[Wikimedia-l] Thoughts on WMF Governance reviews

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[Wikimedia-l] Thoughts on WMF Governance reviews

Chris Keating-2
Just wanted to post some thoughts on the subject of the WMF having an
external governance review/audit. As you may know the FDC recommended that
the WMF should do this and I imagine the WMF board is thinking about the
matter at the moment. I was Chair of Wikimedia UK when we undertook our
governance review in autumn 2012 so hope my perspective is useful.

On balance I think an appropriately-defined governance audit, conducted by
the right people, would be helpful for WMF and the community but here are
some pros and cons.

*Reasons against  *
1. Cost. At a minimum, an audit would cost $20,000 - if done very
efficiently in a light-touch way. An extensive review could cost several
times that much. Anyone who you'd want to do the work would have a day rate
of $1000+ for top-level consultants and $500+ for other people involved.
2. Governance reviewers won't solve any of the "Wikimedia-specific"
problems. Hopefully whoever would be appointed would have experience of
working with boards of volunteer-based movements not just 'conventional'
non-profits. However, Wikimedia levels of transparency will still be
unusual for them and governance consultants are very unlikely to recommend
or support (say) live-streaming board meetings to increase transparency, or
making community-elected trustees unsackable without a referendum of some
kind.
3. Progress already made. The WMF Board has already introduced a number of
key policies, e.g. a code of conduct. If those have already addressed some
of the key issues then an external review will have less to say.
4. Risk of getting unfocused answers. There is a risk with this kind of
review of getting lots of detailed comments on various policies and
documents that don't actually have an impact. However, this can be avoided
with a well-defined brief.

*Reasons to do it*
1. Feedback on Board behaviour. A reviewer will probably interview Board
members and senior staff, and attend a meeting, as well as reviewing
documents and policies. As a result they will be able to observe the actual
behaviour of the board. That is unique (and hopefully helpful) feedback.
2. Reassurance. From November to January, a lot of people (including many
WMF staff and community members) were confused and concerned (to put it
mildly) about what was happening at WMF board level. (Probably there were
also people *on the WMF board* sharing the same concerns). Many of those
people are still concerned to varying degrees. An external review that says
"actually, most of this is working fine now but you can improve X, Y and Z"
is valuable reassurance for the whole community. If, on the other hand, the
review says "actually there are some serious issues that still need to be
sorted out" then much better that the Board realises that and acts on it in
the next couple of months than waiting another year or two and running into
the same problems again.
3. The amount of change that's happened lately. The WMF has grown immensely
in the last 10 years and has had very high turnover on the Board in the
last 2. Some of the ways of working that have grown up in those 10 years
may not be right, and some of those that were right might no longer be in
the Board's institutional knowledge. If I were in the shoes of one of the
newer WMF trustees I would think that an external governance review was a
very helpful step in making sure that the Board was working as effectively
as possible.

Regards,

Chris Keating
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Re: [Wikimedia-l] Thoughts on WMF Governance reviews

Dariusz Jemielniak-3
thanks for this! A useful food for thought (for transparency: mid-May I
started a conversation with Chris about how the process worked in the UK).

best,

dj

On Thu, Jun 2, 2016 at 8:02 AM, Chris Keating <[hidden email]>
wrote:

> Just wanted to post some thoughts on the subject of the WMF having an
> external governance review/audit. As you may know the FDC recommended that
> the WMF should do this and I imagine the WMF board is thinking about the
> matter at the moment. I was Chair of Wikimedia UK when we undertook our
> governance review in autumn 2012 so hope my perspective is useful.
>
> On balance I think an appropriately-defined governance audit, conducted by
> the right people, would be helpful for WMF and the community but here are
> some pros and cons.
>
> *Reasons against  *
> 1. Cost. At a minimum, an audit would cost $20,000 - if done very
> efficiently in a light-touch way. An extensive review could cost several
> times that much. Anyone who you'd want to do the work would have a day rate
> of $1000+ for top-level consultants and $500+ for other people involved.
> 2. Governance reviewers won't solve any of the "Wikimedia-specific"
> problems. Hopefully whoever would be appointed would have experience of
> working with boards of volunteer-based movements not just 'conventional'
> non-profits. However, Wikimedia levels of transparency will still be
> unusual for them and governance consultants are very unlikely to recommend
> or support (say) live-streaming board meetings to increase transparency, or
> making community-elected trustees unsackable without a referendum of some
> kind.
> 3. Progress already made. The WMF Board has already introduced a number of
> key policies, e.g. a code of conduct. If those have already addressed some
> of the key issues then an external review will have less to say.
> 4. Risk of getting unfocused answers. There is a risk with this kind of
> review of getting lots of detailed comments on various policies and
> documents that don't actually have an impact. However, this can be avoided
> with a well-defined brief.
>
> *Reasons to do it*
> 1. Feedback on Board behaviour. A reviewer will probably interview Board
> members and senior staff, and attend a meeting, as well as reviewing
> documents and policies. As a result they will be able to observe the actual
> behaviour of the board. That is unique (and hopefully helpful) feedback.
> 2. Reassurance. From November to January, a lot of people (including many
> WMF staff and community members) were confused and concerned (to put it
> mildly) about what was happening at WMF board level. (Probably there were
> also people *on the WMF board* sharing the same concerns). Many of those
> people are still concerned to varying degrees. An external review that says
> "actually, most of this is working fine now but you can improve X, Y and Z"
> is valuable reassurance for the whole community. If, on the other hand, the
> review says "actually there are some serious issues that still need to be
> sorted out" then much better that the Board realises that and acts on it in
> the next couple of months than waiting another year or two and running into
> the same problems again.
> 3. The amount of change that's happened lately. The WMF has grown immensely
> in the last 10 years and has had very high turnover on the Board in the
> last 2. Some of the ways of working that have grown up in those 10 years
> may not be right, and some of those that were right might no longer be in
> the Board's institutional knowledge. If I were in the shoes of one of the
> newer WMF trustees I would think that an external governance review was a
> very helpful step in making sure that the Board was working as effectively
> as possible.
>
> Regards,
>
> Chris Keating
> _______________________________________________
> Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> New messages to: [hidden email]
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> <mailto:[hidden email]?subject=unsubscribe>




--

__________________________
prof. dr hab. Dariusz Jemielniak
kierownik katedry Zarządzania Międzynarodowego
i grupy badawczej NeRDS
Akademia Leona Koźmińskiego
http://n <http://www.crow.alk.edu.pl/>wrds.kozminski.edu.pl

członek Akademii Młodych Uczonych Polskiej Akademii Nauk
członek Komitetu Polityki Naukowej MNiSW

Wyszła pierwsza na świecie etnografia Wikipedii "Common Knowledge? An
Ethnography of Wikipedia" (2014, Stanford University Press) mojego
autorstwa http://www.sup.org/book.cgi?id=24010

Recenzje
Forbes: http://www.forbes.com/fdc/welcome_mjx.shtml
Pacific Standard:
http://www.psmag.com/navigation/books-and-culture/killed-wikipedia-93777/
Motherboard: http://motherboard.vice.com/read/an-ethnography-of-wikipedia
The Wikipedian:
http://thewikipedian.net/2014/10/10/dariusz-jemielniak-common-knowledge
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Re: [Wikimedia-l] Thoughts on WMF Governance reviews

Anders Wennersten-2
In reply to this post by Chris Keating-2
Thanks for your feedback. I think it import we have a realistic view on
what a governance review/audit can accomplish.

My experience on running audits/reviews resembles what you write. A lot
of the result will most probably be long bits of text, stating thing
that is already well known, like that "there exist a board manual",
"minutes of meetings exists" etc.

And most value I have experienced with audits has been when there has
been zero transparency (which is not the case here) and when you learn
if the procedures is run (or not) according to what is written and good
practice. And as this we mostly already know of already. I have never
seen an audit to be more "clever" and/or present more "insight" then
clever people already in the board or people who have insight in its
working. So in my belief most shortcoming of the Board procedures have
already been identified, in discussion within the Board and in the
discussion of the Board on this list.

So while I am not against an audit to be made, it could help "clear the
air", I do  want to stress that it is a big risk a lot a money will be
spent to just state what is already known. And it is actions to remedy
the shortcomings in processes that gives real value. not reports as such.

Anders








Den 2016-06-02 kl. 14:02, skrev Chris Keating:

> Just wanted to post some thoughts on the subject of the WMF having an
> external governance review/audit. As you may know the FDC recommended that
> the WMF should do this and I imagine the WMF board is thinking about the
> matter at the moment. I was Chair of Wikimedia UK when we undertook our
> governance review in autumn 2012 so hope my perspective is useful.
>
> On balance I think an appropriately-defined governance audit, conducted by
> the right people, would be helpful for WMF and the community but here are
> some pros and cons.
>
> *Reasons against  *
> 1. Cost. At a minimum, an audit would cost $20,000 - if done very
> efficiently in a light-touch way. An extensive review could cost several
> times that much. Anyone who you'd want to do the work would have a day rate
> of $1000+ for top-level consultants and $500+ for other people involved.
> 2. Governance reviewers won't solve any of the "Wikimedia-specific"
> problems. Hopefully whoever would be appointed would have experience of
> working with boards of volunteer-based movements not just 'conventional'
> non-profits. However, Wikimedia levels of transparency will still be
> unusual for them and governance consultants are very unlikely to recommend
> or support (say) live-streaming board meetings to increase transparency, or
> making community-elected trustees unsackable without a referendum of some
> kind.
> 3. Progress already made. The WMF Board has already introduced a number of
> key policies, e.g. a code of conduct. If those have already addressed some
> of the key issues then an external review will have less to say.
> 4. Risk of getting unfocused answers. There is a risk with this kind of
> review of getting lots of detailed comments on various policies and
> documents that don't actually have an impact. However, this can be avoided
> with a well-defined brief.
>
> *Reasons to do it*
> 1. Feedback on Board behaviour. A reviewer will probably interview Board
> members and senior staff, and attend a meeting, as well as reviewing
> documents and policies. As a result they will be able to observe the actual
> behaviour of the board. That is unique (and hopefully helpful) feedback.
> 2. Reassurance. From November to January, a lot of people (including many
> WMF staff and community members) were confused and concerned (to put it
> mildly) about what was happening at WMF board level. (Probably there were
> also people *on the WMF board* sharing the same concerns). Many of those
> people are still concerned to varying degrees. An external review that says
> "actually, most of this is working fine now but you can improve X, Y and Z"
> is valuable reassurance for the whole community. If, on the other hand, the
> review says "actually there are some serious issues that still need to be
> sorted out" then much better that the Board realises that and acts on it in
> the next couple of months than waiting another year or two and running into
> the same problems again.
> 3. The amount of change that's happened lately. The WMF has grown immensely
> in the last 10 years and has had very high turnover on the Board in the
> last 2. Some of the ways of working that have grown up in those 10 years
> may not be right, and some of those that were right might no longer be in
> the Board's institutional knowledge. If I were in the shoes of one of the
> newer WMF trustees I would think that an external governance review was a
> very helpful step in making sure that the Board was working as effectively
> as possible.
>
> Regards,
>
> Chris Keating
> _______________________________________________
> Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> New messages to: [hidden email]
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, <mailto:[hidden email]?subject=unsubscribe>


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Re: [Wikimedia-l] Thoughts on WMF Governance reviews

Marc-Andre
In reply to this post by Chris Keating-2
> governance consultants are very unlikely to recommend
> or support (say) live-streaming board meetings to increase
> transparency, or
> making community-elected trustees unsackable without a referendum of
> some
> kind

Most of what you said is valuable, but I have to point out that you are
begging the question that those things are a good idea.  They may well
be -- but if you reach out for expertise with a prejudice on what the
"correct" advice is, you are wasting everyone's time.

-- Coren / Marc


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Re: [Wikimedia-l] Thoughts on WMF Governance reviews

Chris Keating-2
> governance consultants are very unlikely to recommend
>> or support (say) live-streaming board meetings to increase transparency,
>> or
>> making community-elected trustees unsackable without a referendum of some
>> kind
>>
>
> Most of what you said is valuable, but I have to point out that you are
> begging the question that those things are a good idea.


Hi Marc - Just for clarity, I don't actually think that either of these
things *is* a good idea. Just that on this list we hear a lot of voices
calling for them and some of those people also call for a governance review.

Chris
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Re: [Wikimedia-l] Thoughts on WMF Governance reviews

Nathan Awrich
In reply to this post by Marc-Andre
Marc - just wanted to thank you for using "begging the question" properly!

Chris - thanks for your insight. To Anders' point, perhaps not all insights
offered will be new to everyone. But where some problems or potential
solutions have been identified by some, it will be nice for them to have
reinforcement in a formal expert report. And to the rest of us for whom
board decision-making is opaque, a governance review with a published
report will be highly enlightening.

On Thu, Jun 2, 2016 at 10:44 AM, marc <[hidden email]> wrote:

> governance consultants are very unlikely to recommend
>> or support (say) live-streaming board meetings to increase transparency,
>> or
>> making community-elected trustees unsackable without a referendum of some
>> kind
>>
>
> Most of what you said is valuable, but I have to point out that you are
> begging the question that those things are a good idea.  They may well be
> -- but if you reach out for expertise with a prejudice on what the
> "correct" advice is, you are wasting everyone's time.
>
> -- Coren / Marc
>
>
>
> _______________________________________________
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> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
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> <mailto:[hidden email]?subject=unsubscribe>
>
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Re: [Wikimedia-l] Thoughts on WMF Governance reviews

Anders Wennersten-2
Den 2016-06-02 kl. 20:07, skrev Nathan:
>   To Anders' point, perhaps not all insights
> offered will be new to everyone.

Perhaps unwise of me. I state here what I would expect to come out of
such an audit/review (and I do not write this to start a heated
discussion, I could be very wrong, but to be more concrete, what an
audit could mean)

1.The routine and processes to run the Boards internal operations are on
par with what could be seen as needed considering budget, world wide
operations etc.

2.The routines and processes to follow up an control the operations of
WMF is seriously underdeveloped considering the size of the
organisation/budget. And an audit could give expensive advice on how to
improve, but we have this competence much closer at hand as many
chapters have good routines and process in place to follow up an control
its own operations (partly thx to FDC). The Board could improve by just
using best practice from our chapters.

3.The composition of the Board, mandates given to members of the Board
and by whom, formal relation between the Board and the stakeholders of
our movement, is a complete mess. And an audit would only be able to
state this, not how it ought to be resolved.

And if I am about right, there is a risk that it is only the no 1 which
initiate thorough discussions, of like how to put up protocol to reflect
better transparency (and where the audit very well could pass this part
all together), and this is not the key problem, but a symptom. And an
audit would not be expected to come up with any concrete suggestions on
how to fix the serious underlying problem of p 3 - We must solve this
independent of audits

Anders



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Re: [Wikimedia-l] Thoughts on WMF Governance reviews

Gnangarra
I have a couple of concerns, a review has the potential to stagnate the WMF
as indicated from WMConf in Berlin thats already a problem and its
impacting regular activities that take longer to organise.  Traditionally
WLE offers a trip to Wikimania that fine this year as its offering Montreal
but what happens for WLE 2017 the organisors(WM Ukraine) need to decide and
submit a budget to FDC this year to cover the cost of that prize but there
is no plan.

Another problem is the FDC process timeline will cripple the WMF as that
doesnt look beyond the immediate 12 months, I have no issue with funding
and activity transparency but the WMF has to be looking further advanced
then the current processes dictate.

Also note that this money already donated to the WMF any process should
take care to ensure its not just process for process sake nor should it be
run just to give a vocal group of low-non contributory complainants  power
over the WMF.

On 3 June 2016 at 03:19, Anders Wennersten <[hidden email]> wrote:

> Den 2016-06-02 kl. 20:07, skrev Nathan:
>
>>   To Anders' point, perhaps not all insights
>> offered will be new to everyone.
>>
>
> Perhaps unwise of me. I state here what I would expect to come out of such
> an audit/review (and I do not write this to start a heated discussion, I
> could be very wrong, but to be more concrete, what an audit could mean)
>
> 1.The routine and processes to run the Boards internal operations are on
> par with what could be seen as needed considering budget, world wide
> operations etc.
>
> 2.The routines and processes to follow up an control the operations of WMF
> is seriously underdeveloped considering the size of the
> organisation/budget. And an audit could give expensive advice on how to
> improve, but we have this competence much closer at hand as many chapters
> have good routines and process in place to follow up an control its own
> operations (partly thx to FDC). The Board could improve by just using best
> practice from our chapters.
>
> 3.The composition of the Board, mandates given to members of the Board and
> by whom, formal relation between the Board and the stakeholders of our
> movement, is a complete mess. And an audit would only be able to state
> this, not how it ought to be resolved.
>
> And if I am about right, there is a risk that it is only the no 1 which
> initiate thorough discussions, of like how to put up protocol to reflect
> better transparency (and where the audit very well could pass this part all
> together), and this is not the key problem, but a symptom. And an audit
> would not be expected to come up with any concrete suggestions on how to
> fix the serious underlying problem of p 3 - We must solve this independent
> of audits
>
> Anders
>
>
>
>
> _______________________________________________
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> <mailto:[hidden email]?subject=unsubscribe>
>



--
GN.
President Wikimedia Australia
WMAU: http://www.wikimedia.org.au/wiki/User:Gnangarra
Photo Gallery: http://gnangarra.redbubble.com
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Re: [Wikimedia-l] Thoughts on WMF Governance reviews

Mike Peel
Hi Gnangarra, (and a reply to one of Anders' points below)

> On 3 Jun 2016, at 01:34, Gnangarra <[hidden email]> wrote:
>
> I have a couple of concerns, a review has the potential to stagnate the WMF
> as indicated from WMConf in Berlin thats already a problem and its
> impacting regular activities that take longer to organise.  Traditionally
> WLE offers a trip to Wikimania that fine this year as its offering Montreal
> but what happens for WLE 2017 the organisors(WM Ukraine) need to decide and
> submit a budget to FDC this year to cover the cost of that prize but there
> is no plan.

I think you're mixing two different issues there. Wikimania plans are quite distinct from the capacity of the WMF board/senior leadership - the WMF is big enough that those are done by different people, unlike in smaller organisations where a governance review can have a much bigger impact on the amount of programmatic work that the organisation is capable of doing.

> Another problem is the FDC process timeline will cripple the WMF as that
> doesnt look beyond the immediate 12 months, I have no issue with funding
> and activity transparency but the WMF has to be looking further advanced
> then the current processes dictate.

Longer term strategic plans are very important for FDC applications, but they are distinct from annual plans. As I understand it, going through the FDC process meant that WMF had to start their annual planning earlier, which is good. Thinking longer term would definitely be better, but that's a step further along than where things currently are. I don't think that any Wikimedia organisation could set detailed plans on 3-year timescales yet, which is more the norm in universities.

> Also note that this money already donated to the WMF any process should
> take care to ensure its not just process for process sake nor should it be
> run just to give a vocal group of low-non contributory complainants  power
> over the WMF.

Definitely - but an investment in the process now to ensure better governance is much better than extra costs due to poor governance further down the line.

> On 3 June 2016 at 03:19, Anders Wennersten <[hidden email]> wrote:
>>
>> 3.The composition of the Board, mandates given to members of the Board and
>> by whom, formal relation between the Board and the stakeholders of our
>> movement, is a complete mess. And an audit would only be able to state
>> this, not how it ought to be resolved.

I would hope that a review would be a review, not an audit, i.e. it would look at options for improving matters, not just saying what the current situation is. This was the case for WMUK, and was done by looking at external best practices, and by interviewing other stakeholders in the organisation.

Thanks,
Mike


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Re: [Wikimedia-l] Thoughts on WMF Governance reviews

Gnangarra
<snip>
  Traditionally
> WLE offers a trip to Wikimania that fine this year as its offering
Montreal
> but what happens for WLE 2017 the organisors(WM Ukraine) need to decide
and
> submit a budget to FDC this year to cover the cost of that prize but there
> is no plan.

I think you're mixing two different issues there. Wikimania plans are quite
distinct from the capacity of the WMF board/senior leadership - the WMF is
big enough that those are done by different people, unlike in smaller
organisations where a governance review can have a much bigger impact on
the amount of programmatic work that the organisation is capable of doing.
</spin>

Im not mixing two issues  I chose one well known(also current activity)
being impacted by the lack of forward thinking cautioning that the current
level of stagnation at the WMF has caused enough issues care should be
taken in conducting a review that it doesnt further deepen the problems.
The additional point that you articulate is that different people are doing
different things but they are acting in isolation making decisions which
impact others outside of their areas of responsibility. We see this in so
many of the past decisions that when its implemented more energy and
resources are spent placating the community and fixing problems than was
spent in making the original decision.

On 4 June 2016 at 03:35, Michael Peel <[hidden email]> wrote:

> Hi Gnangarra, (and a reply to one of Anders' points below)
>
> > On 3 Jun 2016, at 01:34, Gnangarra <[hidden email]> wrote:
> >
> > I have a couple of concerns, a review has the potential to stagnate the
> WMF
> > as indicated from WMConf in Berlin thats already a problem and its
> > impacting regular activities that take longer to organise.  Traditionally
> > WLE offers a trip to Wikimania that fine this year as its offering
> Montreal
> > but what happens for WLE 2017 the organisors(WM Ukraine) need to decide
> and
> > submit a budget to FDC this year to cover the cost of that prize but
> there
> > is no plan.
>
> I think you're mixing two different issues there. Wikimania plans are
> quite distinct from the capacity of the WMF board/senior leadership - the
> WMF is big enough that those are done by different people, unlike in
> smaller organisations where a governance review can have a much bigger
> impact on the amount of programmatic work that the organisation is capable
> of doing.
>
> > Another problem is the FDC process timeline will cripple the WMF as that
> > doesnt look beyond the immediate 12 months, I have no issue with funding
> > and activity transparency but the WMF has to be looking further advanced
> > then the current processes dictate.
>
> Longer term strategic plans are very important for FDC applications, but
> they are distinct from annual plans. As I understand it, going through the
> FDC process meant that WMF had to start their annual planning earlier,
> which is good. Thinking longer term would definitely be better, but that's
> a step further along than where things currently are. I don't think that
> any Wikimedia organisation could set detailed plans on 3-year timescales
> yet, which is more the norm in universities.
>
> > Also note that this money already donated to the WMF any process should
> > take care to ensure its not just process for process sake nor should it
> be
> > run just to give a vocal group of low-non contributory complainants
> power
> > over the WMF.
>
> Definitely - but an investment in the process now to ensure better
> governance is much better than extra costs due to poor governance further
> down the line.
>
> > On 3 June 2016 at 03:19, Anders Wennersten <[hidden email]>
> wrote:
> >>
> >> 3.The composition of the Board, mandates given to members of the Board
> and
> >> by whom, formal relation between the Board and the stakeholders of our
> >> movement, is a complete mess. And an audit would only be able to state
> >> this, not how it ought to be resolved.
>
> I would hope that a review would be a review, not an audit, i.e. it would
> look at options for improving matters, not just saying what the current
> situation is. This was the case for WMUK, and was done by looking at
> external best practices, and by interviewing other stakeholders in the
> organisation.
>
> Thanks,
> Mike
>
>
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Re: [Wikimedia-l] Thoughts on WMF Governance reviews

Anders Wennersten-2
In reply to this post by Mike Peel
Den 2016-06-03 kl. 21:35, skrev Michael Peel:
> On 3 June 2016 at 03:19, Anders Wennersten <[hidden email]>
> wrote:
>>> 3.The composition of the Board, mandates given to members of the Board and
>>> by whom, formal relation between the Board and the stakeholders of our
>>> movement, is a complete mess. And an audit would only be able to state
>>> this, not how it ought to be resolved.
> I would hope that a review would be a review, not an audit, i.e. it would look at options for improving matters, not just saying what the current situation is. This was the case for WMUK, and was done by looking at external best practices, and by interviewing other stakeholders in the organisation./Mmike

If it could be run that way I believe it would be of tremendous value.
This is issues that you typically get "home-blind" on, and a proper
review on how other has solved it and what research says about it
together with competence in the specifics of NGOs in US could give the
Board and us all new insights and ideas! And an opportunity to attack
what I believe is at the root of the problems we have encountered around
the Board operations (and I know it is NOT the individuals in it, they
are good and clever persons).

Lets hope something like this an be initiated

Anders




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