Hi Pine,

If you don't mind I will address your different points separately.

First, the resolution and its context. "Supervising" the ED is indeed a
board duty, but this supervision must not become micro-management. That
resolution provides staff the liberty to do their work more efficiently. It
doesn't remove our duty of oversight.

I feel like you think delegating negates ones ability to provide
supervision, I would tend to think otherwise as delegating free time and
energy to focus on the core roles of a board.

Second, the requirements to answer the community. I'm sorry, here I
answered quite spontaneously, you are right nothing forces us to.

But, as I've said in my candidacy and in public some time I believe we
have, as WMF board, a leadership duty. And I also believe you lead by
example. I've always believed, in the movement, we are all partners. We
need each other to push forward our mission. You treat partners the way
yourself want to be treated by them. That is why I believe it is important
to communicate. It doesn't mean we have to see eye to eye on everything but
that when a question rise we should answer as much as we can. That's
something I've said to nearly everyone who reached out to me in the past
few month privately, my answer perhaps won't be the one you want, but at
least there will be an answer and an explanation every time I can. Like
right now actually :D

Finally, regarding board governance review, Natalia, as chair of the BGC,
published minutes of our meetings[1], and that is a key topic we address
and not push aside. That being said it will be a board review, not one on
that specific event. We will be able to provide more information on that
topic soon I think :)

I hope I answered your questions.

[1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_
Board_Governance_Committee




Christophe HENNER
Chair of the board of trustees
chen...@wikimedia.org
+33650664739 <+33%206%2050%2066%2047%2039>

twitter *@schiste*        skype *christophe_henner*



On Wed, Dec 21, 2016 at 4:14 AM, Pine W <wiki.p...@gmail.com> wrote:

> Hi Christophe,
>
> I wish it was true that the Board is required to answer the community's
> questions, but that isn't the case. WMF isn't a membership organization,
> there isn't a policy that requires the Board to be responsive to community
> input and questions, and the community has limited ability to influence the
> Board (though I think it is wise for the Board to listen).
>
> My perspective is that the 2015 board was not particularly responsive to
> community (or WMF employees') questions or input, including questions and
> input regarding human resources and governance matters. (For example, I
> still haven't seen a good explanation of why WMF shouldn't undergo a
> governance review in the wake of Doc James' dismissal; WMF has appeared to
> try to brush that issue under the rug rather than address it with the level
> of transparency and rigor that I feel it deserves.) Thankfully the level of
> responsiveness has improved since 2015, but it's incorrect to say that the
> Board is required to respond to community questions.
>
> The vague nature of the resolution as MZMcBride quotes it makes me
> uncomfortable. I would suggest revising the language of this resolution so
> that it is clearer which kinds of changes the Board will require the
> Executive Director to submit to the WMF Board for approval. I realize that
> it may seem expedient to grant the Executive Director wide latitude, but I
> feel that the Board should provide more specificity, particularly given
> what happened when the Board was apparently so lax with the supervision of
> the previous Executive Director.
>
> Thanks,
>
> Pine
>
>
> On Tue, Dec 20, 2016 at 12:48 AM, Christophe Henner <chen...@wikimedia.org
> >
> wrote:
>
> > Hey,
> >
> > Basically it's making the legal team life's easier when they need to do
> > small and/or quick changes. They don't have to go through the whole
> > resolution process to change a comma.
> >
> > We're still informed and are talking with staff about those changes.
> >
> > As for responsibility, we decided to delegate responsibility, but at the
> > end of the day we still will have to answer the community's question :)
> >
> > Have a good day
> >
> > Christophe
> >
> >
> >
> > Le 20 déc. 2016 6:50 AM, "MZMcBride" <z...@mzmcbride.com> a écrit :
> >
> > This is probably of interest to this list.
> >
> > https://wikimediafoundation.org/wiki/Delegation_of_policy-ma
> king_authority
> >
> > ---
> > Delegation of policy-making authority
> >
> > This was approved on December 13, 2016 by the Board of Trustees.
> >
> > Whereas, the Board of Trustees has traditionally approved certain global
> > Wikimedia Foundation policies (such as the Privacy Policy and Terms of
> > Use) as requested during the July 4, 2004 Board meeting
> > <https://wikimediafoundation.org/wiki/Meetings/July_4,_2004>;
> >
> > Whereas, the Wikimedia Foundation Executive Director has authority to
> > conduct the affairs of the Wikimedia Foundation, which includes adopting
> > and implementing policies;
> >
> > Resolved, the Board hereby delegates the authority to adopt, alter, and
> > revoke policies to the Executive Director, who may further delegate such
> > authority to Wikimedia Foundation staff as they deem appropriate;
> >
> > Resolved, the Board may continue to review and approve policies for the
> > Wikimedia Foundation upon request to the Executive Director or as
> required
> > by law.
> >
> > Approve
> >
> >    Christophe Henner (Chair), Maria Sefidari (Vice Chair), Dariusz
> >    Jemielniak, Kelly Battles, Guy Kawasaki, Jimmy Wales, Nataliia Tymkiv,
> >    and Alice Wiegand
> > ---
> >
> > I wonder how much of this resolution is formalizing what was already
> > happening and how much of this is moving the Wikimedia Foundation in a
> new
> > direction. After a very tumultuous year at the Wikimedia Foundation, this
> > is certainly a notable development.
> >
> > I also wonder in what ways this abrupt change will alter the relationship
> > between the editing communities and the Board of Trustees. The Wikimedia
> > Foundation Board of Trustees seems to be committing itself to downsizing
> > its role and responsibilities. The concern is that a change like this
> will
> > reduce accountability when policies are set, unset, and changed by
> someone
> > overseeing a large staff that regularly comes in conflict with an even
> > larger set of editing communities. The Executive Director, of course, is
> > unelected and has been a central point of repeated controversies
> recently.
> > It's been less than a year since the previous Executive Director resigned
> > after being forced out by her staff. In the context of the recent
> history,
> > this resolution is all the more puzzling.
> >
> > MZMcBride
> >
> >
> >
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