Executive committee/February 11, 2006 open meeting log

Note from Jimbo: I was unfortunately unable to attend this meeting, so I just wanted to add a note here to say that Xirzon has so deeply misrepresented my position in multiple places that anyone reading this should take with a huge grain of salt everything, and I mean absolutely everything, that he said. --Jimbo Wales 00:57, 12 February 2006 (UTC)

I'm willing to back up every statement I made; please point out specifically which ones you call into question.--Eloquence 08:00, 12 February 2006 (UTC)

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Feb 11 22:19:11 <Xirzon>	ok, 2 more minutes..
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Feb 11 22:19:34 *	Xirzon gives cookies to everyone
Feb 11 22:19:44 <LeBron>	yummy
Feb 11 22:19:55 <Coeur>	tasty
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Feb 11 22:20:47 <Xirzon>	Angela: Perhaps you could start by explaining what the rationale of the Board was to create the ExecCom
Feb 11 22:21:23 <Angela>	I think there are different reasons behind it and not any one answer to that.
Feb 11 22:21:38 <Xirzon>	s/rationale/rationales then :)
Feb 11 22:21:49 <JamesF>	Splitting the Board's executive and steering functions, like how pretty much every organisation on Earth does it?
Feb 11 22:22:00 <AlisonW>	makes sense
Feb 11 22:22:01 <Angela>	Part of the problem is that Michael wants the board to be more like a traditional board that only meets 4 times a year.
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Feb 11 22:22:18 <Xirzon>	JamesF: Well, that's not entirely true. There's a controversy in the non-profit sector over whether Exec Coms are needed. I've been reading up on it today a bit.
Feb 11 22:22:19 <Angela>	If that happens, we need something other than the board to make decisions in betweem.
Feb 11 22:22:19 <JamesF>	Angela> Yeah, that's what I thought the Board would be, initially.
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Feb 11 22:22:40 <Xirzon>	But, here's a good page that defines when ExecComs should be created
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Feb 11 22:23:06 <Xirzon>	http://www.nonprofits.org/if/idealist/en/FAQ/QuestionViewer/default?category-id=8&item=55&section=19&sid=46535689-149-FFOgG
Feb 11 22:23:18 <Xirzon>	"
Feb 11 22:23:18 <Xirzon>	When a board of directors is large, or meets infrequently, or is widely scattered geographically, it may decide to create a smaller group, often called the Executive Committee, that can act for the board as a whole between meetings (writes Putnam Barber)."
Feb 11 22:23:32 <Xirzon>	The ExecCom is then typically made up of a subset of members of the Board
Feb 11 22:23:52 <Xirzon>	Now, for our Board, 2 out of 3 conditions apply. What our Board is not is "large"
Feb 11 22:24:13 <Angela>	There's been some suggestion that such a small board doesn't need it, but considering the inability of the board to make any decisions, I would dispute that.
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Feb 11 22:24:31 <Xirzon>	Angela: If you were to form an ExecCom, what board members would be on it?
Feb 11 22:25:00 <JamesF>	Err.
Feb 11 22:25:02 <JamesF>	Surely none?
Feb 11 22:25:21 <JamesF>	Board members are non-exec, by (normal) definition. Or am I completely missing the point?
Feb 11 22:25:37 <Angela>	With large boards, the exec would be a subset of that.
Feb 11 22:25:44 <Angela>	I'm not sure that makes sense in our case.
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Feb 11 22:25:49 <JamesF>	Indeed.
Feb 11 22:25:57 <Angela>	does anyone have a copy of the options I gave for this last week?
Feb 11 22:26:12 <Angela>	Having a subset of the board was one of those options, but there were about 6.
Feb 11 22:26:20 *	JamesF hunts.
Feb 11 22:26:46 <kim_register>	it's in last weeks log
Feb 11 22:26:56 <Talrias>	can I just ask how come the board, 5 members with 2 typically silent, is unable to make many decisions?
Feb 11 22:27:07 <JamesF>	Got it.
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Feb 11 22:27:12 <Xirzon>	JamesF: That's not true from what I've read - typically ExecComs are made of Board members, and typically Board members are expected to hold at least one role in a committee.
Feb 11 22:27:19 <delphine>	Talrias who are the 2 silent ones?
Feb 11 22:27:21 <JamesF>	(sorry in advance for the paste)
Feb 11 22:27:22 <JamesF>	[22:52:36] <Angela> I'll paste some different options.
Feb 11 22:27:22 <JamesF>	[22:52:40] <Angela> 1) having the Executive Committee be a subset of the current board.
Feb 11 22:27:22 <JamesF>	[22:52:40] <Angela> 2) waiting until the board is expanded and having the Executive Committee be a subset of that larger board.
Feb 11 22:27:22 <JamesF>	[22:52:40] <Angela> 4) having open elections in the projects to choose members (in the same way two fifths of the current board were elected)
Feb 11 22:27:23 <JamesF>	[22:52:41] <Angela> 3) having some current board members and a rep from each committee.
Feb 11 22:27:26 <JamesF>	[22:52:43] <Angela> 5) have anyone apply to be on the Executive Committee, and the board appoints the ones it approves of.
Feb 11 22:27:28 <JamesF>	[22:52:46] <Angela> 6) have the Executive Committee made up of external people with experience in running a non-profit organization.
Feb 11 22:27:29 <Talrias>	i thought it was Jimbo's two associates
Feb 11 22:27:31 <Xirzon>	Again, I'm basing this on the research on various information pages about non-profits and how they typically operate.
Feb 11 22:27:44 <Xirzon>	Do note that the ExecCom typically holds almost all power of the Board when the Board is not in regular session.
Feb 11 22:27:45 <Angela>	Talrias: because you need 5 votes for anything to happen, and 2 are mostly silent...
Feb 11 22:27:59 <Talrias>	oh, you don't just have a simple majority vote?
Feb 11 22:28:04 <Xirzon>	Larger ExecComs typically have quorums
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Feb 11 22:28:17 <Xirzon>	So you say "x members need to be present"
Feb 11 22:28:21 <Talrias>	like 3 board members supporting a motion means it's implemented?
Feb 11 22:28:24 <Xirzon>	and of those a majority can make a decision
Feb 11 22:28:26 <Xirzon>	yes.
Feb 11 22:28:45 <Angela>	Talrias: no, though I'd like to change that so it is possible, or have the execcom not need so many votes.
Feb 11 22:29:06 <Xirzon>	Now, I have argued in the past of a larger ExecCom with some community representation, but I doubt there will be support for that either from the Board or the other committee organizers.
Feb 11 22:29:21 <Xirzon>	What I would argue, however, is that an ExecCom with a subset of the Board makes limited sense if we do not expand the Board quite soon.
Feb 11 22:29:37 <JamesF>	Xirzon> Surely, if the point of the XC is to make quicker decisions, a larger number of participants would be a bad idea?
Feb 11 22:29:50 <Angela>	Not if you had a smaller quorum.
Feb 11 22:29:50 <Xirzon>	JamesF: not necessarily, but I won't continue to make that case.
Feb 11 22:30:07 <Physchim62>	surely it would make more sense to expand the board before the execcom, this is mors normal in /normal/ organisations...
Feb 11 22:30:15 <Xirzon>	I would make the case that perhaps the ExecCom should not be created at all until the Board is expanded.
Feb 11 22:30:26 <AlisonW>	as I see it, there is a need for *decision-making* and for *consulting to make sensible decisions*. The first needs an active smaller membership, the latter a widely-drwan membership
Feb 11 22:30:27 <Xirzon>	This would give the Board an impetus to expand, as it should have done quite some time ago.
Feb 11 22:30:31 <JamesF>	Angela> Even so. If 20 people need to have their say, rather than 7, that's a lot more talking to wade through, even if it's only 50% of the 10 that need to vote in favour.
Feb 11 22:30:34 <Talrias>	maybe it would be better to focus on just implementing simple majority voting in the board
Feb 11 22:30:47 <Xirzon>	delphine: What is your opinion?
Feb 11 22:31:11 <delphine>	on what?
Feb 11 22:31:24 <kim_register>	Xirzon, AFAIK the board won't be expanded
Feb 11 22:31:26 <Xirzon>	delphine: On an ExecCom. Do you think it should be created at this point in time?
Feb 11 22:31:34 <LeBron>	a expansion committee has been set though
Feb 11 22:31:35 <Xirzon>	Angela: Perhaps you can give us an update on the discussions about board expansion
Feb 11 22:31:49 <AlisonW>	My ideal "big board" would be the board of the WMF plus the chair (if different) of each main sub-committee plus the Chair of each chapter
Feb 11 22:31:51 <Angela>	No discussions until Anthere is back.
Feb 11 22:31:55 <AlisonW>	so fully representative
Feb 11 22:32:24 <Angela>	should that be the board though, or an advisory board?
Feb 11 22:32:29 <JamesF>	AlisonW> That sounds like a good idea, possibly. Though absolutely automatic membership might be difficult if a Chapter went rogue. Or rouge, for that matter.
Feb 11 22:32:30 <Talrias>	if we're gonna have chapters in most countries
Feb 11 22:32:32 <Xirzon>	Angela: depends on the purpose
Feb 11 22:32:37 <Talrias>	that's gonna be a lot of board members
Feb 11 22:32:42 <Physchim62>	AlisonW, I would go for one or two outside nominees on the board
Feb 11 22:32:42 <Xirzon>	Angela: If you want to take someone like Larry Lessig on, you might put them on an advisory board
Feb 11 22:32:59 <Xirzon>	Angela: If you want more community members, I think they should be on the full board
Feb 11 22:32:59 <Physchim62>	as long as it didn't dilute community representation too far
Feb 11 22:33:09 <Xirzon>	It is certainly not atypical for non-profits to have their entire board elected by the membership
Feb 11 22:33:15 <Xirzon>	The Sierra Club does it, for example.
Feb 11 22:33:28 <Xirzon>	Greenpeace does delegated voting
Feb 11 22:33:33 <JamesF>	Xirzon> That sounds like a good idea - an Advisory Committee for the Board for outsiders.
Feb 11 22:33:35 <delphine>	a board elected? An entire board,
Feb 11 22:33:37 <delphine>	?
Feb 11 22:33:49 <LeBron>	err we have a life-long member
Feb 11 22:33:49 <Angela>	I think that's not going to happen, which is one reason having the execcom be larger and include community members could be a compromise solution.
Feb 11 22:33:49 <Xirzon>	delphine: yes, it happens. other boards set their own members by internal vote of peers
Feb 11 22:33:50 <AlisonW>	Physchim62> then you have a selection problem ... how do oyu justify which chapters get to talk to the board ... big problem if you say not to any imho
Feb 11 22:33:59 <delphine>	by the "community"?
Feb 11 22:34:00 <Xirzon>	delphine: usually elections happen with staggered terms.
Feb 11 22:34:00 <kim_register>	Hokay... things heating up
Feb 11 22:34:06 <akl>	JamesF: i wonder why often people are thinking that a chapter could go rogue. what if the foundation does?
Feb 11 22:34:16 <kim_register>	delphine is a tad slower in english so give her some pave now :_)
Feb 11 22:34:25 <Xirzon>	delphine: in case of the sierra club, yes. it led to some problems because community members were defined by the amount of money they donated, giving some outsiders an incentive to donate money to influence the election
Feb 11 22:34:30 <Physchim62>	AlisonW, I meant "outside" as in not from the Wikimedia community
Feb 11 22:34:42 <Physchim62>	as in non-execs on a company board
Feb 11 22:34:48 <JamesF>	akl> Then we're all fucked. But there's not much we can do about that (except by avoiding elections and being very careful in appointments), and that's generally unpopular.
Feb 11 22:34:58 <AlisonW>	if we were a for-profit org then yes, NEDs would be sensible, but not imho for wikimedia
Feb 11 22:35:25 <kim_register>	Okay, multiple intervening threads... we do want everyone to hear each other ORDER, QUIET! Finish what you're saying or take it to side channels
Feb 11 22:35:34 <Physchim62>	AlisonW, point taken
Feb 11 22:35:35 <kim_register>	Delphine has the floor!
Feb 11 22:35:40 <kim_register>	QUIET, ORDER! :-)
Feb 11 22:35:54 <kim_register>	dull roar please :-)
Feb 11 22:36:04 <Xirzon>	kim_register: It seems reasonable at the moment, I don't think you need to be doing this.
Feb 11 22:36:11 <delphine>	I don't need the floor
Feb 11 22:36:15 <kim_register>	Okay...
Feb 11 22:36:31 <Xirzon>	My consensus proposal, then, is to wait with the creation of the ExecCom until there is a clear roadmap and plan for Board expansion, and -
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Feb 11 22:36:39 <kim_register>	Xirzon has floor :-)
Feb 11 22:36:45 <kim_register>	(by default)
Feb 11 22:36:45 <Xirzon>	when that plan exists, the ExecCom should consist of a subset of Board members, and,
Feb 11 22:36:54 <Xirzon>	here's something interesting I found in one non-profit's bylaws
Feb 11 22:37:06 <Angela>	Unless ExecCom should be an alternative to board expansion.
Feb 11 22:37:07 <Xirzon>	they said that "members can be included from the chairs of the committees as the need arises"
Feb 11 22:37:19 <Xirzon>	That is, temporary inclusion of members for a particular decision
Feb 11 22:37:31 <Xirzon>	e.g. you make a financial exec decision, you take the CFO into the meeting and give them a vote
Feb 11 22:38:26 <Xirzon>	so, the execcom should select competent individuals when they need to, I think.
Feb 11 22:38:31 <Xirzon>	In addition
Feb 11 22:38:38 <Xirzon>	We've discussed the notion of an Administrative Director.
Feb 11 22:38:46 <Xirzon>	This would be an outsider hired because of their non-profit experience
Feb 11 22:38:59 <JamesF>	Yes.
Feb 11 22:39:04 <AlisonW>	er .. the CFO is one of the guaranteed posts in any exec imho!
Feb 11 22:39:13 <Xirzon>	Every single Board advice page I've read makes it abundantly clear that both the ExecCom and this outside person _must_ have an absolutely clearly defined position
Feb 11 22:39:16 <Xirzon>	er, role
Feb 11 22:39:39 <Xirzon>	So, do not hire someone and give them much delegated authority, especially not someone who's used to running an entire organization
Feb 11 22:39:51 <Xirzon>	think carefully about what they're supposed to be doing, and let them do just that.
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Feb 11 22:40:13 <Xirzon>	What I do not know
Feb 11 22:40:25 <Xirzon>	is whether the Administrative Director would legally be part of the ExecCom
Feb 11 22:40:33 <Xirzon>	any thoughts on that?
Feb 11 22:40:39 <Physchim62>	that's for us to decide
Feb 11 22:40:44 <Angela>	I would have thought the should the Administrative Director would be chair of the execcom.
Feb 11 22:40:46 <Amgine>	Generally is present as a curtesy and advisor, not a member.
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Feb 11 22:40:52 <Talrias>	what would the administrative director do?
Feb 11 22:40:54 <Physchim62>	I would have thought the normal position was yes
Feb 11 22:41:08 <Angela>	Assuming the Administrative Director is the same as a CEO.
Feb 11 22:41:09 <Xirzon>	Angela: could be, but that would be more typical for a CEO role. Jimmy wants the AD to be more limited than a CEO
Feb 11 22:41:15 <JamesF>	Angela> Yes.
Feb 11 22:41:29 <Xirzon>	i.e. he is concerned about having a "second Jimbo"
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Feb 11 22:41:34 <Physchim62>	Jimmy should be chair of an ExecCom
Feb 11 22:41:39 <JamesF>	Xirzon> Why "Administrative Director" rather than the more normal "Executive Director"?
Feb 11 22:41:43 <Physchim62>	he's the "CEO"
Feb 11 22:41:48 <JamesF>	Physchim62> How many jobs can Jimbo do?
Feb 11 22:41:55 <Xirzon>	JamesF: for exactly the same reason, see the thread on foundation-l
Feb 11 22:42:00 <AlisonW>	all of the ones he wants to do?
Feb 11 22:42:01 <Physchim62>	JamesF, he can scale, can't he?
Feb 11 22:42:07 <Xirzon>	Jimmy suggested "Business Manager"
Feb 11 22:42:14 <JamesF>	Xirzon> BM works fine, yes.
Feb 11 22:42:18 <JamesF>	But EDs are very lowly.
Feb 11 22:42:26 <JamesF>	They're not members of the Board, normally.
Feb 11 22:42:28 <Xirzon>	well, again, we're not talking about an all-powerful position
Feb 11 22:42:39 <Xirzon>	we're talking about someone managing regulatory compliance, fundraising, accounting, personnel ..
Feb 11 22:42:39 <JamesF>	Of course, my knowledge in this is in terms of banks, so...
Feb 11 22:42:45 <JamesF>	Yeah.
Feb 11 22:43:02 <Physchim62>	An administrative director should be in charge of day to day management, such as employee issues, property, 
Feb 11 22:43:12 <AlisonW>	AD = COO in normal parlance
Feb 11 22:43:17 <Xirzon>	Physchim62: Jimmy is President of the Board, CEO of Wikia, and (undefined) benevolent (something) of (some projects or all)
Feb 11 22:43:33 <Angela>	how is what the Administrative Director does different to what the ExecCom does?
Feb 11 22:43:35 <Physchim62>	Xirzon, and of course GodKing ;)
Feb 11 22:43:38 <JamesF>	AlisonW> Yup.
Feb 11 22:43:45 <Xirzon>	Physchim62: he rejects that term
Feb 11 22:43:53 <JamesF>	Angela> Good question.
Feb 11 22:43:56 <JamesF>	Xirzon> Sometimes.
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Feb 11 22:44:06 <Physchim62>	One role of ExecCom should be to keep an eye on the AD
Feb 11 22:44:13 <Xirzon>	Angela: I think the ExecCom takes more of an active role in coordinating and communicating with the committees, signing up on partnerships, and such
Feb 11 22:44:23 <Xirzon>	Remember that the function of the ExecCom is to stand in for the Board.
Feb 11 22:44:24 <JamesF>	So the AD reports to the XC who report to the Board?
Feb 11 22:44:39 <Physchim62>	JamesF, yes
Feb 11 22:44:55 <JamesF>	And the XC also has an active role in comms and day-to-day leadership.
Feb 11 22:44:59 <JamesF>	(?)
Feb 11 22:45:01 <Xirzon>	JamesF: yes, with the phrase usually being "Executive Committee reports to the full Board" because the ExecCom is normally a subset of the Board
Feb 11 22:45:04 <JamesF>	Interesting.
Feb 11 22:45:07 <Angela>	and the AD wouldn't be chair of the ExecCom?
Feb 11 22:45:11 *	kim_register recognises JamesF as defacto having the floor :-)
Feb 11 22:45:14 <Xirzon>	Angela: not necessarily
Feb 11 22:45:22 <Xirzon>	but could be
Feb 11 22:45:24 <AlisonW>	The question vis-a-vis external or internal AD/COO thugh is if we already have someone/people with professional experience in the non-profit field here then we should use it ...
Feb 11 22:45:40 <kim_register>	AlisonW, okay, could you expand on that?
Feb 11 22:45:42 <AlisonW>	.. as they'd already be cognisant of our ways
Feb 11 22:45:48 *	kim_register hands floor to AlisonW 
Feb 11 22:46:15 <AlisonW>	Some of us here - and wikimedia projects generally - are here because we love doing it
Feb 11 22:46:19 <AlisonW>	all of us actually!
Feb 11 22:46:35 <GerardM_>	:)
Feb 11 22:46:35 <kim_register>	:-)
Feb 11 22:46:38 <AlisonW>	but some of us out there in the "real" world have also done things with non-profits for a living / money
Feb 11 22:46:49 <AlisonW>	and that experience would be well-used for the WMF
Feb 11 22:46:56 <Xirzon>	AlisonW: Jimmy has made it clear that he sees a strict distinction between organization and community, so I doubt he will care much for looking in the community for an AD.
Feb 11 22:47:06 <AlisonW>	as getting people to understand how WM 'ticks' can prove er difficult sometimes
Feb 11 22:47:18 <AlisonW>	I disgree
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Feb 11 22:47:32 <AlisonW>	there are parts of the community who would like to do the job but don't have the skils
Feb 11 22:47:41 <AlisonW>	or commerial nous to do so
Feb 11 22:47:43 <Hedley>	AlisonW has a point. Taking on an outsider with no past experience of Wikimedia is a bit risky. Looking internally may be safer.
Feb 11 22:47:45 <nichtich>	From Wikimedia Germany's point of view I can also stess that a strict distinction between organization and community is essential
Feb 11 22:47:48 <AlisonW>	but some of us (and yes, I include myself) have done so
Feb 11 22:47:51 <AlisonW>	ad are available
Feb 11 22:48:00 <Xirzon>	Hedley: I've been advocating this, but Jimmy is against it.
Feb 11 22:48:15 <Xirzon>	In the case of an Administrative Director with a limited role, I can see his point.
Feb 11 22:48:17 <AlisonW>	you have to look at what we can call upon and shouldn't ignore our amazing usebase to select from if there are people there suitable
Feb 11 22:48:21 <LeBron>	still we need someone with experience rather than lotsa edits
Feb 11 22:48:23 <Angela>	nichtich: but didn't everyone involved in that come from the community? Where does the distinction come into it?
Feb 11 22:48:35 <Xirzon>	If it is mostly about complying with laws for non-profits, making personnel decisions, etc., then hiring an outsider with decades of experience may make sense.
Feb 11 22:48:46 <AlisonW>	I'm not talking about lots of edits though ... I'm talking about someone who has the exterrnal experience but *happens* to be a wiki edit
Feb 11 22:48:51 <AlisonW>	editor
Feb 11 22:48:53 <Amgine>	There is a business reason for looking externally: it is less costly than the political fallout from choosing someone internally.
Feb 11 22:48:59 <Xirzon>	If we expect them to make decisions about something like a project-level partnership with a company, then they should not be the sole pesron to decide that. They could have one vote on the ExecCom, though.
Feb 11 22:49:08 <AlisonW>	I'd question that ... 
Feb 11 22:49:24 <AlisonW>	no COO is a one person major decision making machine though
Feb 11 22:49:28 <Hedley>	But at the same time, of course, if you can find some with decades of experience who has experience of Wikimedia projects.. That's a bonus.
Feb 11 22:49:36 <AlisonW>	my point exactly ...
Feb 11 22:50:12 <Talrias>	did we find out why it's called Administrative Director
Feb 11 22:50:17 <AlisonW>	why ignorewhat might be available - and anyone worth their salt commercially will not have a problem about separating their editorship from their work
Feb 11 22:50:20 <Talrias>	rather than Executive Director?
Feb 11 22:50:24 <nichtich>	Angela: the distinction is: Community=chaos, no responsibility, no control, no deadlines / Organisation=responsibility, deadlines, need of control
Feb 11 22:50:26 <AlisonW>	indeed, i'd execpt them to stop editing (saly)
Feb 11 22:50:29 <AlisonW>	(sadly)
Feb 11 22:50:35 <Angela>	AlisonW: are you talking about the AD coming from the community, or the ExecCom?
Feb 11 22:50:41 <Xirzon>	Well, we here agree that it makes sense to at least look in the community for someone with experience, I think, so this can be relayed to the Board.
Feb 11 22:50:44 <JamesF>	nichtich> In that case, w:de sounds horrendous as a community. ;-)
Feb 11 22:50:55 <Angela>	nichtich: but they're the same people?
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Feb 11 22:51:14 <JamesF>	OTOH, our community members who are good at this sort of thing will often get sucked into Chapters.
Feb 11 22:51:17 <Talrias>	surely it would be best to elect the Board from the community, and let the Board pick whoever is best qualified, whether they are a community member or an outsider?
Feb 11 22:51:20 <JamesF>	C.f. Alison, for example. :-)
Feb 11 22:51:33 <nichtich>	we're all human beeings but if you start working for WM sereously you won't have time for community
Feb 11 22:51:39 <AlisonW>	Angela; I'm suggesting that the AB/COO *might* come from the community where such capabilities and qualifications etc exist
Feb 11 22:51:39 <kim_register>	HOKAY... 2+ threads again
Feb 11 22:51:45 <JamesF>	Talrias> Well, that's what we're doing right now if they're appointed, so...
Feb 11 22:51:53 <Xirzon>	http://mail.wikipedia.org/pipermail/foundation-l/2006-January/005864.html - Jimmy's mail on what the AD/ED/COO/BM should be doing and what they should be called
Feb 11 22:51:54 *	Talrias nods
Feb 11 22:51:54 <Hedley>	Talrias: At the end of the day, that's right. If there's a better option outside, don't take someone internal just for the sake of it.
Feb 11 22:52:01 <AlisonW>	most companies have a promote internally style for good quality experience of the organisation
Feb 11 22:52:02 <kim_register>	Some people following this discussion are getting lost ORDER :-)
Feb 11 22:52:04 <Angela>	ok, and what about the committee? Should that also be made up of only qualified people?
Feb 11 22:52:05 <Hedley>	As long as it's someone that can be trusted.
Feb 11 22:52:09 <kim_register>	AlisonW has the floor (at random)
Feb 11 22:52:10 <JamesF>	Xirzon> Thanks.
Feb 11 22:52:13 <kim_register>	ORDER! :-)
Feb 11 22:52:15 <Talrias>	if we pay them of course they're trusted :)
Feb 11 22:52:21 <kim_register>	floor to alisonw!
Feb 11 22:52:31 <AlisonW>	qualifications and propoer experience must count here as this is a business, albeit an unusual one
Feb 11 22:52:49 <kim_register>	1 thread at a time , so summary writers, people with english as 2nd langauge, and none-irc regulars can follow!
Feb 11 22:52:55 <dannyisme>	i dont see the common sense of making a point of having unqualified people on committees
Feb 11 22:53:04 <Xirzon>	Angela: As I said, it's typically made up of members of the Board and (optionally) chairs of staff, who should all be there because of their qualifications
Feb 11 22:53:15 <AlisonW>	it is a matter of trust and capability and you can't say that so-and-so is a good guy without knowing why* and *what* makes them qualifiedfor the role
Feb 11 22:53:19 <kim_register>	ORDER ODER
Feb 11 22:53:26 <Xirzon>	kim_register: look, you can stop doing this now :)
Feb 11 22:53:33 <Angela>	you're assuming chairs of committees are qualified?
Feb 11 22:53:37 <kim_register>	Xirzon, too many threads
Feb 11 22:53:47 <kim_register>	Xirzon, +O please, I am getting complaints
Feb 11 22:53:49 <dannyisme>	i am assuming we should strive for that
Feb 11 22:53:52 <AlisonW>	If someone is making a decision on behalf of the legal body called the WMF then of course!
Feb 11 22:53:55 <Xirzon>	Angela: Well, if they're not qualified, we're pretty fucked ..
Feb 11 22:54:05 <dannyisme>	for instance
Feb 11 22:54:08 <AlisonW>	of not, then why are they making the decision that bids us legally?
Feb 11 22:54:12 <AlisonW>	binds
Feb 11 22:54:12 <dannyisme>	i dropped out of the finance committee
Feb 11 22:54:16 <dannyisme>	i know nothing about finance
Feb 11 22:54:24 <dannyisme>	it woudl be irresponsible of me to be on the committee
Feb 11 22:54:40 <dannyisme>	i woudl expect that others had the courtesy and good sense to do the same
Feb 11 22:54:43 *	JamesF nods.
Feb 11 22:54:46 <AlisonW>	some people will have a knowledge that should be utilised, but to take that as legal basis for decision would be dangerous
Feb 11 22:54:52 <Xirzon>	dannyisme: well, you wouldn't be allowed there either for the same reason
Feb 11 22:55:03 <AlisonW>	input from as many as are relevant, decision by those who are qualified
Feb 11 22:55:07 <dannyisme>	yes, and yet i was asked
Feb 11 22:55:09 <Xirzon>	so the risk of unqualified people should be reasonably small if we start out with qualified people to begin with
Feb 11 22:55:11 <JamesF>	Alison> Yes.
Feb 11 22:55:15 <Hedley>	I'd possibly argue that the finance committee is the committee which is most fragile in terms of who is on it, though. Money really raises the stakes. Being qualified to do the job is essential.
Feb 11 22:55:17 <akl>	btw. wikimedia germany is going advertise the postion of a CEO within the next days, and we plan to do an ad in one or two newspapers
Feb 11 22:55:32 <AlisonW>	WM DE must have a lot of money then!
Feb 11 22:55:47 <JamesF>	Alison> More than we do, anyway.
Feb 11 22:55:49 <akl>	AlisonW: enough
Feb 11 22:55:59 <Xirzon>	do keep in mind, all, that we have only limited money to hire professionals for positions like CFO atm
Feb 11 22:56:05 <AlisonW>	feel free to donate to other chapters ;-)
Feb 11 22:56:10 <Xirzon>	so, we'll have to make do with qualified volunteers for a while
Feb 11 22:56:17 <JamesF>	Yes.
Feb 11 22:56:32 <JamesF>	Unless we start getting in fluffy-bucks, all this talk of qualified professionals is pointless.
Feb 11 22:56:50 <akl>	Xirzon: sorry, i don't agree, professionals can bring in a lot of more money that we do now
Feb 11 22:56:51 <Angela>	Yes, but we don't have any volunteer CPA, so you can't always expect to rely on volunteers.
Feb 11 22:56:59 <LeBron>	we won't start getting bucks unless some professional runs the show
Feb 11 22:57:08 <dannyisme>	thank you, LeBron
Feb 11 22:57:10 <JamesF>	Angela> Specific qualifications will help, yes.
Feb 11 22:57:11 <Xirzon>	akl: You do agree. I'm all for hiring professionals to bring in more money, within our capabilities
Feb 11 22:57:22 <Hedley>	Maybe, instead of saying "qualified professionals", we should be saying "experienced professionals".
Feb 11 22:57:35 <AlisonW>	imho there is a cross-over, 
Feb 11 22:57:40 <JamesF>	"A proper executive director for the organization will have decades (yes, decades!) of experience at a major international public facing charity with a strong volunteer component."
Feb 11 22:58:00 <kim_register>	JamesF, those are rare
Feb 11 22:58:01 <JamesF>	That's an expenditure commitment of a substation portion of the last fundraising drive, every year.
Feb 11 22:58:04 <JamesF>	Exactly.
Feb 11 22:58:08 <JamesF>	Rare and expensive.
Feb 11 22:58:19 <AlisonW>	*very* expensive
Feb 11 22:58:21 <kim_register>	we have 2-3 threads up atm. please keep it down to 1 thread if possible
Feb 11 22:58:30 <Xirzon>	JamesF: We might find someone retired who's willing to do it for the fun of it at a nominal salary
Feb 11 22:58:49 <Angela>	We won't know until we start looking.
Feb 11 22:58:52 <dannyisme>	lolololol
Feb 11 22:58:53 <kim_register>	who would like to comment on AlisonW and Jamesf?
Feb 11 22:58:55 <JamesF>	Xirzon> We might. OTOH, we might get a sudden donation of US$100m from Bill Gates. Both are about as likely, IMO.
Feb 11 22:59:22 <Xirzon>	JamesF: Gates Foundation might not be too far off if we create wikimalaria or something :)
Feb 11 22:59:35 <JamesF>	US$300k was what I was thinking.
Feb 11 22:59:43 <JamesF>	That's quite a serious funding commitment.
Feb 11 22:59:52 <kim_register>	Xirzon, I think gates is likely somewhat opposed to givin us funds
Feb 11 23:00:07 <Xirzon>	Ok, let's not go there
Feb 11 23:00:16 <JamesF>	Anyway, back on topic.
Feb 11 23:00:28 <Xirzon>	Angela: what do you think about waiting with creation of the ExecCom until Board expansion is mapped out?
Feb 11 23:00:46 <Angela>	It would make sense, but.
Feb 11 23:01:00 <Angela>	We also need a way of making quicker decisions sooner rather than later.
Feb 11 23:01:01 <JamesF>	Working pithy summary: "Having a professional is both essential and potentially financially impossible." Thoughts?
Feb 11 23:01:12 <JamesF>	Xirzon> Board expansion is going to take a lot too long.
Feb 11 23:01:25 <JamesF>	Xirzon> We need to start looking for an ED soon-ish.
Feb 11 23:01:29 <Hedley>	What defines a professional, though?
Feb 11 23:01:38 <LeBron>	so basically we wait for the expansion committee to run, to have an board-approved expansion and then we start talking about XCom? Waaay too long 
Feb 11 23:01:46 <JamesF>	Hedley> The Board does. They're the hiring body.
Feb 11 23:02:05 <Angela>	We could have one type of ExecCom now and change that when we have the expanded board.
Feb 11 23:02:11 <JamesF>	LeBron> Exactly.
Feb 11 23:02:16 <JamesF>	Angela> Sounds like too much flux.
Feb 11 23:02:22 <Xirzon>	I'm not sure why expanding the Board should take so long. Add 3 seats and be done with it. Creative Commons has 10, many non-profits have 20 or more
Feb 11 23:02:41 <Angela>	JamesF: that's inevitable if we want to change the way things are running.
Feb 11 23:02:55 <nichtich>	Xirzon: more people don't help if they only contribute in their free time
Feb 11 23:02:57 <Angela>	Xirzon: because there's no agreement on how to do that.
Feb 11 23:02:57 <JamesF>	Angela> Changing it twice in 4 months was the "too much" part of that.
Feb 11 23:03:11 <JamesF>	Angela> (Or whatever.)
Feb 11 23:03:12 <Xirzon>	Angela: what's the disagreement about?
Feb 11 23:03:25 <Xirzon>	nichtich: Give salaries to active members of the ExecCom then
Feb 11 23:03:35 <Angela>	Xirzon: how to get an expanded board.
Feb 11 23:03:36 <LeBron>	things are already too slow how can we expect the board to speed up to have the board member's power diluted 
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Feb 11 23:03:45 <JamesF>	Xirzon> Who gets the seats? How are they selected? Are they paid? What qualifications do they have? How would the expanded Board work? Etc.
Feb 11 23:04:01 <Angela>	Whether to appoint "famous" people, choose random people, elect from the community, elect from the cabalm whatever.
Feb 11 23:04:06 <Xirzon>	JamesF: 1) Community-elected members. 2) Community vote. 3) No. 4) The ones they outline in their platform.
Feb 11 23:04:08 <Talrias>	last time I made comments like that JamesF, soufron told me I was being too specific ;)
Feb 11 23:04:10 <AlisonW>	and how wide (geographiucally / language / etc) should the members be drawn from?
Feb 11 23:04:17 <JamesF>	Xirzon> Not to mention the legal problems (the consitutional documents of the Foundation would need to be fixed).
Feb 11 23:04:27 <JamesF>	Xirzon> Lovely answers. However.
Feb 11 23:04:29 <Xirzon>	Famous people should be on the advisory board. There's  no need for them to have the massive authority that comes with a directorial role
Feb 11 23:04:50 <nichtich>	JamesF: like akl said: WM DE announces the CEO job in newspapers and we select someone according to his skills
Feb 11 23:04:52 <Xirzon>	JamesF: Changing the bylaws to add 3 seats can be done by a single resolution
Feb 11 23:04:56 <JamesF>	But they wouldn't if the XC took over executive power.
Feb 11 23:05:16 <Xirzon>	JamesF: They would still have voting power to approve or disapprove actions of the ExecCom and set organization strategy
Feb 11 23:05:24 <JamesF>	Xirzon> But is complicated when one is a charity.
Feb 11 23:05:27 <Xirzon>	The Board _is_ the highest authority, no matter whether you have an ExecCom or not
Feb 11 23:05:34 <JamesF>	Xirzon> Well, obviously.
Feb 11 23:06:13 <JamesF>	nichtich> That's for the ED/CEO/whatever job. We've meandered off into the selection of an expanded Board now.
Feb 11 23:06:41 <Xirzon>	The ExecCom and the Board question are intimately related, however.
Feb 11 23:06:46 <JamesF>	nichtich> But I agree, yes, that is the way to do it.
Feb 11 23:06:55 <Xirzon>	If we set up an ExecCom now to be essentially the current BOard, it is nothing but a mere formality.
Feb 11 23:06:56 <JamesF>	Xirzon> I didn't say that it wasn't a suitable meander.
Feb 11 23:07:06 <Talrias>	what needs to be done for the Board to change its voting procedure to simple majority from 5 in support required?
Feb 11 23:07:06 <JamesF>	Indeed.
Feb 11 23:07:11 <Angela>	Any decision about an expanded Board isn't going to happen until Anthere is back, so I'm not sure it's useful to discuss that now when she's not here.
Feb 11 23:07:17 <JamesF>	Talrias> Legal documents will ened to be changed.
Feb 11 23:07:25 <JamesF>	Angela> Indeed.
Feb 11 23:07:30 <Talrias>	that seems to be the number 1 priority
Feb 11 23:07:31 <kim_register>	Okay
Feb 11 23:07:58 <Xirzon>	Alright. Then, one final question from me about the ExecCom -
Feb 11 23:08:14 <Xirzon>	any objections against the idea of including chairs of staff/officers in votes when needed?
Feb 11 23:08:19 <Xirzon>	this is not done by all execcoms, but by some
Feb 11 23:08:53 <dannyisme>	i object to the question
Feb 11 23:08:53 <JamesF>	Xirzon> What do you mean by "officer" or "staff"?
Feb 11 23:08:56 <dannyisme>	it is not for you to ask
Feb 11 23:09:03 <Xirzon>	dannyisme: why is that?
Feb 11 23:09:04 <dannyisme>	it is for the exec com to determine its procedures
Feb 11 23:09:05 <nichtich>	i object the question
Feb 11 23:09:30 <Xirzon>	JamesF: Well, corporate officers (who would most likely also be chairs of committees).
Feb 11 23:09:38 <Xirzon>	dannyisme: We're here to discuss. I can ask whatever I want.
Feb 11 23:10:08 <dannyisme>	sure, it is just a meaningless question
Feb 11 23:10:21 <Xirzon>	I disagree.
Feb 11 23:10:36 <dannyisme>	your right to be wrong
Feb 11 23:10:36 <Xirzon>	Well, is that all we have to discuss about the ExecCom? Otherwise I would suggest rejoining the two meetings.
Feb 11 23:10:57 <Xirzon>	s/Otherwise/If so,
Feb 11 23:11:39 <Xirzon>	OK, I'll be on #wikimedia-meeting :)
Feb 11 23:11:39 <Angela>	Ending this seems a good idea.
Feb 11 23:11:54 <JamesF>	OK.
Feb 11 23:12:02 <AlisonW>	logged?
Feb 11 23:12:18 <Xirzon>	yes
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Feb 11 23:12:38 <delphine>	too late Marjon ;)
Feb 11 23:12:38 <kim_register>	Okay, this channel is logged
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Feb 11 23:12:51 <nichtich>	and locked now ;-)
Feb 11 23:12:51 <galwaygirl>	sorry :)
Feb 11 23:12:53 <kim_register>	galwaygirl, we'll sort you out later :-)
Feb 11 23:13:02 <galwaygirl>	lol
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Feb 11 23:13:21 <Xirzon>	nichtich: could you join #wikimedia-meeting as the WRN/SP committee is being discussed
Feb 11 23:13:32 <nichtich>	bye!
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