Dan, I disagree. Three points:

1. Rogol explicitly said they *hesitate* to suggest that anybody resign;
nobody on this list has asked her to resign. Best not to exaggerate.

2. It is true that there is a higher level of scrutiny of the board than
there has been in the past. We should not forget that in the last year, the
board or its members:
* Ousted a community-selected member, for reasons generally regarded as
frivolous and insufficient;
* Defamed that same person following his ouster
* Appointed a new member with insufficient vetting, who subsequently had to
resign under pressure
* Lost another community-selected member, who cited reasons he had been
explicitly aware of during his candidacy
* Appointed a member to a community-selected seat who had not, in fact,
been selected by the community (I don't think this was actually a bad move
given the circumstances, but it's worth noting nonetheless)
* Lost an executive director (amid scandal) it had hailed as a perfect
"unicorn" just two years ago

It therefore stands to reason that people will be more critical than usual
of the board's activities. I would argue this is healthy. The board has a
great deal of work to do in regaining the trust it has lost as an
institution. (I'll note that I published some suggestions about actions the
board could take; I have seen no indication that the board even read this
op-ed, much less considered implementing its suggestions.

3. On the specifics mentioned here: Without suggesting that Ms. Battles or
anybody has done anything wrong, it is indeed prudent, as Rogol suggests,
to consider whether this might constitute a COI that directly impedes
important work on Wikimedia's behalf. I'm personally not as worried about
it as Rogol; I take it as a good sign that she has proactively announced it
here, and I trust it will be noted in a more visible location as well. I am
not sure that her area of specialization (finance) is something that would
really suffer from this particular COI. But as important as legal vetting
may be, it remains important that somebody pay attention to the fit of
board members with the general mission of the organization -- and I
wouldn't expect WMF staff lawyers to fill that role. Ordinarily, I think it
would be the board's role to pay attention to that -- but for the reasons
stated above, I think it's worthwhile if others in the movement pay
attention too.


On Wed, Nov 2, 2016 at 3:48 PM, Dan Garry <dga...@wikimedia.org> wrote:

> The mere potential that a conflict of interest may arise in the future is
> not necessarily a reason to resign from the board. This is why we have
> legal counsel such as Stephen and Michelle to determine whether such
> conflicts are serious enough to be inappropriate. We should all be
> satisfied with their opinions that this situation is fine in light of their
> reputation, experience, and credentials; I know I am.
> Minor conflicts of interest sometimes arise. That is normal, and as Kelly
> said, such conflicts can be managed. For example, when it happens, the
> relevant party can do things like recusing themselves from that discussion
> and stepping out of the room until the discussion is complete. This is
> standard procedure adopted by boards of other organisations, and also in
> parts of our movement such as the Arbitration Committees or Funds
> Dissemination Committee.
> Additionally, I am disturbed by the recent trend of seemingly all threads
> involving members of the Board of Trustees inevitably having someone asking
> a trustee to resign. I hope this absurdity does not continue.
> Dan
> On 2 November 2016 at 22:34, Rogol Domedonfors <domedonf...@gmail.com>
> wrote:
> > Congratuations to Kelly Battles on her new job at Quora.  I believe I'm
> > correct in saying that this is a company whose business is to make a
> profit
> > by pursuing its "mission is to share and grow the world’s knowledge".
> > Surely that means that in general the more and better the Wikimedia
> > projects pursue their mission, the more they will undercut Quora's
> > business?  In particular, would not the Knowledge Engine, at least as
> > originally conceived, be very much in direct competition with Quora's
> > question-and-answer model?  It seems to me that Kelly's duty to her new
> > employer is likely to come very clearly into conflict with her duty to
> the
> > Foundation, and while it is posible that this can be managed, will it not
> > seriously diminish her ability to work with the Board on the strategic
> > thinking they are just about to start?  I hestiate to suggest that
> Kelly's
> > best course of action is to step down from the Board but I do believe it
> > needs serious consideration by herself and her fellow Trustees -- it is
> not
> > clear whether it is better for the Board to have another vacancy, or a
> > Trustee who is unable to engage in the strategy-setting which is so bady
> > needed.  Indeed, with two vacancies already, and no clear indication of
> > when or how they will be filled, I suggest that the Board is in a rather
> > awkward position now.
> >
> > "Rogol"
> > _______________________________________________
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> --
> Dan Garry
> Lead Product Manager, Discovery
> Wikimedia Foundation
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