[Wikimedia-l] Open and recorded WMF Board meetings

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[Wikimedia-l] Open and recorded WMF Board meetings

Pine W
Circling back to a subject that I've mentioned before, I favor having
meetings of the WMF Board be open and recorded by default, with limited
exceptions for discussions of legally privileged information and other
subjects for which there is a strong reason that deliberations should
remain private. Note that "wiki-political sensitivity" is not one of those
reasons.

I hope that recent events illustrate that it may be better to be
transparent from the beginning than try to suppress information that
eventually leaks out or emerges after a lengthy series of questions.

The WMF Board minutes tend to be brief, and the Board's deliberations are
rarely public. This is disappointing for an organization in the open source
movement. WMF should be an exemplar of transparent and open governance.

To illustrate the kind of detail that can be omitted from Board minutes and
the temptation to omit information for questionable reasons, I suggest this
clip from the British satire "Yes, Minister", in which two civil servants
discuss the Prime Minister's wish to suppress the publication of a chapter
of a book: https://www.youtube.com/watch?v=jNKjShmHw7s

I hope that, as the WMF Board moves forward, it transforms into a model of
transparency and openness; less "Yes, Minister" and paralysis and
resistance to the community, and more transparency and vigor in public
service. Having WMF Board meetings be open and recorded by default would be
a wonderful step in aligning the Board with the value of transparency.

Pine
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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Chris Sherlock

> On 3 Mar 2016, at 5:31 PM, Pine W <[hidden email]> wrote:
>
> Circling back to a subject that I've mentioned before, I favor having
> meetings of the WMF Board be open and recorded by default, with limited
> exceptions for discussions of legally privileged information and other
> subjects for which there is a strong reason that deliberations should
> remain private. Note that "wiki-political sensitivity" is not one of those
> reasons.
>
> I hope that recent events illustrate that it may be better to be
> transparent from the beginning than try to suppress information that
> eventually leaks out or emerges after a lengthy series of questions.
>
> The WMF Board minutes tend to be brief, and the Board's deliberations are
> rarely public. This is disappointing for an organization in the open source
> movement. WMF should be an exemplar of transparent and open governance.
>
> To illustrate the kind of detail that can be omitted from Board minutes and
> the temptation to omit information for questionable reasons, I suggest this
> clip from the British satire "Yes, Minister", in which two civil servants
> discuss the Prime Minister's wish to suppress the publication of a chapter
> of a book: https://www.youtube.com/watch?v=jNKjShmHw7s
>
> I hope that, as the WMF Board moves forward, it transforms into a model of
> transparency and openness; less "Yes, Minister" and paralysis and
> resistance to the community, and more transparency and vigor in public
> service. Having WMF Board meetings be open and recorded by default would be
> a wonderful step in aligning the Board with the value of transparency.
>
> Pine

I cannot be more supportive of this proposal.

Let’s have the Board meetings be recorded. If they cannot be recorded, then I’d like the WMF to improve their meeting minutes.

I was thinking that minutes need to be recorded by an appointed scribe. It should show what time the meeting started, and what time it officially finished. I’d like to see times when issues were discussed, and a scribe could do this quite effectively. It would also show us if something was discussed that *wasn’t* noted in the minutes.

I would also like Board members to document actions they have taken on behalf of the WMF outside of meetings. Besides being a statutory requirement, it’s a good idea and helps with transparency.

Of course, the best solution would be Pine’s proposal of recording meetings and releasing these to the general public.

Chris


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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Richard Ames
Seems a good guide:

https://www.governanceinstitute.com.au/media/428696/gov-inst_bestpracticeminutes_2014.pdf

R/R

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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Erik Moeller-3
In reply to this post by Chris Sherlock
2016-03-02 22:56 GMT-08:00 Chris Sherlock <[hidden email]>:

> Let’s have the Board meetings be recorded. If they cannot be recorded,
> then I’d like the WMF to improve their meeting minutes.

Jimmy made a couple of suggestions earlier [1], including to publish
all presentations given to the Board and to have a trusted community
observer.

To discuss which practices to adopt, it's worth first looking at the
existing Board manual, which is a remarkably detailed document that
goes into many of these issues including the exact process for minutes
publication, what types of information is captured in minutes, and so
on. [2]

When it comes to presentations, the manual primarily refers to
exceptions such as Legal presentations and documents "intended for
presentation".

I would recommend clarifying the standards under which such decisions
are made, perhaps in the manual itself, and indeed publishing
presentations going forward. For instance, I think one can make
reasonable arguments either way when it comes to revenue related
presentations, but there should be a general approach.

Personally I would recommend transparency for those, as well, with
confidential business income and similar data being omitted if
necessary. "Competitive analysis" and the like is generally not the
kind of thing that WMF is good at doing secretly, and indeed many of
its risk analyses have been made public. Certainly all strategy
presentations should be public.

As for minutes, again, it seems to me a matter of first clarifying,
possibly in the Board manual, what level of detail is appropriate. It
seems to me that the Board is adhering to a relatively risk-averse,
conservative approach right now, whereas WMF staff (which make many
risky and potentially sensitive decisions on a day-to-day basis)
capture significantly more individual-level detail in quarterly review
minutes without apparent ill effect. I understand the concern about
"speaking freely", but I personally think this is overstated in many
cases.

The Board, being a governance body, _will_ often talk about sensitive
issues that cannot be captured in detail, such as personnel,
management and legal matters. But that doesn't mean it cannot adhere
to a greater level of detail in capturing strategy conversations, for
example.

Erik

[1] https://lists.wikimedia.org/pipermail/wikimedia-l/2016-February/082719.html
[2] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_Handbook

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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Erik Moeller-3
2016-03-02 23:22 GMT-08:00 Erik Moeller <[hidden email]>:
> Jimmy made a couple of suggestions earlier [1], including to publish
> all presentations given to the Board and to have a trusted community
> observer.

"Nearly all", to paraphrase accurately, and on re-reading the email
I'm not sure I understand the "observer" idea ("a program of invited
board observers from people who are well known and well trusted by the
community"). Personally, I do find it intriguing but I'm not sure it
would add much value transparency-wise, unless these observers play
some kind of role in the discussion of what gets published, i.e. they
effectively act as advocates for transparency.

> When it comes to presentations, the manual primarily refers to
> exceptions such as Legal presentations and documents "intended for
> presentation".

That should read: "intended for publication".

Erik (and now I'm really over my quota)

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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Brion Vibber-4
In reply to this post by Erik Moeller-3
On Wednesday, March 2, 2016, Erik Moeller <[hidden email]> wrote:
>
>
> To discuss which practices to adopt, it's worth first looking at the
> existing Board manual, which is a remarkably detailed document that
> goes into many of these issues including the exact process for minutes
> publication, what types of information is captured in minutes, and so
> on. [2]
> [2] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_Handbook


I'm going to quote the current state of the bit that has always worried me
about minutes:



   - The Secretary takes minutes of the meeting.
   - No more than three weeks after the meeting, the Secretary posts draft
   minutes and a draft resolution to approve the minutes on the Board wiki;
   Board members must amend or vote to approve the minutes within 10 days.
   - No more than five weeks after the meeting, the Secretary posts the
   approved public minutes and any presentations intended for publication, to
   wikimediaannounce-l
   <https://lists.wikimedia.org/mailman/listinfo/wikimediaannounce-l>.
   Public minutes and the resolutions approving them are available on the WMF
   wiki at meetings <https://wikimediafoundation.org/wiki/Meetings> and
   resolutions <https://wikimediafoundation.org/wiki/Resolutions>. The
   Secretary also certifies a hard copy of the minutes and any referenced
   documents, including any nonpublic portions of the minutes and retains them
   in Board books.



This three to five week delay is very out of step with the best practices
recommended in the rest of the organization.

Please push "send" at the end of the meeting and amend them later with
notes if clarification is required...

The board meetings already have a privacy switch, the executive session
(kick out any visitors and leave a big empty spot in the public notes), for
things that cannot be public.

-- brion
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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Chris Sherlock
In reply to this post by Erik Moeller-3

> On 3 Mar 2016, at 6:22 PM, Erik Moeller <[hidden email]> wrote:
>
> To discuss which practices to adopt, it's worth first looking at the
> existing Board manual, which is a remarkably detailed document that
> goes into many of these issues including the exact process for minutes
> publication, what types of information is captured in minutes, and so
> on. [2]

[snipping material]

> As for minutes, again, it seems to me a matter of first clarifying,
> possibly in the Board manual, what level of detail is appropriate. It
> seems to me that the Board is adhering to a relatively risk-averse,
> conservative approach right now, whereas WMF staff (which make many
> risky and potentially sensitive decisions on a day-to-day basis)
> capture significantly more individual-level detail in quarterly review
> minutes without apparent ill effect. I understand the concern about
> "speaking freely", but I personally think this is overstated in many
> cases.

I think the issue, aside from the extreme tardiness of the meeting minutes (really, the Board needs 3 weeks to publish the minutes and apparently has been late even then?!?) is that the level of details is ridiculous. The meeting minutes for the last Board meeting look like they were written on the back of an envelope, then typed into the wiki. And it’s missing that there was any discussion at all about the removal of one of the Board members, or that they asked James to leave the meeting immediately after the vote.

I think the Board’s Secretary needs to step in to answer this question. Why is there missing actions in the minutes? Why aren’t the minutes complete? The Secretary is responsible for minutes, so let’s hear from him why the minutes aren’t up to date.

Would someone please ask Geoff Brigham to come onto the list to explain this please? And also explain why it takes so long to prepare these minutes and have them signed off?

Chris
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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Chris Keating-2
In reply to this post by Pine W
A few reflections on this subject:

1) I would however endorse the idea of publishing more papers /
presentations, and fuller notes of discussions in minutes.  These give a
lot of context to what is going on, and often it's lack of context that
makes people concerned about what is actually going on. (I'd echo Eric's
comment about the level of depth that WMF staff share in quarterly reviews
and so on!)

2) Audio or video recording meetings is, in my view, a very bad idea.
Wikimedia UK tried this for a while and then abandoned it. Board members
start worrying about how their words are going to be perceived by people
outside the meeting rather than the people in the meeting. In an
environment where someone will start a critical email thread about every
single misphrasing or ambiguity, I really worry this would cripple the
Board's ability to have a conversation about any issue.

3) 3 weeks for publication of minutes sounds like a reasonable time frame
to me. I'm seeing a few "How can it take 3 WEEKS??!!?!?" reactions from
people. Probably because the Board spends all weekend meeting then on
Monday go back to their jobs. Then someone starts writing up the minutes
from their notes, probably the next weekend. The realise they need to query
something and drop someone an email about it. They respond on Tuesday, by
which point the minute-writer is spending the free evening they dedicate to
Board work on addressing some other issue and the next chance they get to
look at it is first thing on Saturday morning - they spend Saturday morning
writing up minutes and then circulate a draft .... which then someone wants
to amend ... .you get the picture. :)

Regards,

Chris
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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Brion Vibber-4
On Thursday, March 3, 2016, Chris Keating <[hidden email]>
wrote:

>
> 3) 3 weeks for publication of minutes sounds like a reasonable time frame
> to me. I'm seeing a few "How can it take 3 WEEKS??!!?!?" reactions from
> people. Probably because the Board spends all weekend meeting then on
> Monday go back to their jobs. Then someone starts writing up the minutes
> from their notes, probably the next weekend. The realise they need to query
> something and drop someone an email about it. They respond on Tuesday, by
> which point the minute-writer is spending the free evening they dedicate to
> Board work on addressing some other issue and the next chance they get to
> look at it is first thing on Saturday morning - they spend Saturday morning
> writing up minutes and then circulate a draft .... which then someone wants
> to amend ... .you get the picture. :)


Why would minutes be written after the fact instead of during the meeting
by the designated note taker(s)?

-- brion
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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Chris Keating-2
>
> Why would minutes be written after the fact instead of during the meeting
> by the designated note taker(s)?


Because the notes you take as you go along aren't in a fit state to serve
as minutes?
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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Andrew Gray-3
In reply to this post by Chris Keating-2
On 3 March 2016 at 11:51, Chris Keating <[hidden email]> wrote:
> A few reflections on this subject:
>
> 1) I would however endorse the idea of publishing more papers /
> presentations, and fuller notes of discussions in minutes.  These give a
> lot of context to what is going on, and often it's lack of context that
> makes people concerned about what is actually going on. (I'd echo Eric's
> comment about the level of depth that WMF staff share in quarterly reviews
> and so on!)

I think this may have got written out of order :-) But, yes, I agree
that publishing board papers can be very useful.

> 2) Audio or video recording meetings is, in my view, a very bad idea.
> Wikimedia UK tried this for a while and then abandoned it. Board members
> start worrying about how their words are going to be perceived by people
> outside the meeting rather than the people in the meeting. In an
> environment where someone will start a critical email thread about every
> single misphrasing or ambiguity, I really worry this would cripple the
> Board's ability to have a conversation about any issue.

Also agree. Detailed minutes strike a good balance here.

> 3) 3 weeks for publication of minutes sounds like a reasonable time frame
> to me. I'm seeing a few "How can it take 3 WEEKS??!!?!?" reactions from
> people. Probably because the Board spends all weekend meeting then on
> Monday go back to their jobs. Then someone starts writing up the minutes
> from their notes, probably the next weekend. The realise they need to query
> something and drop someone an email about it. They respond on Tuesday, by
> which point the minute-writer is spending the free evening they dedicate to
> Board work on addressing some other issue and the next chance they get to
> look at it is first thing on Saturday morning - they spend Saturday morning
> writing up minutes and then circulate a draft .... which then someone wants
> to amend ... .you get the picture. :)

I think this is entirely reasonable for minutes made by and for an
entirely volunteer group. But WMF is a large organisation, employing
many staff. It coordinates and supports the board meetings, presumably
at some cost. Surely it could arrange to provide a confidential
note-taker whose *job* it is to take those minutes, put them into a
fit state the following day, and circulate them shortly afterwards? It
might still take a little while to get them approved and published,
but we'd still be a step up on where we are now.

--
- Andrew Gray
  [hidden email]

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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Chris Sherlock
In reply to this post by Brion Vibber-4
On 3 Mar 2016, at 10:56 PM, Brion Vibber <[hidden email]> wrote:
>
> Why would minutes be written after the fact instead of during the meeting
> by the designated note taker(s)?
>
> -- brion

And why is the entire board writing up the minutes?

In fact, the job of a scribe is to be able to take down accurate notes during the meeting. Normally, they write up the meeting minutes and send them to everyone, which is part of the process in the Board's manual. If someone disputed the accuracy they say so and it gets resolved.

That does NOT take 3 weeks. I would also suggest if the Board are too busy to provide input on the minutes of Board business then they need to either reduce their commitments, or they need to step away from the Board. They have responsibilities that they committed to when they accepted their position on the Board and they need to take them seriously.

Chris
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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Chris Keating-2
>
>
> That does NOT take 3 weeks. I would also suggest if the Board are too busy
> to provide input on the minutes of Board business then they need to either
> reduce their commitments, or they need to step away from the Board. They
> have responsibilities that they committed to when they accepted their
> position on the Board and they need to take them seriously.
>

Out of interest, Chris, have you ever served on a nonprofit board?
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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Chris Sherlock


Sent from my iPhone
On 3 Mar 2016, at 11:22 PM, Chris Keating <[hidden email]> wrote:
>
> Out of interest, Chris, have you ever served on a nonprofit board?

Nope.

Chris

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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Chris Keating-2
>
>
>
> Sent from my iPhone
> On 3 Mar 2016, at 11:22 PM, Chris Keating <[hidden email]>
> wrote:
> >
> > Out of interest, Chris, have you ever served on a nonprofit board?
>
> Nope.
>
>
If you ever do, I think you will end up with a very different perspective
on the commitment of time and emotional energy WMF board members make, and
what it's reasonable to expect of them.

Chris
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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Brion Vibber-4
In reply to this post by Chris Sherlock
On Thursday, March 3, 2016, Chris Sherlock <[hidden email]>
wrote:
>
>
> That does NOT take 3 weeks. I would also suggest if the Board are too busy
> to provide input on the minutes of Board business then they need to either
> reduce their commitments, or they need to step away from the Board. They
> have responsibilities that they committed to when they accepted their
> position on the Board and they need to take them seriously.


I would ask that we tone down some of the personal vitriol... We've got
broken *processes* here, which are being followed.

In the common parlance: "don't hate the player, hate the game."

-- brion



>
> Chris
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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Chris Keating-2
In reply to this post by Chris Keating-2
> A few reflections on this subject:
>

(snip)

I forgot one. Herewith:

4) Minutes while helpful aren't a substitute for proactive communication.
Having just written about this subject at length* I won't go into it again.
But when the WMF Board simply makes a controversial decision and putting
out a statement, it usually isn't communicating optimally. I'd usually put
communicating with stakeholders proactively, higher on the priority list
than ensuring prompt production of minutes.

(I am still scratching my head about how WMF Board might have acted on this
better after the November Board and staff meeting, given the many
challenges of that situation. But it does look like another case where a
statement was written that didn't end up communicating what the Board were
hoping it would communicate.)


*
https://meta.wikimedia.org/wiki/User:The_Land/Why_do_They_always_do_It_wrong
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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Chris Sherlock
In reply to this post by Chris Keating-2

On 3 Mar 2016, at 11:36 PM, Chris Keating <[hidden email]> wrote:

>> Sent from my iPhone
>> On 3 Mar 2016, at 11:22 PM, Chris Keating <[hidden email]>
>> wrote:
>>>
>>> Out of interest, Chris, have you ever served on a nonprofit board?
>>
>> Nope.
> If you ever do, I think you will end up with a very different perspective
> on the commitment of time and emotional energy WMF board members make, and
> what it's reasonable to expect of them.
>
> Chris

Not really. My mother was involved in a non-profit. She also looked after two children, worked full time and did a lot of housework (I fell kind of bad I didn't help enough, but I was young and my dad worked sone odd hours).

She managed to get the meeting minutes distributed in about a week. She treated it very seriously and yes, sometimes they were late by a week.

Interestingly, I checked out GLAM's minutes. They are published very quickly and are quite detailed. The Discovery Team's minutes are very detailed and were published very rapidly.

The WMF's minutes were published on the Wiki on the 14th January, but it was held on the 7-8 November. And they don't mention the board action to remove James, so they don't appear to be complete. And some points don't appear to be particularly detailed.

Do you serve on any non-profit boards Chris?

Chris
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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Chris Sherlock
In reply to this post by Brion Vibber-4

> On 3 Mar 2016, at 11:37 PM, Brion Vibber <[hidden email]> wrote:
>
> On Thursday, March 3, 2016, Chris Sherlock <[hidden email]>
> wrote:
>>
>>
>> That does NOT take 3 weeks. I would also suggest if the Board are too busy
>> to provide input on the minutes of Board business then they need to either
>> reduce their commitments, or they need to step away from the Board. They
>> have responsibilities that they committed to when they accepted their
>> position on the Board and they need to take them seriously.
>
>
> I would ask that we tone down some of the personal vitriol... We've got
> broken *processes* here, which are being followed.
>
> In the common parlance: "don't hate the player, hate the game."
>
> -- brion

I apologise if I've overstepped the mark.

Chris

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Re: [Wikimedia-l] Open and recorded WMF Board meetings

Brion Vibber-4
In reply to this post by Chris Keating-2
On Thursday, March 3, 2016, Chris Keating <[hidden email]>
wrote:

> >
> > Why would minutes be written after the fact instead of during the meeting
> > by the designated note taker(s)?
>
>
> Because the notes you take as you go along aren't in a fit state to serve
> as minutes?


I'd appreciate a closer perspective on what that means; what sort of
changes actually happen between notes taken at the time and the eventual
publishing? Practically speaking, what could change in how they're taken or
reviewed to make sure that happens faster?

-- brion


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