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[Wikimedia-l] What should the board do *now*? [was Re: Account of the events leading to James Heilman's removal]
tl;dr: the board did not effectively perform one of their most important
roles (managing the ED); the board (and board candidates) should be talking
about how they will fix that.

[.Also, see the very bottom for some relevant disclosures, since I've been
asked after previous postings to this list.]

On Tue, May 3, 2016 at 6:02 PM MZMcBride <z@mzmcbride.com> wrote:

> Tim Starling wrote:
> >Board members have a duty to act in the interests of the WMF as a
> >whole, but it does not follow that denying anonymity to whistleblowers
> >is in the best interests of the WMF. In fact, I think this Lila/KF/KE
> >case demonstrates the opposite.
> >
> >I would encourage the Board to extend the current whistleblower policy
> >to provide protection to employees making anonymous complaints via
> >certain intermediaries (such as active Board members), rather than
> >requiring complaints to be made directly to the Chair of the Board;
> >and to specify that the forwarding of such anonymous reports by Board
> >members to the Chair would be permissible.
> >
> >If we want to avoid a repeat of this affair, then employees should be
> >encouraged to communicate serious concerns to the Board as early as
> >possible.
>
> https://wikimediafoundation.org/wiki/Whistleblower_policy
>
> You mention anonymous complaints and serious concerns, but the current
> whistleblower policy seems to be pretty clear that it only applies to
> laws, rules, and regulations. The text of the policy indicates, to me at
> least, that even alleged violations of other Wikimedia Foundation policies
> would not be covered by the whistleblower policy. Would you extend the
> Wikimedia Foundation whistleblower policy to cover regular (i.e.,
> non-legal and non-regulatory) grievances?
>
> My understanding is that the Wikimedia Foundation Board of Trustees sought
> out and then appointed a tech-minded chief executive, who came from a tech
> organization, in order to "transform" the Wikimedia Foundation from an
> educational non-profit to be more like a traditional tech company. Many
> employees of the Wikimedia Foundation disagreed with this decision and the
> chief executive made a series of poor hires who ran amok (looking at you,
> Damon), but I don't think anything rose to the level of illegal behavior.
>
> From my perspective, whether rightfully or wrongfully, the staff mutinied
> and ultimately successfully deposed the appointed executive director. I
> don't see how this whistleblower policy or most variations of it that a
> typical non-profit would enact would really be applicable here.
>

As MZ says, the problem here is not the whistleblower policy. There should
be other policies and processes to monitor and address non-legal
performance problems with the ED/CEO. Creating and executing on these
policies and processes is one of the key responsibilities of a non-profit
board.

Unfortunately, those policies and processes were not working during my last
six months at the Foundation.

Some things that the board should do to change this situation:

- *Make the board HR committee effective.* This would involve at least:
- Simply documenting *who is on the HR committee and how to contact them*.
Last fall, there was no way for staff to even know who was on the HR
committee until my repeated questions to *four separate board members*
led to this edit
<https://wikimediafoundation.org/w/index.php?title=HR_Committee&type=revision&diff=103767&oldid=95573>.
As of when I left, there was still no way to confidentially email the
entire committee as a group.
- Using of one of the board's appointed slots to appoint an *HR
expert*, as has been done in the past with finance. (I assume Arnon
was an attempt at this. If so, I'm very sorry it did not work out.)
- Improving *policies* *on staff-board contact*. The whistleblower
policy is not the right place for this, but it was all the staff had. And
for board members, the Handbook
<https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_Handbook#Board_member_standard_of_conduct>
is unfortunately not clear on how to address HR issues. Better policies,
explaining roles and responsibilities, might have helped both groups.
- *Monitor organizational health*. This would involve at least:
- Conducting a *regular engagement survey* with (ideally) a trusted
neutral reporting results to the board as well as the executive
team. This
is now in place through HR, but was not done until monitoring of office
attendance indicated that people hated coming to the office, and tends to
break down in an executive crisis (since HR may not be trusted).
- *Exit interviews* with all departing executive staff. To the best
of my knowledge, the current board did not do this, even after 9-10
executives departed in the space of a year. This is good
practice even when
the board has endorsed a "cleaning house" of the executive staff (as may
have occurred here), since those staff are still likely able to provide
insight into the performance of the ED that the board may not be able to
glean themselves.

There are, of course, many other things a board can do to help with these
issues (leading on creation of a clear strategy; putting a staff rep on the
HR committee; regular contact with staff and executives; etc., etc.) But
these are the utter, utter basics that are still, to the best of my
knowledge, unresolved.

Besides the points above, I'd like to see:

- When I asked board candidates
<https://meta.wikimedia.org/w/index.php?title=Affiliate-selected_Board_seats/2016/Questions&diff=prev&oldid=15497994>
what they thought the top responsibilities of the board were, I was hoping
to see at least one person say "HR". Obviously many votes have been cast,
but I'd still like to hear the candidates speak about how they will
effectively fulfill their HR-related responsibilities ("select, evaluate
and (if necessary) remove the Executive Director
<https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_Handbook#Effective_Board_oversight>
").
- The HR committee is supposed to do a yearly self-assessment
<https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_Handbook#Human_Resources_Committee>.
I think the current HR committee and the board should publish that
self-assessment, and share (*as part of the hiring plan*) how they plan to
monitor *and support *the next ED's performance.

Slightly more than two cents-
Luis

[.Disclosures:

- After I left, I did not sign a termination or contracting agreement
with the organization, so I did not become a contractor with the
organization. I do still speak to many friends within the org, but have not
discussed this email with them.
- I was one of the people who spoke to James (as well as other board
members) about Lila last fall. I appreciate his efforts on behalf of the
staff, as well as his efforts to protect our confidentiality.
- My baby was due yesterday, so I probably won't check the list again
for quite a while. :) Still, hope this is helpful to highlight some
specific actions the board could be taking.]
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Re: [Wikimedia-l] What should the board do *now*? [was Re: Account of the events leading to James Heilman's removal] [ In reply to ]
> tl;dr: the board did not effectively perform one of their most important
> roles (managing the ED); the board (and board candidates) should be talking
> about how they will fix that.
>

Thanks Luis for the very thoughtful email.

Managing a Chief Executive / ED isn't an easy task (ask anyone who's done
it) but I think you have identified a lot of useful steps about how the WMF
Board can do it better in future.

Chris
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Re: [Wikimedia-l] What should the board do *now*? [was Re: Account of the events leading to James Heilman's removal] [ In reply to ]
Agree Thanks Luis

Many excellent suggestions.

James

On Thu, May 5, 2016 at 6:10 PM, Chris Keating <chriskeatingwiki@gmail.com>
wrote:

> > tl;dr: the board did not effectively perform one of their most important
> > roles (managing the ED); the board (and board candidates) should be
> talking
> > about how they will fix that.
> >
>
> Thanks Luis for the very thoughtful email.
>
> Managing a Chief Executive / ED isn't an easy task (ask anyone who's done
> it) but I think you have identified a lot of useful steps about how the WMF
> Board can do it better in future.
>
> Chris
> _______________________________________________
> Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> New messages to: Wikimedia-l@lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>
>



--
James Heilman
MD, CCFP-EM, Wikipedian

The Wikipedia Open Textbook of Medicine
www.opentextbookofmedicine.com
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Re: [Wikimedia-l] What should the board do *now*? [was Re: Account of the events leading to James Heilman's removal] [ In reply to ]
Thank you, Luis, for the good suggestions.

Pine
On May 5, 2016 08:49, "Luis Villa" <luis@lu.is> wrote:

> tl;dr: the board did not effectively perform one of their most important
> roles (managing the ED); the board (and board candidates) should be talking
> about how they will fix that.
>
> [.Also, see the very bottom for some relevant disclosures, since I've been
> asked after previous postings to this list.]
>
> On Tue, May 3, 2016 at 6:02 PM MZMcBride <z@mzmcbride.com> wrote:
>
> > Tim Starling wrote:
> > >Board members have a duty to act in the interests of the WMF as a
> > >whole, but it does not follow that denying anonymity to whistleblowers
> > >is in the best interests of the WMF. In fact, I think this Lila/KF/KE
> > >case demonstrates the opposite.
> > >
> > >I would encourage the Board to extend the current whistleblower policy
> > >to provide protection to employees making anonymous complaints via
> > >certain intermediaries (such as active Board members), rather than
> > >requiring complaints to be made directly to the Chair of the Board;
> > >and to specify that the forwarding of such anonymous reports by Board
> > >members to the Chair would be permissible.
> > >
> > >If we want to avoid a repeat of this affair, then employees should be
> > >encouraged to communicate serious concerns to the Board as early as
> > >possible.
> >
> > https://wikimediafoundation.org/wiki/Whistleblower_policy
> >
> > You mention anonymous complaints and serious concerns, but the current
> > whistleblower policy seems to be pretty clear that it only applies to
> > laws, rules, and regulations. The text of the policy indicates, to me at
> > least, that even alleged violations of other Wikimedia Foundation
> policies
> > would not be covered by the whistleblower policy. Would you extend the
> > Wikimedia Foundation whistleblower policy to cover regular (i.e.,
> > non-legal and non-regulatory) grievances?
> >
> > My understanding is that the Wikimedia Foundation Board of Trustees
> sought
> > out and then appointed a tech-minded chief executive, who came from a
> tech
> > organization, in order to "transform" the Wikimedia Foundation from an
> > educational non-profit to be more like a traditional tech company. Many
> > employees of the Wikimedia Foundation disagreed with this decision and
> the
> > chief executive made a series of poor hires who ran amok (looking at you,
> > Damon), but I don't think anything rose to the level of illegal behavior.
> >
> > From my perspective, whether rightfully or wrongfully, the staff mutinied
> > and ultimately successfully deposed the appointed executive director. I
> > don't see how this whistleblower policy or most variations of it that a
> > typical non-profit would enact would really be applicable here.
> >
>
> As MZ says, the problem here is not the whistleblower policy. There should
> be other policies and processes to monitor and address non-legal
> performance problems with the ED/CEO. Creating and executing on these
> policies and processes is one of the key responsibilities of a non-profit
> board.
>
> Unfortunately, those policies and processes were not working during my last
> six months at the Foundation.
>
> Some things that the board should do to change this situation:
>
> - *Make the board HR committee effective.* This would involve at least:
> - Simply documenting *who is on the HR committee and how to contact
> them*.
> Last fall, there was no way for staff to even know who was on the HR
> committee until my repeated questions to *four separate board
> members*
> led to this edit
> <
> https://wikimediafoundation.org/w/index.php?title=HR_Committee&type=revision&diff=103767&oldid=95573
> >.
> As of when I left, there was still no way to confidentially email the
> entire committee as a group.
> - Using of one of the board's appointed slots to appoint an *HR
> expert*, as has been done in the past with finance. (I assume Arnon
> was an attempt at this. If so, I'm very sorry it did not work out.)
> - Improving *policies* *on staff-board contact*. The whistleblower
> policy is not the right place for this, but it was all the staff
> had. And
> for board members, the Handbook
> <
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_Handbook#Board_member_standard_of_conduct
> >
> is unfortunately not clear on how to address HR issues. Better
> policies,
> explaining roles and responsibilities, might have helped both groups.
> - *Monitor organizational health*. This would involve at least:
> - Conducting a *regular engagement survey* with (ideally) a trusted
> neutral reporting results to the board as well as the executive
> team. This
> is now in place through HR, but was not done until monitoring of
> office
> attendance indicated that people hated coming to the office, and
> tends to
> break down in an executive crisis (since HR may not be trusted).
> - *Exit interviews* with all departing executive staff. To the best
> of my knowledge, the current board did not do this, even after 9-10
> executives departed in the space of a year. This is good
> practice even when
> the board has endorsed a "cleaning house" of the executive staff (as
> may
> have occurred here), since those staff are still likely able to
> provide
> insight into the performance of the ED that the board may not be
> able to
> glean themselves.
>
> There are, of course, many other things a board can do to help with these
> issues (leading on creation of a clear strategy; putting a staff rep on the
> HR committee; regular contact with staff and executives; etc., etc.) But
> these are the utter, utter basics that are still, to the best of my
> knowledge, unresolved.
>
> Besides the points above, I'd like to see:
>
> - When I asked board candidates
> <
> https://meta.wikimedia.org/w/index.php?title=Affiliate-selected_Board_seats/2016/Questions&diff=prev&oldid=15497994
> >
> what they thought the top responsibilities of the board were, I was
> hoping
> to see at least one person say "HR". Obviously many votes have been
> cast,
> but I'd still like to hear the candidates speak about how they will
> effectively fulfill their HR-related responsibilities ("select, evaluate
> and (if necessary) remove the Executive Director
> <
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_Handbook#Effective_Board_oversight
> >
> ").
> - The HR committee is supposed to do a yearly self-assessment
> <
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_Handbook#Human_Resources_Committee
> >.
> I think the current HR committee and the board should publish that
> self-assessment, and share (*as part of the hiring plan*) how they plan
> to
> monitor *and support *the next ED's performance.
>
> Slightly more than two cents-
> Luis
>
> [.Disclosures:
>
> - After I left, I did not sign a termination or contracting agreement
> with the organization, so I did not become a contractor with the
> organization. I do still speak to many friends within the org, but have
> not
> discussed this email with them.
> - I was one of the people who spoke to James (as well as other board
> members) about Lila last fall. I appreciate his efforts on behalf of the
> staff, as well as his efforts to protect our confidentiality.
> - My baby was due yesterday, so I probably won't check the list again
> for quite a while. :) Still, hope this is helpful to highlight some
> specific actions the board could be taking.]
> _______________________________________________
> Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> New messages to: Wikimedia-l@lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>
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Re: [Wikimedia-l] What should the board do *now*? [was Re: Account of the events leading to James Heilman's removal] [ In reply to ]
Hi Doc

Your sig
> The Wikipedia Open Textbook of Medicine
> www.opentextbookofmedicine.com

McAfee Site advisor tags it as a dangerous phishing site trying to
steal information.
Ploughing through the link leads instead to "a" Wikipedia web book on
"health care" which is edited mainly by you.

"Book" has images from anonymous authors with dodgy histories (did
they study medicine in Mexico ?) eg.
https://commons.wikimedia.org/wiki/File:Herpes_esophagitis.JPG

Misleading stuff.

Dave

On 5/5/16, James Heilman <jmh649@gmail.com> wrote:
> Agree Thanks Luis
>
> Many excellent suggestions.
>
> James
>
> On Thu, May 5, 2016 at 6:10 PM, Chris Keating <chriskeatingwiki@gmail.com>
> wrote:
>
>> > tl;dr: the board did not effectively perform one of their most important
>> > roles (managing the ED); the board (and board candidates) should be
>> talking
>> > about how they will fix that.
>> >
>>
>> Thanks Luis for the very thoughtful email.
>>
>> Managing a Chief Executive / ED isn't an easy task (ask anyone who's done
>> it) but I think you have identified a lot of useful steps about how the
>> WMF
>> Board can do it better in future.
>>
>> Chris
>> _______________________________________________
>> Wikimedia-l mailing list, guidelines at:
>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
>> New messages to: Wikimedia-l@lists.wikimedia.org
>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
>> <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>
>>
>
>
>
> --
> James Heilman
> MD, CCFP-EM, Wikipedian
>
> The Wikipedia Open Textbook of Medicine
> www.opentextbookofmedicine.com
> _______________________________________________
> Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> New messages to: Wikimedia-l@lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>

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Re: [Wikimedia-l] What should the board do *now*? [was Re: Account of the events leading to James Heilman's removal] [ In reply to ]
On Thu, May 5, 2016 at 4:48 PM, Luis Villa <luis@lu.is> wrote:

> - After I left, I did not sign a termination or contracting agreement
> with the organization, so I did not become a contractor with the
> organization.
>


Thanks, Luis.



> - My baby was due yesterday, so I probably won't check the list again
> for quite a while. :)
>


Here's hoping you are having a great time looking after the people that
really matter now. :)

Best,
Andreas
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Re: [Wikimedia-l] What should the board do *now*? [was Re: Account of the events leading to James Heilman's removal] [ In reply to ]
Excellent ideas, Luis. I hope to see baby photos soon.
/a

On Thu, May 5, 2016 at 5:25 PM, Andreas Kolbe <jayen466@gmail.com> wrote:

> On Thu, May 5, 2016 at 4:48 PM, Luis Villa <luis@lu.is> wrote:
>
> > - After I left, I did not sign a termination or contracting agreement
> > with the organization, so I did not become a contractor with the
> > organization.
> >
>
>
> Thanks, Luis.
>
>
>
> > - My baby was due yesterday, so I probably won't check the list again
> > for quite a while. :)
> >
>
>
> Here's hoping you are having a great time looking after the people that
> really matter now. :)
>
> Best,
> Andreas
> _______________________________________________
> Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> New messages to: Wikimedia-l@lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>
>



--
Anna Stillwell
Director of Culture and Collaboration
Wikimedia Foundation
415.806.1536
*www.wikimediafoundation.org <http://www.wikimediafoundation.org>*
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Re: [Wikimedia-l] What should the board do *now*? [was Re: Account of the events leading to James Heilman's removal] [ In reply to ]
Hey Luis!

So, the good news is that a couple things you describe here are in the
works. I think others have been discussed but haven't reached consensus or
implementation, while still others are helpful new suggestions. I can't
speak to all of these suggestions, but I can talk about what we've got
going within the Foundation. You can also see some of my (very similar)
answer to Wittylama's question on governance on the Annual Plan:
https://meta.wikimedia.org/w/index.php?title=Talk%3AWikimedia_Foundation_Annual_Plan%2F2016-2017%2Fdraft&type=revision&diff=15574845&oldid=15574808

> Some things that the board should do to change this situation:
> >
> > - *Make the board HR committee effective.* This would involve at
> least:
> > - Simply documenting *who is on the HR committee and how to contact
> > them*.
> > Last fall, there was no way for staff to even know who was on the
> HR
> > committee until my repeated questions to *four separate board
> > members*
> > led to this edit
> > <
> >
> https://wikimediafoundation.org/w/index.php?title=HR_Committee&type=revision&diff=103767&oldid=95573
> > >.
> > As of when I left, there was still no way to confidentially email
> the
> > entire committee as a group.
> > - Using of one of the board's appointed slots to appoint an *HR
> > expert*, as has been done in the past with finance. (I assume Arnon
> > was an attempt at this. If so, I'm very sorry it did not work out.)
> > - Improving *policies* *on staff-board contact*. The whistleblower
> > policy is not the right place for this, but it was all the staff
> > had. And
> > for board members, the Handbook
> > <
> >
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_Handbook#Board_member_standard_of_conduct
> > >
> > is unfortunately not clear on how to address HR issues. Better
> > policies,
> > explaining roles and responsibilities, might have helped both
> groups.
> > - *Monitor organizational health*. This would involve at least:
> > - Conducting a *regular engagement survey* with (ideally) a trusted
> > neutral reporting results to the board as well as the executive
> > team. This
> > is now in place through HR, but was not done until monitoring of
> > office
> > attendance indicated that people hated coming to the office, and
> > tends to
> > break down in an executive crisis (since HR may not be trusted).
>

As presented at Metrics last week, the WMF has committed to doing regular
engagement surveys on a 6-month basis for the foreseeable future. When the
Board agrees, we will reduce to a yearly cycle, which is still more
consistent than in the past. I expect this drawdown will be sometime from
now, well into the permanent ED's term. The results will be presented to
the staff and Board by our current third-party engagement survey
contractor, CultureAmp, to ensure a neutral perspective. The top-level
results will continue to be presented at Metrics meetings (more detailed,
team-by-team or demographic breakdowns will not, due to issues around
personally identifiable information).

The next survey is scheduled for this month, with results due in June.
CultureAmp will present to the Board and staff. During the presentation of
the May 2016 results, CultureAmp will also re-present the November 2015
results, according to their interpretation of the findings. We will share
these top-line findings at Metrics, per usual.


> > - *Exit interviews* with all departing executive staff. To the best
> > of my knowledge, the current board did not do this, even after 9-10
> > executives departed in the space of a year. This is good
> > practice even when
> > the board has endorsed a "cleaning house" of the executive staff
> (as
> > may
> > have occurred here), since those staff are still likely able to
> > provide
> > insight into the performance of the ED that the board may not be
> > able to
> > glean themselves.
>

The Board has agreed to regular c-level exit interviews by the HR
committee, per Patricio's comment here. Patricio's comment also discusses
the engagement surveys.
https://meta.wikimedia.org/w/index.php?title=Talk%3AWikimedia_Foundation_Annual_Plan%2F2016-2017%2Fdraft&type=revision&diff=15578608&oldid=15578561

>
> > There are, of course, many other things a board can do to help with these
> > issues (leading on creation of a clear strategy; putting a staff rep on
> the
> > HR committee; regular contact with staff and executives; etc., etc.) But
> > these are the utter, utter basics that are still, to the best of my
> > knowledge, unresolved.
> >
> > Besides the points above, I'd like to see:
> >
> > - When I asked board candidates
> > <
> >
> https://meta.wikimedia.org/w/index.php?title=Affiliate-selected_Board_seats/2016/Questions&diff=prev&oldid=15497994
> > >
> > what they thought the top responsibilities of the board were, I was
> > hoping
> > to see at least one person say "HR". Obviously many votes have been
> > cast,
> > but I'd still like to hear the candidates speak about how they will
> > effectively fulfill their HR-related responsibilities ("select,
> evaluate
> > and (if necessary) remove the Executive Director
> > <
> >
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_Handbook#Effective_Board_oversight
> > >
> > ").
> > - The HR committee is supposed to do a yearly self-assessment
> > <
> >
> https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_Handbook#Human_Resources_Committee
> > >.
> > I think the current HR committee and the board should publish that
> > self-assessment, and share (*as part of the hiring plan*) how they
> plan
> > to
> > monitor *and support *the next ED's performance.
> >
> > Slightly more than two cents-
> > Luis
>

Always appreciated them.


> >
> > [.Disclosures:
> >
> > - After I left, I did not sign a termination or contracting agreement
> > with the organization, so I did not become a contractor with the
> > organization. I do still speak to many friends within the org, but
> have
> > not
> > discussed this email with them.
> > - I was one of the people who spoke to James (as well as other board
> > members) about Lila last fall. I appreciate his efforts on behalf of
> the
> > staff, as well as his efforts to protect our confidentiality.
> > - My baby was due yesterday, so I probably won't check the list again
> > for quite a while. :) Still, hope this is helpful to highlight some
> > specific actions the board could be taking.]
>

Baby pics when you get 'em! :)


> > _______________________________________________
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--
Katherine Maher

Wikimedia Foundation
149 New Montgomery Street
San Francisco, CA 94105

+1 (415) 839-6885 ext. 6635
+1 (415) 712 4873
kmaher@wikimedia.org
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Re: [Wikimedia-l] What should the board do *now*? [was Re: Account of the events leading to James Heilman's removal] [ In reply to ]
Hoi,
Really? Doctors from Mexico?? That is very discriminating. The problem with
many medical publications from the USA is that they are not at all about
the best practices people should be treated with. Many best practices are
not practiced in the the USA eg Open Dialogue.
Thanks,
GerardM

On 5 May 2016 at 23:50, David Emrany <david.emrany@gmail.com> wrote:

> Hi Doc
>
> Your sig
> > The Wikipedia Open Textbook of Medicine
> > www.opentextbookofmedicine.com
>
> McAfee Site advisor tags it as a dangerous phishing site trying to
> steal information.
> Ploughing through the link leads instead to "a" Wikipedia web book on
> "health care" which is edited mainly by you.
>
> "Book" has images from anonymous authors with dodgy histories (did
> they study medicine in Mexico ?) eg.
> https://commons.wikimedia.org/wiki/File:Herpes_esophagitis.JPG
>
> Misleading stuff.
>
> Dave
>
> On 5/5/16, James Heilman <jmh649@gmail.com> wrote:
> > Agree Thanks Luis
> >
> > Many excellent suggestions.
> >
> > James
> >
> > On Thu, May 5, 2016 at 6:10 PM, Chris Keating <
> chriskeatingwiki@gmail.com>
> > wrote:
> >
> >> > tl;dr: the board did not effectively perform one of their most
> important
> >> > roles (managing the ED); the board (and board candidates) should be
> >> talking
> >> > about how they will fix that.
> >> >
> >>
> >> Thanks Luis for the very thoughtful email.
> >>
> >> Managing a Chief Executive / ED isn't an easy task (ask anyone who's
> done
> >> it) but I think you have identified a lot of useful steps about how the
> >> WMF
> >> Board can do it better in future.
> >>
> >> Chris
> >> _______________________________________________
> >> Wikimedia-l mailing list, guidelines at:
> >> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
> >> New messages to: Wikimedia-l@lists.wikimedia.org
> >> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
> >> <mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe>
> >>
> >
> >
> >
> > --
> > James Heilman
> > MD, CCFP-EM, Wikipedian
> >
> > The Wikipedia Open Textbook of Medicine
> > www.opentextbookofmedicine.com
> > _______________________________________________
> > Wikimedia-l mailing list, guidelines at:
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>
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Re: [Wikimedia-l] What should the board do *now*? [was Re: Account of the events leading to James Heilman's removal] [ In reply to ]
Luis Villa <luis@...> writes:

>
> tl;dr: the board did not effectively perform one of their most important
> roles (managing the ED); the board (and board candidates) should be talking
> about how they will fix that.
>

I think one of the key takeaways from this affair is that people should be
careful about talking the law. There are bright line rules
written in statute and then there are "duties" (duties of loyalty, duties of
care). In this case, it appears that the bright line rule of law (absolute
right of directors to inspect corporate books and records) was probably
violated while more tenuous legal rules were given heavier weight. I'm also
not sure that a few board members discussing something together unofficially
without the entire board is a "conspiracy" as Denny described it, although
I suppose that opens up a grey area about whether that's some sort of
official meeting and the rights of board members to know about
corporate business.

As far as I'm aware, there aren't too many bright line rules regarding abstract
duties, although some statutes provide some good guidelines (e.g., Uniform
Prudent Investor Act). After spending several years as a fiduciary for a
couple different nonprofits and reviewing directors & officer's liability
insurance as a regulator, I've found that it's no joke that the business
judgment rule provides significant protection for board members from liability.
Board members should be thinking more about right and wrong and what makes
sense rather than abstract legal notions.

Any good legal opinion should be written and cite specific statutes and case
law. And finding a case where a jury found someone, somewhere, in some specific
situation was found to be liable for doing or not doing something is not
necessarily persuasive.

I winced a bit when I saw a while back that Anne/Risker responded to a request
for more details on the Executive Director's performance by saying that such
information was basically sacrosant and something to the effect of how it might
even be protected by some sort of UN human rights law. Maybe she knows something
more than me, and certainly it is typical for these to be kept private, but
many, many Americans have their performance evaluations subject to public
scrutiny. See [http://www.splc.org/article/2015/04/accessing-personnel-records
Accessing personnel records: A balancing act between privacy, public’s right
to know] (2015) for some examples. It is true that California is
aggressive about employee rights; when I was looking at actuarial analyses for
employer's liability, California received a multiplicative factor of 3 versus
the rest of the country.

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Re: [Wikimedia-l] What should the board do *now*? [was Re: Account of the events leading to James Heilman's removal] [ In reply to ]
Hoi,

> I think one of the key takeaways from this affair is that people should be careful about talking the law.

An apt observation

In context of the 'absolute right of (individual) directors to inspect
corporate books and records', did the community director actually ask
to access the Foundation records and was his request formally denied ?

Director's right, are subject to exceptions and can be denied where a
disgruntled director shows intention to violate his or her fiduciary
duties to the corporation (TRITEK TELECOM INC v. SUPERIOR COURT),

Toby
www.cyberlegal.net

On 5/10/16, Ben Creasy <ben@bencreasy.com> wrote:
> Luis Villa <luis@...> writes:
>
>>
>> tl;dr: the board did not effectively perform one of their most important
>> roles (managing the ED); the board (and board candidates) should be
>> talking
>> about how they will fix that.
>>
>
> I think one of the key takeaways from this affair is that people should be
> careful about talking the law. There are bright line rules
> written in statute and then there are "duties" (duties of loyalty, duties of
> care). In this case, it appears that the bright line rule of law (absolute
> right of directors to inspect corporate books and records) was probably
> violated while more tenuous legal rules were given heavier weight. I'm also
> not sure that a few board members discussing something together unofficially
> without the entire board is a "conspiracy" as Denny described it, although
> I suppose that opens up a grey area about whether that's some sort of
> official meeting and the rights of board members to know about
> corporate business.
>
> As far as I'm aware, there aren't too many bright line rules regarding
> abstract
> duties, although some statutes provide some good guidelines (e.g., Uniform
> Prudent Investor Act). After spending several years as a fiduciary for a
> couple different nonprofits and reviewing directors & officer's liability
> insurance as a regulator, I've found that it's no joke that the business
> judgment rule provides significant protection for board members from
> liability.
> Board members should be thinking more about right and wrong and what makes
> sense rather than abstract legal notions.
>
> Any good legal opinion should be written and cite specific statutes and case
> law. And finding a case where a jury found someone, somewhere, in some
> specific
> situation was found to be liable for doing or not doing something is not
> necessarily persuasive.
>
> I winced a bit when I saw a while back that Anne/Risker responded to a
> request
> for more details on the Executive Director's performance by saying that such
> information was basically sacrosant and something to the effect of how it
> might
> even be protected by some sort of UN human rights law. Maybe she knows
> something
> more than me, and certainly it is typical for these to be kept private, but
> many, many Americans have their performance evaluations subject to public
> scrutiny. See
> [http://www.splc.org/article/2015/04/accessing-personnel-records
> Accessing personnel records: A balancing act between privacy, public’s
> right
> to know] (2015) for some examples. It is true that California is
> aggressive about employee rights; when I was looking at actuarial analyses
> for
> employer's liability, California received a multiplicative factor of 3
> versus
> the rest of the country.
>
>> _______________________________________________
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>
>
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Re: [Wikimedia-l] What should the board do *now*? [was Re: Account of the events leading to James Heilman's removal] [ In reply to ]
Having worked with SPLC on records issues before, I feel it should be noted that their efforts are focused on government. Governments have legal protections that nonprofits (as corporations) do not, so the considerations are rather different.

I'm not commenting on the topics beyond that, just wanted to point out that important distinction. ;)

-greg

_______________
Sent from my iPhone - a more detailed response may be sent later.

> On May 10, 2016, at 12:00 PM, Ben Creasy <ben@bencreasy.com> wrote:
>
> Luis Villa <luis@...> writes:
>
>>
>> tl;dr: the board did not effectively perform one of their most important
>> roles (managing the ED); the board (and board candidates) should be talking
>> about how they will fix that.
>
> I think one of the key takeaways from this affair is that people should be
> careful about talking the law. There are bright line rules
> written in statute and then there are "duties" (duties of loyalty, duties of
> care). In this case, it appears that the bright line rule of law (absolute
> right of directors to inspect corporate books and records) was probably
> violated while more tenuous legal rules were given heavier weight. I'm also
> not sure that a few board members discussing something together unofficially
> without the entire board is a "conspiracy" as Denny described it, although
> I suppose that opens up a grey area about whether that's some sort of
> official meeting and the rights of board members to know about
> corporate business.
>
> As far as I'm aware, there aren't too many bright line rules regarding abstract
> duties, although some statutes provide some good guidelines (e.g., Uniform
> Prudent Investor Act). After spending several years as a fiduciary for a
> couple different nonprofits and reviewing directors & officer's liability
> insurance as a regulator, I've found that it's no joke that the business
> judgment rule provides significant protection for board members from liability.
> Board members should be thinking more about right and wrong and what makes
> sense rather than abstract legal notions.
>
> Any good legal opinion should be written and cite specific statutes and case
> law. And finding a case where a jury found someone, somewhere, in some specific
> situation was found to be liable for doing or not doing something is not
> necessarily persuasive.
>
> I winced a bit when I saw a while back that Anne/Risker responded to a request
> for more details on the Executive Director's performance by saying that such
> information was basically sacrosant and something to the effect of how it might
> even be protected by some sort of UN human rights law. Maybe she knows something
> more than me, and certainly it is typical for these to be kept private, but
> many, many Americans have their performance evaluations subject to public
> scrutiny. See [http://www.splc.org/article/2015/04/accessing-personnel-records
> Accessing personnel records: A balancing act between privacy, public’s right
> to know] (2015) for some examples. It is true that California is
> aggressive about employee rights; when I was looking at actuarial analyses for
> employer's liability, California received a multiplicative factor of 3 versus
> the rest of the country.
>
>> _______________________________________________
>> Wikimedia-l mailing list, guidelines at:
> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
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>
>
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