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

The following discussion took place in the Telegram group "WM Community Board seats" as an offspring of the first session of the Second Office Hours in the Call for feedback: Community board seats.

The facilitation team sees it as an important part of the discussion and thus documents it here. All participants gratefully agreed to copying and pasting it from there to Meta concerning copyright and privacy issues. Thanks to all of you!

Report

Andrew Lih stated along Christophe Henners insights, that the turn from a community-driven/derived board to a more "professional board." started in 2011, wishing these days at least a portion of each meeting would be "open.", feeling it's odd, that a project and movement built around radical inclusion and transparency has a black box when it comes to BOT meetings.

Christophe Henner found it to be the start of the struggle between the responsibility to the org and to the movement.

Andrew Lih summarized the fact that a BOT member has a fiduciary responsibility to the board that "oversees the foundation and its work, as its ultimate corporate authority." as starting point of the discussion, stating that overseeing "the movement" is not part of that specification as it's within the movement, not *over* the movement. Christophe agrees to the summary.

Gregory Varnum asked if there are large nonprofits not within a Gov’t protected structure that successfully have open sessions in board meetings now?

Andrew Lih said it would be quite useful to do an inventory of like minded or mission aligned institutions and study best practices, referring to the DPLA (Digital Public Library of America) as an example for open board meetings.

Christophe Henner disagrees when it comes to open board meetings for the Foundation, because of the misunderstanding of the board role mostly.

Andrew said at least a partial openness would help, at least for the community to get to know the board members better. Gregory mentions liability as an obstacle for such a transparency, Christophe considers additional open meetings, though this would drastically increase the time needed to be a trustee.

Andrew than reminds though minutes from board meetings might be good for many, they are very late. Christophe agrees, stating that this is not due to the notetaking, but because of their approval afterwards.

Katherine Maher stepped in and agrees, there were good outcomes of open board meetings, but sensitive work moves to executive sessions then, and sometimes open meetings become scripted performances of openness. She sees this as an advantage of a Global Council, which is not about confidential information of running an organization, but about movement policy and governance, where open meetings are applicable. Furthermore, Katherine remarks, that the tension of movement v org responsibility will continue to be a challenge for all. Christophe agrees strongly, Katherine says, she hopes that council work or the movement strategy can make some progress in clarifying these roles and responsibilities as it could help unlock many challenges. Andrew makes clear, that he is not in favor of total transparency when it comes to board meetings due to confidential discussing critical issues, so the "open" part should only be a portion.

Andrew notes, that often the real duties of a trustee differ from peoples understanding and expectations. Katherine points out, that the primary duty of a trustee of a US based nonprofit is a fiduciary governance obligation to the organization and its mission.

Ad brought up the Constitution of the IFRC, which forms with the ICRC and 192 National Societies the Red Cross movement, the Global Council might become the general assembly of a federation of onwiki communities and affiliates, Jeromi is reminded to the concept of the UN, which he and Christophe, who studied the UN years ago, see with some skepticism as a role model. Ad brings the Red Cross Movement model up again, where the general assembly is the highest governing body of a membership organization and remarks that this is the same for all chapters in the Wikimedia movement. Ramzy agrees that the Red Cross mirrors the state of Wikimedia, being it possibly the closest direct example. Christophe agrees, but highlights some differences: the RC structure is highly professionalized and the board is nothing but an overseeing body and 100% co-opted. Both discussed the structure of the ICRC and the IFRC in detail and finally agreed, that the ICRC is the Foundation and IFRC is the Global Council in this, Ramzy agreed.

Christophe then asked, "1/ how do you represent all communities in the GC. 2/ what are the GC powers in the movement, and thus over the Foundation 3/ how do you make it a functioning useful body" and remarked, that the UN experiment holds a lot of teachings around that, but not all the answers. Yamen Bousrih answered on 1/, that the answer is in the design of future hubs, stating that the new hubs must be closely linked to the board seats and the GC and that the better the definition of hubs (regional and thematic), the better the GC and the board will be composed, all three are needed to be linked together. Christophe agreed.

Chat log

Christophe Henner: @fuzheado you purposefully triggered me :D you know me too well! Well done I wasn't planning to participate ^^

Andrew Lih: Christophe Triggered? I didn't know I was doing that. It was great catching up. Very enlightening!

I'm not sure anyone reading it after the fact can make sense of it, but here are the Etherpad notes from the session - https://etherpad.wikimedia.org/p/2020-02-20_Community_Board_Seats

Bachounda: +1

Andrew Lih: It would be great to do an oral history with you about the things we talked about - when did we see the WMF BOT going from a community-driven/derived board to a more "professional board." You pinpointed 2011 as the turning point, and that's fascinating to me. For folks really plugged into BOT issues, that may be obvious, but it is not at all obvious to the community. As I mentioned on the call, I wish the WMF BOT had at least a portion of each meeting as "open." It's rather odd, if you think about it, that a project and movement built around radical inclusion and transparency has a black box when it comes to BOT meetings.

Christophe Henner: I am not sure it's true, even less obvious to anyone. But to me it's the start of the struggle between the responsibility to the org and to the movement.

And it is no so much about being plugged to BOT issues as it has been my paid job to run orgs for 10 years now and every time stepping in because the orgs were dysfunctional. Either my brain is wired to analyze thing that way or my experience helps or both.

Andrew Lih: The TL;DR for anyone wanting a quick summary - we honed in on the fact that a BOT member has a fiduciary responsibility to the board that "oversees the foundation and its work, as its ultimate corporate authority." Overseeing "the movement" is not part of that specification. Later in the handbook it says "WMF is an entrusted steward within the Wikimedia movement." But it's within the movement, not *over* the movement. Would that be accurate Christophe ?

Christophe Henner: And again, it is just my take on the situation.

Yep, you have summed it up better than I ever could. Thank you :)

Gregory Varnum: Out of curiosity - and not suggesting this should be a factor so much as a potential learning point - are there large nonprofits not within a Gov’t protected structure that successfully have open sessions in board meetings now? Perhaps we can learn a bit about how they do it if so.

The ones I am personally familiar are affiliated with Gov’t but I imagine they are out there somewhere. :)

Andrew Lih: Yeah, I think it would be quite useful to do an inventory of like minded or mission aligned institutions and study best practices. I was impressed the DPLA (Digital Public Library of America) does open board meetings. Of course, a portion may be under executive session for personnel or critical issues.

DPLA does have closed meetings of the board as well, but a default open one is useful

Christophe Henner: As for open board meetings I tend to oppose it on Foundation level. Because of the misunderstanding of the board role mostly. But I could see a way with open board discussions.

Do you have links to DPLA open meetings, I am very curious how they do it

Andrew Lih: Even if it's a minority of the portion of the overall meeting, it would be an interesting idea to pursue. Even if the only role was for the community to get to know the board members better.

Gregory Varnum: My understanding is DPLA operates on a university governance model - I am not sure that affords them any protections as I’m not sure how affiliated with Harvard they legally are - but I wonder if that’s been a factor for them. I know a consideration for some orgs (not suggesting it’s the case here) is the matter of liability of things said in a meeting on behalf of the org.

Christophe Henner: The only way I would see it happen would be to have additional open meetings but that would go against having professional on the board as you would drastically increase the time needed to be a trustee.

Bachounda: look at this link ? - https://pro.dp.la/hubs/members-meeting

Andrew Lih: I think a significant portion of the community would just be happy with minutes from board meetings that were released within the same quarter. 🙂

Christophe Henner: Thank you!!!

Hahaha yeah well that is another topic. The saddest part is that, at the time, Chuck is doing an amazing note taking work. And then we would be hold up between having a lot of work, and when he was done me as chair being overworked too and taking ages to approve them.

Katherine Maher: As someone with some insight into the board and boards in general, and now that I’m rotating off hopefully less of a perception of a “dog in the fight”: I think there are many good outcomes of open board meetings, but it is true that even with open board meetings the most sensitive work generally then moves to executive session, and sometimes open meetings become scripted performances of openness . (I’m on the DPLA board, which I believe does well, as Andrew says, but I’ve still seen how even that work doesn’t always meet its communities expectations, and it does not have community board seats.)

It’s one reason why I am an advocate of the Global Council, because the fiduciary duty of personnel and budget and other confidential information of running an organization (EG the WMF) is less applicable in my understanding of the function of the global council, which is more movement policy and governance. Though I think this does raise the interesting question of open vs closed sessions, and whether there should be a default mode of the GC to open meetings.

All said, I was also on the board of the Sunlight Foundation, and even that transparency organization acknowledged the need for closed sessions at times, in order to balance the performative politics of open deliberations with the need for compromise that can happen behind closed doors.

There are often not obvious good models because there are always trade offs.

Our board as WMF is full of compassionate community members and mission committed appointed members, but the tension of movement v org responsibility is a real one that I believe continues to be a challenge for all stakeholders - community, trustees, staff.

Christophe Henner: Hahahahahaha

Even when we have not been working together for almost two years... I said that exactly in the meeting too ^^

Katherine Maher: I genuinely hope the council work or the movement strategy can make some progress in clarifying these roles and responsibilities; it could help unlock many challenges!

Sympatico, mi compadre

Christophe Henner: <3

Andrew Lih: Great insights, Katherine. I'm definitely not in favor of total radical transparency when it comes to board meetings - boards need to have the ability to speak frankly and confidentially discuss critical issues, so the "open" part should only be a portion.

Re: "the tension of movement v org responsibility is a real one" definitely came through in our call. It's helps the community understand a lot more about the rubric/Trustee Evaluation Form, the proceedings on brand, and the newly proposed bylaws. If what Christophe indicated is correct, and I concur, I think there is a signficant disconnect between the community's aspirations for an elected BOT member, and what the BOT member specification is on paper.

Christophe Henner: (Right now I am managing the same struggle between my daughter's wish to sleep because she is tired and her duty to play with me. Sometimes you need to make a choice because not making a choice is the worst option)

Andrew Lih: I jokingly (but perhaps not) suggested we should re-read the specification for a board member at the start of every meeting just to make sure people have the same understanding and expectations

Christophe Henner: I do think it would be a good idea. Even to read what the board role is. The handbooks frame it properly, it has no duty to the movement.

Jeromi Mikhael: Where can I read the specifications? (Sorry to interrupt)

Christophe Henner: Weither we (volunteers, trustees, staff,...) like it or not it is a fact :)

Katherine Maher: I have many thoughts ☺️ Working in our movement is a masterclass in good people with shared intent who sometimes whiff right past one another!

Andrew Lih: I tried to outline it in the Etherpad, but I'll try to repaste here for clarity

1) As written the BOT charge does not cover the "movement" at large - https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_of_Trustees - "The Wikimedia Foundation Board of Trustees oversees the foundation and its work, as its ultimate corporate authority."

2) What is the relationship of the WMF board and the movement? The handbook says: 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."

Christophe Henner: @fuzheado do you want to try to have some time next week where we talk and hash out the idea and we try to write it down for sharing?

Andrew Lih: 3) The distinction here is that the WMF is an entrusted steward "within" the Wikimedia movement but not *over* the movement

Christophe Henner: I mean by myself it would not be as good I fear.

Jeromi Mikhael: Equal standing

Andrew Lih: Yeah, what do you think would be the right format/venue/medium for such a clarifying document or explanation

Christophe Henner: (Happy to make it open)

Katherine Maher: Simplified, the primary duty of a trustee of a US based nonprofit is a fiduciary governance obligation to the organization and its mission. There are many ways we can interpret how the movement/mission fit within that, but those become textual interpretations that have a lot to do with how one views the movement and power. I, myself, read a lot of Manuel Castells 😁

Christophe Henner: No idea, we can work out the content and once we have it see the distribution depending on what we say. I mean, being too public could create a hassle to our coms friends.

Andrew Lih: You are a better person than I am - I was on the same faculty with him at USC and I'm sure you are better versed in his writings!

Jeromi Mikhael: Whew, what an interesting but complex discussion we have today! It surely takes some steps to become a wikimedian from a wikipedian

Andrew Lih: LOL - Keep doing what you're doing! Don't let the details get you down 🙂

Katherine Maher: Yes! I support Andrew’s comment! You are so welcome ☺️

Christophe Henner: I always thought the craziest in our movement were the one willing to learn and do stuff in the org parts of our movement :D

Ad Huikeshoven: Yesterday I have been reading the Constitution of the IFRC, which forms with the ICRC and 192 National Societies the Red Cross movement.

Katherine Maher: Networked power and counterpower! The story of Wikimedia 😂

Ad Huikeshoven: The Global Council might become the general assembly of a federation of onwiki communities and affiliates.

Jeromi Mikhael: Hmm, sounds like the UN

Ad Huikeshoven: And, that is positive thing, or not?

Christophe Henner: Both ^^

Jeromi Mikhael: That's another story.... 😶

Ad Huikeshoven: What is your point about UN?

Christophe Henner: To me. I studied the UN structure / governance years ago. It has ups and down like all. It always goes to what trades off are you willing to do as a group and individually

Jeromi Mikhael: When someone mentions "general assembly" or "security council" that's what i thought of immediately

Ad Huikeshoven: I was referring to structures in the Red Cross/Crescent movement, not the UN

In this context general assembly is the highest governing body of an association, a membership organization. All chapters in the Wikimedia movement are membership organizations and do have a general assembly.

Ramzy M (dwf²): The Red Cross movement is a very interesting example of globalized movement that mirrors the state of Wikimedia, possibly the closest direct example.

Ad Huikeshoven: For structure, and for the turf wars like between IFRC and ICRC.

Christophe Henner: Yes, but their structure is highly professionnalized and the board is nothing but an overseeing body. And it's 100% co opted.

Ad Huikeshoven: ICRC board is co-opted, and IFRC has elections, and a general assembly with one representative per National Society. I am still curious how National Societies select their representative to the IFRC general assembly.

Christophe Henner: Iirc it depends, I could try to find back my notes but it was almost 10 years ago

Ad Huikeshoven: I assume thise representatives are eithe the president, chair or (international) secretary of the National Society, which are membership association themselves. In the Netherlands the chair of the Red Cross is appointed by the government.

Christophe Henner: But in compare, ICRC is the Foundation and IFRC is the Global Coucil

Ad Huikeshoven: True, what I wrote

TTYL

Ramzy M (dwf²): And the Red Cross national societies are our Affiliates

Christophe Henner: Yes

Ad Huikeshoven: The question is how do you put the online project wiki communities in this picture?

Christophe Henner: In my opinion, GC

But that is where the hardest discussion lies. 1/ how do you represent all communities in the GC. 2/ what are the GC powers in the movement, and thus over the Foundation 3/ how do you make it a functioning useful body

The UN experiment holds a lot of teachings around that, but not all the answers

Yamen Bousrih: 1/ how do you represent all communities in the GC ? >>> the answers is in the design of future hubs

Christophe Henner: You have a link please? So I avoid making an out of context answer.

Yamen Bousrih: The new hubs are still being discussed and I think this topic must be closely linked to the board seats and the GC. Better we have a definition of hubs (regional and thematic) the better the GC and the board will be composed.

IMLTHO the board, the GC and the Hubs must be linked together.

Christophe Henner: I agree it is one discussion

And it's not just about representation but also structure.

How are US wikimedians represented in that hub structure?