Hi Christophe, Thank you for responding to my questions.
> 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. > Perhaps you could explain further how a resolution which says: *"*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." amounts to removing micro-management. To me this looks like a sweeping delegation of authority. Under this resolution, policy changes that the ED and/or his or her delegates make are not subject to advance review by the Board, the Legal Department, the community, or anyone else. This seems highly inadvisable, and I feel that this opens up WMF to legal and reputational risks that are of far greater concern than the value of sparing a few minutes of the Boards' time at meetings to review supposedly minor changes to policies. I would expect the Executive Director to have the authority to execute plans and manage his/her staff as permitted by the policies and resolutions adopted by the Board and as allowed by law, and to create and modify managerial policies for staff (for example, salary schedules and hiring procedures) that are compatible with the Board's policies and resolutions and with the law. I wouldn't expect the Executive Director to have the authority to unilaterally change policies that were adopted by the Board, nor to have the authority to further delegate the authority to change policies that were adopted by the 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 > Thanks for your efforts to communicate and cooperate. You and Natalia have been helpful in improving communications between the community and the Board in 2016. (I agree with Rob that Dariusz was admirably responsive and civil in public in 2015 in difficult circumstances, while others weren't.) I would like to see further developments in this area, such as developments that prevent the community from being surprised by Board resolutions such as the one that we are discussing here. Also, I would like to see consideration of changing WMF to a membership organization as a part of the upcoming strategy process. > > Finally, regarding board governance review, Natalia, as chair of the BGC, > published minutes of our meetings, 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 :) > Thanks, this looks like a promising start. Doing the governance review in parallel with the strategy process, while continuing with regular annual work such as the Annual Plan process, might be a heavy lift for the Board and Katherine, so I encourage careful thinking about the timing of this review. My hunch is that it would be good to start and complete this review within 6 months, with the hope that the results could then be fed into the strategy process which will be continuing for awhile after that. Perhaps you, Katherine, Natalia or others may be able to shed some light on the capacity issue here, as well as the thoughts about the scope, timing, and cost of the governance review. In the governance review, I would like to see a particular focus on (1) a thorough review of the facts of Board members' actions in 2015, (2) an analysis of what can be learned from the facts of 2015, and (3) how WMF governance might become more aligned with and responsive to the community, such as by changing WMF to a membership organization. > I hope I answered your questions. > >  https://meta.wikimedia.org/wiki/Wikimedia_Foundation_ > Board_Governance_Committee > > > Thank you for your interest in trying to align WMF with the community. I appreciate the improvements in Board communications in 2016, and I look forward to further developments in communications and governance. I also look forward to hearing your responses to the community's comments that have been made in this thread. I realize that you may be offline this weekend, and I would prefer a thoughtful response to an immediate one, so I hope to hear back from you sometime within the next several days, perhaps after you have had an opportunity to consult with others as you consider how to respond. Have a nice weekend, and Merry Christmas, Pine _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimediafirstname.lastname@example.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe>