TLDR version: We are not yet convinced James was not removed for doing what he was elected to do.
I have good faith in everyone involved, and the capacity and intent to withhold judgement for a while, but the explanations so far have not helped. This is not transparent enough. As everyone who's been around for a while knows, lack of transparency will cause strife worse than any good faith disagreement. George William Herbert Sent from my iPhone > On Dec 31, 2015, at 5:25 PM, Kevin Gorman <kgor...@gmail.com> wrote: > > 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> _______________________________________________ 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>
