Patricio - I understand that the final decision likely wasn't predecided going in to the meeting, however, communications responses should have been prepared for all likely outcomes, including a prepared statement to disseminate immediately following the removal from the board of Jame Heilman. Even if he hadn't announced it himself, it should have been anticipated that people would realize the removal had occurred - I'm aware of relatively few WMF-related matters, even at a BoT level, that don't eventually leaked if they aren't promptly announced. When you see a candidate who just lost his election giving a concession speech, he didn't write it after he heard the election results - he likely had it 99% finalized days or weeks before he lost the election (and this is true even of candidates who really, truly expected to win their election. I was an unpaid WMF comms intern some years ago, and even then we regularly drafted statements in advance of it being clear they were needed. Since WMF comms has only become more professionalized since my time there, I'm positive that this is still standard practice for major issues for WMF comms. It might be a good idea to speak with Katherine or someone else in WMF comms to guide the board in best practices in communication on issues like this in the future.
Additionally, I'd like to correct you on another point: Florida trustees don't have an absolute duty of confidentiality. I suspected this given the training I was given before being put on the board of a decently large body incorporated in California, but just confirmed it with a Florida lawyer. WMF Trustees have fidicuiary duties to the WMF; in practice, the two main details this encompasses are (a) a duty of loyalty (an obligation to put the interests of WMF above the interests of themselves and (b) a duty of care (an obligation to carry out their trustee-related duties in a way that an ordinary and prudent person would carry out the management of their own affairs - or if you're a lawyer etc, a an obligation to carry out your trustee-related duties in a way that a lawyer of average skill and prudence would.) Many other duties derive from these two, but don't override them. Frequently, a duty of confidentiality is involved - for instance, disclosing material that would hurt WMF in an ongoing lawsuit against WMF would be a violation of your obligation to maintain confidentiality - but that obligation only exists (barring an outside contract with another organization) as a derivative of your duties of loyalty and your duties of care. If you believe that prompt disclosure of the details of whatever happen w/r/t James is in the interests of WMF (examples of why it might be in the interests of WMF: failing to promptly disclose as many details as reasonably possible could significantly damage comunity trust in WMF, or generate significant bad press for WMF,) then you most likely don't only not have a duty of confidentiality that stops you from closing, you may actually have a positive duty to disclose depending on how significant you believe that consequences of failing to disclose would be. I don't have sekrit knowledge about why James was removed, but knowing him, and reading your last email, I'm going to venture a guess that James may have wanted WMF board meetings to be more transparent, or he may have wanted to seek the counsel of community members not on the board about issues in front of the board. In fact, he may have felt that failing to seek outside advice on some issues or failing to make WMF board meetings in general would have represented a violation of his fidicuiary duties of loyalty and care. I really hope that the Board comes out with a more complete statement in the immediate future, because speculation about is going on during a high tension situation like this is never a good thing. Dariusz would never have opposed his removal if it was 'for cause' if that cause was something like James violating his fidicuiary duties in the sense of leaking sensitive details to the press, leaking info to people suing WMF, engaging in outright theft, etc. I have a feeling that James' removal did relate to him desiring increased transparency, and that does make me distinctly nervous, Andreas: by my reading of that, it would mean that even if he were a directly elected trustee (and the BoT sees to suggest that he wasn't a directly elected trustee, but just a community recommended trustee that the WMF BoT chose to accept) he wouldn't be able to stand in special elections - e.g., an election to replace his own vacant seat - but seems to suggest that he would be able to stand in the next set of regular community elections. Patricio: I would really invite you to talk with Katherine about how best to handle board communications issues in the future. This is something where much more detailed statements should have been prepared in advance, in case they were needed - if it turned out they weren't needed, it would've just been a couple hours drafting a statement wasted. In a crisis comms situation, the absolute *last* thing you want is for people to be speculating about what's going on behind the scenes. If for some reason you don't want regular WMF staff to be involved in revamping how the BoT handles communications, you are totally welcome to hire me to advise the BoT on comms levels yourself =p, I have relevant crisis comms experience with several orgs, both movement and non-movement, and would be happy to sign and follow an NDA, and help ensure that any future board events that are likely to need movement or external communications are properly prepared for in advance :p Best, KG -Sent from my mobile rather painfully using voice dictation, so please excuse typos On Thu, Dec 31, 2015 at 1:54 PM, Matthew Flaschen < matthew.flasc...@gatech.edu <javascript:_e(%7B%7D,'cvml','matthew.flasc...@gatech.edu');>> wrote: > On 12/31/2015 08:02 AM, Patricio Lorente wrote: > >> Thank you to everyone who responded to my email about the Board’s recent >> decision. We recognize this is the Board's first removal of a sitting >> Trustee, and that has led to questions and perhaps some confusion. >> >> I wanted to provide you with some additional information in response to >> the >> discussions on this thread. >> > > Thank you for providing a clearer picture. I understand the board members > are bound in what exactly they can say. > > I don't have enough information to agree or disagree with the decision you > made, but I have a better understanding of its basis. > > Matt Flaschen > > > > _______________________________________________ > Wikimedia-l mailing list, guidelines at: > https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines > New messages to: Wikimedia-l@lists.wikimedia.org > <javascript:_e(%7B%7D,'cvml','Wikimedia-l@lists.wikimedia.org');> > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, > <mailto:wikimedia-l-requ...@lists.wikimedia.org > <javascript:_e(%7B%7D,'cvml','wikimedia-l-requ...@lists.wikimedia.org');> > ?subject=unsubscribe> > _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:wikimedia-l-requ...@lists.wikimedia.org?subject=unsubscribe>
