Hi all,

I am forking a discussion on Wikimedia Foundation Board of trustees vacant
appointed seat(s) and turnover at this point.

== The Board members start and end terms (Turnover) ==
I have drafted here three charts indicating the starting and ending of the
terms of the Board members:

https://meta.wikimedia.org/wiki/Template:Wikimedia_Foundation_Board_Governance_Committee/Board_terms

The first chart shows how it will go now, if nothing is changed.

As you can see we have a lot of onboarding / offboarding even without
anything extraordinary happening, and it means that the Board has scarcely
any time to work as a team and concentrate on things beyond looking for new
people and onboarding them.

The picture is "darkened" by the fact that the onboarding process is not
formalized enough and I would rather concentrate on working on improving
the onboarding process, so we have it in place when new members join,
rather then rush to appoint new Trustees.

We had a discussion about it in the Board Governanace Committee (BGC), and
it seems that having less on- and off-boardings-points per year (f.ex., at
Wikimania) should be something to plan for. And less people joining per
year.

The second and third charts illustrate this idea: every year three new
trustees join the Board, with the community-, affiliates- and appointed
seats joining in different years (well, one appointed seat join together
with the affiliates).

Of course the transition period will be a challenge. But it should improve
the workflow.

== Continuity ==
The second and third charts also suggests that the terms are extended. WMF
had a really turbulent last two years, this Board (from my perspective)
needs some time to work together as a group, so (again, my perspective) I
would really love if the terms can be extended, so we can concentrate on
improving how we work and creating / formalizing the processes.

But in case this extension is too much to ask from the current trustees,
I'd rather leave the seats vacant.

== Onboarding and Pool of candidates ==
Just so it is clear to everyone, it is a real challenge if a new trustee
joins. It should not be so. We have started collecting things for a new
Board member to have a smoother onboarding process.

There is also an idea about having Advisory Board working: to not lose the
knowledge we had with every trustee who leaves the Board, but maybe we can
also use this group as a pool of excellent possible candidates to "optimize
the hiring process" [1]. And joining the Advisory Board can also be used to
onboard people gently. Without too much time commitment, working rather on
separate tasks, but already being included in the discussions to some level.

== Discussion ==
I hope it is clear from things I said above, but in case it is not, the
discussion is not finalized yet and I plan to have it decided one way or
another at the Board meeting in a week. It should be decided, so the BGC
can move on with hiring new Board members or concentrate on the improvement
of the hiring and onboarding processes; so the Standing Elections committee
can plan the timeline; so the Chair of the Board can plan the dates for the
Board meetings for the next year etc.

As I have mentioned before, please comment / suggest. I have listed the
problems I myself see from the inside. And my thoughts about that. You can
raise questions and concerns from your points of views. The more issues
discussed, the more informed our decision will be.

If you prefer posting on Meta, please comment / suggest on the relevant
talk pages:
- The Board members start and end terms
<https://meta.wikimedia.org/wiki/Template:Wikimedia_Foundation_Board_Governance_Committee/Board_terms>
- Appointing someone to the vacant appointed seat
<https://meta.wikimedia.org/w/index.php?title=Wikimedia_Foundation_Board_Governance_Committee/Appointing_someone_to_the_vacant_appointed_seat&action=edit&redlink=1>
- Onboarding for new members
<https://meta.wikimedia.org/w/index.php?title=Wikimedia_Foundation_Board_Governance_Committee/Onboarding_for_new_members&action=edit&redlink=1>

And (just in case) please understand that all mentioned above is my
understanding of how things stand and my conclusions on how to move forward
better, based on things I heard from the BGC members and other people I had
talks with. It does not represent the position the BGC is going to
recommend, or the Board will approve. So I would welcome negative and
positive comments equally well.

[1]
https://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/2016-03-16/Op-ed

Best regards,
antanana / Nataliia Tymkiv

*NOTICE: You may have received this message outside of your normal working
hours/days, as I usually can work more as a volunteer during weekend. You
should not feel obligated to answer it during your days off. Thank you in
advance!*


On Thu, Nov 3, 2016 at 1:38 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"
> >> > _______________________________________________
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> >>
> >>
> >>
> >> --
> >> Dan Garry
> >> Lead Product Manager, Discovery
> >> Wikimedia Foundation
> >> _______________________________________________
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