Hi everyone, On the process, Kelly notified Katherine and myself about the possibility of conflict shortly after receiving an offer from Quora, in accordance with the Foundation's Conflict of Interest Policy.[1] Kelly wanted to make sure the issue was transparently disclosed to the full Board and the Wikimedia community, and if there were any conflicts, address them directly. She was very explicit about handling this in any way that was best for Wikimedia.
Kelly then met with Michelle and Stephen. They reviewed the Foundation’s conflict of interest rules in depth, and worked with her to develop a plan to manage the potential for a conflict. As you know, our mission is to empower and engage people around the world to collect and develop educational content under a free license[2] or in the public domain, and to disseminate it effectively and globally. We would in fact encourage people to see the benefit in our Trustees having relevant expertise to our mission and operations. In addition to her financial expertise, Kelly now brings the perspective of another organization’s experiences supporting a large, dynamic community of volunteers who create and share knowledge. These volunteers - some of whom are also Wikimedians - are also passionate about the way their platform, product, organization, and community supports them. There are many ways the Foundation, and by extension, the movement, could benefit from learning from Quora’s successes and challenges. Kelly proactively disclosed the issue to the Board officers, the full Board, and the Wikimedia community. Her professional experience as a CFO means that she is conscientious about conflict rules, and ready to do what is best for the Wikimedia movement. The Board of Trustees is fortunate to have her volunteer service, and we are confident that we can address any issues that may arise. Now, on a more personal level, I’m really sad to witness the tone of certain emails in this thread. The Board learned its lessons, and you have here a factual proof about our commitment to be open with you all. Criticism and concerns are, of course, to be voiced, but in a proper manner. With the events we all went through in the past few months, suggesting a Board member should resign and at the same time saying the process was properly followed, is not ok. If there’s one thing we should have learned is that it is when we respect, listen, and pay attention to each other, we can achieve more. I do understand and respect the current higher level of scrutiny on Board actions, but respect is never optional. Best, Christophe [1] https://wikimediafoundation.org/wiki/Conflict_of_interest_policy The Foundation's Conflict of Interest Policy ensures that Board members disclose their possible conflicts to the rest of the Board, and recuse themselves from discussions as appropriate. When Board members raise a potential conflict of interest, we talk with them about their legal duties (which you can read about in the Wikimedia Foundation Board Handbook) and our policies on Conflicts of Interest and Pledge of Personal Commitment. Additionally, we keep an up-to-date questionnaire on potential conflicts, which is also updated on an annual basis with all Board members and reviewed by the General Counsel. The Foundation has recently reviewed our conflict of interest procedures against other comparable non-profit organizations, and I'm confident that our system appropriately thorough and rigorous. [2] https://en.wikipedia.org/wiki/Free_content Christophe HENNER Chair of the board of trustees chen...@wikimedia.org +33650664739 twitter *@schiste* skype *christophe_henner* On Thu, Nov 3, 2016 at 12:38 AM, Pete Forsyth <petefors...@gmail.com> wrote: > In case my blanket "I disagree" left doubt, let me state very clearly -- > I'm not seeking anybody's resignation here. (Just reread Dan's message and > realized it's possible the beginning of my response could be read that way, > though I think I'm pretty clear further down.) > -Pete > > On Wed, Nov 2, 2016 at 4:32 PM, Pete Forsyth <petefors...@gmail.com> > wrote: > > > 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. > > https://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/ > > 2016-03-16/Op-ed ) > > > > 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. > > > > -Pete > > [[User:Peteforsyth]] > > > > 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" > >> > _______________________________________________ > >> > 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> > >> > > >> > >> > >> > >> -- > >> Dan Garry > >> Lead Product Manager, Discovery > >> Wikimedia Foundation > >> _______________________________________________ > >> Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wik > >> i/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/wik > i/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>
