Wikimedia Foundation Board noticeboard/James Heilman removal FAQ

Following the removal of James Heilman from the Wikimedia Foundation Board of Trustees in late December 2015, a number of questions regarding this action arose on the mailing lists, wikis, and in private conversations with Trustees. The Board has compiled this list of answers to many of the most common questions.

What happened?

• Dr. James Heilman was removed from the Wikimedia Foundation Board of Trustees following a 8-2 vote on 28 December 2015. Heilman was appointed to the Wikimedia Foundation's Board of Trustees at Wikimania 2015 based on his selection during the 2015 process for community-selected Trustees. Over time, his fellow Trustees came to the opinion that they lacked sufficient confidence in his discretion, judgment, and ability to maintain confidential Board information about the Wikimedia Foundation governance activities.
• The Board discussed the topic for several weeks, and the Chair called a special meeting to discuss the matter. During that meeting, after careful consideration, the Board voted to approve a resolution removing Heilman from his position, effective immediately.

Why did Board members believe they could no longer work with James?

• A majority of Board members were of the opinion that James was unable or unwilling to maintain certain Trustee commitments around confidentiality, judgment, and discretion. This was not the result of any single action or opinion of James. This was not about a specific action, discussion, or disagreement over broader strategic issues. Many of the Trustees simply felt as though they had lost confidence in James' ability to meet his obligations as a Trustee, and, in their opinion, James would not be able to regain that confidence.
• Confidence regarding Trustee business is very important to the Board. We are often called on to consider sensitive information and make important decisions in our roles as Trustees. This may involve governance of the Wikimedia Foundation, for example through the Board Human Resources Committee, or guidance on movement issues, such as our work with the Affiliation Committee or the Funds Dissemination Committee. Loss in confidence in one Board member affects the full Board's ability to do its work.
• In addition to the sensitive information we may handle, some processes or conversations need to be confidential while they are under consideration, so that we can have full, frank, and informed conversations. Even though we are committed to transparency about the outcomes of our decisions, it is important that we are confident we can trust each other as we make decisions together. There are processes and protocols to express dissent and disagreement that ensure full participation and consideration of challenging issues for all Board members.
• The majority of the remaining Board members felt that they and James were not able to agree on a common path forward. Despite several weeks of efforts, many of us held the opinion that we could not move forward effectively with James on the Board. Ultimately, given that, we felt it was necessary to resolve this before it further hindered the Board's ability to do its work, especially before two new members joined the Board.

What was the legal basis for the removal?

• The Bylaws of the Wikimedia Foundation allow any Trustee to be removed, with or without cause, by a majority vote of the Trustees then in office. See Bylaws, Article IV, Section 7.
• Although the Wikimedia Foundation's offices are now located in San Francisco, California, it was originally founded in St. Petersburg, Florida. We are a 501(c)(3) charity incorporated under the Florida nonprofit statutes.

Why did the Board take this action over the holidays?

• The Board has been discussing and working with James on this issue for several weeks. Ultimately, we felt it was necessary to resolve before the new term for appointed Trustees. This unfortunately put us into the holiday season for many of our colleagues and community.

Did James have access to documents for Board decision making?

• Yes. James had - as all of us - access to all documents and information which he needed for his work and decision-making on the Board.

Is James still a welcome contributor in other movement roles?

• James has proven himself as a Wikimedian in a variety of movement roles, outside the Wikimedia Foundation Board of Trustees. This decision is not about his work in other capacities. We look forward to his future contributions to the movement.

Why didn't the Board share more information immediately?

• In most circumstances, messages and statements on major decisions can be prepared in advance. Although we considered some potential draft announcements before last week's meeting, it wasn't possible to finalize any single statement. The meeting was to discuss the issue, including possible alternative outcomes. We wanted our discussion to be full and resolved, in order to inform our intended message.
• The Board has a responsibility to maintain discretion to protect everyone involved and the Foundation. We initially wanted to work with James to agree on a mutual statement. As that appeared unlikely to happen in a timely fashion, we have been preparing this FAQ and carefully ensuring that we respond to questions where we can.
• Ultimately, we have many responsibilities to uphold, high among them being our commitment to keeping the community informed. At the same time, we must balance that with our desire to do what we feel is in the best interests of the movement, and our wish to be respectful and fair to James.

Why isn't the Board sharing more about what happened?

• Transparency is one of the core values of the Wikimedia movement, but legally and ethically the Board is obligated to maintain a certain level of confidentiality to ensure frank conversations to reach the best decisions and to be respectful of others. We have an obligation to govern the Foundation on behalf of the public, in a way that requires some confidentiality and discretion. At the same time, we have to balance sharing information that enables the community to make informed decisions.
• The majority of Trustees come from the community, so we understand the community's strong desire to have full information about any given issue. Sometimes the balance of providing accurate information, without getting into details about sensitive specifics, means that we can't fully satisfy everyone. At times, this can be frustrating for you, and can be challenging for us.

What is being done to fill the vacancy?

• The Board is consulting with the 2015 Wikimedia Foundation Elections Committee for their thoughts. This is a top priority, and we have asked Foundation staff to provide whatever support and resources necessary to make the outcome a success.

Will the Board support and accept the next community-selected member?

• We are fully committed to filling the open community-selected seat through a transparent process, and look forward to welcoming the next eligible community-selected Trustee. The Board currently has six members who were active in the community prior to their involvement on the Board. We anticipate that number will be seven once the vacancy left by this removal is filled. We are fully committed to helping the new community-selected Trustee be successful in their role.

Can James be a candidate for a community-selected seat again?

• Due to the removal from the Board, James is not eligible to be a candidate for the Board until the 2017 community selection process. Under the Bylaws, the Board oversees the rules and procedures for the community-selection process. If the Board determines that a candidate does not meet eligibility criteria, it may decline to appoint the candidate to the Board.

Why are Trustees appointed?

• The Wikimedia Foundation bylaws were written in accordance with Florida law and nonprofit governance best practices to serve the unique characteristics of our movement. The Wikimedia Foundation is not legally a "membership organization" — we work to serve the full public and all audiences. The Bylaws allow the community to select some seats in order to ensure the Board retains community experience, and serves the international, decentralized nature of the Wikimedia community.

Will there be an investigation?

• The Board resolution was fully in compliance with Board Bylaws and legal requirements. We took this action as part of our obligation to effective governance of the Wikimedia Foundation. We are confident in the process and outcome. We will not conduct any further inquiries.

Why aren't Board meetings public?

• The Board often handles sensitive or confidential information as part of its governance obligations. Public meetings make it more difficult for the Board to function effectively as the Wikimedia Foundation's governance body. This does not diminish our commitment to our values of transparency and accountability. We publish Board minutes and resolutions, and we openly and transparently maintain our governance standards and processes in the Board Handbook. Half of our Trustees are nominated to the Board through transparent, open processes, and as such, are accountable to the Foundation and movement, including its various communities.

What are the Board's next steps and priorities?

• We are committed to a Board that represents the community and strive for the highest standards for governance. This is necessary to effectively make decisions on the Wikimedia Foundation's support for the Wikimedia movement. As such, filling the open community-selected seat is a top priority. We intend to make an announcement on the roadmap for filling that seat in the coming week.
• We want to improve our ability to communicate important information as quickly and clearly as possible. We will continue to have conversations among ourselves, and with you on how to progress in this area. We welcome your feedback and suggestions on the Board noticeboard.
• We are also focused on supporting the community and staff to finalize the Wikimedia Foundation strategic plan. More information on the Wikimedia Foundation's strategic plan development efforts will be coming throughout the month of January.
• One of our next priorities is the success of the new Trustees who will join us over the coming weeks. We will welcome and support the new community Trustee who will step into the vacant community-selected seat, as well as the new appointed Trustees.