User:JWSchmidt/Blog/19 December 2007

Adjustments to the Wikimedia Foundation Board of Trustees

It was announced this month that both Michael Davis and Erik Möller are gone from the Board. Michael was one of three Trustees who had terms scheduled to end this month. Erik had been elected this year to be on the Board until the middle of 2009. Jan-Bart de Vreede and Jimmy Wales had recently been re-appointed to new terms. So the loss of Michael was expected, but the loss of Erik from the Board was a surprise until Florence Nibart-Devouard announced his resignation.

My expectation is that the remaining Board members might just appoint someone to replace Michael and they are probably going down the list of candidates from last year's election to find someone to replace Eric.

Other Questions
Another event in 2007 was the departure of Danny Wool (mail list) from the Office and his run for a Board position. During his campaign he raised questions about the handling of money by the Foundation. A few days after Danny's departure, Brad Patrick, the Foundation's legal adviser also left. Given the turmoils discussed below, it might be relevant that his replacement did not arrive until July. The June Board meeting was a nexus of place, time and people. Sue Gardener attended and was soon hired by the Board. Carolyn Doran (see below) attended and apparently had trouble slipping back into the country.

In the Office
A major objective for the Board has been establishing the Wikimedia Foundation Office as the locus for day-to-day operations of the Foundation. Key to this plan has been staffing the Executive Director position. Sue Gardner is now at the helm of the Office as Executive Director and has been searching for new staff, a process complicated by the fact that she decided to move the Office from Florida to California.

Two unusual events have recently impacted on the process of establishing the Wikimedia Office staff:

2008 update note,
 * 2008 Updates:

Finance
First, the mysterious loss of Carolyn Doran last Summer was finally revealed to be related to personal problems. The troubling part of her loss from the perspective of the Wikimedia Community is that her job in the office (chief operations officer) included all the key fiscal duties:


 * Ensure effective audit trails.
 * Approve expenditures.
 * Provide for proper fiscal record-keeping and reporting.
 * Submit monthly financial statements to the board of directors.

After previous failure in past years to provide regular financial statements, it had been promised that the Audit Committee would establish a process in the Office for regular financial reports (quarterly or semi-annual reviews) and make sure that the next financial year external audit was completed in a timely manner. This is where matters become murky. It seems reasonable to assume that Carolyn Doran would have been given the responsibility to produce the regular financial reports. The Office should have been establishing a book-keeping system that would make it easy for the external auditor to produce their yearly report in a timely manner. After Carolyn Doran's departure from the Office a new time-table for reporting on Foundation finances was announced. Members of the Wikimedia community are left wondering if Carolyn Doran might have disrupted Foundation finances in some way. Jimmy Wales tried to calm fears by announcing that, "if the currently underway audit turns up any stolen money, I will personally make a donation out of my own pocket to cover the loss".

2006-2007 audit

 * Release of financial statements 2006-2007 - email from Florence Devouard
 * the actual report - PDF file

The Deputy
The day after Eric resigned from the Board, Sue Gardner announced that she had hired him as her "Deputy Director". Nobody in the community had ever heard of the "Deputy Director" position, let alone the possibility that Erik would be moved from the Board to a paid position in the Office. It seems that Erik may have been the one person besides Sue who knew what was going to happen. Wrong

In November, when the Board appointed Sue as Executive Director, Erik mysteriously refused to vote. We now know that Erik knew of Sue's plan to make him Deputy Director and he did not vote on her appointment because he had a huge conflict of interest. Of course, what we do not know is if Erik participated in previous Board actions related to the hiring of Sue as a "consultant" and if that was part of an agreement by which she would hand him a paid position in the Office.

Why would a new Executive Director, someone who claims to know what is going on do an end run around sensible hiring practices such as creating job descriptions and doing advertising of new position openings and interviewing job candidates? "It's completely normal, in some circumstances, to not advertise." Yes, many corporations do secret hires and do not follow good practices in hiring. No, this is not how to build support in the Wikimedia community. There is no evidence that she yet understands this (even after vocal complaints from community members), but what can we really expect from someone who is an outsider and really does not understand the organization she has been hired to run?

Sue has made clear her position, "transparency is always tough when it comes to individual staffing issues." Yes, when you fail to first define a job, when you fail to ask if filling that position has priority over previously launched job searches, when you fail to consult with others who have years of experience in your organization, when you fail to open a job search to external candidates then transparency becomes very tough....and the difficulty is all because of the choices you have made.

Due to popular demand, a job description was finally created the day after the job position was filled. Erik will be, "Responsible for the development and execution of the Foundation's technical strategy". Should such a task be assigned to someone who has been busily working on his own technical development strategy outside of Wikimedia rather than inside our own projects?

Update:
 * The Day the Foundation Stood Still

Rules on hires
Jussi-Ville Heiskanen and others continue to wonder about Erik's role in the Board not setting a policy on Trustees being hired for paid Foundation Staff positions. Was the Board in favor of making it a policy that nobody be hired directly off the Board into a paid Staff position? Did Erik play a role in delaying the implementation of such a policy just before he was hired?

Open Governance
Some members of the community have expressed unhappiness with the secrecy of the Board of Trustees and the secrecy of Erik's appointment as Deputy Director (one example). Rather than a consistent atmosphere of openness, the Foundation has sometimes been secretive and when asked about this has responded with defensiveness and incoherent efforts at self-justification (just one example). "I don't believe that hiring and staffing decisions are something that belongs on a public mailing list." That is an interesting point to make, particularly since nobody else ever suggested it. Everyone knows that Sue has been given the power to hire people. What has been questioned is creating an important position and filling it in secret under conditions that raise questions about conflict of interest and if she knows what she is doing or cares if she alienates the community.

Another miss-direction: "Increasing the number of people involved in the decision does not necessarily increase the quality of the decision". Nobody has suggested this, so again, why does Erik bring this to our attention and work so hard to show us that it is a silly idea? The point is, sometimes openness and community effort helps to guide our actions. In the end Sue makes hiring decisions, but does she walk on water and not need advice from Wikimedians? She got advice from Erik and they both agree that it was adequate advice. Are they so embedded in their bunker that they cannot see how this looks to others from the outside?

This is a critical time for the Foundation with Sue trying to build a staff that can meet the needs of the Wikimedia Foundation and support the volunteers of the wiki project community. Since Sue is an outsider brought in as an experienced non-profit manager, there is going to be concern about the question of if she and other outside staff members will understand and respect the community. The appointment of a "Deputy Director" is an opportunity to position a member of the Community in the Office who can help orient other staff members towards an understanding of the community and its needs. The question becomes, is Erik the best person for such a critical role?

Erik originally ran for election to the Board on a platform calling for "open community dialogue" and said he would ensure that organizational processes were open and transparent. Things were different in 2007 where his goals had shifted to "license compatibility", "institutional partnerships" and hiring an Executive Director. Some members of the community have viewed his work on behalf of internet projects outside of Wikimedia as a conflict of interest. Some of his Wikimedia initiatives (example) and dealings with the smaller Wikimedia wiki projects have been viewed as insensitive to the needs of those projects. Will Erik guide the Office Staff towards the needed support of the projects and the volunteers or towards external interests that really are not priorities for the community?

The Chair of the Board previously asked for advice on how to set up suitable systems of governance for the Foundation. She was exploring options such as "Carver model". I think the correct option for the Wikimedia community is open governance. A wiki-based community does not want its leaders acting in secret. We need to either fix the Special projects committee or create some other mechanism by which the community can gain access to Foundation money for the purpose of addressing the needs of the community. We certainly cannot just leave it up to administrators in the Office to make decisions about how to spend money when there is no evidence that they are acting as members of the community or have any interest in supporting the community. Of course, Sue and Erik might become the dynamic duo who learn to communicate effectively with the community while working in support of the community. Its hard to see that now when what we are experiencing is secrecy and poor communication between the Foundation and the community.

This might be the time to form an "Open Governance Party" that will try to elect Board members who support the idea of open governance and who will support the Foundation's wiki projects. In the last election there was a candidate who ran on a platform that called for "shutting down non-Wikipedia projects". Those of us who see Wikipedia as the launch platform and the smaller wiki projects as the future of the Wikimedia Foundation need to become organized and active in Foundation-level governance.

Follow-up

 * About transparency by Florence Devouard
 * reply from Sebmol
 * board expansion <-- I think this is a good example of the kind of openness that is needed between the Wikimedia Foundation and the community. The idea of expanding the Board has been discussed for quite a while and it sounds like a decision has been made to do it soon. It sounds like three new Board members might be appointed soon and then they will have to stand for election next Summer. In the past, these kinds of appointments have been made from the list of high vote getters at the previous election. One aspect of this practice is that the current system for electing Board members gives advantage to anyone who was previously appointed by the Board. I've heard it stated that the top vote getter in the last Board election only got the support of 40% of those who voted. I think it would be better to use a system like the one used to elect members to the Wikipedia arbitration committee elections where you can vote either yes or no for a candidate. Only allowing yes votes gives too much advantage to incumbent candidates.

Update: Welcome to our two new board members

disturbance in the force
Just a few lingering complaints about About transparency on the Foundation mail list.

For me, Florence's comments from the 22nd contained a rather large holiday lump of coal. I've been expecting someone on the mail list to provide some details, but I guess it is rather a catch-22.....the theme from the Foundation seems to be "we cannot talk openly with the community", so lump it. Personally, I feel sorry for Florence and would not put her on the spot by asking her to reveal what she apparently is not free to discuss.

What I found most alarming in the email of the 22nd was this: "Other mistakes, and these ones are much more difficult to forgive, were made because of conflicts of interest." The Foundation has a conflict of interest policy, but there have been lingering doubts about its usefulness. The basic problem is that we rely on people to notice their own conflicts of interest and be open about them. Apparently this system of trust has not worked...surprise, surprise. It looks like the Foundation is a black hole with respect to this problem and we will never know which conflicts of interest have resulted in mistakes by the Foundation.

continued
I continue to have a feeling that Florence is struggling to keep a position in support of providing more information flow to the community while other Board members and Staff members are clueless about why this is important for the Foundation. In the January 2008 foundation-l discussion thread WMF Development and Memes, Florence wrote about the concerns of the community and and said, "I do not see these concerns addressed". Florence's post called "thoughts on leakages" also clearly puts into contrast what seems to be a fundamentally different response from her to community concerns about transparency as compared to other Board and Staff members.

Related resources

 * Why is there a Board? by Tim Shell
 * two things essential for transparency by Ray Saintonge
 * Board meeting minutes - now that the Board is handing off daily operations to Staff, will there be more openness about Board meetings?
 * Valleywag and Erik Moeller - example of the joys associated with being willing to hold controversial views. Wikimedia and PR.