Wikimedia Foundation Board of Trustees/Call for feedback: Community Board seats/Conversations/2021-02-20 - Second Office Hours/First session

2020-02-20 Meeting 1 of the of the second office hour on the Call for Feedback

Watch on Youtube

Recording of the part of the meeting dedicated to questions and feedback.

• The conversation ran from 7:00 to 08:26 UTC
• Number of participants : 22
• As an off-spring a discussion took place on the WM Community Board Seats Chat on Telegram. This discussion is documented here.

Notes

• Quim: I will start by explaining the logistics of the meeting and the meeting will be recorded.
• Quim: If you are not comfortable speaking English let us know about it.
• Quim: BoT provided 10 ideas, which one do you like? Let's start a discussion on this topic.
• Andrew: the Trustee Evaluation Form is used in 4 of the 8 proposed ideas, but it's not clear how the form is to be used, what metrics are to be employed and what thresholds are relevant for each of the criteria. Is there more information on the Trustee Evaluation Form here https://foundation.wikimedia.org/wiki/Resolution:Approving_Trustee_Evaluation_Form
• James: I didn't support the Trustee Evaluation Form (dissenting vote in 9-1 BOT vote) There are a lot of ideas that rubrics use.
• Chuck: It is a tool that enables us to evaluate a potential candidate. Not meant to be a threshold or minimum requirement.
• Andrew: Then what exactly is its use, and how useful is it?
• Quim: The whole process is under development and therefore it is not fully decided on the use of this form.
• Andrew: Seems odd that it would be approved by the BOT in a motion without specifying exactly how it will be used and how it works.
• Christophe Henner: if the goal is to have a more "professionalized board" then the board should say so clearly and explicitly
• Gnangarra: Seems like the Trustee Evaluation Form is putting the "cart before the horse"
• Two questions: What does the board do?
• Christophe: The communities do not know what the board and the foundation are doing and therefore it is not against the community.
• Christophe: it is difficult to apply the same steps to a foundation that has employees around the world that we do to medium and small organizations.
• Andrew: Epiphany that the fiduciary responsibility of a BOT member is narrow, and perhaps very different than what the community understands it to be, which is that the BOT should have the interests of "the movement." As written the BOT charge does not cover the "movement" at large
  • - https: //meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_of_Trustees
  • - "The Wikimedia FoundationBoard of Trustees oversees the foundation and its work, as its ultimate corporate authority."
• James Heilman : thinks that the board has this fiduciary responsibility and to oversee the interests of the movement
• Christophe : Disagrees with this, and feels that the charge of the WMF board is narrow
• Andrew : this explains a lot of the disconnects
• Christophe : This explains some of the past disconnects between James Heilman and the board in the past
• Andrew : This also helps illuminate some of the tensions in, say, the branding, where the community has been frustrated about the impact of a name change on the community, whereas the board's primary concern may not be the community impact but the charge as written : "the foundation and its work"
• Quim: It's no secret that we have a communication problem.
• James: points to https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_Handbook#The_role_of_the_Board WMF is an entrusted steward within the Wikimedia movement. The Board's role (and legal obligation) is to oversee the management of the organization and ensure that it fulfills its mission and responsibilities as a steward."
• Andrew : If you look back on the previous board members since 2004, none of them have this experience that Christophe talks about - experience with running a 100 million dollar global enterprise. (Lists former board members, Florence, Angela, Erik, Frieda, Ting, Sam, Phoebe, etc.) Seems like something changed. When did this change?
• Christophe : 2011 Haifa Wikimania, when the foundation told folks about its shift in fundraising and telling affiliates to operate on their own
• Andrew : What % of community do you think understands this distinction
• Christophe : Zero
• Andrew : This would seem to be a problem
• Christophe : needs of foundation are very particular/peculiar - it seems to be true that the CEO of the WMF needs to be located in the United States
• Additional notes
• Andrew : Why don't we have a system of nurturing board members with the right expertise then, drawn from the community?

Chat log

• Gnangarra : o/ is the lack of n=knowledge about something the board needs to address

• Christophe Henner: I am sorry to say but the community (not every single member but in general) has no idea what the board of a hundreds of millions $ / hundreds of employees, global footprint organization needs. And it's not about communicating what the board does, but about knowing what such org needs. I am sorry, I am very blunt about it.

• Andrew Lih: But did you know when you joined? :)

• Quim Gil: IGC = Interim Global Council

• -: UCoC is the freshest example of Christophe telling ) If you want same environment for everyone you can't expect everyone will be happy with that.

• Melissa Ganus:

• James a Q re: Past/present/future: what decisions has the foundation board been making - what, based on US laws for 501c3,  is the foundation BoD legally responsible for? What decisions can be moved to GC?

• Biyanto Rebin: I need to leave now, because I need to attend our community event. Thank you all!

• Andrew Lih: Question for Quim - would clarifying this fiduciary “scope” help in further bot discussions? How many community members engaged in these conversations do you think understand this distinction?

• Christophe Henner: That's a mix up that, in my, needs to radically go.

• Gnangarra g: dont shut up Quim, this is good

• James Heilman: All our chapters and user groups are independent of the WMF.

• Gnangarra g: why is board skills something htats offered thru Wikiconf Berlin

• James Heilman: And neither the WMF or its board speaks on their behalves.

• Melissa Ganus: Are the chapters etc

• • Considered peers  and partners

• • or subjects of WMF?

• Handbook appears to be from 2017?

• Christophe Henner: I have been battling that idea since I was chair of wmfr. Affiliates are legally independent but that is it. Budget wise, brand wise, action wise, it's entertwined ^^

• James Heilman: Agree with Christophe. These are partnerships. So intertwined relationships.

• Quim Gil: I can answer Gnangarra's question, which comes often in the call for feedback

• Jackie Koerner: That's been an underlying suggestion (training and growing board members) but no one has taken that specific idea forward. Will anyone want to do this? Community ideas are very welcome!

• Zita Zage: A volunteer from Wikimedia Uganda suggested that 6months to 1 month should be dedicated to train and hone the skills of elected board members

• Ravan Al-Taie: Replying Jackie I had a comment for this suggestion stating that if the elected board member is not qualified enough, then why in the first place he nominated himself/herself and got elected?

• Melissa Ganus: The board recruitment methods we used most successfully started with board analysis - ranking what was needed most AND self assessment of what existing board members already had  - gap analysis drive recruitment of people with intersectional qualities.

• Andrew Lih: But to be clear “popularity” is not necessarily a dirty word - there may be very valid merit based reasons for name recognition within the community

• Christophe Henner: Yes! But maybe not in the board of the Wikimedia Foundation ^^

• Quim Gil: Very interesting Melissa! The call for feedback team is interested in that spreadsheet if you can share it.

• Gnangarra g: would have to have some level of acceptance to being  subject to US law

• Christophe Henner: If we were dreaming big we would need the samebtype of global accord as the UN and be our own "country" :D

Transcript

This is an automatic transcript. The team has edited it only slightly and many mistakes still remain. We welcome corrections.

[00:04:08] Hi, Kim, this is Andrew had a question, you know, this is my first office hours for the board seats because we as a community we’re being asked to do a lot in terms of strategy, brand, all kinds of things. So maybe I missed it. But has there been a description of how the trustee evaluation form, I guess, formally referred to as the rubric is used and we've seen the chart. It pretty much seems to be unchanged from the first drafts we saw Q3 of last year or so. But there doesn't seem at least I haven't seen how that chart would be used exactly like what's the threshold for whether someone meets or doesn't meet any kind of bare minimum requirement? Because there it doesn't even it just seems to be a grid without any metric or explanation for how that might be used or whether it's James Hileman maybe of some insight into how that was arrived at or whether there has been any conversation about how that trust evaluation form to be used, because upon first glance, many of our communities elected trustees would not make the cut given that form.

[00:05:25] Yep, sure, sure. And so I, of course, didn't vote in support of adopting the rubric, you know, the vote was nine to one with me being the opposing vote. Exactly. Because of the reasons that you mentioned, I don't see enough clarity at this point in time with respect to how that rubric is going to be used to feel comfortable supporting you're being rolled out.

[00:05:52] So at this point in time, how it's going to be used is still to be defined.

[00:05:58] And maybe this is just a question that's your opinion, but is it do you see a path for it being better specified to be usable, or is it kind of a I a dead end? But is it somewhat is it too amorphous to be useful or can it be clarified?

[00:06:18] So yet, you know, we, of course, have the one, two, three, four or five, six, seven, eight proposals that came from the board with respect to selecting community board seats. And, you know, some of these selection pathways do contain an opportunity to use this rubric within them. So, you know, if we look at community election selection committee, you know, one of the ideas is that this community election selection committee would then use this rubric. Other ideas have, you know, some part of the board applying this rubric before people then move on to an election phase. Yet not all the ideas proposed there do necessarily involve the use of the rubric.

[00:07:19] Right. OK, thanks, OK. And then I'd be interested in if anyone else in the community had any views on that, that seemed to be my biggest concern because four of these eight recommendations have the trustee evaluation form as a part of that. So certainly this is a pretty major issue. If half the. You know, talking or discussion points here have that as a basis.

[00:07:44] I think I might be able to jump in and provide a little more information about the rubric, I'm Chuck Cross. I'm one of the lawyers at the Wikimedia Foundation and I've been supporting the board and the board governance committee and some of its work, developing these ideas and working on the evaluation form. And my understanding of it is, is that it's it's meant to be a tool and a way of thinking about what makes a person well suited for the board, what makes a person qualified to be a trustee, and kind of what are the range of types of skills and experiences and backgrounds that the board is looking for kind of when it's thinking about. The entirety of the body and so like there is, I've never heard anyone say that there's an expectation that any given trustee would check the fifth box in every single category or something, but that it would be a way of it helps to give a picture of what are the sorts of qualifications that make someone well suited to be a member of the board. And then also, if there is a body, whether it's or even like community voters or if there's a selection committee that is trying to evaluate or compare any particular board candidates, it is a tool to help them do that. Does that provide a little more information? Andrew?

[00:09:28] It provides information, but it doesn't really give me any more assurances if that makes any sense.

[00:09:35] You know, if it isn't meant to be a blocker or to serve the purpose that you have that you mentioned, then what is its purpose? Right. And at the very minimum, its presence and the chart that we see with all the empty squares could be quite an intimidating thing. So you actually could affect quite a bit the number of folks who feel like they are if we have an election, you know, feeling adequate to step up to the plate.

[00:10:03] Right. So, again, if it isn't meant to if the expectation is not that a ideal candidate has the majority of those boxes in the maximum slot, then what is the purpose of that? And I think it needs to be made more explicit if it is meant to be useful.

[00:10:21] I think the main point I want to make is there is no preset minimum threshold like that's not built into the evaluation form.

[00:10:34] Yes, if that helps, because this question has come previously and the. As of now, the exact use of the evaluation form has changed, as explained, is also subject to what is going to be the actual design of the selection processes, because those selection processes are not defined yet. Therefore, that exact use of the evaluation form that you're asking for is not defined either. Another when we enter about this evaluation form, another aspect that we explain is that it it has the potential of being a communication tool. What do I mean with that when we go for board elections? Of course, the people who vote are volunteers, volunteers are mostly editors of the different roles in the movement, but and therefore their view of the board and the knowledge of the board might be based on their own experiences of what the board does. When I see the board showing up and I think a lot of people has an idea of the board that is very influenced by the way, they see board members. Many times are related with community discussions and, yes, board members to work on topics that are discussed by the communities. However, there's many other skills and there's many other activities that board members do that actually most board members in most organizations do. And that is a very important part of the task of board members. And these are not very visible for a lot of volunteers. So what the evaluation form tries to capture interesting skills for candidates that are not related to going to mailing lists or talk pages and discuss, but are related to important functions of trustees like, I don't know, approving budgets of millions of dollars or deciding on, I don't know, strategic steps five years ahead and things like this. So by mentioning these types of experience, there's also a chance that both candidates and voters will have a better idea of the types of skills in general that are expected by trustees.

[00:13:04] And, you know, just to add one more thing, I think is, you know, since how this rubric is going to be used hasn't been fully defined at this point in time, I think there is an opportunity for the community to weigh in on how they see this rubric as being best used, you know, with respect to whatever election processes are going to be looking at.

[00:13:28] OK, well, look forward to discussing that and finding out more, I just find it odd that the board would vote to approve this in a motion without defining either the parameters. Well, the metrics well. Or its use. Well, it just seems like a very odd sequencing to me.

[00:13:47] Thanks, Andrew PostOffice is raising his hand and then.

[00:14:00] Mr..

[00:14:04] Yes, so we'll just follow up on Andrew's question and question or comment, one thing that is and I have my daughter that is playing behind me so you can hear her. But at some point, one thing that is odd is not all. But the board approved the rubric that is very structured and professional with a lot of which is related to professional experience and skill sets and past experience in very specific areas, which tends to push for a very professionalized board. And as Indra said, if you use the rubric, a lot of Green Committee seats would not be filled by the people there today. And at the same time, you have the broad consultation with the different path to board seats that are I mean, some of them are less inclined to go to other elections. So either it's a need from the foundation that the board gets more professionalized. And that's, to me personally is actually fine. But there needs to be said and then the whole discussion makes sense or the goal is not to have professionalized more professional board and then the discussion is on. So perhaps that should be clear if the goal is to get more personally aboard the professional ball than should be said clearly and straightforwardly.

[00:15:47] Gideon, you're raising your hand.

[00:15:51] Yeah, just two questions, one is the lack of knowledge about what the board does and the board's activities. Isn't that something the board should be working to fix so that as a community we can understand exactly the type of people the board needs if we're the ones selecting and voting for these people? And the other thing, the rubric seems to me to be putting the cart before the horse.

[00:16:21] You need to know what you want before you design a rubric to find it. It's yeah. In this case, U.S. has decided what you want. Or you've created a robot that fits what exists now, it's not necessarily what the community wants or. Um, what the community expects to have happen and.

[00:16:47] And filling quotas and diversity and stuff to me, feel like if you say you've selected someone from Africa, how does someone represent 200 countries in 400 languages, 800 different cultures? Yeah, it doesn't matter how you set up those. You can't physically have one person represent all of that anyway.

[00:17:16] So it seems like creating a quota to have this is more a token than a practical way of actually addressing a need.

[00:17:30] And just one clarification on that, on that comment, board members do not represent any specific group.

[00:17:40] Our job is to you know, we represent the Wikimedia Foundation, rather. I know.

[00:17:47] And that's why for the in the why say you've got to have geographical diversity, your language, diversity or race or religion or any other form of diversity, if that's not the purpose of the board anyway to represent those areas. I that's what I'm saying. The board and knowing what the board is, does and is doing is what's failing at the moment. And that's because of the lack of transparency down. Don't hear about the board. We don't get a lot of information about what the board is actually doing.

[00:18:23] And in that inhibits us knowing what Ford needs in the way of skills, the type of people that would be good to support, we go into a fight blind and it ends up being.

[00:18:37] The so-called popular people that get sent there, whether they appropriate or not.

[00:18:50] You know, I think our hope with respect to diversity is that we will have a group of individuals who bring various expertise, experiences from around the world and thus can best make decisions to help our movement succeed.

[00:19:09] I have one clarification point to this comment, so these ideas presented by the board are ideas for discussion.

[00:19:18] These are not things that all of them the board wants to do. Actually, they are presented for discussion because as far as well, I mean, there's no consensus about that in the board. These are true questions from the board. So when the board is saying, hey, quotas discuss, what they mean is this is not that we are thinking about implementing quotas this way. So what do you think? So I want to clarify this point, because this is common for the idiots on the other ideas there. These are ideas forward for discussion. So, for instance, the feedback Gnangara gave will be noted and will be presented as part of the report because we are hearing similar type of comments. We also hearing the opposite. We are hearing arguments like, I don't know, from volunteers in Africa saying, yeah, sure, but if it's not through a system of quotas, then we don't see any way that through direct election we are going to be an African representative in the board, for instance. So just want to make sure that these are not ideas that the what the board is planning to implement. The board wants to ask questions, and based on the feedback and based on other factors they consider a process is meant to be the.

[00:20:56] OK, well, that put a dent on things not.

[00:21:06] Other people who hasn't talked yet as any comments to add to the discussion or to a new point. Christophe, do you want to explain your point that you mentioned in the chat room?

[00:21:25] Sure. And so the point is that it was the previous discussion that the committee does not know what the border for hundreds of millions of dollars of immigration and reserve employees, global footprint, 200 plus affiliate organization needs. And that's not something against the committee that if you have not been part of at least have been part of such an organization or in the leadership of an organization and grasping what the board needs to do and what is its job is very complicated and very tough. And so for me right now, the community at large, not every single member of the committee at large is not in the capacity to actually know exactly what the skill sets and experiences of an organization, Wikimedia Foundation, needs. And it's not about communication. It's not about any of that. It's just it's very tough. It's something that it's tough to share. And that's why you don't have radicalization. Running an organization is that the general election is just because it's a risk. It's so.

[00:22:36] And that's what surprised me in the whole discussion is that the there is the discussion and the discussion happening at the same time as we do elect people in the world where the two are not. Two different topics, because you can imagine a world where the global currency, which is the Wikipedia voice, and then the board of the foundation is a corporate board that is running an organization. And so for me, the discussion Darlington's we had there in separate tracks.

[00:23:16] The auto head, as we understand it, yes.

[00:23:20] Hello. Sorry if my indirect connection getting lacking, but I do I will share my experiences in Indonesia. So when Christophe mentioned about, like, not all of the community understand what they are, it's actually. Yes, but there is a chance, for example, when we elect our board of trustees two years ago or three years ago, we asked the member of organizations to elect someone who never have been experienced in the Wikimedia movement.

[00:23:56] And then we got a lot of good feedback for from her. And we also discussed it within our organization to to to appoint or maybe let someone like her that can maybe help us to changing our perspective and. Give her are there insight to us inside the because very important if if among like 16 boards that we want to select in the future, maybe the person decides like once slot someone who understands. No, I understand. Will about finance, for example, are one people that maybe they need someone who understands about like the granting program, for example. So you when you proposed the committee in the committee and said, oh, the board needs someone who, for example, represents the African regions are maybe like KRC, know better about the non-profit organizations and then another one that good at the financial things. Somebody this one. So it will really good. And then when mentionable oh a lot of the people in our committee doesn't understand about how the Wikimedia Foundation put its work. So if it is the problem, we should remember that.

[00:25:21] OK, if in the next five-year tenure, this like nurturing our community is like building the capacity. So when we've got like a lot of the pull of the good candidates instead of, for example, accusing that the community doesn't know about Wikimedia movement at large, because like, I believe that several people and they're also not for sure. Yes. But if the report published in their report regularly and then what the sex affects the expectation they have that one, we can learn from there. I mean, like the the the best example is when when when we have when we had, like, the report from the other committee or the committee. But he or she doesn't understand very well. You like the we just need their expect this in some areas not all of the area because it is impossible to have like someone who likes. No, I understand well with a lot of the program or maybe like I don't know, projects in, in this movement. Thank you.

[00:26:41] Christophe, I want to answer you just quickly that I agree with what you said, that it is very, very true for small size of medium size organizations. But when you come to an organization that employers and employees around the world, the two million, that's my personal opinion. But to me, it stopped working because your first duty then as a board is to make sure the organization is run properly and it's not having any operational role or any operational involvement. And so not just in skill sets, but in terms of what is your role and where are you standing in the organization? It is a very, very different world. And that's something that is very tough as a change, especially in NGOs. But that that is something that is needed. And if you look at any other major NGOs in the world, they I mean, the ones that are not too old, but they went through the same problem of going from having volunteers in the board to having professional volunteers in the world.

[00:28:03] And for me, that's kind of the step we are in. And I think that's kind of the struggle that I personally have with the current process is that it's something that is trying to find a solution in between Islay community based and so Wikimedia based way of having a board and having a professional body and by trying to find a middle ground, I feel that it's making the conversation harder. But it's very different when you are in a small organization, in a very large and growing one that have millions and millions of viewers on the bank.

[00:28:40] Christophe, this led to my follow up question, I guess, to your comment.

[00:28:47] And you know better, because you were once, you know, at the top of the board. Is the fiduciary responsibility of board members to the Foundation and its work as a corporate authority or,

[00:28:59] or is it,

[00:29:03] to the movement and the strategic long term goals of the movement, or is it both?

[00:29:12] So, Andrew, you know, our fiduciary responsibility is to the Wikimedia Foundation legally. But the way I view the situation is, you know, we are a movement. You know, the you know, the Wikimedia Foundation is like the body. Well, the communities are like the head. You chop one from the other and it doesn't work very well. You know, you cannot separate what is good for our movement as a whole from what is good for the Wikimedia Foundation, in my opinion. So I do not see there as being any conflict between doing what is best for our movement as a whole and doing what is best for the Wikimedia Foundation.

[00:29:57] James, I think you're right. It is a group of like that's why I'm worried what Christophe has to say. Go ahead.

[00:30:04] I mean, I somewhat disagree in the sense that by design, because of your fiduciary duty to the organization, you will have to make decisions that are not okay for the rest of the movement. And that's by design, because when you make a decision that impacts 250 affiliates and thousands and thousands of volunteers all around the globe in so many different cultures, there is no way you can make a decision that makes everyone happy.

[00:30:33] And so then you have to think about what is, what, who do you serve. Then it's the foundation and then the foundation goals.

[00:30:41] And so that's why for me, the the the thing I, I think is better is to acknowledge that, accept that and then ask then if not the foundation's board, if the foundation board is not the one that has a fiduciary duty to the global movement and global strategy and so on, then who is, who has, and then the GC discussion step seems to me.

[00:31:06] Christophe, I mean, I think this helps a lot in that it's not the answer I love to hear, but it is the most useful answer for us to keep in mind with every conversation we have is that I think a huge portion of our community thinks like what James is thinking is that your board of trustees, Wikimedia Foundation, you have a fiduciary responsibility to, just quoting from the website, the Foundation and its work as the ultimate corporate authority. But we also feel, not "we" necessarily, but a lot of us in the community feel, the board of trustees also has as its purview the movement at large, like what James said. But I think you're right, Christophe, by the letter of the law or the letter of what's down there, you don't and cannot have the fiduciary interest of the entire movement. You are a very narrow charge and it's not the whole and it's part of this.

[00:31:54] And you shouldn't actually, of course, you know, doing what is best for the movement doesn't, you know, boil down to making individual parts of the movement happy. You know, doing what's best for the movement is driving us towards achieving our mission, which, of course, was to bring the sum of all knowledge to everyone in the world.

[00:32:21] So that's slightly different than Christophe's rephrasing.

[00:32:26] I know we've disagreed on this for a long time. I know, I know that! [Laughter.] I remember, you know, even. But those are still good memories. No, but my point is, if, I agree, I wish it was the case. But if the foundation as an organization stated that the priority of the future of the movement is Asia or Africa, why is not the foundation incorporated in Asia, in Africa? Because we legally can't. And that would be the I mean, that would be one thing that would be the most negative thing to do to bolster our footprint in a region is to exist there. But for legal reason, the Foundation will never be able to do that. And that's where I'm saying that, at the end of the day, even if we, and I respect her deeply, that the Foundation would be able to support those two goals, which is having a fiduciary duty to the organization, but to the global movement too. But at the end of the day, that is just not true. Even if I wish it to be true, it's not. Right.

[00:33:29] And just one last thing is I don't want to hog the conversation, but I think this is super useful to understand. Even though it might have been hiding in plain sight, I think a lot of this would be alleviated if there was some form of open meeting from the board that our community could at least observe, because it sounds like this has been a long standing tension. We would have understood this tension a lot better if we kind of knew about this because I had an inkling it was there. But it's good to have confirmation that it is, in fact, a real tension. Not that it's a massive problem, but it's a disconnect in many ways in terms of thinking. The other thing is that this explains a lot of the problems we have, even something like branding. Right, that the movement thinks of thing as like, wait a minute, you're about to, you're thinking of renaming the movement as Wikipedia. But that has massive implications for our community and our movement. But as a Board member of the foundation, you're like, well, that's not our charge. Our charges look out for the Foundation and its work and the Foundation. Its work would be helped by Wikipedia Foundation. So that explains a lot of the tension we have in our community. And it's good to keep that in mind as we talk about this.

[00:34:33] And if I may, I mean, when we saw James tonight and he said that and even if it was it was mostly it was always sibilant, very interesting discussion. But I feel that the discussion we just had with James and you is, as you said, there's been anything there, but it's been there. And that's the core for a lot of struggles we have.

[00:34:58] OK, so then Garah and then Kim and then Melissa, the questions Angara.

[00:35:07] Yeah. Thank you.

[00:35:09] Andrew has just done a pretty good job of answering the question. I wanted to ask and I've still got one comment is the Christophe and James seem a lot closer together than what they realize when you're standing on the outside listening to the discussion. Christophe's right in the sense that.

[00:35:31] Alan, the board's responsibilities are different and that the movement is one of your goals and its future is one of your goals, and our problem seems to be in the how do we get the right people out of the movement into the board? And then that raises the question, is just a general election the right way to go at all, for these community-selected seats? Yeah is quite as raw it is are these things actually where we need to go because we're not getting the right people out of the movement, into the board, we're not getting the people the board needs and we're not getting the people the movement needs because people don't understand the differences between the two. So there has to be something to give and communication needs to be improved.

[00:36:32] Just some context based on the many discussions that this team is having in many different regions, as someone who has been in the movement for many years, I started my little corner in Catalan wiki source and so forth. I am very familiar personally. I'm very familiar with the ethos that Andrew or James are describing, for instance. However, I have to say that I don't think that it's the only ethos going on in our movement. There's others. And I think the regional aspect when you meet. Volunteers in regions like Asia or Africa, also Latin America, you find people who joined more recently in comparison, they talked about three five years instead of 10, 15 years. And their perspective, for instance, things that is a non-starter in the context of long term Wikipedias with a strong Western European North American base. Many, many assumptions there are different. So, for instance, the fact of I think the line of Christophe, for instance, is like we are where we are discussing that.

[00:37:52] Of course, people from our community making it to the board. The first thing is that they need to be capable of being good board members, regardless of whether they are from my country or from the neighboring country, from the other side of the world, for instance, there is not so clear that that the role of the board members is to bring the voice of the community, for instance, which is a thing that I hear the first obligation of a trustee is to have the voice of the community in those meetings. I don't know. This is not equally understood.

[00:38:26] All over, all over the movement, and I think and that my last thought about this, I think I mentioned in the original aspect because it's easier to see. But I also wonder, even in the Western Europe and North America context, if we would hear more from younger as in people who have joined more recently, if we would hear more often what are their opinions.

[00:38:53] Because even in these communities with volunteers from a longer contributing for a longer time, it's actually not that easy to hear new voices, as in people who are from my country that actually just joined three years ago. And they are deeply involved in the movement, just as the ones with 10, 15 years. So I just want to mention this, that many times I'm feeling in these discussions that in the context of, for instance, Meta pages or Wikimedia-l, there's that assumption about this is the truth. And why are we even discussing it that then you just go out from these places to other spaces that are just as Wikimedia and as as as pure community environments? And the assumptions are just very different. And I think we need to acknowledge this.

[00:39:48] OK, thank you, Quim. Melissa.

[00:39:53] Hi. Thank you. This is a fascinating conversation to be part of, and I have a couple of different questions and thoughts. The first one is the nature of being on a board of directors in the United States. And if favor one sees three legal all of those details, the boards I've seen over the years have this variance of being very involved in important decisions or barely involved. And I'm wondering in particular, James, I wanted to ask you, in the nature of this board, is it too involved in decisions where it should be pulling back from? And are we looking at how many decisions we can move from? The small group of 16 to the bigger group of the Global Council? Does that make sense? Is a question.

[00:40:52] So, yeah, with respect to should the board be involved in the nuts and bolts operation of the Wikimedia Foundation? The answer is obviously no. And, you know, we're not you know, the board does mainly play fairly high level strategic role, you know, with respect to setting directions for our ED/CEO/C-levels.

[00:41:21] You know, some of the big move we made was with around the Universal Code of Conduct. We stated that this is something that we believe as a board our movement needs, and we instructed through the Eddys for that to be put into place.

[00:41:39] Same thing with, you know, our 2030 strategy. That was a recommendation coming from the board, going to our executive director. And we're not making any day-to-day decisions within the Wikimedia Foundation.

[00:41:55] One of the other questions that related was we all have this time constraint of one hundred and sixty-eight hours a week, and I was really surprised when I heard a board member a couple of years ago when I asked, how much time do you spend on board related work? He said about five hours a week. And as a volunteer who's who have put in 60s that kind of position and that amount, this is one of my criteria. I'm looking at board members who can commit time to the inexhaustible amount of work that might be involved in your role as a board member. And with what you've seen, how many hours a week is it to be a board of trustees member?

[00:42:36] Um, you know, the amount of work required is variable, you know, sometimes there's much more work to do than other times and also depend on what committees within the board that you're sitting on.

[00:42:49] Right. So, you know, some communities will have very busy periods and some committees will, you know, like the audit committee, for example, will have a very short period of time where they're busy. And then for much of the year, things run quite fairly smoothly. So, you know, there's a fair bit of communication back and forth to quantify the amount of work involved is difficult.

[00:43:17] OK, thank you very much.

[00:43:20] OK, Kim will like to answer Andrew's question in the chat box and then after Gamze answer, then Andrew will have another set of questions or comments.

[00:43:35] Yes, so.

[00:43:38] About clarifying the story, this word in English beats me fiduciary scope to the community members, so well, my work is communication, so it's no secret that I do believe that we have a communications problem in general with board activities, that the static information as it was a board, what do they do, what the word of the foundation is doing?

[00:44:04] And then also when it comes to regular updates about activities so that people not only here with the board in the worst times of discussions, but just on the day to day, and they realize that there's plenty of plain boring stuff that the board does, all these committees, etc. I mean, I call it boring. I hope you understand my sense of humor here.

[00:44:26] This just shows that people get a better idea about what it takes, what to, what is the work. So I agree on this point. What I again, in the privileged position this team has these days where we are getting we are organizing many meetings, we are getting many reports from many conversations. What I find very interesting personally is that the question of what, what, what are the actual obligations of the board? So your question actually is very likely to come in the middle of conversations, in again, in meetings with younger communities, younger to us, of course, in, in, in continents like Africa or in Asia. Whereas in other conversations we are having with longer term volunteers, the question becomes what the discussions are already getting to the stuff without asking about the board. Now, does this mean that these volunteers who are not asking, they know already what the board knows? Well, maybe not. Maybe what happens is that some volunteers have an assumption and run with this assumption and some others don't have an assumption yet. And they ask so and that actually sets the discussion in many different ways.

[00:45:51] Because, of course, when people then are discussing in some place, they might be using the same vocabulary when discussing regional seats skills. But actually they're starting points about what is the board. But the board does what the board should do. Maybe the starting points are very different, even regardless of opinions, just the basic knowledge about these questions.

[00:46:17] So, yeah, I think it's a very good point, Andrea, and I think communication can help.

[00:46:24] Yeah, I mean, my question was asked in the chat and you answered it, I think, you know, if someone if a number of us who are very experienced, the movement have only just in this call had this epiphany that, wait a minute, you weren't looking for someone to be a steward of the movement. You're looking for someone to be the steward of this very specific organization that is part of the stewardship of the movement. And I think that's a very different thing. And that would help. Understand or better frame a lot of the things that are going on here, because I think a lot of folks in our community are thinking of the board of trustees members as the ones that oversee the entire movement, and that if that is incorrect, which seems to be the way that we're going here, then that changes a lot of the expectations in the conversations that we're having here.

[00:47:12] That may help. You know, focus the conversations, the more productive areas.

[00:47:19] Just one more say one more thing and then I'll shut up. But I think there's now a very good opportunity to actually refresh all these or just start, because there's all this movement strategy process with the interim global council, the movement charter and the regional hubs. And these are totally new elements for everyone. So and these elements, of course, affect the future scope of the board of the foundation in some way. So it's a very good opportunity then to think how we communicate all this to every single editor in our movement, because to explain the interim global council, our the regional help to explain them properly, you really need to start to step behind on, you know, how those governance in the Wikimedia movement work today and which is even an interesting topic that only the people in this room will discuss for two hours without agreeing. So I think it's now it's a very good opportunity to think about how to communicate, not just the new items coming from the moving strategy, the whole pack, including the we can be the foundation and the board of trustees.

[00:48:32] Yeah, I'd love to hear of James, you had something to say. Or James Harmon pointed to the foundation board handbook with a clause in the.

[00:48:49] Just dropping in the link to the board handbook, which runs through the specific duties of the board of the Wikimedia Foundation.

[00:49:14] Meanwhile, there's a few minutes left and there's other questions in the chat.

[00:49:19] Can I put my voice up again?

[00:49:22] Just another quick, will you?

[00:49:26] Just a thought is. Why aren't. Because the board needs a specific skill set and you need an understanding, why isn't there understanding being offered? And training on what you need in the way of a board member through the wiki conference at Berlin, where you've got all the affiliates together, you've got the people that want to lead and work and build the community. They in one place give them the opportunity to use it as an area to identify and develop people over time. Why isn't the board using that opportunity? That's. Already available to.

[00:50:21] I've done it again, I've killed the conversation, get into it, and if I hear you correctly, I think your point you're making is why aren't we why don't we have a system to nurture board members and not just kind of find them?

[00:50:37] Absolutely. And we've already got the people that want a lot of one place every year, at least at that point, we can start identifying and finding and bringing those skill sets up.

[00:50:50] If I may.

[00:50:51] It's to me it's because most of the skills I think are needed at the board of the Foundation are not skills you learn within the Wikimedia world or you would be taught in the Wikimedia world. So the nurturing thing is important, but it lacks the track for professional experience because you cannot provide that to people.

[00:51:28] And back to my previous point is that - Obviously it's a skill set that is not developed in an hour between lunch and afternoon tea. It's one of those things that takes time. And all I'm saying is that the lack of understanding about the bill, about the board itself, a lot of those issues can be addressed in training and explaining how the board works, what's the expectation of them, through something like this conference where people are coming from so that the affiliates are able to engage and encourage the right people to step forward.

[00:52:13] I can answer to this, because while some topics during this call for feedback are being quite hard, like the quarters, actually this point you bring about training is coming very consistently, very quietly, but very consistently from many corners. And I would say that as of now, it's I mean, of course, it's not that it's a novel idea, but what this call for feedback is helping realize. I think it how important how much of a priority this is. So there's already ongoing. Training programs that have been focused more for the movement organizer type of role, and there's already I mean, my, my, my own team, as I report to my managers, look how things are coming. This is something that is not closely related to the next election that has to run this year because it's a bit late for that. But, yes, the fact of having a training curriculum that, of course, will not make you a perfect board member in itself, but at least will help volunteers. Getting some of those skills are getting more awareness of what the skills needed is very important at this point. And the point that there's also an awareness that due to the economic inequalities in different parts of the world within societies, it's also we are also aware that not everyone has the same access to the training of all the economic or business types of organizational type of skills that the ideal board member would have.

[00:53:53] And this is something that we also take into account that the skills, the skills access doesn't cut the diversity access.

[00:54:04] There's one pending question in the chat. It's from Melissa and the question is, are the chapters and others considered peers and partners or subjects of the WMF, and the handbook that James seem to share appears from 2017.

[00:54:29] And I can speak to that if you want.

[00:54:34] Yes, very briefly, because, yeah, so first the idea of are the chapters and affiliates and organizations, subjects of, and it is felt like that for many years, the Foundation is in control compared to a servant leadership model where it's the Foundation supporting from their hub in San Francisco and the other organizations supporting the growth of the movement where those of us on the front line are supported by instead of controlled by. So that was that question. And then, James, you pointed at the board handbook and I just glanced through the history. It doesn't look like it was substantially addressed or updated since 2017. So I just wanted to mention I was surprised to see it that old.

[00:55:20] Thank you. I can adjust the handbook really quickly. It is definitely due for a refresh. Luckily, though, I think that I mean, the aspects about what the role of a trustee is, that is evergreen. And so those are still applicable.

[00:55:38] And there's good, you know, with respect to the relationship between the Foundation and the affiliates, of course, we have these agreements between these two organizations.

[00:55:50] Both organizations are independent of one another. But of course, there was you know, we've all signed agreements. One, you know, all the affiliates have signed agreements with the Wikimedia Foundation with respect to, you know, roles and responsibilities. So.

[00:56:12] There's a relationship, but they're independent.

[00:56:16] Intertwined, as Christophe stated. If there's time for one more question for Christophe, and maybe James, too, I'm wondering, have you seen that that definition of what would be a skill set for a board member change over time or what would you see the inflection point? Because I'm, in defense of us as a community, I'm trying to say, if you look at who has been elected from the from our community to be on the board, almost none of them have anything on that rubric that would qualify. Right. If you go back to and I'm friends with pretty much every board member who's been elected, Florence, Angela Beesley, Erik Möller, Frieda Brioschi, Ting Chen, Sam Klein, Phoebe Ayers, none of them have run a hundred million dollar organizations before in the past or have any experience with this. So, yeah, that's all I want to say, is that if these qualifications or the requirements changed at some point, it would be interesting to find out when that inflection point was. Because I even if I agree with you, Christophe, I don't know where when that has shifted.

[00:57:17] And so, in my opinion, and that's a very personal opinion, I can even give you a date and give you a day and almost an hour. That's and and it's not easy to even but even for me as a symptom when that change happened, and since when we have not been having that all discussion of fiduciary duty and we manage that. It's in Haifa, the letter from the board saying that affiliates should stop fundraising. This was a big letter and we don't care about the content of the letter. But that day and that letter is the, for me, the first time the Foundation and the board made a decision that was in, was, for to protect the foundation and not to serve the movement. That's what and that's where the shifts actually began. And it's not so much a shift, but perhaps the first time there was a decision acknowledging that there is a very, very, very, very strong fiduciary duty to the foundation and not the movement.

[00:58:27] And since then, so it's been almost 10 years, or it's been 10 years, we have not had that discussion of how do we reconcile the fact that we have a foundation that has a fiduciary duty to the foundation, and the need for the global movement to have a body that has a fiduciary responsibility to the movement. And since then, we have had that struggle, and a lot of underlying struggles we've had, to me and in my opinion, has come from there. Even the disagreement we've had in the Board, as James said, is we have had this discussion or disagreement and these are very good to have. But we should I mean, we should just face them and address them and have the hard discussion on how we manage them and not just trying to find middle ways of managing, in my opinion. And what is your back of the napkin like?

[00:59:23] What percentage of our community understands this distinction?

[00:59:26] Can I suggest that?

[00:59:29] Zero. OK, good. OK, good to know.

[00:59:33] Sorry, I'm just trying to keep the office tower within an hour, but that just means that I would stop the recording and maybe even this conversation would just then continue in an even more relaxed way. Are you OK with this?

[00:59:49] Sure.