Legal talk:Wikimedia Foundation Board Handbook/Archive 1

Translation?

Hi!

Is this stable enough to be marked for translation? :)

Cheers, Jean-Fred (talk) 00:14, 27 December 2013 (UTC)

Hi Jean-Frederic. This version is the final one for now; however, we will be updating probably once every 3-6 months, as the Board's processes change or new topics need to be addressed. Cheers, Geoff Geoffbrigham (talk) 00:25, 27 December 2013 (UTC)

Jean-Fred, there's a lot of proofreading to do, maybe we can make a pass first. --Nemo 08:32, 27 December 2013 (UTC)

Geoff: Thanks for the answer. An update every 3-6 months update is manageable I think.

Nemo: Sure (I won’t have any time soon to follow up on this anyway :-)

Jean-Fred (talk) 09:03, 27 December 2013 (UTC)

Links to Meta

Links to Meta appear to follow semi-random methods: meta:/m: interwiki links, internal links, external links. If this document needs to be interoperable on multiple wikis, we can use the "m" prefix which is designed for that purpose; otherwise, let's please use internal links. --Nemo 17:10, 27 December 2013 (UTC)

Hello @Nemo bis: the document must be interoperable, so the "m" prefix is preferred. Thanks for checking! Stephen LaPorte (WMF) (talk) 17:16, 27 December 2013 (UTC)

Done I think. --Nemo 12:49, 28 December 2013 (UTC)

"non-member officers participate in Board meetings"

Needs a source. Also, "participate" is too generic a term. --Nemo 17:13, 27 December 2013 (UTC)

um... this is the source :) This is documenting the board's current practice. I think participate is a pretty common term for participating in meetings, meaning attending and contributing to discussions. Will reply to the rest of the comments in a while :) -- phoebe | talk 19:30, 29 December 2013 (UTC)

I don't thin a handbook can override the bylaws, so no this is not a source for anything. --Nemo 22:36, 20 January 2014 (UTC)

Votes deprecated?

Does the current text mean that "votes" will no longer be used? That was an old question of mine ("Only resolutions seem to exist"). --Nemo 17:35, 27 December 2013 (UTC)

The Board may continue using "votes", and those votes may be captured in Board minutes and subsequently approved by a written resolution. Geoffbrigham (talk) 20:29, 30 December 2013 (UTC)

Board books

Wikimedia_Foundation_Board_Handbook#Actions_at_Board_meetings, "meeting minutes should be approved, certified and included in the Board books": needs to cover when resolutions' and minutes' text (including votes) becomes final and can no longer be changed by board members or others. --Nemo 17:50, 27 December 2013 (UTC)

A formal vote is a type of resolution and becomes effective after completion of the voting process set out in the Handbook unless another effective date is given. We can consider including this point in the next version of the Handbook. Thanks. Geoffbrigham (talk) 20:39, 30 December 2013 (UTC)

Required majorities

I'm happy to see that now "abstention" can only mean "recusal" as necessary. I don't understand where the part about "missing" went though, because everyone present votes "yes" by default but I don't see a procedure to re-check the number of attendees. --Nemo 17:50, 27 December 2013 (UTC)

Can you give me a practical example so I can understand better what you are asking. Thanks. Geoffbrigham (talk) 20:39, 30 December 2013 (UTC)

Guiding principles

The paragraph about Wikimedia Foundation Guiding Principles is a mess: the items don't follow the same order; sometimes they're just the first sentence of a section; sometimes they are the first sentence with some subtle differences; sometimes they appear to be a cherry-picked summary of a section. This makes this part hard to maintain and even harder to translate. I suggest to either

• remove this paragraph entirely, just link the actual page and bold the most important parts there directly if needed for readability, or
• transclude the relevant excerpts via mw:LST so that we don't need to retranslate (and hence check consistency) everything.

--Nemo 12:48, 28 December 2013 (UTC)

The paragraph is only intended to provide a summary with links to the more detailed text. Geoffbrigham (talk) 20:43, 30 December 2013 (UTC)

"questions relating to your role as a member of the Board"

Weird passage: "feel free to ask: [...] The Chair, Vice-Chair, or Executive Director for questions relating to your role as a member of the Board". The role of the board is determined by (the law and) the board itself, moreover the ED has an obvious conflict of interest. Only chair and vice-chair are relevant and appropriate here. --Nemo 12:55, 28 December 2013 (UTC)

There is no conflict of interest. The Board and ED work together. The ED has a good practical and institutional knowledge of Board practice, procedure, and membership, and can provide assistance to members (especially new members). She is therefore a good source of information for Board members. Geoffbrigham (talk) 20:48, 30 December 2013 (UTC)

Assuming all parties involved have the ability and willingness to do what's good for the organization, it's good for the Board and ED to work together. But it's also up to each participant in WMF governance to think independently and come to his own conclusions, based on the available materials (e.g. the statutes, bylaws, etc.) about what he should be doing to best fulfil his responsibilities. There may come some times when it is the duty of a board member to not go along with what the ED suggests. The possibility that the ED may fail to act in the organization's best interests is, in fact, a major reason for the board's existence. Leucosticte (talk) 13:21, 7 January 2014 (UTC)

Treasurer versus CFO

I was a little surprised to see that the Treasurer is not a board member. I know that you have a CFO (Garfield Byrd) and so I presume that the CFO is in practice the treasurer, in which case you should probably just merge the titles to avoid potential confusion. Wikimedia is so large that its financial office is probably more like the average publicly-traded corporation, which has a CFO but no treasurer. In many nonprofits the Treasurer is a board member who runs point on supervising the finances from a board perspective, or in very small nonprofits (which are fairly common) they do the books on a volunteer basis. I see that Stu West is Chair of the audit committee so presumably he's the board's main finance person.

Practices will vary among nonprofits, but, because the Treasurer role here is quite administrative, it was decided to make the CFO the Treasurer. (In theory the CFO and Treasurer could be different people among WMF staff - if so desired by the Board.) As Chair of the Audit Committee, Stu is the Board's main finance person and works closely with the Treasurer. Others are on the Audit Committee as well. There are authority and approval limits on the Treasurer subject to review by the Chair of the Audit Committee. See, e.g., this resolution. Thanks for the comment! Geoffbrigham (talk) 20:57, 30 December 2013 (UTC)

Wikimedia has, in my view, a ridiculously healthy and conservative balance sheet so my main complaint here would be that there should be more investing; however, in the nonprofit that I'm on the board of we are small and have enough staff turnover that someone on the board must understand the accounting system well enough to supervise and onboard people. ImperfectlyInformed (talk) 08:14, 30 December 2013 (UTC)

Given the current economic uncertainties and low interest rates, isn't it pretty common these days for organizations (whether for-profit or nonprofit) to hold on to large amounts of cash and cash equivalents? There's no point in taking on a bunch of extra risk for little return. On the other hand, I think another reason for for-profit entities' holding on to large cash balances is that they don't want to get hit with a bunch of taxes for repatriating foreign earnings; obviously that's irrelevant to WMF. Leucosticte (talk) 13:13, 7 January 2014 (UTC)

Diversity and critical thinking

The handbook calls for "Diversity in background, language and culture" of board members. However, there's nothing in there about diversity of opinions about how WMF should be run. There also seems to be an emphasis on collegiality rather than on tolerance for dissent and on open-mindedness toward unorthodox ideas. The reason there's a board rather than just one leader is partly to reduce opportunities for corrupt activity (since a conspiracy would be required to do anything improper), and also to allow for a range of viewpoints to be expressed. However, if there's an atmosphere in which people are expected to go along with the majority rather than voicing their concerns, then that can create a pseudoconsensus.

It's advantageous sometimes to have some conflict, even open conflict, since it can stir up debate in the larger community about the best way forward. If people discuss the matter productively, then better solutions may result from a collaborative problem-solving process in which the best reasoning put forth by all parties is synthesized, and bad ideas are weeded out through the opportunity of many different parties to identify fallacies, to synergistically produce the optimal result. If the board members seem to have similar opinions (due to the fact that a board that is rather homogeneous with respect to opinions has been chosen, or because they feel reluctant to openly dissent), then the voters may figure, "What is the difference? Why even vote?" This can lead to worse governance.

Playing devil's advocate with respect to this advocacy of devil's advocacy, though, I should point out that fractious relations can also paralyze organizations and consume a lot of resources in bickering, as well as make the experience of being a part of the organization less pleasant. It partly depends on how people handle their differences. But sometimes differences, even civilly expressed, can be so sharp that people have to part ways, which can lead to schisms. Schisms too can be productive, though; many good organizations have been formed by disagreements that resulted in one faction splitting off to form its own independent group. That can happen now, too, but it helps the process if people have a chance to rise to the top before they split off, since then they have more visibility, knowledge, experience, resources, connections, etc. as insiders.

How can this diversity be achieved? There are a number of ways to implement proportional representation or at least mixed-member proportional representation. In the long term, maybe some of the ideals that led to rejection of wikicapitalism could be reconsidered (see miseswiki:Essay:Nonprofit organization for further discussion of that). In the meantime, those choosing board members could consciously make an effort to pick at least a few "wild card" candidates who are creative thinkers, always coming up with their own ideas and presenting unexpected arguments rather than merely considering ideas proposed by others. Maybe look at the debates that go on in the wikisphere, consider which people seem unafraid to be in the minority faction, and pick a few such people to be on the board. Since they're already constantly in the role of dissident, they'll probably be the same way when they get on the board. Leucosticte (talk) 13:50, 7 January 2014 (UTC)

Thank you Leucosticte for your interesting posting, which I find somewhat compelling. I do note that the Board does have a wide diversity of opinions, and I believe that is attributed, in part, to the different kinds of seats on the Board. There are Board seats set aside specifically for trustees selected by the Board itself, by the community at large, and by the chapters. The founder seat is occupied by Jimmy, who has his own perspective as an active creator and participant in the Wikimedia movement. The geographical diversity of the Board also encourages different perspectives, and the trustees understand through the selection process that their independent voice is an important asset for decision-making. I think also that some of the principles of independence in thought are captured to some degree throughout the handbook in slightly different contexts. See, e.g., the guiding principles, the discussion on integrity and commitment, the discussion on fiduciary duties. That said, I see your point, which we should consider in the next version of the handbook. Thank you for your thoughts and taking the time. Geoffbrigham (talk) 19:34, 7 January 2014 (UTC)

Unless the board makes an effort to prevent this from happening, selection of board members by the board itself generally tends to increase homogeneity of opinion, since the majority can pick candidates who agree with said majority. Geographical diversity looks good on paper because it is quantifiable: x number of members hail from this region, y from this other region, etc. Differences of opinion are harder to quantify.

Different language wikis sometimes have different community standards, so it's possible that geographical diversity could expand the range of viewpoints represented on the board. I would caution against any assumption that geographical diversity necessarily ensures ideological diversity, since it is possible to select people from any region who agree with a certain viewpoint, if one makes an effort to do so. Questions about one's ideas, opinions and philosophies concerning the organization are part of the screening process; this can be used to either increase or decrease ideological diversity, depending on what the selectors are trying to do.

There are some who would argue that the founding principles of WMF are so wonderful that the main task is to ensure that we select board members who will adhere to the high standards that have enabled WMF to achieve such great things. Jimmy did indeed lay a pretty good foundation for success, based on many wise principles that have fostered productive cooperation and extended the hand of generosity to the rest of the wikisphere by sharing free content and software. He's provided necessary leadership on many occasions, e.g. on SOPA. But there is always room for improvement, and certain approaches must be adjusted to account for changing circumstances, including new opportunities.

For example, to have more successes, the organization has to be willing to take more risks of failure. Google creates a plethora of experimental projects, many of which end up failing. WMF is relatively conservative about creating new projects, probably because failures may look foolish and wasteful to those who don't understand the messiness of the creative process. Given how many pages are deleted from Wikipedia every day, one gets the impression that many users are looking for something that wikipedia is not, so maybe we should try to figure out how to offer that to them.

There seem to be many developers (and community members) who are critical of some of the technical decisions that have been made. Resource allocation has sometimes lagged years behind community demands for certain features. ParserFunctions was one example; interwiki integration is another. A question arises, Why do so many people feel unsatisfied with what the organization led by their elected board does?

It is similar to asking, Why do polls show that citizens have such a low approval rating of their elected legislators? Only 22% of Americans even feel that their government has the consent of the governed. It's strange how there's so often a disconnect between what people want and what their representatives end up causing, or not causing, to happen. Often, countries will disparage one another and say that their system only appears democratic, but the details of implementation (e.g. districts, ballot access, voting systems, etc.) keep elections from producing results that are truly representative of the will of the people; could it be that WMF suffers from a similar problem? Maybe it's time for some polling to see how satisfied people are with their elected board and what improvements they might suggest to the system.

To shake things up a bit, we might consider the option of sortition. Let people put their names in as candidates and then randomly choose a certain number of them to fill, say, half the vacancies. It could encourage people to step forward who, under the current system, wouldn't bother because they wouldn't think they had any chance of winning. I belonged to a church that elected its vestry that way: they elected half the members and chose the other half by lot. There didn't seem to be a problem with it. And of course, countries that use the jury system have been relying on sortition for centuries to pick the people who will decide who goes to jail and who gets set free. Leucosticte (talk) 00:23, 8 January 2014 (UTC)