Hi Christophe,

Now that the end-of-Western-year holidays are behind us, I'm bumping this
thread in the hope that you'll respond to the points that I made in my
email from December 23rd.



On Fri, Dec 23, 2016 at 9:31 PM, Pine W <wiki.p...@gmail.com> wrote:

> 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[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 :)
> 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.
>> [1] 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
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