[Wikimedia-l] "Delegation of policy-making authority" resolution

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Re: [Wikimedia-l] "Delegation of policy-making authority" resolution

Christophe Henner-3
Hey,


Sorry, with everything I forgot to answer this thread. So I'll provide a
general answer if I may. As I've shared back in June, for this year, some
of my goals include building a strong working relationship between the
Board and the Executive Director, and helping the Board focus on the most
important issues in front of them, like movement strategy. Minor changes to
policy do not require the Board's consideration or approval, and so this
resolution delegates a certain amount of authority to the Executive
Director. This delegates authority, not responsability.

In 2004, the Board of Trustees made a decision that certain "global
policies" should be approved by the Board. At the time, the Board did not
go into significant detail about what kind of policies they want to
approve, or what that approval process should look like. This left some
ambiguity around when the Board needs to be involved in policy changes.
Since that time, the Wikimedia Foundation Board and staff have also changed
and grown significantly. The Board is ultimately responsible for governance
and leadership for the Wikimedia Foundation, so we have to be judicious
about where we focus.

Under this new resolution, we are explaining that the Executive Director
has authority to set and change policies for the organization and its work,
without requiring prior Board approval in most circumstances. The baseline
is that the Executive Director has authority over policies, unless the
Board asks otherwise. In some cases (like any changes to the Conflict of
Interest policy), it's considered good governance for the Board to be
responsible for these policies. Decisions to change these policies will
remain with the Board. Other policies (like the internal staff policies)
will be maintained by staff. For policies on the Wikimedia Projects, we may
still review and approve them where appropriate. This will be something the
Board works closely with the Executive Director to determine as part of the
organization's regular work.

A few other questions have come up in this thread, and I hope it's helpful
to clarify:

# Who is accountable for policy changes now?
The Board has delegated some of its authority to set policies, but it will
still remain just as responsible as if it were making the decisions itself.
The Foundation and the Board remains accountable, just as they were before.

# How should we be transparent about policy changes?
We keep track of the Foundation's policies on the Foundation Wiki [1], and
staff will continue to maintain pages similar to this. Major cross-project
policies, like the Privacy Policy and Terms of Use, will still be updated
following an open consultation with notice to the community. Minor changes,
however, will not need to be ratified by the Board.

# Does this affect the community policy process on projects?
This resolution does not change anything for community policies. Policies
that were previously written and enforced by the Wikimedia communities will
remain that way. The policies that have traditionally undergone
community consultations will also continue to do so, for example, as we
have made a commitment to provide advance notice in Section 16 of the Terms
of Use.

I hope I answered most of the questions, if there's more happy to answer
them.

Oh and if I'm not answering after a few days, please feel free to ping me :)

Have all a good day,

[1] https://wikimediafoundation.org/wiki/Policies

Christophe HENNER
Chair of the board of trustees
[hidden email]
+33650664739 <+33%206%2050%2066%2047%2039>

twitter *@schiste*        skype *christophe_henner*



On Mon, Feb 6, 2017 at 5:15 AM, Pine W <[hidden email]> wrote:

> Christophe,
>
> Would you provide us an update on this topic, please?
>
> Pine
>
>
> On Fri, Jan 13, 2017 at 2:23 PM, Pine W <[hidden email]> wrote:
>
> > Hi Christophe,
> >
> > Now that the end-of-Western-year holidays are behind us, I'm bumping this
> > thread in the hope that you'll respond to the points that I made in my
> > email from December 23rd.
> >
> > Thanks,
> >
> > Pine
> >
> >
> > On Fri, Dec 23, 2016 at 9:31 PM, Pine W <[hidden email]> wrote:
> >
> >> Hi Christophe,
> >>
> >> Thank you for responding to my questions.
> >>
> >>
> >>> First, the resolution and its context. "Supervising" the ED is indeed a
> >>> board duty, but this supervision must not become micro-management. That
> >>> resolution provides staff the liberty to do their work more
> efficiently.
> >>> It
> >>> doesn't remove our duty of oversight.
> >>>
> >>> I feel like you think delegating negates ones ability to provide
> >>> supervision, I would tend to think otherwise as delegating free time
> and
> >>> energy to focus on the core roles of a board.
> >>>
> >>
> >> Perhaps you could explain further how a resolution which says:
> >>
> >> *"*Resolved, the Board hereby delegates the authority to adopt, alter,
> >> and
> >> revoke policies to the Executive Director, who may further delegate such
> >> authority to Wikimedia Foundation staff as they deem appropriate;
> >>
> >> "Resolved, the Board may continue to review and approve policies for the
> >> Wikimedia
> >> Foundation upon request to the Executive Director or as required by
> law."
> >>
> >> amounts to removing micro-management. To me this looks like a sweeping
> >> delegation of authority. Under this resolution, policy changes that the
> >> ED
> >> and/or his or her delegates make are not subject to advance review by
> the
> >> Board, the Legal Department, the community, or anyone else. This seems
> >> highly inadvisable, and I feel that this opens up WMF to legal and
> >> reputational risks that are of far greater concern than the value of
> >> sparing
> >> a few minutes of the Boards' time at meetings to review supposedly
> >> minor changes to policies.
> >>
> >> I would expect the Executive Director to have the authority to execute
> >> plans
> >> and manage his/her staff as permitted by the policies and resolutions
> >> adopted
> >> by the Board and as allowed by law, and to create and modify managerial
> >> policies for staff (for example, salary schedules and hiring procedures)
> >> that are compatible with the Board's policies and resolutions and with
> >> the law.
> >> I wouldn't expect the Executive Director to have the authority to
> >> unilaterally
> >> change policies that were adopted by the Board, nor to have the
> authority
> >> to
> >> further delegate the authority to change policies that were adopted by
> >> the Board.
> >>
> >>
> >>
> >>>
> >>> Second, the requirements to answer the community. I'm sorry, here I
> >>> answered quite spontaneously, you are right nothing forces us to.
> >>>
> >>> But, as I've said in my candidacy and in public some time I believe we
> >>> have, as WMF board, a leadership duty. And I also believe you lead by
> >>> example. I've always believed, in the movement, we are all partners. We
> >>> need each other to push forward our mission. You treat partners the way
> >>> yourself want to be treated by them. That is why I believe it is
> >>> important
> >>> to communicate. It doesn't mean we have to see eye to eye on everything
> >>> but
> >>> that when a question rise we should answer as much as we can. That's
> >>> something I've said to nearly everyone who reached out to me in the
> past
> >>> few month privately, my answer perhaps won't be the one you want, but
> at
> >>> least there will be an answer and an explanation every time I can. Like
> >>> right now actually :D
> >>>
> >>
> >> Thanks for your efforts to communicate and cooperate. You and Natalia
> >> have
> >> been helpful in improving communications between the community and the
> >> Board in 2016. (I agree with Rob that Dariusz was admirably responsive
> >> and
> >> civil in public in 2015 in difficult circumstances, while others
> weren't.)
> >>
> >> I would like to see further developments in this area, such as
> >> developments
> >> that prevent the community from being surprised by Board resolutions
> such
> >> as the one that we are discussing here.
> >>
> >> Also, I would like to see consideration of changing WMF to a membership
> >> organization as a part of the upcoming strategy process.
> >>
> >>
> >>>
> >>> Finally, regarding board governance review, Natalia, as chair of the
> BGC,
> >>> published minutes of our meetings[1], and that is a key topic we
> address
> >>> and not push aside. That being said it will be a board review, not one
> on
> >>> that specific event. We will be able to provide more information on
> that
> >>> topic soon I think :)
> >>>
> >>
> >> Thanks, this looks like a promising start.
> >>
> >> Doing the governance review in parallel with the strategy process, while
> >> continuing with regular annual work such as the Annual Plan process,
> >> might be a heavy lift for the Board and Katherine, so I encourage
> careful
> >> thinking about the timing of this review. My hunch is that it would be
> >> good
> >> to start and complete this review within 6 months, with the hope that
> the
> >> results could then be fed into the strategy process which will be
> >> continuing
> >> for awhile after that. Perhaps you, Katherine, Natalia or others may be
> >> able
> >> to shed some light on the capacity issue here, as well as the thoughts
> >> about the scope, timing, and cost of the governance review.
> >>
> >> In the governance review, I would like to see a particular focus on (1)
> >> a thorough review of the facts of Board members' actions in 2015, (2)
> >> an analysis of what can be learned from the facts of 2015, and (3)
> >> how WMF governance might become more aligned with and
> >> responsive to the community, such as by changing WMF to a
> >> membership organization.
> >>
> >>
> >>> I hope I answered your questions.
> >>>
> >>> [1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_
> >>> Board_Governance_Committee
> >>>
> >>>
> >>>
> >> Thank you for your interest in trying to align WMF with the community.
> >> I appreciate the improvements in Board communications in 2016, and I
> look
> >> forward to further developments in communications and governance. I
> >> also look forward to hearing your responses to the community's comments
> >> that have been made in this thread.
> >>
> >> I realize that you may be offline this weekend, and I would prefer a
> >> thoughtful
> >> response to an immediate one, so I hope to hear back from you sometime
> >> within the next several days, perhaps after you have had an opportunity
> to
> >> consult with others as you consider how to respond.
> >>
> >> Have a nice weekend, and Merry Christmas,
> >>
> >> Pine
> >>
> >
> >
> _______________________________________________
> Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wik
> i/Mailing_lists/Guidelines and https://meta.wikimedia.org/wiki/Wikimedia-l
> 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] "Delegation of policy-making authority" resolution

Pine W
Hi Christophe,

You wrote, "This delegates authority, not responsability." Perhaps you
could explain the distinction. It seems to me that the two go hand in hand.

Speaking generally, it sounds to me like the Board has good intentions
here, but there is a lot of room for error and misunderstandings with this
policy, especially given the broad scope of the resolution that MZMcBride
mentioned at the beginning of this thread. I would be more comfortable if
the delegation resolution was amended to provide greater clarity on what
exactly the Board intends to delegate, and the procedure for involving the
Board in consultations with the ED when the ED is proposing changes that
the Board does not wish to review as extensively as it otherwise would.

Stepping back a little, I am wondering if the underlying problem is that
the Board is finding itself overworked, especially keeping in mind that
Board members are not compensated for their time on the WMF Board (though
they do get some limited perks). If overwork is the problem, I would
suggest that there are other ways to address that problem that are less
risky.

Pine


On Mon, Feb 6, 2017 at 12:22 AM, Christophe Henner <[hidden email]>
wrote:

> Hey,
>
>
> Sorry, with everything I forgot to answer this thread. So I'll provide a
> general answer if I may. As I've shared back in June, for this year, some
> of my goals include building a strong working relationship between the
> Board and the Executive Director, and helping the Board focus on the most
> important issues in front of them, like movement strategy. Minor changes to
> policy do not require the Board's consideration or approval, and so this
> resolution delegates a certain amount of authority to the Executive
> Director. This delegates authority, not responsability.
>
> In 2004, the Board of Trustees made a decision that certain "global
> policies" should be approved by the Board. At the time, the Board did not
> go into significant detail about what kind of policies they want to
> approve, or what that approval process should look like. This left some
> ambiguity around when the Board needs to be involved in policy changes.
> Since that time, the Wikimedia Foundation Board and staff have also changed
> and grown significantly. The Board is ultimately responsible for governance
> and leadership for the Wikimedia Foundation, so we have to be judicious
> about where we focus.
>
> Under this new resolution, we are explaining that the Executive Director
> has authority to set and change policies for the organization and its work,
> without requiring prior Board approval in most circumstances. The baseline
> is that the Executive Director has authority over policies, unless the
> Board asks otherwise. In some cases (like any changes to the Conflict of
> Interest policy), it's considered good governance for the Board to be
> responsible for these policies. Decisions to change these policies will
> remain with the Board. Other policies (like the internal staff policies)
> will be maintained by staff. For policies on the Wikimedia Projects, we may
> still review and approve them where appropriate. This will be something the
> Board works closely with the Executive Director to determine as part of the
> organization's regular work.
>
> A few other questions have come up in this thread, and I hope it's helpful
> to clarify:
>
> # Who is accountable for policy changes now?
> The Board has delegated some of its authority to set policies, but it will
> still remain just as responsible as if it were making the decisions itself.
> The Foundation and the Board remains accountable, just as they were before.
>
> # How should we be transparent about policy changes?
> We keep track of the Foundation's policies on the Foundation Wiki [1], and
> staff will continue to maintain pages similar to this. Major cross-project
> policies, like the Privacy Policy and Terms of Use, will still be updated
> following an open consultation with notice to the community. Minor changes,
> however, will not need to be ratified by the Board.
>
> # Does this affect the community policy process on projects?
> This resolution does not change anything for community policies. Policies
> that were previously written and enforced by the Wikimedia communities will
> remain that way. The policies that have traditionally undergone
> community consultations will also continue to do so, for example, as we
> have made a commitment to provide advance notice in Section 16 of the Terms
> of Use.
>
> I hope I answered most of the questions, if there's more happy to answer
> them.
>
> Oh and if I'm not answering after a few days, please feel free to ping me
> :)
>
> Have all a good day,
>
> [1] https://wikimediafoundation.org/wiki/Policies
>
> Christophe HENNER
> Chair of the board of trustees
> [hidden email]
> +33650664739 <+33%206%2050%2066%2047%2039>
>
> twitter *@schiste*        skype *christophe_henner*
>
>
>
> On Mon, Feb 6, 2017 at 5:15 AM, Pine W <[hidden email]> wrote:
>
> > Christophe,
> >
> > Would you provide us an update on this topic, please?
> >
> > Pine
> >
> >
> > On Fri, Jan 13, 2017 at 2:23 PM, Pine W <[hidden email]> wrote:
> >
> > > Hi Christophe,
> > >
> > > Now that the end-of-Western-year holidays are behind us, I'm bumping
> this
> > > thread in the hope that you'll respond to the points that I made in my
> > > email from December 23rd.
> > >
> > > Thanks,
> > >
> > > Pine
> > >
> > >
> > > On Fri, Dec 23, 2016 at 9:31 PM, Pine W <[hidden email]> wrote:
> > >
> > >> Hi Christophe,
> > >>
> > >> Thank you for responding to my questions.
> > >>
> > >>
> > >>> First, the resolution and its context. "Supervising" the ED is
> indeed a
> > >>> board duty, but this supervision must not become micro-management.
> That
> > >>> resolution provides staff the liberty to do their work more
> > efficiently.
> > >>> It
> > >>> doesn't remove our duty of oversight.
> > >>>
> > >>> I feel like you think delegating negates ones ability to provide
> > >>> supervision, I would tend to think otherwise as delegating free time
> > and
> > >>> energy to focus on the core roles of a board.
> > >>>
> > >>
> > >> Perhaps you could explain further how a resolution which says:
> > >>
> > >> *"*Resolved, the Board hereby delegates the authority to adopt, alter,
> > >> and
> > >> revoke policies to the Executive Director, who may further delegate
> such
> > >> authority to Wikimedia Foundation staff as they deem appropriate;
> > >>
> > >> "Resolved, the Board may continue to review and approve policies for
> the
> > >> Wikimedia
> > >> Foundation upon request to the Executive Director or as required by
> > law."
> > >>
> > >> amounts to removing micro-management. To me this looks like a sweeping
> > >> delegation of authority. Under this resolution, policy changes that
> the
> > >> ED
> > >> and/or his or her delegates make are not subject to advance review by
> > the
> > >> Board, the Legal Department, the community, or anyone else. This seems
> > >> highly inadvisable, and I feel that this opens up WMF to legal and
> > >> reputational risks that are of far greater concern than the value of
> > >> sparing
> > >> a few minutes of the Boards' time at meetings to review supposedly
> > >> minor changes to policies.
> > >>
> > >> I would expect the Executive Director to have the authority to execute
> > >> plans
> > >> and manage his/her staff as permitted by the policies and resolutions
> > >> adopted
> > >> by the Board and as allowed by law, and to create and modify
> managerial
> > >> policies for staff (for example, salary schedules and hiring
> procedures)
> > >> that are compatible with the Board's policies and resolutions and with
> > >> the law.
> > >> I wouldn't expect the Executive Director to have the authority to
> > >> unilaterally
> > >> change policies that were adopted by the Board, nor to have the
> > authority
> > >> to
> > >> further delegate the authority to change policies that were adopted by
> > >> the Board.
> > >>
> > >>
> > >>
> > >>>
> > >>> Second, the requirements to answer the community. I'm sorry, here I
> > >>> answered quite spontaneously, you are right nothing forces us to.
> > >>>
> > >>> But, as I've said in my candidacy and in public some time I believe
> we
> > >>> have, as WMF board, a leadership duty. And I also believe you lead by
> > >>> example. I've always believed, in the movement, we are all partners.
> We
> > >>> need each other to push forward our mission. You treat partners the
> way
> > >>> yourself want to be treated by them. That is why I believe it is
> > >>> important
> > >>> to communicate. It doesn't mean we have to see eye to eye on
> everything
> > >>> but
> > >>> that when a question rise we should answer as much as we can. That's
> > >>> something I've said to nearly everyone who reached out to me in the
> > past
> > >>> few month privately, my answer perhaps won't be the one you want, but
> > at
> > >>> least there will be an answer and an explanation every time I can.
> Like
> > >>> right now actually :D
> > >>>
> > >>
> > >> Thanks for your efforts to communicate and cooperate. You and Natalia
> > >> have
> > >> been helpful in improving communications between the community and the
> > >> Board in 2016. (I agree with Rob that Dariusz was admirably responsive
> > >> and
> > >> civil in public in 2015 in difficult circumstances, while others
> > weren't.)
> > >>
> > >> I would like to see further developments in this area, such as
> > >> developments
> > >> that prevent the community from being surprised by Board resolutions
> > such
> > >> as the one that we are discussing here.
> > >>
> > >> Also, I would like to see consideration of changing WMF to a
> membership
> > >> organization as a part of the upcoming strategy process.
> > >>
> > >>
> > >>>
> > >>> Finally, regarding board governance review, Natalia, as chair of the
> > BGC,
> > >>> published minutes of our meetings[1], and that is a key topic we
> > address
> > >>> and not push aside. That being said it will be a board review, not
> one
> > on
> > >>> that specific event. We will be able to provide more information on
> > that
> > >>> topic soon I think :)
> > >>>
> > >>
> > >> Thanks, this looks like a promising start.
> > >>
> > >> Doing the governance review in parallel with the strategy process,
> while
> > >> continuing with regular annual work such as the Annual Plan process,
> > >> might be a heavy lift for the Board and Katherine, so I encourage
> > careful
> > >> thinking about the timing of this review. My hunch is that it would be
> > >> good
> > >> to start and complete this review within 6 months, with the hope that
> > the
> > >> results could then be fed into the strategy process which will be
> > >> continuing
> > >> for awhile after that. Perhaps you, Katherine, Natalia or others may
> be
> > >> able
> > >> to shed some light on the capacity issue here, as well as the thoughts
> > >> about the scope, timing, and cost of the governance review.
> > >>
> > >> In the governance review, I would like to see a particular focus on
> (1)
> > >> a thorough review of the facts of Board members' actions in 2015, (2)
> > >> an analysis of what can be learned from the facts of 2015, and (3)
> > >> how WMF governance might become more aligned with and
> > >> responsive to the community, such as by changing WMF to a
> > >> membership organization.
> > >>
> > >>
> > >>> I hope I answered your questions.
> > >>>
> > >>> [1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_
> > >>> Board_Governance_Committee
> > >>>
> > >>>
> > >>>
> > >> Thank you for your interest in trying to align WMF with the community.
> > >> I appreciate the improvements in Board communications in 2016, and I
> > look
> > >> forward to further developments in communications and governance. I
> > >> also look forward to hearing your responses to the community's
> comments
> > >> that have been made in this thread.
> > >>
> > >> I realize that you may be offline this weekend, and I would prefer a
> > >> thoughtful
> > >> response to an immediate one, so I hope to hear back from you sometime
> > >> within the next several days, perhaps after you have had an
> opportunity
> > to
> > >> consult with others as you consider how to respond.
> > >>
> > >> Have a nice weekend, and Merry Christmas,
> > >>
> > >> Pine
> > >>
> > >
> > >
> > _______________________________________________
> > Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wik
> > i/Mailing_lists/Guidelines and https://meta.wikimedia.org/
> wiki/Wikimedia-l
> > New messages to: [hidden email]
> > Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> > <mailto:[hidden email]?subject=unsubscribe>
> >
> _______________________________________________
> Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/
> wiki/Mailing_lists/Guidelines and https://meta.wikimedia.org/
> wiki/Wikimedia-l
> 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] "Delegation of policy-making authority" resolution

Pete Forsyth-2
On 02/06/2017 11:53 AM, Pine W wrote:
> Hi Christophe,
>
> You wrote, "This delegates authority, not responsability." Perhaps you
> could explain the distinction. It seems to me that the two go hand in hand.
>
Pine, I disagree. I have had plenty of jobs where I had the authority to
do something, but the ultimate responsibility fell to my boss. For
instance, as a teenager I worked for a bakery. I could give away the
occasional muffin to a dissatisfied customer, but if I had done so every
day, or if I only gave muffins to my friends and cute girls, I would
have been fired, and the bakery would have borne the responsibility of
making good with any customers I had slighted via my decisions.

My reading of Christophe's message is that the board trusts the ED to
know when, and what kind, of consultation is needed. An example that
fits with my analogy: "Hey boss, I just spilled a full cup of coffee on
this customer's purse. Yes, it's true I have a crush on her, and I
realize she's gotten free muffins here in the past. OK with you if I
give her a muffin anyway? I think it's in the bakery's best interests."
Then, my boss could make the decision.

One might ask whether that trust is justified, and events from last year
might even make such a question compelling -- but I think you'll agree,
in a healthy organization, the board has reason to trust the ED; and I
don't think we've seen any reason to doubt the current ED's trustworthiness.

All that said, I very much agree with the sense that the Delegation
resolution was *impolitic*. The board has taken almost no substantive
action via resolution; above all, it has declined to pursue an
independent governance evaluation, which you (Pine) and many of us have
urged. In that context, a single resolution to make its own job easier
certainly *looks* weird, and *seems* like cause for concern. But in my
view, Christophe's explanation is satisfactory, and suggests that the
board wants to proceed in a way that presumes health, rather than
dysfunction; that may be rather far from the present reality, but it's a
worthy aspiration. I don't think this one resolution is a problem,
provided that the board is fully willing to accept responsibility for
any poor decisions made by its ED.
> Stepping back a little, I am wondering if the underlying problem is that
> the Board is finding itself overworked, especially keeping in mind that
> Board members are not compensated for their time on the WMF Board (though
> they do get some limited perks). If overwork is the problem, I would
> suggest that there are other ways to address that problem that are less
> risky.
I agree with this part, very much.
-Pete
[[User:Peteforsyth]]

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Re: [Wikimedia-l] "Delegation of policy-making authority" resolution

Rogol Domedonfors
In reply to this post by Christophe Henner-3
Christophe

On 20 December, you wrote

> Basically it's making the legal team life's easier when they need to do
> small and/or quick changes. They don't have to go through the whole
> resolution process to change a comma.
>
> Now you write

> the Executive Director
> has authority to set and change policies for the organization and its work,
> without requiring prior Board approval in most circumstances. The baseline
> is that the Executive Director has authority over policies, unless the
> Board asks otherwise


These do not appear to be the same, and the later version appears to be
what is in fact in force.
Do you agree that your December posting was inaccurate?

"Rogol"

On Mon, Feb 6, 2017 at 8:22 AM, Christophe Henner <[hidden email]>
wrote:

> Hey,
>
>
> Sorry, with everything I forgot to answer this thread. So I'll provide a
> general answer if I may. As I've shared back in June, for this year, some
> of my goals include building a strong working relationship between the
> Board and the Executive Director, and helping the Board focus on the most
> important issues in front of them, like movement strategy. Minor changes to
> policy do not require the Board's consideration or approval, and so this
> resolution delegates a certain amount of authority to the Executive
> Director. This delegates authority, not responsability.
>
> In 2004, the Board of Trustees made a decision that certain "global
> policies" should be approved by the Board. At the time, the Board did not
> go into significant detail about what kind of policies they want to
> approve, or what that approval process should look like. This left some
> ambiguity around when the Board needs to be involved in policy changes.
> Since that time, the Wikimedia Foundation Board and staff have also changed
> and grown significantly. The Board is ultimately responsible for governance
> and leadership for the Wikimedia Foundation, so we have to be judicious
> about where we focus.
>
> Under this new resolution, we are explaining that the Executive Director
> has authority to set and change policies for the organization and its work,
> without requiring prior Board approval in most circumstances. The baseline
> is that the Executive Director has authority over policies, unless the
> Board asks otherwise. In some cases (like any changes to the Conflict of
> Interest policy), it's considered good governance for the Board to be
> responsible for these policies. Decisions to change these policies will
> remain with the Board. Other policies (like the internal staff policies)
> will be maintained by staff. For policies on the Wikimedia Projects, we may
> still review and approve them where appropriate. This will be something the
> Board works closely with the Executive Director to determine as part of the
> organization's regular work.
>
> A few other questions have come up in this thread, and I hope it's helpful
> to clarify:
>
> # Who is accountable for policy changes now?
> The Board has delegated some of its authority to set policies, but it will
> still remain just as responsible as if it were making the decisions itself.
> The Foundation and the Board remains accountable, just as they were before.
>
> # How should we be transparent about policy changes?
> We keep track of the Foundation's policies on the Foundation Wiki [1], and
> staff will continue to maintain pages similar to this. Major cross-project
> policies, like the Privacy Policy and Terms of Use, will still be updated
> following an open consultation with notice to the community. Minor changes,
> however, will not need to be ratified by the Board.
>
> # Does this affect the community policy process on projects?
> This resolution does not change anything for community policies. Policies
> that were previously written and enforced by the Wikimedia communities will
> remain that way. The policies that have traditionally undergone
> community consultations will also continue to do so, for example, as we
> have made a commitment to provide advance notice in Section 16 of the Terms
> of Use.
>
> I hope I answered most of the questions, if there's more happy to answer
> them.
>
> Oh and if I'm not answering after a few days, please feel free to ping me
> :)
>
> Have all a good day,
>
> [1] https://wikimediafoundation.org/wiki/Policies
>
> Christophe HENNER
> Chair of the board of trustees
> [hidden email]
> +33650664739 <+33%206%2050%2066%2047%2039>
>
> twitter *@schiste*        skype *christophe_henner*
>
>
>
> On Mon, Feb 6, 2017 at 5:15 AM, Pine W <[hidden email]> wrote:
>
> > Christophe,
> >
> > Would you provide us an update on this topic, please?
> >
> > Pine
> >
> >
> > On Fri, Jan 13, 2017 at 2:23 PM, Pine W <[hidden email]> wrote:
> >
> > > Hi Christophe,
> > >
> > > Now that the end-of-Western-year holidays are behind us, I'm bumping
> this
> > > thread in the hope that you'll respond to the points that I made in my
> > > email from December 23rd.
> > >
> > > Thanks,
> > >
> > > Pine
> > >
> > >
> > > On Fri, Dec 23, 2016 at 9:31 PM, Pine W <[hidden email]> wrote:
> > >
> > >> Hi Christophe,
> > >>
> > >> Thank you for responding to my questions.
> > >>
> > >>
> > >>> First, the resolution and its context. "Supervising" the ED is
> indeed a
> > >>> board duty, but this supervision must not become micro-management.
> That
> > >>> resolution provides staff the liberty to do their work more
> > efficiently.
> > >>> It
> > >>> doesn't remove our duty of oversight.
> > >>>
> > >>> I feel like you think delegating negates ones ability to provide
> > >>> supervision, I would tend to think otherwise as delegating free time
> > and
> > >>> energy to focus on the core roles of a board.
> > >>>
> > >>
> > >> Perhaps you could explain further how a resolution which says:
> > >>
> > >> *"*Resolved, the Board hereby delegates the authority to adopt, alter,
> > >> and
> > >> revoke policies to the Executive Director, who may further delegate
> such
> > >> authority to Wikimedia Foundation staff as they deem appropriate;
> > >>
> > >> "Resolved, the Board may continue to review and approve policies for
> the
> > >> Wikimedia
> > >> Foundation upon request to the Executive Director or as required by
> > law."
> > >>
> > >> amounts to removing micro-management. To me this looks like a sweeping
> > >> delegation of authority. Under this resolution, policy changes that
> the
> > >> ED
> > >> and/or his or her delegates make are not subject to advance review by
> > the
> > >> Board, the Legal Department, the community, or anyone else. This seems
> > >> highly inadvisable, and I feel that this opens up WMF to legal and
> > >> reputational risks that are of far greater concern than the value of
> > >> sparing
> > >> a few minutes of the Boards' time at meetings to review supposedly
> > >> minor changes to policies.
> > >>
> > >> I would expect the Executive Director to have the authority to execute
> > >> plans
> > >> and manage his/her staff as permitted by the policies and resolutions
> > >> adopted
> > >> by the Board and as allowed by law, and to create and modify
> managerial
> > >> policies for staff (for example, salary schedules and hiring
> procedures)
> > >> that are compatible with the Board's policies and resolutions and with
> > >> the law.
> > >> I wouldn't expect the Executive Director to have the authority to
> > >> unilaterally
> > >> change policies that were adopted by the Board, nor to have the
> > authority
> > >> to
> > >> further delegate the authority to change policies that were adopted by
> > >> the Board.
> > >>
> > >>
> > >>
> > >>>
> > >>> Second, the requirements to answer the community. I'm sorry, here I
> > >>> answered quite spontaneously, you are right nothing forces us to.
> > >>>
> > >>> But, as I've said in my candidacy and in public some time I believe
> we
> > >>> have, as WMF board, a leadership duty. And I also believe you lead by
> > >>> example. I've always believed, in the movement, we are all partners.
> We
> > >>> need each other to push forward our mission. You treat partners the
> way
> > >>> yourself want to be treated by them. That is why I believe it is
> > >>> important
> > >>> to communicate. It doesn't mean we have to see eye to eye on
> everything
> > >>> but
> > >>> that when a question rise we should answer as much as we can. That's
> > >>> something I've said to nearly everyone who reached out to me in the
> > past
> > >>> few month privately, my answer perhaps won't be the one you want, but
> > at
> > >>> least there will be an answer and an explanation every time I can.
> Like
> > >>> right now actually :D
> > >>>
> > >>
> > >> Thanks for your efforts to communicate and cooperate. You and Natalia
> > >> have
> > >> been helpful in improving communications between the community and the
> > >> Board in 2016. (I agree with Rob that Dariusz was admirably responsive
> > >> and
> > >> civil in public in 2015 in difficult circumstances, while others
> > weren't.)
> > >>
> > >> I would like to see further developments in this area, such as
> > >> developments
> > >> that prevent the community from being surprised by Board resolutions
> > such
> > >> as the one that we are discussing here.
> > >>
> > >> Also, I would like to see consideration of changing WMF to a
> membership
> > >> organization as a part of the upcoming strategy process.
> > >>
> > >>
> > >>>
> > >>> Finally, regarding board governance review, Natalia, as chair of the
> > BGC,
> > >>> published minutes of our meetings[1], and that is a key topic we
> > address
> > >>> and not push aside. That being said it will be a board review, not
> one
> > on
> > >>> that specific event. We will be able to provide more information on
> > that
> > >>> topic soon I think :)
> > >>>
> > >>
> > >> Thanks, this looks like a promising start.
> > >>
> > >> Doing the governance review in parallel with the strategy process,
> while
> > >> continuing with regular annual work such as the Annual Plan process,
> > >> might be a heavy lift for the Board and Katherine, so I encourage
> > careful
> > >> thinking about the timing of this review. My hunch is that it would be
> > >> good
> > >> to start and complete this review within 6 months, with the hope that
> > the
> > >> results could then be fed into the strategy process which will be
> > >> continuing
> > >> for awhile after that. Perhaps you, Katherine, Natalia or others may
> be
> > >> able
> > >> to shed some light on the capacity issue here, as well as the thoughts
> > >> about the scope, timing, and cost of the governance review.
> > >>
> > >> In the governance review, I would like to see a particular focus on
> (1)
> > >> a thorough review of the facts of Board members' actions in 2015, (2)
> > >> an analysis of what can be learned from the facts of 2015, and (3)
> > >> how WMF governance might become more aligned with and
> > >> responsive to the community, such as by changing WMF to a
> > >> membership organization.
> > >>
> > >>
> > >>> I hope I answered your questions.
> > >>>
> > >>> [1] https://meta.wikimedia.org/wiki/Wikimedia_Foundation_
> > >>> Board_Governance_Committee
> > >>>
> > >>>
> > >>>
> > >> Thank you for your interest in trying to align WMF with the community.
> > >> I appreciate the improvements in Board communications in 2016, and I
> > look
> > >> forward to further developments in communications and governance. I
> > >> also look forward to hearing your responses to the community's
> comments
> > >> that have been made in this thread.
> > >>
> > >> I realize that you may be offline this weekend, and I would prefer a
> > >> thoughtful
> > >> response to an immediate one, so I hope to hear back from you sometime
> > >> within the next several days, perhaps after you have had an
> opportunity
> > to
> > >> consult with others as you consider how to respond.
> > >>
> > >> Have a nice weekend, and Merry Christmas,
> > >>
> > >> Pine
> > >>
> > >
> > >
> > _______________________________________________
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Re: [Wikimedia-l] "Delegation of policy-making authority" resolution

Nathan Awrich
On Mon, Feb 6, 2017 at 3:39 PM, Rogol Domedonfors <[hidden email]>
wrote:

> Christophe
>
> On 20 December, you wrote
>
> > Basically it's making the legal team life's easier when they need to do
> > small and/or quick changes. They don't have to go through the whole
> > resolution process to change a comma.
> >
> > Now you write
>
> > the Executive Director
> > has authority to set and change policies for the organization and its
> work,
> > without requiring prior Board approval in most circumstances. The
> baseline
> > is that the Executive Director has authority over policies, unless the
> > Board asks otherwise
>
>
> These do not appear to be the same, and the later version appears to be
> what is in fact in force.
> Do you agree that your December posting was inaccurate?
>
> "Rogol"



I also noticed this discrepancy. I hope that the bottom line is that the
Board is maintaining its focus on big picture issues of strategy, vision
and governance, and leaving the management and maintenance of policy
decisions to its senior executive leadership. This seems typical and
appropriate to me.
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