Wikimedia Foundation Board Governance Committee/Board transparency/Status report October 2016

October 19, 2016

Board transparency needs improvement. We lack understanding of what it means to be transparent.

1. The Wikimedia Foundation Board is not transparent enough; the Wikimedia Foundation is not transparent enough.
2. We do not have a consensus of the desired level of transparency, and how to achieve that transparency. Transparency means different things to different people. Some people are content with our public reports, some would be discontented even with all open meetings (as it is the wiki way).

What would an action plan look like, to discern the desired level of transparency, and then produce the concrete steps to lead to that transparency? Let’s try to make the Board transparent, experimenting, in the awareness that we will make mistakes along the way.

The issue status discussed below are listed here. The report was prepared by me, User:NTymkiv (WMF), with the help of other people.

NOTICE: I have tried to make it less personal, but if you see any personal pronouns, please try to accept it as it is.

Be better at follow-through (Tracking)

It is difficult to keep track of promises, as trustees change, not everything is documented, so a) trustees may forget that this or that talk happened; b) new trustees won’t be able to join the discussion or even know that such a discussion had taken place in the past. Even worse: New people can start the same discussion over and over.

Recent example: Nemo wrote a comment on the talk page of the recent agenda for the BoT meeting [1], he was referring to his proposal from May 2015 on Wikimedia Foundation Board noticeboard Proposed resolution on user rights process. Jan-Bart promised to “bring this to the attention of the board”, but there is no public evidence that it happened. I have asked Jan-Bart privately if he did as he promised and what is the answer. Remember, the conversation happened more than a year ago, under absolutely different circumstances, and all we have to rely on is the memory of one person. It does not seem like a good way to conduct things. Jan-Bart said that he talked about this matter with the Board not during the meeting (so it is not mentioned in the minutes) and they decided that this matter was to be resolved by Legal. Jan-Bart didn’t follow-up and no one else could have followed-up, as there was nothing public about it. The discussion got archived [2] and everybody would forget about it, but for the person who started it.

There is nothing wrong with answering “No, we have discussed it with Legal and they think it is too...” or “We have decided to give this to Legal team to take a look at. Stephen (or somebody else) is responsible for it”. Or any other answer. The problem is not answering in any way, keeping the topic open… till it is archived by a bot. The questions there should be closed. Either with YES, or NO, or it is not relevant, or it is the responsibility of this/that person, or even “we haven’t gotten to look into this yet, but we expect to be able to do so by X”, which itself allows follow-up.

There is another problem with tracking: Staff cannot always be expected to answer the question(s). And we all know that sometimes it is better not to do anything right away, as soon as we receive a task, but rather wait a while and see. Sometimes the situation changes, or new data comes up, or additional opinions or opposite concerns are voiced, changing the context or impetus for the task. And the task could become not relevant anymore :) So, imagine a situation, when a trustee reads the noticeboard, does not know the answer to the question or the background and reaches to the staff with additional questions. And never receives an answer… It is only up to the Board member then to follow-up.

Ben Creasy has proposed to use Phabricator for this kind of things. Of course, one can write an email to an employee with a question about this or that and then post on his/her talk page on Meta a message:

Hey, I have sent you an email about Proposed resolution on user rights process (or Anti-harassment overview etc). Could you please check and answer?

It would be less convenient (it seems to me it is easier to subscribe to the tickets you are interested in), but still doable.

Still, everything would depend on how people treat this thing. And how diligent they are about it. If we decide to do the tracking (without any sensitive information, but with topics and links to the relevant documents, then new trustees can request the access to the information they need) via Phabricator, we can have a) initial basic training for our new trustees; b) we can ask the staff to take care of that if a board member finds it difficult (or if they just happen to have a Phabricator window opened :) ).

But first, let’s try it and see whether and how it works. If there are no serious objections or better solutions, I would request creating a separate project on Phabricator for this. If you agree to this course of action, please suggest (or endorse an existing suggestion) the structure of such a project on the talk page. It would really help to move things forward :)

Of course, in order to work, a system should not be too difficult, as people would not use it, if it would take a lot of time. So we should think how to organize it better. Creating the role of a Board assistant like Wikimedia Deutschland has done may be a good idea, to keep track of things going on. The assistant can remind to respond to this or that (public) promise. But creating a new role depends on the Board figuring out what things this person can help us with, and how communication with the assistant would work.

P.S. Please take into consideration that staff can be expected to receive silly questions from new trustees. As it is impossible to understand the situation without asking silly questions sometimes, because at the beginning one just cannot understand whether their question is silly or not… So staff might understandably get frustrated. Unfortunately nothing we can do at this moment, unless the Board Onboarding process will be better organized.

As an interim solution, I would suggest that maybe all requests from the Board members to the staff should be channeled also through an administrative employee (CCing Gretchen?). And this person will make sure that the thread does not die without some kind of resolution. This person will ping the staffer/team the question is for if necessary, or the board member if the staffer(s) responded but nothing was said in public yet.

Publishing minutes

Two main troubles identified:

• They are published after a long time passed, and it is difficult to remember the meeting itself clearly.
• They are not published at all, if the meetings do not seem “formal”, so this “formality” can be just skipped. Which means many meaningful board discussions are left entirely undocumented, not just for the community, but for the board itself and its future members.

The first issue would require input from staff to understand why they cannot send the notes from the meeting during the next few days after the meeting happened, so the Board can approve them and they can be published. The same should be required from volunteers who took upon themselves to take notes, of course.

The second issue can be resolved if the Board has enough staff support, but first it should be just a part of the culture: we are taking the notes (a staff member or volunteer present) and publish them. Full text on Meta if nothing sensitive. Full text on the Board wiki if there is sensitive text, shortened version on Meta with links to the closed wiki for reference. At least the nature of the discussion should be documented publicly.

Even the confidential issues can be recorded publicly: we can mention the nature of the thing discussed and the steps taken (for example: “the HR Committee decided to review the ED’s compensation”); names can be omitted, though the number of applications for this or that position should be mentioned. This can be helpful for tracking things done (or not) and discussed (or not).

If there are no serious objections (or better suggestions) I would require an explanation from the staff about the process in more details, so we can see if the timeline can be changed: Wikimedia Foundation Board Handbook/Agenda and Minutes Protocol. And I would suggest adding recommendations for the Board committees to publish notes from their meetings, however “not formal” they are.

One (rotating?) person from the Board responsible for quick summary of a board meeting

This may be a solution. Just to have a short summary of the meeting shared in public before the minutes are published. It would still require (probably) some review from the staff, but it can help.

Publishing agendas

Apart from the issue that the agendas are published only two days before the meeting, when people would be less able to chime in, it seems to me that the very process of how the agenda is formed should be able to include the input from the community (if relevant). SlimVirgin here and Rogol Domedonfors here raised the question on how to organize the process to bring things to the Board from the community.

This process would also need much better shared understanding of what the Board can and cannot do, so that the community would not waste time on creating and supporting a petition, only to learn later on that it cannot be addressed by the board.

The board has very limited time in their meetings. Maybe some of the business currently taking place in meetings could be done online, with a little more discipline and/or staff support. For example, even "admin" or "compliance" stuff, which often takes up a good hour or two of board meeting time, could perhaps be entirely explained, discussed, and agreed upon online, even if it also involves some physical signatures or some formal vote in everybody's presence - that vote alone, or that signing alone, could take place at the board meeting, but no time need be spent on introducing the topic, explaining it, answering random questions, etc., because that could be all already done, online. And even changes to some policies that do not require discussions, can be approved online. So the meeting agendas can be more open to community petitions or requests, or even discussing things.

I frankly do not know where to start here. So if there are no serious objections or better suggestions, I would inquire first whether some kind of internal policy or oral tradition exists in Wikimedia Foundation about what community petitions/demands get attention. And take it from there.

A Community Broker as an observer at Board meetings

Rogol Domedonfors suggested to have such a position. At the moment volunteer and advisory members for the BGC are acting in this capacity in the BGC. I would suggest waiting a bit to think about how this will work out. Still it seems to me that this person should be a kind of ombudsperson from the community. So he/she can bring to the attention of the board the issues the community wants to see tackled. And he/she can actually check in advance whether the proposal is appropriate for the board’s consideration (e.g. perhaps it is entirely within the remit of an existing staff process; or perhaps it’s too vague or lacking evidence to be usefully considered by the board).. Another issue: Would it require changes to the bylaws?

A Wikimedia Foundation staff-elected ombudsperson as an observer at the Board meetings

This matter could be tackled in the staff survey about the Board and what the Board can change in its work to work better together. It does not mean that this person should attend all board meetings. The ombudsperson can do their job proactively, as needed, and usually online. And can appear before the board at a meeting if needed or invited. I would say we need another person, elected by staff, to represent something to the Board if the usual channel (through ED) cannot be taken. But maybe we do not? Another issue: Would it require changes to the bylaws?

The system we have now -- Board -> ED -> staff -- works okay, as long as the ED is consistently acting with integrity. We should understand that if the ED, for example, were to decide to withhold information from the Board about this or that, or even to outright deceive the board, the board (consisting of volunteers from different countries and time zones) would always be at a disadvantage in terms of access to information compared to the ED. A staff-elected ombudsperson might be a safeguard against possible unfair presentations by the ED (or outright rogue behavior). On the other hand, this position may undermine the trust in the ED. And a future ED, who was not witness to the previous leadership challenge WMF has been through and has no idea about the crisis we had then, might be quite uncomfortable with this position.

There is also improved whistleblowing policy (see Minutes/2016-06).

Unpublished resolutions

See here.

According to this Board_deliberations “The Chair can decide not publish a resolution for a specific reason”. It does seem that we should at least have a list with unpublished resolutions mentioned.

We are talking (mostly) about HR resolutions (setting up the compensation level for ED, for example). I think that these resolutions can be skipped and not published publicly, but the nature of the resolution should be mentioned (the resolution about this and that, maybe linking to a Board wiki page or just naming the document, so that a Board member or a Secretary of the Board can look them up easily if need be.

Creating a Board updates page on Meta

It would be unfair to demand from the Communication team to run another page/portal if we cannot even take care of the existing noticeboard.

And publishing the meeting minutes of the Board and Board committees’ in a timely manner would be good.

A centralized place like this Grants:IdeaLab/A_place_to_work_together sounds interesting, but it is less about visibility of the Board and more about integrity of Wikimedia Foundation. I guess. And the issue remains is whether Wikimedia Foundation (the board and staff) lives up to its stated values, of transparency, shared power, etc. And that depends on will and discipline and appropriate mechanisms. All three are essential, and addressing only the mechanism question would not produce the desired change.

Board Q&A with answers to all questions

Is it doable? Wikimedia_Foundation_Board_noticeboard/Archives/2015#Please_Submit_Questions_for_Board_Q.26A

The state at the moment: Talk:Wikimedia_Foundation_Board_noticeboard#Future_of_this_Noticeboard

I might suggest having a subpage / separate page for Q&A people usually ask, so if something interesting was on the noticeboard, it might go here.

There was also a suggestion by the Communication team about doing something like Office hours for the Board. But the board can easily be overwhelmed by any opportunity where the community is just invited to "ask questions". Furthermore, most questions would include elements that are either 1. not appropriate for the board to address; 2. require assistance/research from staff to respond to; 3. are not questions but rants, pet proposals, etc.

To mitigate that, board Q&A sessions or online spaces can be bounded in practical terms. This could be done in several ways. For example, the board commits to devote enough time to respond to the N most endorsed questions (though this could get tricky and might be easy for some to manipulate). Or, questions must be pre-vetted by, say, a staff-and-volunteers team, to ensure they are appropriate for the board's consideration. Questions deemed not appropriate won't be suppressed or hidden. They will still be posted, but the board won't be addressing them, and, ideally, the team would indicate why/how the questions do not merit board attention. That would require a lot of time and efforts. For constructive office hours we would probably need concrete topic/things to discuss.

Sharing long-term strategy

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Links / Materials

• Notes from the meetings on Board Transparency on Board wiki: October 2, 2016 (Ido and Nataliia), October 17, 2016 (Tim, Greg and Nataliia)
• Notes from the meetup on general governance improvements on September 13, 2016 (Dariusz, Greg and Nataliia)