The ostensible rationale for this change, according to the Board chair was
"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."

The new donor privacy policy has been explicitly enacted by the ED under
this dispensation.  The new policy is twice the length of the old one.
That's a lot of commas.


On Fri, Jan 13, 2017 at 10:23 PM, Pine W <wiki.p...@gmail.com> wrote:

> 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.
>
> Thanks,
>
> Pine
>
>
> 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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