Expert board members - a suggestion

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Expert board members - a suggestion

Thomas Dalton
I've decided to take a different approach to the one I have been
taking on the subject of our new expert board member. I'm going to
make a constructive suggestion (perhaps I should have started with
that approach...).

It is self-evident that the WMF board needs to make decisions about a
wide range of subjects and that often those decisions will require
some knowledge and experience of the subject in question. It is also
self-evident that the community is not likely to select board members
that, between them, have knowledge and experience of all the subjects
required. This is why there are expert board members, to fill in the
gaps.

So, the need for experts is beyond question. I am, however, going to
question the need for them to be on the board. The rest of the board
do not, to my knowledge, abstain from voting when the subject for
discussion is not one they are an expert on. This means the expert has
just one vote of many, so that vote being based on expertise is
largely irrelevant. The expertise is useful because the expert uses
that expertise to advise the rest of the board, which means many votes
become based on expertise.

There are two main things a board member can do to shape the way the
foundation works. They can speak up in discussions and they can cast
their vote. I believe I have shown that the speaking up part is far
more significant for an expert than the voting part. For that reason,
I suggest that the vote be taken away from expert board members, they
don't need it. Experts should sit on the advisory board where they can
advise members of the community who sit on the board of trustees.

This would allow more community involvement, but would also allow more
expert involvement. At the moment we can only have four experts since
we don't want experts to outnumber the community and having too many
people on the board makes it inefficient. If the experts were moved to
the advisory board, there would be no real limit to how many of them
we could have. Those that have expertise relevant to whatever is on
the agenda for a given board meeting could be invited to that board
meeting, offer their advice, and then the community members could
vote. This is the key thing - the members of the advisory board need
to actually be used. At the moment I believe the advisory board is
largely dormant. If the board of trustees consulted the relevant
members of the advisory board more, there would be no need for experts
to be on the board of trustees.

To summarise, my suggestion is to abolish all the expert seats on the
WMF board of trustees and replace them with community selected seats
(either direct elections, chapter selections or some other method
entirely). The advisory board would then be filled with experts on all
the subjects required, which the board of trustees would then
routinely consult. This would, of course, need to happen over time -
the damage to continuity that would happen if that were done in one go
right now wouldn't worth it.

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Re: Expert board members - a suggestion

Casey Brown-5
On Wed, Aug 26, 2009 at 8:10 PM, Thomas Dalton<[hidden email]> wrote:
> Experts should sit on the advisory board where they can
> advise members of the community who sit on the board of trustees.

I think this is one of the main and very good points the board should
consider in the long run.  (Very fitting for now with our Strategic
Planning project!)

The Advisory Board hasn't really been used that well, at least not to
my knowledge.  There should probably be more effort placed on taking
advantage of that expertise there, but also keeping in mind the
community-related expertise (ie. this mailing list).  It's all a
balancing act that we'll need to get the hang of.

--
Casey Brown
Cbrown1023

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Re: Expert board members - a suggestion

Thomas Dalton
2009/8/27 Casey Brown <[hidden email]>:
> The Advisory Board hasn't really been used that well, at least not to
> my knowledge.  There should probably be more effort placed on taking
> advantage of that expertise there, but also keeping in mind the
> community-related expertise (ie. this mailing list).  It's all a
> balancing act that we'll need to get the hang of.

I think part of the problem is that there were some odd ideas about
how the Advisory Board would work. For example, it has a chair. I
can't work out why. Why would the advisory board ever meet as a group?
Being an expert is only of use if you are an expert in the subject
being discussed. Individual members of the advisory board should be
approached as and when their expertise is needed. That doesn't seem to
be how the group was originally envisaged, which explains why it was
never used - as designed, it was pretty useless.

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Re: Expert board members - a suggestion

Gregory Maxwell
On Wed, Aug 26, 2009 at 10:24 PM, Thomas Dalton<[hidden email]> wrote:
> I think part of the problem is that there were some odd ideas about
> how the Advisory Board would work. For example, it has a chair. I
> can't work out why. Why would the advisory board ever meet as a group?
> Being an expert is only of use if you are an expert in the subject
> being discussed. Individual members of the advisory board should be
[snip]

Presumably a chair can track membership and expertise and handle
routing messages to the relevant parties, participate with recruiting,
and otherwise act as an impedance match between the board proper and
the advisory board.  I'm not sure if that was what was envisioned, or
if chair is the best name for it, but I think that it's a reasonable
alternative to the sort of flat structure that you're describing.

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Re: Expert board members - a suggestion

Casey Brown-5
In reply to this post by Thomas Dalton
For some background reference,
* original resolution creating the Advisory Board:
<http://wikimediafoundation.org/wiki/Resolution:Advisory_board>
* current Advisory Board with biographies:
<http://wikimediafoundation.org/wiki/Advisory_Board>

On Wed, Aug 26, 2009 at 10:24 PM, Thomas Dalton<[hidden email]> wrote:
> I think part of the problem is that there were some odd ideas about
> how the Advisory Board would work. For example, it has a chair. I
> can't work out why. Why would the advisory board ever meet as a group?

Well, it actually has had two meetings:
<http://meta.wikimedia.org/wiki/Advisory_Board>

On Wed, Aug 26, 2009 at 8:10 PM, Thomas Dalton<[hidden email]> wrote:
> To summarise, my suggestion is to abolish all the expert seats on the
> WMF board of trustees

Going along with this, based on another thread about the Nomination
Committee, if this was done NOMCOM could instead be tasked with
looking to expand the Advisory Board with necessary characteristics.
(Basically the same goals/tasks, but directed in a different place.)

--
Casey Brown
Cbrown1023

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Re: Expert board members - a suggestion

thekohser
In reply to this post by Thomas Dalton
Wait, wait, wait.  I thought we had all formed consensus that the
appointment of Matt Halprin and his $2 million briefcase full of money was
an ideal (or, at least nearly ideal) measure of progress and success for the
Wikimedia Foundation.  I was about to announce a call for a standing
ovation, with a sporadic "Huzzah!" or two to punctuate our support!

Now you've got this wild idea, Thomas, to totally revamp the Board
structure?  What are you, some kind of troll who won't toe the party line?

Actually, I think your idea is a step backwards, Thomas.  Without the full
immersion of at least four "outside" experts directly on the Board, how will
the outside world ever come face-to-face with exactly how amazing is this
Foundation, that it not only can't recognize conflict of interest and
self-dealing snafus -- it actually actively seeks them out?!

Just like they tried to rocket a few school teachers up into space, so that
they can come back and recount to students first-hand what it's like to be
in orbit, we need to have outsiders on the WMF Board, so that after their
one- or two-year ordeal, they can come back to the mainstream of reality and
tell us about how the WMF does its Jedi mind trick.

--
Gregory Kohs
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Re: Expert board members - a suggestion

Ting Chen-2
In reply to this post by Thomas Dalton
Hi Thomas,

one year ago when I run for the board election I came with the same
proposal as you. Meanwhile I have changed my oppinion. The problem is
that this would not work out.

I totally agree with you that voting is the minor part of the board
decision making process. Actually in many cases it is only for the
protocol and formality. The really big part is before voting, while
discussion. Here you are totally right.

There are a lot of differences between a board member and an advisory
board member. The most important difference is the dedication. As a
board member you MUST attend board meeting, you MUST take part in
discussion. As an advisory board member you are not obliged to do that.
Naturally, if we have an issue and we feel lack of expertise, or simply
because we want to get more input from more sources, we go out and ask
members of the advisory board. This is for example why some of our
committees has advisory board member in it. This is also why the
advisory board would play a crucial role in the strategic planning. But
it is totally different between that expertise is already inside of the
board or if the expertise must at first be asked from outside of the
board. The best examples you can see are Stu West and Jan-Bard de
Vreede. Stu with his technical and financial expertise is simply there,
in every meeting, in the board mailing list, we don't have to go out and
ask someone from the outside, especially because these expertise are
really direly needed in every meeting and most of our topics. The same
is it with the organizational expertise that Jan-Bard brings into the
board both in how an ordinary procedure should look like as well as how
discipline must be excercised in the board. This is the reason why they
are asked to be on the board again and again and why they hold so
important offices in the board. Indeed, my experience with both of them
is why I have changed my opinion. I don't know Matt that long yet, just
met him in one board meeting. But I do feel that in this one meeting he
gave very interesting and important insights. For example how
measurement of success should look like. There are also other reasons
why we need expert seats. One is that sometimes you are in a discussion
and stumbles over something where you didn't see the need of an expert
before but where you feel really thankful to have one in the board.
Naturally you can say, hey, we need here an expertise, let us at first
ask someone in the advisory board and then make a decision. This
actually happend in the past year more than once. But this is a slow
process, you would go out and e-mail that person, she or he would
answer, there would maybe more questions that you would ask again, or
the board must first discuss internally and then ask again. This is
totally different as if you have already that expertise in the meeting
and can directly go forward. I also need not to mention that it is
totally different to talk with someone from face to face or via e-mail
and we cannot fly all advisory board members whose expertise are needed
in to the board meeting.

As I said before I had the same idea as you last year. But some times a
change of perspective or new experiences show that the idea doesn't work.

Greetings
Ting

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Re: Expert board members - a suggestion

Anthony-73
On Thu, Aug 27, 2009 at 6:35 AM, Ting Chen <[hidden email]> wrote:
>
> There are a lot of differences between a board member and an advisory
> board member. The most important difference is the dedication. As a
> board member you MUST attend board meeting, you MUST take part in
> discussion. As an advisory board member you are not obliged to do that.


Why isn't it?  What's the difference?  Is it just an ego thing?  People are
willing to commit to something if they can put "board member" on their
resume, but not if they can put "advisory board member" on it?

> I also need not to mention that it is
> totally different to talk with someone from face to face or via e-mail
> and we cannot fly all advisory board members whose expertise are needed
> in to the board meeting.


You could always get rid of the expertise seats and not replace them with
community seats, then fly out the board plus those advisory board members
who would have been regular board members if there had been advisory seats
available for them.

But if people aren't willing to make that commitment unless they have a
vote, I guess that makes sense.

Ideally most experts should be paid, not part of a board.  But maybe the WMF
can't afford that.
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Re: Expert board members - a suggestion

Thomas Dalton
In reply to this post by Gregory Maxwell
2009/8/27 Gregory Maxwell <[hidden email]>:

> On Wed, Aug 26, 2009 at 10:24 PM, Thomas Dalton<[hidden email]> wrote:
>> I think part of the problem is that there were some odd ideas about
>> how the Advisory Board would work. For example, it has a chair. I
>> can't work out why. Why would the advisory board ever meet as a group?
>> Being an expert is only of use if you are an expert in the subject
>> being discussed. Individual members of the advisory board should be
> [snip]
>
> Presumably a chair can track membership and expertise and handle
> routing messages to the relevant parties, participate with recruiting,
> and otherwise act as an impedance match between the board proper and
> the advisory board.  I'm not sure if that was what was envisioned, or
> if chair is the best name for it, but I think that it's a reasonable
> alternative to the sort of flat structure that you're describing.

I guess that is somewhere being a chair and a secretary. The job title
isn't important, as long as the role is clearly defined.

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Re: Expert board members - a suggestion

Thomas Dalton
In reply to this post by Ting Chen-2
2009/8/27 Ting Chen <[hidden email]>:
> There are a lot of differences between a board member and an advisory
> board member. The most important difference is the dedication. As a
> board member you MUST attend board meeting, you MUST take part in
> discussion. As an advisory board member you are not obliged to do that.

That's only because we don't specify such an obligation. There is
nothing stopping us having such an obligation included in the rules
for the advisory board.

> The best examples you can see are Stu West and Jan-Bard de
> Vreede. Stu with his technical and financial expertise is simply there,
> in every meeting, in the board mailing list, we don't have to go out and
> ask someone from the outside, especially because these expertise are
> really direly needed in every meeting and most of our topics.

Brion and Véronique have that expertise and could easily be brought in
to whatever meetings they are needed for.

>The same
> is it with the organizational expertise that Jan-Bard brings into the
> board both in how an ordinary procedure should look like as well as how
> discipline must be excercised in the board.

Sue seems to be pretty good at that kind of thing.

The only time I can see that using staff expertise wouldn't work is
when you are fulfilling the oversight role of the board and need to
check up on those staff members. In those situations, an expert on the
advisory board could be consulted. Does that kind of checking up
happen in every board meeting?

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Re: Expert board members - a suggestion

Geoffrey Plourde
In reply to this post by Anthony-73
Well, I have never understood why the board is so involved. Generally in business, the Board hires and fires the CEO and that's it.

I also consider expert seats a waste of space as that is why we have department heads.

Then again, I suspect I am and always will be in the minority.


________________________________
From: Anthony <[hidden email]>
To: Wikimedia Foundation Mailing List <[hidden email]>
Sent: Thursday, August 27, 2009 6:41:53 AM
Subject: Re: [Foundation-l] Expert board members - a suggestion

On Thu, Aug 27, 2009 at 6:35 AM, Ting Chen <[hidden email]> wrote:
>
> There are a lot of differences between a board member and an advisory
> board member. The most important difference is the dedication. As a
> board member you MUST attend board meeting, you MUST take part in
> discussion. As an advisory board member you are not obliged to do that.


Why isn't it?  What's the difference?  Is it just an ego thing?  People are
willing to commit to something if they can put "board member" on their
resume, but not if they can put "advisory board member" on it?

> I also need not to mention that it is
> totally different to talk with someone from face to face or via e-mail
> and we cannot fly all advisory board members whose expertise are needed
> in to the board meeting.


You could always get rid of the expertise seats and not replace them with
community seats, then fly out the board plus those advisory board members
who would have been regular board members if there had been advisory seats
available for them.

But if people aren't willing to make that commitment unless they have a
vote, I guess that makes sense.

Ideally most experts should be paid, not part of a board.  But maybe the WMF
can't afford that.
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Re: Expert board members - a suggestion

Thomas Dalton
2009/8/27 Geoffrey Plourde <[hidden email]>:
> Well, I have never understood why the board is so involved. Generally in business, the Board hires and fires the CEO and that's it.

I don't think that is the case. The board has a duty of oversight and
is generally responsible for high level decisions about the direction
of the company. The CEO is responsible for the day-to-day
implementation of the board's decisions.

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Re: Expert board members - a suggestion

Ting Chen-2
In reply to this post by Anthony-73
Anthony wrote:

> On Thu, Aug 27, 2009 at 6:35 AM, Ting Chen <[hidden email]> wrote:
>  
>> There are a lot of differences between a board member and an advisory
>> board member. The most important difference is the dedication. As a
>> board member you MUST attend board meeting, you MUST take part in
>> discussion. As an advisory board member you are not obliged to do that.
>>    
>
>
> Why isn't it?  What's the difference?  Is it just an ego thing?  People are
> willing to commit to something if they can put "board member" on their
> resume, but not if they can put "advisory board member" on it?
>  

No, it is not an ego thing. It is just that. Some people don't want to
be so involved. The board is the head of the Foundation, it is an
essential part of it. This is the reason why the board is so dedicated.
There are other organization that work otherwise, with more than hundred
board members who mostly don't really take part in board work. But the
WMF board works otherwise. We are a working board. There are experts who
don't want to be so dedicated. They are friendly to us. They are ok to
help if they can and if they have time for it, but they don't want to
give that a dedicated commitment. They are still very valuable and
helpful members of advisory board.

--
Ting

Ting's Blog: http://wingphilopp.blogspot.com/


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Re: Expert board members - a suggestion

Thomas Dalton
2009/8/27 Ting Chen <[hidden email]>:

> Anthony wrote:
>> On Thu, Aug 27, 2009 at 6:35 AM, Ting Chen <[hidden email]> wrote:
>>
>>> There are a lot of differences between a board member and an advisory
>>> board member. The most important difference is the dedication. As a
>>> board member you MUST attend board meeting, you MUST take part in
>>> discussion. As an advisory board member you are not obliged to do that.
>>>
>>
>>
>> Why isn't it?  What's the difference?  Is it just an ego thing?  People are
>> willing to commit to something if they can put "board member" on their
>> resume, but not if they can put "advisory board member" on it?
>>
>
> No, it is not an ego thing. It is just that. Some people don't want to
> be so involved. The board is the head of the Foundation, it is an
> essential part of it. This is the reason why the board is so dedicated.
> There are other organization that work otherwise, with more than hundred
> board members who mostly don't really take part in board work. But the
> WMF board works otherwise. We are a working board. There are experts who
> don't want to be so dedicated. They are friendly to us. They are ok to
> help if they can and if they have time for it, but they don't want to
> give that a dedicated commitment. They are still very valuable and
> helpful members of advisory board.

a) Could you give an example of an organisation with over 100 board members?

b) You haven't answered the question. Why couldn't the dedicated
experts that currently go on the board of trustees go on the advisory
board instead?

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Re: Expert board members - a suggestion

Michael Snow-3
In reply to this post by Thomas Dalton
Thomas Dalton wrote:
>> The best examples you can see are Stu West and Jan-Bard de
>> Vreede. Stu with his technical and financial expertise is simply there,
>> in every meeting, in the board mailing list, we don't have to go out and
>> ask someone from the outside, especially because these expertise are
>> really direly needed in every meeting and most of our topics.
>>    
> Brion and Véronique have that expertise and could easily be brought in
> to whatever meetings they are needed for.
>  
This is incomprehensible to me. One of the key responsibilities of the
board is to oversee the work of the staff. That requires a combination
of the board's own expertise plus outside advisors on occasion to
supplement this. Brion and Veronique do great work and we need their
expertise in doing it, and occasionally they may be brought into our
meetings to provide information. But it would be totally abdicating our
responsibilities for us to call on that expertise in order to review the
work they themselves did.

--Michael Snow


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Re: Expert board members - a suggestion

Thomas Dalton
2009/8/27 Michael Snow <[hidden email]>:

> Thomas Dalton wrote:
>>> The best examples you can see are Stu West and Jan-Bard de
>>> Vreede. Stu with his technical and financial expertise is simply there,
>>> in every meeting, in the board mailing list, we don't have to go out and
>>> ask someone from the outside, especially because these expertise are
>>> really direly needed in every meeting and most of our topics.
>>>
>> Brion and Véronique have that expertise and could easily be brought in
>> to whatever meetings they are needed for.
>>
> This is incomprehensible to me. One of the key responsibilities of the
> board is to oversee the work of the staff. That requires a combination
> of the board's own expertise plus outside advisors on occasion to
> supplement this. Brion and Veronique do great work and we need their
> expertise in doing it, and occasionally they may be brought into our
> meetings to provide information. But it would be totally abdicating our
> responsibilities for us to call on that expertise in order to review the
> work they themselves did.

If you read the entire email I sent you will find that I addressed
exactly that point. Please don't selectively quote to misrepresent
people, it is either extremely stupid, extremely immature or extremely
malicious, and I'm not happy with any of those qualities in the chair
of the WMF board.

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Re: Expert board members - a suggestion

Ting Chen-2
In reply to this post by Thomas Dalton
Thomas Dalton wrote:
> That's only because we don't specify such an obligation. There is
> nothing stopping us having such an obligation included in the rules
> for the advisory board.
>  
Yes there are. See my answer to Antony about dedication.

> Brion and Véronique have that expertise and could easily be brought in
> to whatever meetings they are needed for.
>  
> Sue seems to be pretty good at that kind of thing.
>  
Naturally are staff expertise very important for the board, but they
cannot substitute board expertise. The board must have expertise of its
own to supervise the staff. Replace the role that Jan-Bart is taking on
the board with Sue would be a good example of bad governance.

--
Ting

Ting's Blog: http://wingphilopp.blogspot.com/


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Re: Expert board members - a suggestion

Thomas Dalton
2009/8/28 Ting Chen <[hidden email]>:
> Thomas Dalton wrote:
>> That's only because we don't specify such an obligation. There is
>> nothing stopping us having such an obligation included in the rules
>> for the advisory board.
>>
> Yes there are. See my answer to Antony about dedication.

I did see your answer. I didn't see any reason for not having
dedicated people on the advisory board.

>> Brion and Véronique have that expertise and could easily be brought in
>> to whatever meetings they are needed for.
>>
>> Sue seems to be pretty good at that kind of thing.
>>
> Naturally are staff expertise very important for the board, but they
> cannot substitute board expertise. The board must have expertise of its
> own to supervise the staff. Replace the role that Jan-Bart is taking on
> the board with Sue would be a good example of bad governance.

As I've already said, the oversight part of the job can be assisted by
advisory board members. I would expect you to know what kind of
expertise you will need for oversight as soon as the agenda is put
together, so the appropriate advisory board members can be invited. It
is the discussions about future direction that are likely to need
unexpected expertise and there is no reason not to use staff for that.

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Re: Expert board members - a suggestion

Geoffrey Plourde
In reply to this post by Thomas Dalton
There can only be one leader in a business.




________________________________
From: Thomas Dalton <[hidden email]>
To: Wikimedia Foundation Mailing List <[hidden email]>
Sent: Thursday, August 27, 2009 1:26:22 PM
Subject: Re: [Foundation-l] Expert board members - a suggestion

2009/8/27 Geoffrey Plourde <[hidden email]>:
> Well, I have never understood why the board is so involved. Generally in business, the Board hires and fires the CEO and that's it.

I don't think that is the case. The board has a duty of oversight and
is generally responsible for high level decisions about the direction
of the company. The CEO is responsible for the day-to-day
implementation of the board's decisions.

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Re: Expert board members - a suggestion

Thomas Dalton
2009/8/28 Geoffrey Plourde <[hidden email]>:
> There can only be one leader in a business.

Not true at all. There are often lots of people leading different
things. The leader of all the leaders is the board, which isn't one
person, it is a committee.

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