Would you provide us an update on this topic, please?


On Fri, Jan 13, 2017 at 2:23 PM, Pine W <> 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 <> 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]
>>> 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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