Re: [Wikimedia-l] [Affiliates] Changes to current chapter and thematic organisation criteria

[Ben Creasy]

Does the Affiliations Committee have a list of existing chapters which do
not meet the proposed criteria? I think we should at least get a sense for
that, and those chapters should be notified and be put on the path to
meeting standards or losing their status.

What's the harm in letting chapters which can't meet the proposed high
standards drop into user group status? This will also force the committee
and board to figure out reasonable requirements. I realize that chapters
have special privileges and the process would be something like a probation
period followed by a graceful revocation of privileges.

I'm not super knowledgeable about this topic, but I've heard that chapters
becoming inactive is a problem. The solution is to anticipate that and
create a process for handling chapter inactivity non-disruptively. What's
the current process?

On Aug 20, 2016 9:50 PM, "Pine W"  wrote:

> > What harm is avoided by eliminating the ambiguity you refer to, Pine?
>
> One of the harms is that aspiring chapters don't know what standards we
> should be aiming to meet, because the standards are vague. Another
> harm is that the Affiliations Committee doesn't have clear criteria to
> apply,
> which means that decisions are likely to be more subjective and
> inconsistent than the decisions would be if there was a more specific
> set of criteria.
>
> As I mentioned in my previous email, I feel that it's okay to have some
> flexibility in the requirements, such as by saying "a chapter must meet
> four of
> the following six criteria" or "this particular requirement may be met in
> one
> or more of the following ways". But those flexible criteria should be
> clearly
> defined.
>
> > How is that damage ameliorated by, as you suggest, re-classifying
> > a chapter as a user group?
>
> I feel that this is a separate issue. There should be no privilege attached
> to
> already being a chapter. It is unfair to apply one set of criteria to
> existing
> chapters, and a much tighter set of criteria to aspiring chapters. Chapter
> status should be linked with a substantial level of current or recent
> activity
> in Wikimedia.
>
> Chapter activity levels may decrease for many reasons, some of which
> are beyond their control, such as if a fire breaks out in their office, or
> if an
> especially strong community organizer leaves the country. If such things
> happen and the activity level or membership level of the organization
> decrease, it is reasonable (if not desirable) to have the organization,
> which
> now would resemble a user group rather than a chapter, actually be
> categorized as a user group until the organization recovers. I would call
> this
> "truth in advertising". It's not comfortable, but it is the reality, and it
> would give the group a strong incentive to re-energize itself and return
> its
> levels of membership and activity to the levels that it once had, rather
> than
> allowing it to keep the privileges of chapter status with few of the
> responsibilities and expectations.
>
> Pine
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Re: [Wikimedia-l] Board level strategic planning?

[Ben Creasy]

he ability to provide fund to an
> > alternative organisation to fulfill that work.
> >
> > Regards
> >
> > Seddon
> >
> > [1]
> >
> https://wikimediafoundation.org/wiki/Resolution:Establishment_of_Endowment
> >
> >
> >
> > > * WMF remains a single point of failure in the Wikimedia network of
> > > affiliates. I am hoping that mitigating the community and affiliate
> > > dependencies on WMF will be addressed in the strategic plan, so that if
> > we
> > > have another mess like we had prior to Katherine, the affiliates and
> > > community will have a plan that can be executed that ensures the
> > viability
> > > of the Wikimedia sites and affiliates without WMF. WMF can fail in many
> > > ways; besides governance meltdowns, lawsuits and hostile political
> > > environments are also risks. The sites and affiliates need to endure
> even
> > > if WMF weakens, loses its way, or dissolves. I hope that we never again
> > > have a repeat of last year and that WMF is healthy in the future, but
> it
> > > would be prudent to have a strategty for the affiliates and community
> to
> > > continue whether or not WMF is with us.
> > >
> > > Thanks again for your post.
> > >
> > > Regards,
> > >
> > > Pine
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> > >
> >
> >
> >
> > --
> > Seddon
> >
> > *Advancement Associate (Community Engagement)*
> > *Wikimedia Foundation*
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-- 
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http://bencreasy.com <http://bencreasy.com?t=email>
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Re: [Wikimedia-l] Board level strategic planning?

[Ben Creasy]

gt;>> very very often in English [[X of Y]] can be written [[Y X]].  ([[List
>>> of French monarchs]] becomes [[French monarchs list]], see:
>>> https://en.wikipedia.org/wiki/Special:Search?search=french+monarchs+list
>>> where the desired article is in 10th place.
>>>
>>> But my point is not to argue for any specific fix.  My point is to
>>> illustrate that there is a real problem with search, that it is
>>> impacting users, and that we should invest in fixing it.
>>>
>>> --Jimbo
>>>
>>>
>>>
>
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Re: [Wikimedia-l] [Wikimedia Announcements] April 2016 minutes for the Board of Trustees

[Ben Creasy]

>Stephen LaPorte  writes:
> 
> Hi all,
> 
> The Board of Trustees has published minutes from the Board meeting on April 
> 22, 2016. You can find the meeting minutes and accompanying documents on the 
> Foundation Wiki: https://wikimediafoundation.org/wiki/Minutes/2016-04

So the confidentiality agreement which was passed seems like it will represent 
a regression in transparency. One of the things I pointed out in the last 
controversy is that it wasn't clear that the non-executive session portion of 
the board meeting was actually confidential. This closes that gap with 1.b. 
and 1.c defining as confidential "the Foundation’s nonpublic plans, strategies, 
budgets, or financial information;" and "nonpublic information shared in 
connection with Board meetings, deliberations, and discussions, including 
nonpublic communications on private mailing lists or private wikis". Why it is 
necessary to have a blanket everything as confidential rather than narrowly 
defining the scope to specifically documents and deliberations is unclear. This 
seems to run contrary to the suggestions which came out of discussions in 
https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_transparency_gap

This effectively silences trustees from offering any information, lest they 
befall what happened to James (who didn't even give any information to his 
constituents, the community, only staff). Historically Samuel Klein and Phoebe 
spoke to the community to some limited degree about their board involvement, 
but I wonder how comfortable a trustee could feel in providing even such 
limited information with this confidentiality agreement in place.

For an example of how this affects our conversations with our elected 
representatives:

Last month, "Geoff and Stephen prepared a draft set of basic best-practice 
recommendations [on governance]". These weren't released publicly as far as I 
am aware. "Maria and Dariusz were tasked with preparing a proposal for a 
lightweight structure to increase transparency" but as far as I am aware we've 
received no color on what this proposal might end up looking like. Someone on 
this list asked Dariuszand he declined to offer details; if I recall correctly 
he said the boardshoulddo what it can internally first. I disagree with this: 
if you do a bunch of work without consulting your stakeholders, there's a good
chance you'llhave to scrap all that work. In the software world we call early 
feedback from the stakeholders "Agile", and it is widely viewed as a superior 
process to long efforts without feedback.

Would Maria and Dariusz even be able to share thoughts on their proposal if 
theyhad provided any initial information in the board room? The way this 
confidentiality agreement reads, once something is discussed in the boardroom, 
it becomes off-limits for public conversation until the Chair approves it. 
The presentation by Geoff and Stephen also seems off-limits, and it's hard to
imagine why this should be treated as proprietary/secret. Or is it public since
we know that such a draft exists?

I really think we need to see the best-practices recommendation that Geoff and 
Stephen presented.

Do we have a champion for transparency left on the board with James gone?

I did like the PDF overview. And I was happy to see that the board ended the
meeting with a no-staff executive session. That's a well-recognized best
practice which really helps the board assert itself and form a more 
consistent voice.


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Re: [Wikimedia-l] What should the board do *now*? [was Re: Account of the events leading to James Heilman's removal]

[Ben Creasy]

Luis Villa  writes:

> 
> tl;dr: the board did not effectively perform one of their most important
> roles (managing the ED); the board (and board candidates) should be talking
> about how they will fix that.
> 

I think one of the key takeaways from this affair is that people should be 
careful about talking the law. There are bright line rules 
written in statute and then there are "duties" (duties of loyalty, duties of 
care). In this case, it appears that the bright line rule of law (absolute 
right of directors to inspect corporate books and records) was probably 
violated while more tenuous legal rules were given heavier weight. I'm also 
not sure that a few board members discussing something together unofficially 
without the entire board is a "conspiracy" as Denny described it, although 
I suppose that opens up a grey area about whether that's some sort of 
official meeting and the rights of board members to know about 
corporate business.

As far as I'm aware, there aren't too many bright line rules regarding abstract 
duties, although some statutes provide some good guidelines (e.g., Uniform 
Prudent Investor Act). After spending several years as a fiduciary for a 
couple different nonprofits and reviewing directors & officer's liability 
insurance as a regulator, I've found that it's no joke that the business 
judgment rule provides significant protection for board members from liability. 
Board members should be thinking more about right and wrong and what makes 
sense rather than abstract legal notions.

Any good legal opinion should be written and cite specific statutes and case 
law. And finding a case where a jury found someone, somewhere, in some specific 
situation was found to be liable for doing or not doing something is not 
necessarily persuasive.

I winced a bit when I saw a while back that Anne/Risker responded to a request 
for more details on the Executive Director's performance by saying that such 
information was basically sacrosant and something to the effect of how it might 
even be protected by some sort of UN human rights law. Maybe she knows something
 more than me, and certainly it is typical for these to be kept private, but 
 many, many Americans have their performance evaluations subject to public 
 scrutiny. See [http://www.splc.org/article/2015/04/accessing-personnel-records 
 Accessing personnel records: A balancing act between privacy, public’s right 
 to know] (2015) for some examples. It is true that California is 
 aggressive about employee rights; when I was looking at actuarial analyses for 
 employer's liability, California received a multiplicative factor of 3 versus 
 the rest of the country.

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Re: [Wikimedia-l] An Open Letter to Wikimedia Foundation BoT

[Ben Creasy]

> Dariusz Jemielniak  writes:
> I know of people who are overwhelmed with negativity on the list. I myself
> feel it, too, although I am determined not to reduce my participation or
> liaising with the communities.

The negativity is not going to magically go away, especially not when we start 
seeing more people leave as we're being warned about right here. There is a 
reason that resignations are a popular response to scandal: without them, the 
negativity can continue for a long, long time.

Also, this is not a good time for smiley faces. I can't imagine that it feels 
empathetic to staff members who are feeling let down right now.

> Dariusz Jemielniak  writes:
> I think that what is useful in such times is being precise: for instance,
> there was a voiced demand (which I support and consider reasonable) to have
> the Knowledge Engine explained. I really like the fact that there is an FAQ
> prepared and that there are answers posted. This is a constructive method
> of addressing a particular problem (I'm referring to the approach, not to
> the content, obviously, since it is a new page). I think we need precision
> in defining problems, and also precision in proposing constructive
> solutions, that's all.

OK, in terms of problems, staff are saying that it's Lila. Do you want them to 
be more specific in a public mailing list about how and where she has 
disappointed them? That seems like an awkward situation for Lila. I think the 
community has made it clear that we are disappointed about the transparency with
regard to the Knight Foundation, continuing up to a disappointing blog post. 
Note that the WMF declined to disclose the grant until Andreas Kolbe emailed 
the grant officer John Brackens who said that revealing grant documents is 
entirely up to the grantee (ie, WMF). Donor privacy was never an issue. People 
are entitled to have a limit at which point they say "enough is enough". That 
limit may be different than yours, but it's clear that it has been reached 
for many people.

Now, in terms of constructive solutions: it takes 2 board members to call a 
special meeting, with a minimum 2 days notice. Have you tried? I suspect that 
Maria might second you. If you cannot find a second, please let us know.

At that special meeting, you can make a motion to address the issues. I know 
how I would word the motion, and I don't think I need to spell it out for you. 
But maybe you have innovative ideas. The community should see the breakdown of 
the votes.

I noticed in a later post you pointed towards the Human Resources Committee as 
tackling the problem. This committee is composed of Jimbo, Patricio, and Guy 
Kawasaki. So: the guy who called James, the one who was trying to help staff, a 
"fucking liar" (if I recall correctly), the Chair of the board who removed the 
staff's friend, and who can be held most directly responsible for the board's 
lack of transparency and actions as the elected leader of the board, and Guy, 
who I understand is quite influential in the board room, but whose last 
communication to us was to express support for Arnnon without knowing how to 
sign his wiki username. That does not sound like a constructive way forward. I 
really wish I didn't have to point out these negative facts, as I have no 
interest in hurting anyone's feelings. I keep holding off from posting, hoping 
that better news will come.

When I first heard about the removal of James, the quote that ran through my 
mind, which I expressed to Sam Klein in a phone call, was from Warren Buffett: 
"It takes 20 years to build a reputation and five minutes to ruin it. If you t
hink about that, you'll do things differently".




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Re: [Wikimedia-l] Message from Arnnon Geshuri to the Wikimedia Community

[Ben Creasy]

Arnnon Geshuri  writes:

>

Hi Arnnon - nicely worded message! I can't imagine that you're feeling too great
right now, but I want to give you a little hope. Wikipedia can be a forgiving 
place - many have been blocked and banned only to return later for second or 
third chances. We take who we can get, because we can't afford to be too picky.

If you're really looking to prove yourself, we are in a weird way fortunate.
Some of the appointed (and even nonappointed) board members don't seem highly
engaged with the English Wikipedia, and you're actually facing the consequence
of board neglect of the community right now. My concern with someone like
yourself, given that you don't seem to have prior interest in Wikipedia, is that
you're actually looking for little extra conversation filler when you're rubbing
elbows with powerful folks at cocktail parties. I hope you prove me wrong. Jimbo
Wales gets a lot of flak, but I appreciate the fact that he's there on 
Wikipedia. I prefer him over someone who is basically "phoning it in" once or 
twice a year.

So, the "SF Bay" group of Wikimedians could use some extra love. I gather you're
not too far from San Francisco? I've been in San Francisco for a year and I 
think I missed one or two meetups, but that's not very many and I hear DC is
much more active. When I went to the 15th anniversary meetup, there were a fair
number who had never edited and most of the veterans had never been to an 
editathon (and neither have I). I collected as many emails as I could, but I 
imagine you'd have more connections of potential new volunteers - 
let's connect and try to get a regular (even as rare as quarterly or twice a 
year) meetup/editathon happening in San Francisco. I've done a fair bit of 
editing on corporate governance and nonprofits, and I'd be happy to show you 
around.

I understand that the antitrust settlement is, in the scheme of corporate 
scandals, somewhat mild. It's not Arthur Andersen and Enron or subprime 
mortgages. Although people do go to prison for antitrust violations (which is in
some cases a felony, per the Sherman Act), this case didn't involve criminal 
charges. Despite what the textbooks say, I believe it's difficult to succeed as 
an executive without being unethical. In picking my battles I've been a part of 
things I'm not proud of even in my limited career.

Power does funny things to people. It's been shown that powerful people are 3
times as likely to help a stranger in distress.[1] Powerful people focus on 
the rewards and take risks but they lack broader perspective and can easily 
objectify people or ignore social norms or laws, as we see over and over with 
executives.

We need a powerful person on Wikipedia's board to help steer them towards 
sensible decisions. The board's judgment seems to be lacking, especially when 
they made the remarkably poor decision (for their reputation) to spark this 
controversy by removing James even though he was upholding their odd omerta by 
not leaking to the community the 90% disapproval of the executive director among
staff and the new (yet to be fully revealed) partnership with the Knight 
Foundation. In the end, it's actually worked out for the best since it sparked 
a conversation that needed to happen.

I'm not sure you're the powerful person who can pull WMF out of this ditch, but 
if you are, I'd say a worthwhile step would be to take a shot at getting your 
hands dirty in the trenches of Wikipedia as an editor and join me in trying to 
recruit volunteers in the Bay. Plus James should be appointed back to his
rightful place on the board.

[1] 
https://web.archive.org/web/20080908051020/http://www.kellogg.northwestern.edu/
news/whatsnew/mbaupdate08.htm


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Re: [Wikimedia-l] Announcement about changes to the Board

[Ben Creasy]

le James has a great rebuttal, his announcement about his dismissal came 
after the fact, and it isn't worth cluttering up the more important substantive 
conversations with it any more.

Incidentally, on the topic of director democracy and its rarity among nonprofits
,Dent (2014) concluded in the Delaware Journal of Corporate Law that "NPO 
boards 
are effectively self-perpetuating. If the director primacists are correct, the 
governance of NPOs should be a model of wise, long-term management effected by 
officers who are clearly subordinate to the board. In fact, however, a 
remarkable consensus of experts on NPOs agrees that their governance is 
generally abysmal, considerably worse than that of for-profit corporations". 
Just because a practice is common doesn't mean it is a best practice.

* I've been editing Wikipedia since 2007 under a pseudonym but joined the 
Wikimedia Audit Committee as a nonvoting community volunteer a year and a half 
ago. I monitor lots of RSS feeds so I noticed a solicitation by the chair Stu 
West and submitted an application  detailing my accounting and board experience.
I monitor but don't really too involved in administrative aspects of Wikipedia. 
If you connect the dots to my username, please keep it to yourself even tho it's
not a big secret.

References:
1. Martin G. McGuinn Jr., Right of Directors to Inspect Corporate Books and 
Records, 11 Vill. L. Rev. 578 (1966). Available at: 
http://digitalcommons.law.villanova.edu/vlr/vol11/iss3/6

2. Dent, George W., Corporate Governance Without Shareholders: A Cautionary 
Lesson from Non-Profit Organizations (2014). Delaware Journal of Corporate Law 
(DJCL), Vol. 39, No. 1, 2014; Case Legal Studies Research Paper No. 2014-34. 
Available at SSRN: http://ssrn.com/abstract=2481646

Sincerely,
Ben Creasy
http://bencreasy.com/
(posted this through gmane so it might be a little funky. I use RSS to monitor 
the list - no way in hell am I letting a list like this clutter my pristine, 
nearly zero-item inbox)


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