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The fallacy of power

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erik at wikimedia

Apr 28, 2008, 8:05 PM

Post #1 of 22 (756 views)
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The fallacy of power

The Board restructuring appears to have triggered discontent among
some community members. This seems to be in part motivated by the fact
that previous community propositions for the Board to encourage the
exploration of a Volunteer Council by means of a Board resolution were
declined, while at the same time, the structure of the Board was
changed to designate the responsibility for two seats to the chapters.
Another part of the dissatisfaction appears to be rooted in the
perceived lack of public communication about these changes.

I was not part of the Board meeting in San Francisco, and I'm not
speaking from an organizational position, nor am I writing this on the
basis of inside information about the meeting. Based on my own
experience as a former member of the Board and a longtime member of
this community, I would like to offer an alternative interpretation
for what I think is happening here.

My own understanding of this decision is exactly the opposite of what
some people seem to interpret it as: The Board has, through its
decision not to create a Volunteer Council but to encourage community
exploration of self-governance, made an explicit statement that it is
up to volunteers working on the projects to explore and propose
processes to decide what new projects & languages to create, what
decision making processes to use to resolve disputes, what major
software changes to enable, and so forth. The Board and the
organization will be minimally prescriptive in these processes. This
is in the organization's interest, as the top-down method of
implementing decisions affecting the projects doesn't scale well. I
interpret it as encouragement to "be bold" and develop scalable
volunteer-driven processes on all levels.

The Board, through its commitment to bringing in new Board members
with expertise in relevant legal, accounting, fundraising and
governance issues, has made it clear that it understands its
governance obligation and its fiduciary responsibility towards a
tax-exempt non-profit organization. Through its commitment to bringing
in chapters into the governance process, it has made an important
attempt to share lessons and recognize the chapters' role in the
international Wikimedia movement. Through its clear, continuing
commitment to community membership on the Board, it has stated its
long term view that, in order to guard and nurture our values, we need
individuals on the Board who live and breathe these values.

So, what I get from this is:

* The Board has given the community a clear "go" signal to explore
models of self-governance and decision making processes, be they
councils, direct voting, committees, or other processes which work.
This allows for the rapid, parallel evolution of mechanisms of
self-governance and a "survival of the fittest" decision-making
processes. That's a very real alternative to a top-down decision to
explore one particular model (Volunteer Council) and, arguably,
preferable.

* The Board has attempted to develop a reasonable balance in its own
composition to address the challenge of running a multi-million dollar
non-profit organization while preserving the key values that allow it
to exist.

But, the Board is _meant_ to not get involved in daily operations, it
is _meant_ to not try to make project-level decisions that cannot
scale, it is _meant_ to structure itself so that it can competently
hire an Executive Director when needed, so that it can evaluate her
performance, so that it can raise funds for the organization, so that
it can make sure that we are in compliance with the legal requirements
for organizations like ours. You will not get a Board that can do that
by simply picking the people with the highest edit counts and giving
them responsibility over the organization. That's a way to create an
organization that has good intentions but which cannot necessarily
balance its books or hire competent staff. In other words, it's a way
to create purely a social movement and not an organizational support
layer for one. But WMF is the support layer: We all are the social
movement.

Our Board of Trustees is present on wikis, IRC and mailing lists; it's
electronically reachable and responsive in ways I would posit no other
Board of Trustees of a similarly large organization is. This, and the
absence of other decision making bodies, creates a fallacy of power:
the false belief that, because the Board exists and participates, it
represents an operationally involved ruling body _for_ the social
movement, rather than an organizational body for _corporate
oversight_. But, really, the primary function of the Board is to
sustain and protect the organization. And, if anything, these Board
meeting outcomes are the Board's acknowledgment of the fact that the
true power rests with the community volunteers, and that the Board
should not interfere with community processes.

You can disagree, but the easiest way to prove this point is to look
at the decisions the Board actually makes:
http://wikimediafoundation.org/wiki/Resolutions

The most recent Board resolution that was highly project-facing was
the one on our content licensing, from December 2007:
http://wikimediafoundation.org/wiki/Resolution:License_update

And this resolution explicitly called for a community decision making
process. Other recent resolutions include:
* Approval of chapter organizations
* Approval of financial statements
* Approval of a credit card usage policy
* Approval of the job description for the Executive Director
* Update of the gift policy

What relevance do these decisions have to your daily project work? In
contrast, what relevance do they have to WMF as an organization
(rather than a social movement)? What qualifications do you need to
vote on such resolutions? I believe that the proposed Board structure
is a very reasonable response to these questions. It's no coincidence
or conspiracy that the current Board, made primarily of respected and
trusted community volunteers, has reached the conclusions it has.

It's easy to direct negative energy towards listservs and wiki pages.
It's much harder to direct positive energy towards solutions that
actually work. It seems to me that volunteer energy would now be most
usefully guided towards developing mechanisms of self-governance, per
project and across projects. Decision-making bodies and processes have
arisen, on a small scale, without any Board involvement. The challenge
is to scale them up. And it's a challenge to all of us.

Erik

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cimonavaro at gmail

Apr 28, 2008, 8:20 PM

Post #2 of 22 (741 views)
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Re: The fallacy of power [In reply to]

Erik Möller wrote:

<some wonderful wonderful stuff>

I do believe you have captured the true state
of affairs beautifully in that post of yours.

I don't think there was a single word in it
that I disagreed with. Perhaps I would have
added (as I have previously indicated) that
I would have much prefered for the board to
give formal acknowledgement and guidance to
the council formation process, but my view may
well be an overly cautious one, proven by
the future to be so, if the council that is
actually bootstrapped out of nothing turns out
to carve a functionality for itself, which it
would not have done, if nursed into being by
the board.

Yours in Wikimedia

Jussi-Ville Heiskanen

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meta.sj at gmail

Apr 28, 2008, 10:24 PM

Post #3 of 22 (751 views)
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Re: The fallacy of power [In reply to]

Thank you for this email, Erik. It is a pleasure to have so many eloquent
writers in the Foundation... perhaps a benefit of starting from a community
of writers. (As long as we're updating the bylaws, can we add a writing or
artistry requirement for future board members?)

On Mon, Apr 28, 2008 at 11:05 PM, Erik Moeller <erik[at]wikimedia.org> wrote:

> Another part of the dissatisfaction appears to be rooted in the
> perceived lack of public communication about these changes.
>

Yes.

The Board has, through its
> decision not to create a Volunteer Council but to encourage community
> exploration of self-governance, made an explicit statement... to "be bold"
> and develop scalable volunteer-driven processes on all levels.
>

I hope you are right; that would be inspiring.

> The Board, through its commitment to bringing in new Board members
> with expertise in relevant legal, accounting, fundraising and
> governance issues, has made it clear that it understands its
> governance obligation and its fiduciary responsibility towards a
> tax-exempt non-profit organization.

Assuming this is the case, I would appreciate more information on what the
governance obligation and fiduciary responsibility of the board entails. I
think the board's primary fiduciary responsibility is in ensuring that the
oversight of the projects not fall into the hands of any special interests,
something which giving outside experts seats on the board makes more
likely. (privately apointed directors go through significantly less vetting
and scrutiny than publicly elected ones)

How is adding Board members with expertise more suitable than having a
deeply trusted Board acquire and rely on a more broadly talented advisory
board?

For the benefit of assessing future similar changes to the bylaws, why is 4
expert board members a good idea, but not 40, and why we should not
similarly compress all community representation on the board into a few
"community expert" seats?

An incremental change over a few years, with regular unannounced updates to
the bylaws and board composition, could have dramatic results.

> But, the Board is _meant_ to not get involved in daily operations,

agreed

> it is _meant_ to not try to make project-level decisions that cannot
> scale,

agreed

> it is _meant_ to structure itself so that it can competently
> hire an Executive Director when needed, so that it can evaluate her
> performance, so that it can raise funds for the organization, so that
> it can make sure that we are in compliance with the legal requirements
> for organizations like ours.

agreed. this, but not /only/ this. most of these goals are not
incompatible with qualified community representation. Please make the case
that talented outsiders can serve better in their capacity as board members
than talented long-standing community members.

My case for the converse is a worry about corruption. Community members who
have devoted a significant portion of their lives to the project and
demonstrated their gut-level appreciation of the value and necessity of the
projects are far less corruptible than interested and talented outsiders;
while the breadth of the projects' appeal has granted us the benefit of
contributions from experts from all walks of life.

You will not get a Board that can do that by simply picking the people with
> the highest edit counts and giving them responsibility over the
> organization.

This is a strawman. The current board is a good one, and recognizes that
the power to organize, inform, and guide the projects' social and creative
content movements lies with the community. The /reason/ that this board is
wise has to do with its history, its long experience with the projects, and
its community membership. As that changes, the likelihood that future
boards will be insular, or will include hidden outside interests, rises.
Insular boards are more prone to making big mistakes, and to undercutting or
selling out their founding communities.

Two further points:

1. When the board changes the bylaws on short notice, it sets a precedent
for future boards to do the same. The current system has little in the way
of checks and balances; something that should be addressed while all parties
involved mean well.

2. You said elsewhere in this email:

> * The Board has attempted to develop a reasonable balance in its own
> composition to address the challenge of running a multi-million dollar
> non-profit organization while preserving the key values that allow it
> to exist.
>

As an aside -- the Foundation is coming to see itself as "a multi-million
dollar non-profit" and not "a foundation to support and expand a polylingual
collaborative the size and output of the Marshall Islands". That may lead
it to tackle the problem of being a good multi-million dollar non-profit
(not a novel problem, and one for which active community involvement might
be a distraction), and to avoid the novel problems posed by our polylingual
collab. It may also lead it to forget that the community with its many
passions and skills make up most of the first 100 "key values" that allow
the foundation to exist (leading to inefficiency, if not worse).

I concede that strong community governance and organization can provide
direction and avoid stagnation; but in the meantime the Foundation with its
own goals should be setting priorities in line with the unique constellation
that the projects could become, not in line with what would make for a
successful mid-sized knowledge-disseminating English-speaking foundation.

SJ
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mgodwin at wikimedia

Apr 28, 2008, 11:01 PM

Post #4 of 22 (736 views)
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Re: The fallacy of power [In reply to]

Samuel Klein writes:

> I
> think the board's primary fiduciary responsibility is in ensuring
> that the
> oversight of the projects not fall into the hands of any special
> interests,
> something which giving outside experts seats on the board makes more
> likely.

The board has many fiduciary responsibilities, and the one you name
here is not "primary" -- it's not the nature of fiduciary
responsibilities that one is primary over the others. As to what is
"more likely," it is worth noting that the appointed seats have one-
year terms, while the chapters and community-elected seats have two
year terms (in general) -- whoever is elected to the seat currently
held by Florence will serve only a one-year term, but the seat will
have two-year terms thereafter.

> How is adding Board members with expertise more suitable than having a
> deeply trusted Board acquire and rely on a more broadly talented
> advisory
> board?

You could ask the opposite of this question -- why shouldn't someone
who qualifies as a member of a broadly talented advisory board not be
eligible to be appointed to the Foundation board. Either you trust
your talented resources or you do not. The restructuring assumes that
trustworthy people can be found, either within the community (however
you choose to understand "community") or outside it.

> My case for the converse is a worry about corruption. Community
> members who
> have devoted a significant portion of their lives to the project and
> demonstrated their gut-level appreciation of the value and necessity
> of the
> projects are far less corruptible than interested and talented
> outsiders;
> while the breadth of the projects' appeal has granted us the benefit
> of
> contributions from experts from all walks of life.

I am not sure what kind of "corruption" you fear. I'm not sure I
grasp what kind of corruption is even possible.

> This is a strawman. The current board is a good one, and
> recognizes that
> the power to organize, inform, and guide the projects' social and
> creative
> content movements lies with the community.

If this is true, then it is within the realm of possibility that the
current, good board made a wise set of decisions and ought to be given
the benefit of the doubt. I tend to be an empiricist about such
matters -- if there are changes, I try to keep an open mind and
observe whether the changes are generating good or bad results. Human
enterprises being as complex and unpredictable as they are, I've often
found that my greatest sense of doom was associated with changes that
turned out to be for the best, while I've been blase about what I
thought were minor changes that turned out to have grave
consequences. Nowadays, I try not to assume I know in advance how
everything is going to turn out.

> 1. When the board changes the bylaws on short notice, it sets a
> precedent
> for future boards to do the same.

The board restructuring and the concerns it addresses have been
concerns of the Board for a long time, and not secretly either. I
don't think "short notice" is justified.

> As an aside -- the Foundation is coming to see itself as "a multi-
> million
> dollar non-profit" and not "a foundation to support and expand a
> polylingual
> collaborative the size and output of the Marshall Islands".

These two notions do not stand in any logical opposition to each other.

--Mike

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wikipedia at verizon

Apr 28, 2008, 11:26 PM

Post #5 of 22 (736 views)
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Re: The fallacy of power [In reply to]

Samuel Klein wrote:
> Assuming this is the case, I would appreciate more information on what the
> governance obligation and fiduciary responsibility of the board entails. I
> think the board's primary fiduciary responsibility is in ensuring that the
> oversight of the projects not fall into the hands of any special interests,
> something which giving outside experts seats on the board makes more
> likely. (privately apointed directors go through significantly less vetting
> and scrutiny than publicly elected ones)
>
Is vetting and scrutiny better just because there's more of it? The
election process vets for some things and not for others. I appreciate
the concern about capture by special interests, but can you articulate
why that's more likely with outside experts? Financial and employment
relationships seem to be the primary vehicle by which people imagine
this capture. It seems to me that a resume-interviews-background-check
approach does more to vet these issues than has historically been the
case in our elections.
> How is adding Board members with expertise more suitable than having a
> deeply trusted Board acquire and rely on a more broadly talented advisory
> board?
>
Because unlike the Board of Trustees, members of the Advisory Board do
not have the fiduciary obligations you so rightly emphasize. Being able
to bounce questions off an advisor with a financial background is not a
substitute for having someone who has both the expertise and the
fiduciary responsibility to guide the board through its oversight of
financial matters.

You are right that we need a more broadly talented advisory board, as
are others who say the foundation needs to make better use of it. The
advisory board was also the topic of some discussion in our meeting,
although its future development is still taking shape. Right now its
primary competencies are in the areas of technology and free culture,
which aren't really the issues we were dealing with. More details on the
advisory board will come when they are ready, but for now I'd welcome
ideas - what additional areas, broadly speaking, do we need represented
on the advisory board to provide useful working groups to advise the
Wikimedia Foundation?

--Michael Snow

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meta.sj at gmail

Apr 29, 2008, 2:06 AM

Post #6 of 22 (731 views)
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Re: The fallacy of power [In reply to]

On Tue, Apr 29, 2008 at 2:01 AM, Mike Godwin <mgodwin[at]wikimedia.org> wrote:

>
> Samuel Klein writes:
>
> > I
> > think the board's primary fiduciary responsibility is in ensuring
> > that the
> > oversight of the projects not fall into the hands of any special
> > interests,
> > something which giving outside experts seats on the board makes more
> > likely.
>
> The board has many fiduciary responsibilities, and the one you name
> here is not "primary" -- it's not the nature of fiduciary
> responsibilities that one is primary over the others. As to what is
> "more likely," it is worth noting that the appointed seats have one-
> year terms, while the chapters and community-elected seats have two
> year terms (in general) -- whoever is elected to the seat currently
> held by Florence will serve only a one-year term, but the seat will
> have two-year terms thereafter.
>

Thank you for this prompt reply.

What is the scope of these responsibilities? I have heard the term
"fiduciary responsibilities" used in Wikimedia circles as a way of shutting
down conversation -- thought not for some time -- and as a result I would
appreciate a proper definition. Those for whom english is not their native
language are likely even more confused about the matter.

I do appreciate the one-year term of the appointed seats (though as I
mentioned in another thread, I would prefer if it were clarified that those
seats do not vote for other appointed seats, or for their mid-term
replacement).

> How is adding Board members with expertise more suitable than having a
> > deeply trusted Board acquire and rely on a more broadly talented
> > advisory
> > board?
>
> You could ask the opposite of this question -- why shouldn't someone
> who qualifies as a member of a broadly talented advisory board not be
> eligible to be appointed to the Foundation board.

I expect the Board members to be people who are deeply committed to
upholding the long-term goals and principles of the projects. This involves
strategy and commitment to the projects' values. Expertise, in contrast, is
usually tactical, and requires a short-term commitment of time. I don't
see advisory talent and qualification as a Board member as having any
cross-correlation whatever.

> Either you trust
> your talented resources or you do not. The restructuring assumes that
> trustworthy people can be found, either within the community (however
> you choose to understand "community") or outside it.
>

Trusting someone to give good topical advice and trusting them to make good
long-term decisions and remain true to their principles are rather
different.

> > My case for the converse is a worry about corruption. Community
> > members who
> > have devoted a significant portion of their lives to the project and
> > demonstrated their gut-level appreciation of the value and necessity
> > of the
> > projects are far less corruptible than interested and talented
> > outsiders;
> > while the breadth of the projects' appeal has granted us the benefit
> > of
> > contributions from experts from all walks of life.
>
> I am not sure what kind of "corruption" you fear. I'm not sure I
> grasp what kind of corruption is even possible.
>

As long as we are using extra quotation marks... the Board is in a position
to attempt to "optimize fundraising" by taking on advertising, tying the
brand[s] to specific companies, or starting a censorship^B^B^Bcontent safety
campaign to make the sites more friendly to potential donor groups. These
may seem far-fetched now, but a step in this direction would be taking on
experts for their background in some unrelated field, who seem to "get it"
but in fact don't care much for the values that [we all believe] have made
the projects successful.

Of particular concern to me is that there is no mechanism for passing
extraordinary measures or referenda, no matter how overwhelmingly desired by
the collected Wikimedians; and that there is no trusted eminence that could
veto board actions in extraordinary circumstances. A simple majority of
board members could alter the bylaws however they saw fit, and then do
anything at all.

> This is a strawman. The current board is a good one, and
> > recognizes that
> > the power to organize, inform, and guide the projects' social and
> > creative
> > content movements lies with the community.
>
> If this is true, then it is within the realm of possibility that the
> current, good board made a wise set of decisions and ought to be given
> the benefit of the doubt.

It is possible.

You have been around for longer than I have, but I have seen my share of
good governing bodies that fail to prepare for a future in which they are
replaced by not-so-good boards, and regret the results. The way to avoid
this is to prepare checks and balances, not to give everyone the benefit of
the doubt until something goes wrong -- by when it is often too late.

> I tend to be an empiricist about such
> matters -- if there are changes, I try to keep an open mind and
> observe whether the changes are generating good or bad results.

I agree with this -- I am keeping an open mind, and hope the results
improve. However, the lack of notification before the recent change in
Board structure took place is already an empirical bad result.

> > 1. When the board changes the bylaws on short notice, it sets a
> > precedent
> > for future boards to do the same.
>
> The board restructuring and the concerns it addresses have been
> concerns of the Board for a long time, and not secretly either. I
> don't think "short notice" is justified.
>

It seems reasonable to expect that a significant change to the bylaws will
receive explicit billing as such in the agenda of any relevant board
meeting. This is not what happened. By all accounts, the decision to vote
on a significant bylaws change, and the vote itself, took place on short
notice.

You suggested no limits on what is acceptable for the board to carry out
without explicit notice. By this reasoning, a future board, after a general
discusion about structural change, could alter its composition by 30%, with
an arbitrary reshuffling of community, external, voted and appointed seats.
This could lead to, say, a board that was more than half appointed, still
with only 3 community seats, and the remainder selected by some
half-appointed mechanism. Such a configuration could be permanently
self-perpetuating, with even less accountability to the community than
currently exists.

> As an aside -- the Foundation is coming to see itself as "a multi-
> > million
> > dollar non-profit" and not "a foundation to support and expand a
> > polylingual
> > collaborative the size and output of the Marshall Islands".
>
> These two notions do not stand in any logical opposition to each other.

True, and I hope they will not so opose. But practically, when priorities
have to be drawn, I currently see (or just imagine?) a focus on the
trappings of the former and not the civil services of the latter.

SJ
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Apr 29, 2008, 2:31 AM

Post #7 of 22 (735 views)
Permalink

Re: The fallacy of power [In reply to]

On Tue, Apr 29, 2008 at 2:26 AM, Michael Snow <wikipedia[at]verizon.net> wrote:

> Is vetting and scrutiny better just because there's more of it? The
> election process vets for some things and not for others. I appreciate
> the concern about capture by special interests, but can you articulate
> why that's more likely with outside experts? Financial and employment
> relationships seem to be the primary vehicle by which people imagine
> this capture. It seems to me that a resume-interviews-background-check
> approach does more to vet these issues than has historically been the
> case in our elections.

I worry more about special interests coming in after the fact and working
out who is susceptible to influence. A person who has spent a few hundred
hours working to improve a project before engaging in governance seems to me
both more likely to weigh the values of the project well above his/her own
personal fortune, and more likely to be wary of such influence on its face.

> > How is adding Board members with expertise more suitable than having a
> > deeply trusted Board acquire and rely on a more broadly talented
> advisory
> > board?
> >
> Because unlike the Board of Trustees, members of the Advisory Board do
> not have the fiduciary obligations you so rightly emphasize. Being able
> to bounce questions off an advisor with a financial background ...

Interesting. But the specter of fiduciary obligation alone is not enough to
compel work from everyone... mistakes can be made by conflating the need
for experienced staff, the need for experienced advisors, and the need for
talented board members. Selecting the latter by expertise and not devotion
doesn't seem right, though I understand weighing expertise in
considerations.

Is there a list of skillsets currently being sought?

More details on the
> advisory board will come when they are ready, but for now I'd welcome
> ideas - what additional areas, broadly speaking, do we need represented
> on the advisory board to provide useful working groups to advise the
> Wikimedia Foundation?
>

Off the top of my head:
- Long-term sustainability (preparing for the future, for contingencies)
- NGO & government relations (synchronizing with / inspiring new
initiatives)
- Education & learning (improving usefulness to / working with
learners)
- Music; multimedia broadly (how to better include and reach out for
media)
- Information analaysis & research (improving work with researchers)
- Effective multilingual [internal] communication (something we continue
to avoid)
- Product design, marketing, and distribution (free knowledge is cool,
wikipedia should help make it more so)
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wikimail at inbox

Apr 29, 2008, 5:09 AM

Post #8 of 22 (725 views)
Permalink

Re: The fallacy of power [In reply to]

On Tue, Apr 29, 2008 at 2:26 AM, Michael Snow <wikipedia[at]verizon.net> wrote:
> Samuel Klein wrote:
> > How is adding Board members with expertise more suitable than having a
> > deeply trusted Board acquire and rely on a more broadly talented advisory
> > board?
> >
> Because unlike the Board of Trustees, members of the Advisory Board do
> not have the fiduciary obligations you so rightly emphasize. Being able
> to bounce questions off an advisor with a financial background is not a
> substitute for having someone who has both the expertise and the
> fiduciary responsibility to guide the board through its oversight of
> financial matters.
>
True, but an *employee* does have a fiduciary duty toward his/her
employer. Board member is not the right position for someone "to
bounce questions off". Expertise is a factor, but I'd say it's a weak
one, especially under the current structure where board members can't
be paid. General intelligence, a good knowledge of one's strengths
and weaknesses, and a willingness to learn, should be enough for a
board member in the expertise department. Strong commitment to the
founding principals of the organization should be the main factor for
selection, in my opinion.

I don't mean this to criticize Stuart, as I didn't agree with the
stringent qualifications to begin with, but I don't see where he he
fits all of the required qualifications. If he has "an accounting or
other financial designation (i.e. CPA, CA, CFA, or other International
equivalent)", please point this out. If he "has previously served as
a treasurer on another non-profit board (at least five years)", please
let us know.

Again, I'm not criticizing Stuart. He may be a great board member, he
may not. I don't really know anything about him on which to guess.
Presumably the board does, though.

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jwales at wikia

Apr 29, 2008, 5:18 AM

Post #9 of 22 (728 views)
Permalink

Re: The fallacy of power [In reply to]

Samuel Klein wrote:
> My case for the converse is a worry about corruption. Community members who
> have devoted a significant portion of their lives to the project and
> demonstrated their gut-level appreciation of the value and necessity of the
> projects are far less corruptible than interested and talented outsiders;
> while the breadth of the projects' appeal has granted us the benefit of
> contributions from experts from all walks of life.

I see no reason to think this is true or false. It is an interesting
speculation.

> This is a strawman. The current board is a good one, and recognizes that
> the power to organize, inform, and guide the projects' social and creative
> content movements lies with the community. The /reason/ that this board is
> wise has to do with its history, its long experience with the projects, and
> its community membership.

And that board, with all that experience, has come to an understanding
born in a long process of work that we need some outside expertise on
the board, and that we have not managed to get the kinds of expertise
that we need solely by drawing from a community process that has tended
to choose excellent community members and editors (who we also need).

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mgodwin at wikimedia

Apr 29, 2008, 8:09 AM

Post #10 of 22 (727 views)
Permalink

Re: The fallacy of power [In reply to]

Samuel writes:

> What is the scope of these responsibilities? I have heard the term
> "fiduciary responsibilities" used in Wikimedia circles as a way of
> shutting
> down conversation -- thought not for some time -- and as a result I
> would
> appreciate a proper definition.

See for example <http://en.wikipedia.org/wiki/Fiduciary_duty>.

> Trusting someone to give good topical advice and trusting them to
> make good
> long-term decisions and remain true to their principles are rather
> different.

Well, sure, but that's why the law imposes fiduciary responsibilities
on the Board of Trustees (even the appointed ones). The checks and
balances you are concerned about are built into the law itself.

> As long as we are using extra quotation marks... the Board is in a
> position
> to attempt to "optimize fundraising" by taking on advertising, tying
> the
> brand[s] to specific companies, or starting a
> censorship^B^B^Bcontent safety
> campaign to make the sites more friendly to potential donor groups.

The Board has always been in the position of taking action that would
destroy the community responsible for making the projects as vital and
rich as they are. No Board has been stupid enough to do so, and I
can't see how the restructured Board would suddenly become stupid
enough to do so.

> Of particular concern to me is that there is no mechanism for passing
> extraordinary measures or referenda, no matter how overwhelmingly
> desired by
> the collected Wikimedians; and that there is no trusted eminence
> that could
> veto board actions in extraordinary circumstances. A simple
> majority of
> board members could alter the bylaws however they saw fit, and then do
> anything at all.

This has always been the case. Nothing about the restructuring changes
this.

> You have been around for longer than I have, but I have seen my
> share of
> good governing bodies that fail to prepare for a future in which
> they are
> replaced by not-so-good boards, and regret the results. The way to
> avoid
> this is to prepare checks and balances, not to give everyone the
> benefit of
> the doubt until something goes wrong -- by when it is often too late.

As a constitutional lawyer, I think about "checks and balances" as a
feature of government, not of a nonprofit corporate board. In a
government, there are strong arguments for checks and balances (this
is a primary topic in the Federalist Papers), but with corporate
governance, the checks are primarily external ones (corporate law, the
legal system, etc.). If you want to paralyze a non-profit (and almost
all of my entire career has been working for nonprofits), by all means
ensure that every single action the entity takes is subject to a
referendum.

> You suggested no limits on what is acceptable for the board to carry
> out
> without explicit notice.

Is there a legal restriction that I'm overlooking? Please advise. The
Board certainly has to operate within the constraints of the law.

> By this reasoning, a future board, after a general
> discusion about structural change, could alter its composition by
> 30%, with
> an arbitrary reshuffling of community, external, voted and appointed
> seats.

There's a difference between "could" and "is likely to." No one can
make policy based on the worst imaginable cases. You have to assume
most people will act well most of the time, or this whole enterprise
collapses.

--Mike

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removed at example

Apr 30, 2008, 7:55 PM

Post #11 of 22 (719 views)
Permalink

Re: The fallacy of power [In reply to]

>
> You will not get a Board that can do that by simply picking the people
> with the highest edit counts and giving them responsibility over the
> organization.
>

I recently suggested prior editing experience and community involvement, and
directed my comments towards not only board members but foundation
employees. I suggested, and still maintain, that people who do not have this
prior experience do not understand the relevant processes at work and,
whatever their prior qualifications, are less qualified to serve in these
positions than someone who does. Luckily, for now, we have Jimbo, Anthere,
yourself and others. This will not always be the case, and I feel that now
is the appropriate time to address that issue. Further down the road will
not be in time.

I would like the important decisions that are being made on a daily basis by
board members and foundation employees to be made by people who understand
the global communities. Is it too much to ask that their be an explicit,
wikified guiding principle that we will introspect and look within the
projects for qualified people before looking outside? To a large degree it
obviates much of the worries expressed by the community because the people
who are serving are still a part of it and not some external "support"
platform.

I was taken aback when I read the new job postings (starting after Sue came
in, I believe), and I still am, every time. These are extremely qualified
people, but they are complete outsiders. Should they really be making
important decisions about something they don't "get," and something that
they might never get? Isn't there something missing from the following job
description, a qualification that you happen to have, but that foundation
employees are increasingly lacking with every new hire? How many of these
people is the foundation going to absorb? How detached from the community is
it going to become? How can it support the community if it doesn't
understand it because most of the people "supporting" it just wanted a job?

*JOB TITLE*

Head of Major Gifts, Wikimedia Foundation

*REQUIRED QUALIFICATIONS*

- Bachelor's degree or equivalent required; advanced degree preferred
- 7+ years of major gifts experience, preferably in a well-known
organization that is active internationally;
- Excellent interpersonal communication skills including the ability
to persuade, inspire and negotiate with a diverse array of people, primarily
verbally
- Confident, flexible and outgoing personal style
- Experience creating and delivering presentations
- Good knowledge of donor pools, trends in giving, prospect research,
cultivation, solicitation and stewardship;
- Experience with venture philanthropy and/or philanthropy in the
technology, education and media sectors, and/or in the Bay Area is helpful;
- Comfortable and proficient using a variety of communications and
networking tools (e.g., mailing lists, IM, IRC, wikis, LinkedIn, Facebook,
etc.);
- The ability to speak multiple languages is a major plus;
- Experience living or working outside the United States is a major
plus.
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birgitte_sb at yahoo

Apr 30, 2008, 8:55 PM

Post #12 of 22 (718 views)
Permalink

Re: The fallacy of power [In reply to]

--- On Wed, 4/30/08, Brian <Brian.Mingus[at]colorado.edu> wrote:
<snip WMF job qualifications lack community experience>
How can it support the community if it
> doesn't
> understand it because most of the people
> "supporting" it just wanted a job?
>

This is so off-base I really don't know where to begin. What mature person "just wants a job"? Do you realize that the large majority of people spend more energy focused on their job than anything outside of their nuclear family? If anyone was hired that only cared to collect a paycheck, they would quit in a month. There are much easier paychecks around. Do you realize the public crap WMF employees get from this list alone? And it must be threefold flowing around the informal blogs and IRC chat rooms floating around that are less public but guaranteed to eventually get back to the subject. It was nearly unbearable for me to have one gossiping troublemaker in an office. I can't imagine what it is like to be exposed to this crap on such widespread forums as WMF employees are. And it is not like they can go on wikibreak when it gets too stressful. This is their *job*. Many of them have moved to a new city and invested in a new life for this career.
It is not simple for them to "leave or fork" if things go badly. That means they care a great deal more about all things WMF running smoothly than most of us do. That means they are more likely to sacrifice their personal objectives for the broader operation of WMF.

I wouldn't work for WMF if you tripled my salary. Seriously sometimes people on this list really cross the line of rationality when discussing WMF employees. I don't think half the people who venture to comment on the subject have any clue what it takes to run even a very small office. Employees are not interchangeable robots, and they are not being done any favor to be offered a job by WMF. You don't find people that are willing to put up with this kind of criticism and second guessing on a 24 hour cycle unless they not only believe strongly in the mission but they believe that they can make a positive change in the organization. Anyone that wants to punch in and out and simply do what they are told will take a job where there is only one supervisor evaluating their work. Not where a hundred people evaluate the work and court anyone they believe can act as a supervisor to do something. Only ambitious high-minded sort people that *want* to be a part
of this community would go for a career in the WMF.

Birgitte SB

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meta.sj at gmail

May 1, 2008, 1:01 AM

Post #13 of 22 (714 views)
Permalink

Re: The fallacy of power [In reply to]

On Tue, Apr 29, 2008 at 8:18 AM, Jimmy Wales <jwales[at]wikia.com> wrote:

> Samuel Klein wrote:
> > My case for the converse is a worry about corruption. Community members
> who
> > have devoted a significant portion of their lives to the project and
> > demonstrated their gut-level appreciation of the value and necessity of
> the
> > projects are far less corruptible than interested and talented
> outsiders;
> > while the breadth of the projects' appeal has granted us the benefit of
> > contributions from experts from all walks of life.
>
> I see no reason to think this is true or false. It is an interesting
> speculation.
>

Perhaps I should start with the simpler claim that talented people who have
already given of their energies to contribute somehow to the projects make
more devoted stewards than those who bring talent an 'outside perspective'
but don't get where the projects originated.

> > This is a strawman. The current board is a good one, and recognizes
> that
> > the power to organize, inform, and guide the projects' social and
> creative
> > content movements lies with the community. The /reason/ that this board
> is
> > wise has to do with its history, its long experience with the projects,
> and
> > its community membership.
>
> And that board, with all that experience, has come to an understanding
> born in a long process of work that we need some outside expertise on
> the board, and that we have not managed to get the kinds of expertise
> that we need solely by drawing from a community process that has tended
> to choose excellent community members and editors (who we also need).
>

You distinguish the current process from the community itself -- which I
posit contains all of the skills so far suggested as needed.
I think that a year spent immersed in one of the projects is a better
preparation for board membership than many other pasttimes, and think that
dedicating some resources to being able to effectively seek out specific
talent within our community is something those concerned about hand-picking
talents for the Board should consider.

SJ
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meta.sj at gmail

May 1, 2008, 1:58 AM

Post #14 of 22 (709 views)
Permalink

Re: The fallacy of power [In reply to]

Mike, Thank you for the elaborated response, and the pointer to [[fiduciary
duty]]. I was hoping for specific examples of what that means in the case
of Wikimedia, from people who care about it, or who feel bound by it as
Board members.

On Tue, Apr 29, 2008 at 11:09 AM, Mike Godwin <mgodwin[at]wikimedia.org> wrote:

> > Trusting someone to give good topical advice and trusting them to
> > make good long-term decisions and remain true to their principles are
> rather
> > different.
>
> Well, sure, but that's why the law imposes fiduciary responsibilities
> on the Board of Trustees (even the appointed ones). The checks and
> balances you are concerned about are built into the law itself.
>

This is a rather omnipotent view of the law. Is there legal remedy for a
Board member who makes poor decisions in good faith?
I don't think the remedies offered by the law have much overlap with the
sorts of checks I have in mind.

A board of sensible, misguied people could easily decide that the best way
to pursue the foundation's stated goals is to disallow anonymous
contributions, filter all untrusted edits through a phalanx of professionals
and long-time members, and require new contribs to be in english and then
translate them into other languages after proper vetting and citation.

> The Board has always been in the position of taking action that would
> destroy the community responsible for making the projects as vital and
> rich as they are. No Board has been stupid enough to do so, and I
> can't see how the restructured Board would suddenly become stupid
> enough to do so.
>

I doubt any board would /knowingly/ destroy the community. They would
believe that they were pursuing a greater good that the 'important' parts of
the community respected, while destroying the generativity of the community
or the consensus and trust that have allowed us to go without significant
forks for such a long time.

> > Of particular concern to me is that there is no mechanism for passing
> > extraordinary measures or referenda, no matter how overwhelmingly
> > desired by
>
> This has always been the case. Nothing about the restructuring changes
> this.
>

This is simply an extra reason why having a majority of community-selected
members on the board is important. Such popular members may have many
faults, but leading the community astray in the hopes of a brighter unwiki
future isn't one of them.

> > You have been around for longer than I have, but I have seen my
> > share of
> > good governing bodies that fail to prepare for a future in which
> > they are
> > replaced by not-so-good boards, and regret the results. The way to
> > avoid
> > this is to prepare checks and balances, not to give everyone the
> > benefit of
> > the doubt until something goes wrong -- by when it is often too late.
>
> As a constitutional lawyer, I think about "checks and balances" as a
> feature of government, not of a nonprofit corporate board. In a
> government, there are strong arguments for checks and balances (this
> is a primary topic in the Federalist Papers), but with corporate
> governance, the checks are primarily external ones (corporate law, the
> legal system, etc.).

Wikimedia is not a normal nonprofit. It is unique. It helps steward the
work of hundreds of thousands of people producing the modern world's
greatest informational masterwork. As noted in another thread, Wikimedia is
somewhere between an unassuming non-profit and a small municipality in terms
of its the scope of its projects and responsibilities, and the level of
direct participation of the project contributors.
So I use the phrase "checks and balances" with governmental models firmly in
mind. I recommend rereading the Federalist Papers with Wikipedia in mind.
(I gave them to a fellow Wikipedian not two years ago with a similar
thought; they have only become more appropriate).

If you want to paralyze a non-profit (and almost
> all of my entire career has been working for nonprofits), by all means
> ensure that every single action the entity takes is subject to a
> referendum.
>

"Paralyze" is a strong term. Governments are just large, particularly
important non-profits, often with military, activist, or frontier origins.
Referendum policy is normally set up to avoid spurious efforts... One could
require, say, 1000 signatories to initiate one and 80% agreement for it to
pass. If this seems like too much bureaucracy, modifications of Board
voting procedure allowing for minority blocks to veto decisions in extremis
also seem like good ideas. Modifications of the bylaws should /definitely/
require more than the same minimum majority required to pass any
resolutions.
At the moment, the lack of oversight of the board's actions (see my
comments above on their fiduciary duties being insufficient to deter all but
the most outrageously poor judgement) is notable.

> You suggested no limits on what is acceptable for the board to carry
> > out
> > without explicit notice.
>
> Is there a legal restriction that I'm overlooking? Please advise. The
> Board certainly has to operate within the constraints of the law.
>

So it does. My emphasis is on the "without explicit notice". Legally, the
board can do anything it pleases with an announced meeting and ten days'
notice. Socially, there should be better layered and more nuanced policies
to avoid rash decisions. For instance, a new foundation guideline on how
board membership may expand or change in the future, or at least how chanegs
will be suggested an announced, would be welcome; and an existing guideline
that the Board be composed of a majority of community representatives seems
to be eroding, and should be reinforced or explicitly replaced.

> > By this reasoning, a future board, after a general
> > discusion about structural change, could alter its composition by
> > 30%, with
> > an arbitrary reshuffling of community, external, voted and appointed
> > seats.
>
> There's a difference between "could" and "is likely to." No one can
> make policy based on the worst imaginable cases.

This is not the worst imaginable case. This is simply what happened last
week. (reversing position on the stated use of two seats in order to meet a
particular allocation into seat classes, including two new classes of board
seats, seems pretty arbitrary to me.)

> You have to assume most people will act well most of the time, or this
> whole enterprise collapses.
>

I do! Catastrophes rarely occur because people act intentionally poorly.
My concerns, even those tagged with the brush of 'corruption', are for
failure modes in which everyone is acting in good faith, perhaps stubbornly,
but are out of touch with what matters to our projects, and corrupted by the
promise that reverting to some stable traditional model is just the panacaea
that the problem du jour needs. I have heard such suggestions time and
again from many Wikipedia fans and foes alike. I can easily imagine a
random cross-section of wikipedia-loving experts holding such misguided
ideas. Since Board decisions rarely involve exercising ones own opininos on
such matters, a bad mistake might remain just a possibility.

There is a real occurrence of self-selection, especially when a board with
some philosophical founder effect selects 40% of its successors; and there
are real failure modes favored by such self-selection. Specifically,
choosing board members for "non-profit governance" and "fundraising" skills,
skillsets similar to those for which many new Foundation staff are being
chosen, makes it more likely that the Foundation will develop a blind spot
to those changes that would be good for a traditional non-profit or
fundraising-seeking org but quite bad for Wikipedia and its sister projects
(or their communities).

SJ
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dgerard at gmail

May 1, 2008, 2:15 AM

Post #15 of 22 (713 views)
Permalink

Re: The fallacy of power [In reply to]

2008/5/1 Birgitte SB <birgitte_sb[at]yahoo.com>:
> --- On Wed, 4/30/08, Brian <Brian.Mingus[at]colorado.edu> wrote:

> How can it support the community if it
> > doesn't
> > understand it because most of the people
> > "supporting" it just wanted a job?

> This is so off-base I really don't know where to begin. What mature person "just wants a job"? Do you realize that the large majority of people spend more energy focused on their job than anything outside of their nuclear family? If anyone was hired that only cared to collect a paycheck, they would quit in a month. There are much easier paychecks around. Do you realize the public crap WMF employees get from this list alone? And it must be threefold flowing around the informal blogs and IRC chat rooms floating around that are less public but guaranteed to eventually get back to the subject. It was nearly unbearable for me to have one gossiping troublemaker in an office. I can't imagine what it is like to be exposed to this crap on such widespread forums as WMF employees are. And it is not like they can go on wikibreak when it gets too stressful. This is their *job*. Many of them have moved to a new city and invested in a new life for this career.

Indeed. People don't go to work for small charities (and in this
context WMF is a very small charity) for the beer and chicks. They
generally take a substantial opportunity cost hit in order to do
something for a living that helps the world.

- d.

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gerard.meijssen at gmail

May 1, 2008, 2:21 AM

Post #16 of 22 (715 views)
Permalink

Re: The fallacy of power [In reply to]

Hoi,
Both Erik and Anthere indicated their wish that the communities, the
projects organise themselves. The one big thing missing in the WMF is that
the community looks after itself. All projects are isolated, do not
cooperate, think the other projects scary. Holy cows like the English notion
that Featured articles are NPOV are routinely slaughtered in other projects.
The notion that an article sourced to the hilt can be POV as it does not
address what is written in other scholarly traditions is a notion that is
hardly considered.

When there is fear about interference of the board in the projects, then the
only reason why the board can do and would do such things is because there
is a big vacuum. The projects are not organised. The community has no voice
and as Anthere put it, when a council is started by fiat of the board, it
defines the relation.

The board of trustees and the WMF organisation enable our projects but
because of the lack of evident organisation, the autonomy of the projects is
fracrtured. There is no voice of the community, all that can be done is post
a question and find that entropy establishes itself so what is the point ?

When criticism of the board centres around fear, fear of what a future board
might do, then the only reasonable answer is to ensure that there is no
reason to fear. This is done best by organising a community / project
council, the place where the policies of the projects, the communities are
managed. When the community lookst after itself, there will be less room for
the board, the organisation to interfere.

This does not mean that a council cannot go rogue. However, they would be
completely and utterly our own rogues.
Thanks,
GerardM

On Thu, May 1, 2008 at 10:01 AM, Samuel Klein <meta.sj[at]gmail.com> wrote:

> On Tue, Apr 29, 2008 at 8:18 AM, Jimmy Wales <jwales[at]wikia.com> wrote:
>
> > Samuel Klein wrote:
> > > My case for the converse is a worry about corruption. Community
> members
> > who
> > > have devoted a significant portion of their lives to the project and
> > > demonstrated their gut-level appreciation of the value and necessity
> of
> > the
> > > projects are far less corruptible than interested and talented
> > outsiders;
> > > while the breadth of the projects' appeal has granted us the benefit
> of
> > > contributions from experts from all walks of life.
> >
> > I see no reason to think this is true or false. It is an interesting
> > speculation.
> >
>
> Perhaps I should start with the simpler claim that talented people who
> have
> already given of their energies to contribute somehow to the projects make
> more devoted stewards than those who bring talent an 'outside perspective'
> but don't get where the projects originated.
>
>
> > > This is a strawman. The current board is a good one, and recognizes
> > that
> > > the power to organize, inform, and guide the projects' social and
> > creative
> > > content movements lies with the community. The /reason/ that this
> board
> > is
> > > wise has to do with its history, its long experience with the
> projects,
> > and
> > > its community membership.
> >
> > And that board, with all that experience, has come to an understanding
> > born in a long process of work that we need some outside expertise on
> > the board, and that we have not managed to get the kinds of expertise
> > that we need solely by drawing from a community process that has tended
> > to choose excellent community members and editors (who we also need).
> >
>
> You distinguish the current process from the community itself -- which I
> posit contains all of the skills so far suggested as needed.
> I think that a year spent immersed in one of the projects is a better
> preparation for board membership than many other pasttimes, and think that
> dedicating some resources to being able to effectively seek out specific
> talent within our community is something those concerned about
> hand-picking
> talents for the Board should consider.
>
> SJ
> _______________________________________________
> foundation-l mailing list
> foundation-l[at]lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
>
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saintonge at telus

May 1, 2008, 12:55 PM

Post #17 of 22 (709 views)
Permalink

Re: The fallacy of power [In reply to]

David Gerard wrote:
> Indeed. People don't go to work for small charities (and in this
> context WMF is a very small charity) for the beer and chicks. They
> generally take a substantial opportunity cost hit in order to do
> something for a living that helps the world.

Hmmm! And I would have thought that Wikipedia would have some of the
best chicks with whom to have a beer.

Ec

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delirium at hackish

May 1, 2008, 4:32 PM

Post #18 of 22 (698 views)
Permalink

Re: The fallacy of power [In reply to]

Mike Godwin wrote:
> Samuel writes:
>
>> Trusting someone to give good topical advice and trusting them to
>> make good
>> long-term decisions and remain true to their principles are rather
>> different.
>>
>
> Well, sure, but that's why the law imposes fiduciary responsibilities
> on the Board of Trustees (even the appointed ones). The checks and
> balances you are concerned about are built into the law itself.
>

Not very effective ones, though. Firstly, an uncompensated officer of a
nonprofit organization acting in good faith is extremely difficult to
sue, due to explicitly granted immunities in various federal and state
laws. Even if they breach their fiduciary duty, as long as it wasn't
done maliciously or recklessly (or you can't prove that it was), there's
not much that can be legally done about it. And secondly, suing a board
member in court is a pretty empty threat anyway---even if we somehow
could prevail in the suit, it would probably damage us more than them.

Practical checks and balances, on the other hand, can come in the form
of internal oversight, policies, and mechanisms for adding a removing
members to the board.

-Mark

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swatjester at gmail

May 1, 2008, 4:38 PM

Post #19 of 22 (698 views)
Permalink

Re: The fallacy of power [In reply to]

Mark, I agree. That's, of course, assuming the plaintiffs have
standing to sue. Since there's no membership structure anymore, it
becomes a more difficult question. Just because the law implies checks
and balances does not mean that we can't add our own for good measure.

-Dan
On May 1, 2008, at 7:32 PM, Delirium wrote:

> Mike Godwin wrote:
>> Samuel writes:
>>
>>> Trusting someone to give good topical advice and trusting them to
>>> make good
>>> long-term decisions and remain true to their principles are rather
>>> different.
>>>
>>
>> Well, sure, but that's why the law imposes fiduciary responsibilities
>> on the Board of Trustees (even the appointed ones). The checks and
>> balances you are concerned about are built into the law itself.
>>
>
> Not very effective ones, though. Firstly, an uncompensated officer
> of a
> nonprofit organization acting in good faith is extremely difficult to
> sue, due to explicitly granted immunities in various federal and state
> laws. Even if they breach their fiduciary duty, as long as it wasn't
> done maliciously or recklessly (or you can't prove that it was),
> there's
> not much that can be legally done about it. And secondly, suing a
> board
> member in court is a pretty empty threat anyway---even if we somehow
> could prevail in the suit, it would probably damage us more than them.
>
> Practical checks and balances, on the other hand, can come in the form
> of internal oversight, policies, and mechanisms for adding a removing
> members to the board.
>
> -Mark
>
>
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May 1, 2008, 7:09 PM

Post #20 of 22 (704 views)
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Re: The fallacy of power [In reply to]

On Thu, May 1, 2008 at 7:32 PM, Delirium <delirium[at]hackish.org> wrote:
> Mike Godwin wrote:
>
> > Samuel writes:
> >
> >> Trusting someone to give good topical advice and trusting them to
> >> make good
> >> long-term decisions and remain true to their principles are rather
> >> different.
> >>
> >
> > Well, sure, but that's why the law imposes fiduciary responsibilities
> > on the Board of Trustees (even the appointed ones). The checks and
> > balances you are concerned about are built into the law itself.
> >
>
> Not very effective ones, though. Firstly, an uncompensated officer of a
> nonprofit organization acting in good faith is extremely difficult to
> sue, due to explicitly granted immunities in various federal and state
> laws.

I believe the corporation has to elect to grant these immunities.
However, the WMF has. WMF Bylaws Article VIII: "The Foundation shall
indemnify any Trustee or officer or any former Trustee or officer to
the full extent permitted by law."

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delirium at hackish

May 2, 2008, 12:35 AM

Post #21 of 22 (703 views)
Permalink

Re: The fallacy of power [In reply to]

Anthony wrote:
> On Thu, May 1, 2008 at 7:32 PM, Delirium <delirium[at]hackish.org> wrote:
>
>> Mike Godwin wrote:
>>
>>
>>> Samuel writes:
>>>
>> >
>> >> Trusting someone to give good topical advice and trusting them to
>> >> make good
>> >> long-term decisions and remain true to their principles are rather
>> >> different.
>> >>
>> >
>> > Well, sure, but that's why the law imposes fiduciary responsibilities
>> > on the Board of Trustees (even the appointed ones). The checks and
>> > balances you are concerned about are built into the law itself.
>> >
>>
>> Not very effective ones, though. Firstly, an uncompensated officer of a
>> nonprofit organization acting in good faith is extremely difficult to
>> sue, due to explicitly granted immunities in various federal and state
>> laws.
>>
>
> I believe the corporation has to elect to grant these immunities.
> However, the WMF has. WMF Bylaws Article VIII: "The Foundation shall
> indemnify any Trustee or officer or any former Trustee or officer to
> the full extent permitted by law."
>
Well, it's currently somewhat unsettled, but a number of experts think
that the federal Volunteer Protection Act of 1997, though intended
primarily to indemnify volunteers against suits by outsiders (e.g. the
board of a medical charity being sued if someone dies under the
charity's care), is worded broadly enough that it also has the effect of
indemnifying volunteers against breach-of-fidiciary-duty suits by the
organization itself, with the exception of reckless or malicious
breaches. It also explicitly preempts most state laws that would provide
less immunity.

In any case, my second point (not quoted above), that in very few cases
are we going to sue anyone anyway, is more important imo---the threat of
a fiduciary-duty-breach lawsuit is not a very effective tool for keeping
the organization on track. That's why we have so many
discussions/arguments about tools that actually are effective, such as
methods for selecting board members.

-Mark

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meta.sj at gmail

May 2, 2008, 8:21 PM

Post #22 of 22 (693 views)
Permalink

Re: The fallacy of power [In reply to]

On Wed, Apr 30, 2008 at 10:55 PM, Brian <Brian.Mingus[at]colorado.edu> wrote:

> I would like the important decisions that are being made on a daily basis
> by
> board members and foundation employees to be made by people who understand
> the global communities. Is it too much to ask that their be an explicit,
> wikified guiding principle that we will introspect and look within the
> projects for qualified people before looking outside? To a large degree it
> obviates much of the worries expressed by the community... Isn't there

something missing from the following job
> description, a qualification that you happen to have, but that foundation
> employees are increasingly lacking with every new hire? How many of these
> people is the foundation going to absorb? How detached from the community
> is
> it going to become?

I agree with Birgitte and David that everyone joining the foundation cares
deeply about it, and none of them 'just want a job'. That said, Brian,
your comments above resonate as well; I think the foundation will do its job
best if it makes an effort to find resources within its community, rather
than creating a class of staffers who are a few steps further removed from
the projects.

Especially when a project becomes sufficiently famous, people who care about
it (and want to take it home and hug it and squeeze it and fix it and call
it George) may have counterproductive ideas about how to do so, and may also
become detached. The WP Review, for instance.

@Mark : thanks for the followup on the practical protection offered by the
corporate check of fiduciary duty. which means that bringing experts onto
the board because of that legal duty may not be very effective. On the
other hand, the honor of being on an important board often is effective. I
would suggest that this honor is more effective for community members than
for outsiders, with an eye towards keeping the support of the community --
whereas outsiders, even when they are deeply motivated by this honor, then
see their goal as keeping the support of the other board members... they
have no social stake in the opinion of the community, and want mainly to
extend their membership. All of which contributes to inbreeding of Board
policymaking, amplifying any founder effects and increasing the likelihood
of a synchronized movement in a well-meant but misguided direction.

SJ
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