James Heilman <jmh...@gmail.com> wrote: > Denny I never stated that I "was informed at a later point that [my] duty > as a trustee is towards the WMF". I have at all times understood that I > have a duty to the WMF and believe I have at all times fulfilled this duty. > A duty to the foundation; however, does not permit me to act unethically > and one is still required to use their own judgement. > > What I did state was "Note that in later conversations I was informed that > it may not be legal for board members to promise confidentiality to > individual staff, as our ultimate duty is to the WMF as a whole". > > James > > On Fri, May 6, 2016 at 10:10 AM, Nathan <nawr...@gmail.com> wrote: > > > On Fri, May 6, 2016 at 12:03 PM, Denny Vrandečić <vrande...@gmail.com> > > wrote: > > > > > Just a few points of clarification: > > > > > > * I have, to the best of my memory, passed on information only with the > > > understanding of my sources. If any of my sources disagrees with that, > > > please send me a message - I want to know and understand that I made a > > > mistake there. > > > * We are not talking about the information being shared with the whole > > > Board (this was not clear from my account, sorry). No one was asked to > > > forward information to the whole Board. Instead, external legal counsel > > was > > > collecting the documents: they were sent to the lawyers, under > > > attorney-client privilege, not to the whole Board or the Task Force. > > > * I am surprised to see James state that he was informed at a later > point > > > that his duty as a trustee is towards the WMF, although that explains a > > few > > > things. He was sitting in the same room when we received legal training > > at > > > our first Board meeting, and he also signed (and, I assume, read) the > > same > > > documents I had. > > > > > > I am rather sad to see so many assumptions of bad faith. I was hoping > > that > > > by being more open about the events, it would help with transparency > and > > > healing. It was not easy to have this account published in the first > > place, > > > and now I start to see that it was possibly a mistake. > > > > > > It strengthens my resolution to stay away from Wikimedia politics, and > I > > > hope that this will free up the time and energy to get more things > done. > > I > > > am thankful and full of respect for anyone who is willing to deal with > > that > > > topic in a constructive manner. > > > > > > > > Denny, thank you for your summary of events and your willingness to > provide > > information that wasn't widely available. I hope you continue to be > willing > > to do that, even understanding that there is no guarantee that criticism > > will not be part of the result. Talking through these things brings up > > points of confusion and misunderstanding and helps clear them up for > > everyone, and this is a good thing. An example - if the WMF/board hires > an > > outside law firm, the attorney-client privilege is between the WMF and > the > > firm; individual employees are not protected against disclosure of > > information by the firm to the WMF because the employee is not the > client, > > the WMF is. > > _______________________________________________ > > Wikimedia-l mailing list, guidelines at: > > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines > > New messages to: Wikimedia-l@lists.wikimedia.org > > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, > > <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe> > > > > > > -- > James Heilman > MD, CCFP-EM, Wikipedian > > The Wikipedia Open Textbook of Medicine > www.opentextbookofmedicine.com > _______________________________________________ > Wikimedia-l mailing list, guidelines at: > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines > New messages to: Wikimedia-l@lists.wikimedia.org > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, > <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe> > _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe>
