[Foundation-l] Report on board meeting in Florida

Sun Apr 1 02:45:34 UTC 2007

Florence, 
Thank you for  response. I will go through it section by section, explaining 
why I disagree. So  as not to bore people, I will focus only on some points, 
though that does not  mean I agree with your other points.  
You wrote concerning  the most pressing issues, that " The general answer is 
"unfixed". Practically,  we will depend on the good will of volunteer board 
members, and on the good will  of staff who prefer helping than quitting. Eh !"  
I have no idea what  you meant by, "Eh!" unless it was a personal jibe at me. 
That’s fine. As for the  tasks, you made it clear to the staff that you are 
the board member who handles  legal, job descriptions are board responsibility, 
and personnel needs are board  responsibility. You made it clear that you did 
not trust staff to do these  things (more on that later). So all I can assume 
was that this was a personal  attack. As for your statement, "Those tasks are 
not necessarily DONE by the ED,  but under the responsability [sic]of the 
ED," as there is no ED, I can only  assume that there is no one responsible. Of 
course, you also told us you would  be acting as ED unless the board said 
otherwise, so, I assume that unless the  board says otherwise, that are your 
responsibility. 
>> Note that  they are all  ED. Am I too assume that, except for the 
coordination  
>> of legal activities, these  will all be left unfixed until  there is an 
ED, or 
>> will they be dealt with by  some undefined  else. It seems the former is 
the 
>> answer, with the exception   of a legal coordinator. In other words, are 
you 
>> leaving the most  pressing issues  unfixed? If it is the latter "undefined 
else,"  
>> how will the "else" be  selected?

You wrote: Note that  all. Which makes a difference. 
I have no idea what  you mean.

> Next came, " Do it  soon (but not necessarily very  important)" … 

You wrote: "I have  spent the whole week trying to work on wikimania 
finances, sponsorship and  fundraising. As a volunteer. And largely because the staff 
member who was in  charge of these topics choose to quit without a warning nor 
an  explanation." 
Good answer. Of  course, I fail to see why you would complain about 
volunteering for a volunteer  organization, especially one you chair. As for an 
explanation, I will remind you  that you never asked for one. In fact, you have not 
spoken to me since I  resigned.  

I  asked 
> Finally, you had  "  Important (but not necessarily to do immediately)"
> * Brand  Strategy  (board)
> * Business Development Strategy (board)
> *  Technical Management  (ED) 
> What professional  expertise does  the Board bring to the first two? When 
> talking about a brand   worth billions of dollars--and that means billions 
of 
> dollars for free  culture  and knowledge--I would assume that the Board 
would 
>  consider some professional  advice and assistance.

You answered"  "Yes, a company proposed its assistance. It is called Landor. 
(www.landor.com).  Plenty of impressing customers. The fact you did not hear 
about something does  not mean it does not exist." 
I am sure it exists.  However, I beg to remind you that I was the person in 
charge of business  development. It is unfortunate that you have decided to 
keep business  development information from the person in charge of business 
development. I can  only assume that you really think business development is a 
board  responsibility. More on this later.

> As for some of the  other  topics discussed, you wrote "What can be 
mentioned 
> probably is  this:"
> *  work on a travel policy (nothing very fancy to report)  
> I ask: what is the  current travel policy which is being  amended?

A policy was set up in 2004. It allowed 1000 dollars per  trimester per 
board member, 3000 dollars for the chair. This is the last  "validated one". 
In other words, most  board members have exceeded their "validated" trimester 
allocation. I agree it  should be expanded, but as it was not--it has been 
exceeded. Am I to assume that  board resolutions regarding spending can be 
ignored at the discretion of the  Board? 

> * work on a policy for  reimbursement (nothing very  fancy to report) 
> I ask: what is the  current reimbursement policy,  which is being amended. 
If 
> there is no  reimbursement policy, how  are reimbursements made? What is 
> eligible for  reimbursement and  what is not? 

You wrote: No written policy being amended. We agreed on  reimbursement of 
travel 
costs (2nd class), food and hotel, as indicated on  the reimbursement 
sheet done by Mav many months ago. Additionally, last  summer, there was 
an agreement to reimburse me nanny costs when I was  travelling on the 
board behalf.
Receipts must be  provided. 
So all that is  reimbursed is travel costs and a per diem? That is a simple 
yes or no  question. A reimbursement policy should cover what else is 
reimbursed. For  instance, your nanny. Then there are other, more controversial 
expenses. I  will be happy to elaborate if you like. 

> * study of  some  collaboration propositions (details confidential) 
> I hope you  don’t mean  the collaboration proposals with three major 
>  organizations in DC that I brought  to the table. If you do, why was I not 
 asked about 
> them? 

No, I am talking about other propositions  which are confidential and 
which you were not involved  in. 
Again, why is the  board keeping collaboration proposals from business 
development or the office in  general. Do you think that only the board is qualified 
to deal with these  matters? Do you not trust the office to do its job? 

You wrote: No one,  which is why we created an advisory board, and ask help 
from 
companies,  especially those who accept to work on a pro bono basis.
But you are welcome  to tell future voters that they should elect a 
community member being a  specialist of brand licensing.
Note that you are not a specialist of brands  either. 
I will happily admit  that I am not a branding specialist and that a branding 
specialist should be  brought on board, either as staff, or as a board 
member. Once again, what  expertise does the board bring to this in the meanwhile.

> You  also  wrote: 
> "During that week, the  office was really  populated, as it also hosted two 
> other meetings, one  dedicated to  Quality (might be worthwhile to ask 
> Greg to make a report on  this  one...), " 
> While Greg is  extremely qualified to report on that,  you might also ask 
the 
> person who  organized it. Oh, and how much  time did the Board take 
discussing 
> its  recommendations.   

You wrote: Oh good point. Since you were the organiser of that meeting,  can 
you 
provide me the budget where we approved the expenses related to that  
meeting ? 
Are you opposed to the  meeting? Or are you simply opposed to the fact that 
something was done without  your involvement. Did you ever ask me about it? 
Would you have approved it?  

As for the time spent discussing the recommandations, I would say that  
given that the recommandations were presented 2 hours before the end of  
the board meeting and that the issue was not on the agenda... of course,  
it was not further discussed. Not everyone is a workalcoholic  :-) 
No, but senior  executives of huge international corporations generally are. 
Especially when  they are understaffed.  

> You wrote:  "Delphine  was also in Florida for several  days." 
> It  is always very nice  to see Delphine. What was her role in these  
meetings?

You wrote: I was not the organiser of the tech meeting. I am  still wondering 
who 
organised it really.
I was not the organiser of the  quality meeting. You were.
I was the organiser of the board meeting, and I  did not invite her.

You also wrote: However, contrariwise to you,  Delphine has an approved 
travel budget, 
and by default, I consider staff is  not "dumb" and if she thought she 
needed travel, then she did need  travel.
The board is not the police.
She knows pretty well that if she  does not do her job and abuse things, 
she can be fired. It is not your place  to judge her work and the way she 
organises herself. That goes for every  employee. 
Okay, so there is no  oversight when it comes to Delphine (though this is not 
the case with the  office—you were very clear about that.) She currently has 
a higher travel budget  than the entire board combined, and no one can 
question it. By the way, is it  true that you have copied IRC board meeting 
discussions to Delphine in real  time? A simple yes or no will do.  

> Or does that  go under the  discussed Travel Policy (to quote you, "nothing 
> very  fancy to report.")

The travel policy is the one related to the board. Not  the travel policy 
of the employees.
The travel policy of the employees is  set up by the ED, not the board. 
There is no ED, so who  sets up the travel policy?

> It would also be nice  to hear some  more elaboration from you about the 
> "difference of opinion"  between  the Board and the Search Firm regarding 
the role 
> of an  ED. How does the Board  see the role? How does the Search Firm see 
the  
> role? What efforts are being made  to bridge this difference?  

I would prefer that you be blunt and say your word rather than turning  
around the pot Danny. 
It's a simple  question. I am not turning it around. I am simply asking you 
to explain your  statement.

> All in all, it  sounds like a fascinating meeting. I  look forward to 
reading 
> the minutes.   

Ah,  confidential :-) Too bad. But they were written Danny, be  reassured. 
I am reassured. I only  wonder why no board minutes whatsoever have been 
posted to  wikimediafoundation.org since 2006. I had hoped that the new board 
would usher  in a time of greater transparency. Apparently I was  wrong.

Danny

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