IRC office hours/Office hours 2021-06-29

This was a session hosted on Zoom and live-streamed to allow real-time questions on Telegram, and YouTube. The YouTube link to the recorded session is here: https://www.youtube.com/watch?v=rQTND98b_Yg

The office hour was hosted by Maggie Dennis, Vice President of Community Resilience and Sustainability, but predominantly led by Amanda Keton, General Counsel, on behalf of herself and the Transition Committee of the Foundation responsible for steering the organization under the Board until the ED role is filled. The rest of the Transition Committee, Chief Financial Officer Jaime Villagomez and Chief Talent & Culture Officer Robyn Arville, also participated, as did several members of the Board of Trustees, Shani Evenstein Sigalov, Esra'a Al Shafei, Dariusz Jemielniak, and Nataliia Tymkiv. Questions were collected in advance and on several text channels as well as from attendees in Zoom. Live interpretation was offered in Zoom in German, French, Arabic, and Spanish.

While text-based office hours are easily transcribed, notes were taken during this session in an effort to reflect in writing the discussion.

Notes

The meeting began with introductory statements by Amanda with the following major points:

• The consultancy started with a business need that required a timely solution. In considering this solution, Amanda consulted about 30 people to ensure that it met the COI written policies and US law, but was unaware of two very good points: (1) the appearance and timing might look suspicious; (2) the playing field is not level, as affiliates have been held to a different standard. Point 2 relates to the Foundation’s duties as a grants-giver, which differ from the Foundation’s duties as a 501(c)(3) charity. However, the fairness gap is real, and the Foundation should hold itself to the same requirements given to the community.
• The Conflict of Interest policy will be updated and published to the community, in order to ensure it captures these issues and anything missed.
• The Foundation will look at the affiliate agreements to ensure that there is consistency between what we ask others to do and what we do.
• If there has been knowledge of unfairness in standards used for affiliates and the WMF, this step would not have been taken.
• There is openness to pull the contract, if it’s necessary, or to impose a cooling period, as well as to update the conflict of interest policies for affiliates.

Questions and Answers

• QUESTION:  Conflict of interest policies exist to protect organizations and ensure confidence in decision making. What changes should be made to this policy to address Conflict of Interest concerns?
  • ANSWER: (Amanda) 1. We need to take another look at the policy. The last major overhaul of the policy was in 2013, it needs to be updated in accordance with the U. S. law, and to be harmonized with any formal/informal expectations from affiliates. 2. We have also learned a lesson about the importance of how conflict of interest is perceived. There is a need to take the conflict of interest very seriously.

• QUESTION: What policies and practices will be put into place about Board members accepting staff positions?
  • ANSWER: (Amanda) I’m imagining that we’ll wind up with a “cooling-off” period.  A “cooling-off” period seems to embody the movement’s ideals. I’m hesitant to commit to that before a community conversation. I want to harmonize and ensure these practices are fair. There should also be flexibility, though, for exceptions in this policy (not with any single entity or stakeholder) in case the circumstances justify it. For any movement partner.

• QUESTION: How are consultants selected? Do you advertise? Why or why not?
  • ANSWER: (Amanda) Depends on the specific case. In this particular case, it was a contract-based paid role meant to advise both on governance and movement strategy implementation topics. I know there has been a request to share the Statement of Work for the role, and we can share parts of that. (Maggie, after meeting add-on) Speaking for myself, I have worked with both consultants for whom we’ve advertised and consultants for whom we haven’t. For instance, we advertised to find the independent consultant who reviewed the status of the Croatian Wikipedia, but we did not advertise for a consultant with regional expertise whom we recently employed to advise on an active human rights case. Some of the factors include whether we have prior relationships with organizations with the expertise we need or whether through other means we can identify a suitable party, as well as the timeline for the need. I hope this helps, although not being in human resources, I’m afraid I don’t have a comprehensive policy on that.

• QUESTION: What would you say to people who are concerned about the timeline of Maria stepping down from the Board and accepting this role?
  • ANSWER: (Amanda) Various members of the Board were contemplating whether to rerun for elections or, in the case of Maria, to step down. The previous year has been rough with the global pandemic, c-level transitions, 20th birthday and so on. This generated a need to hold the consistency of Board members to support the elections process. María wanted to step down for a while, and she agreed to provide support for ensuring the success of the process. Concerns are understood. The Foundation is looking to provide the needed support and resources for the entire movement at this point in the implementation of strategy and the board’s governance.

• QUESTION: Some believe that while on the Board María influenced the outcome of a Trust & Safety case to the advantage of her personal connections. How can we know that this is not part of a pattern?
  • ANSWER: (Maggie) It is not true that María, or any other Board member, has influenced a Trust and Safety case. The Board is seldom made aware of these cases, which are handled by the Foundation’s staff.

• QUESTION: I would like to know why this position was not advertised? Maybe other skilled people without COI could have taken it?
  • ANSWER: (Amanda) This is another practice that needs to be reviewed. In the particular context of this role, Maria was uniquely qualified to fulfill it. The Foundation has been committed to support Board changes for the past 16 months in spite of challenges with the Brand, Code of Conduct and governance reform. The reform was specifically meant to lessen the load on Board members, some of whom were committing anywhere from 10-30 hours per week. Maria would be exceptionally helpful in codifying all the past practices, which lack documentation, in order to ensure we can move forward. Movement Strategy, at the same time, lost the leadership of Katherine, creating the need for additional steering. Drafting the Movement Charter is critical in defining the roles and policies across the movement, thus allowing the communities to hold decisions in the movement. The Charter and the Global Council are the biggest promises to deliver that, and any support for them is critical at this moment. There still could have been a different answer for moving forward in a fair way.

• QUESTION: There was a known conflict of interest, even according to the current policy, in making the decisions of the budget including funds for Maria’s role.
  • ANSWER: (Amanda) The budget is not presented to the Board at this level of detail. There has been an approved amount in the budget for consultation, but it was not hardwired for Maria. If we are not able to move forward with Maria, there’ll be alternative hiring processes to fulfill the role, probably by hiring several people in several capacities in place of Maria’s capacity. We are committed to doing the right thing for all of us.

• COMMENT (Follow-up): The concern is not about a certain person, but about the consequences of the process and of this situation becoming a precedent for future cases.
• COMMENT: (Maggie) I’d like to clarify some questions that have been brought to me about the timeline of conversations, since some have felt what I said was inconsistent with what Amanda has said. I don’t actually join the board meetings and I don’t know what Amanda talked about the Board within these meetings. I became involved in Movement Strategy after the departure of our Chief of Staff. That’s when I identified my own need and spoke to Amanda.
• Additionally, there was some conversation in chat about how budget is presented to the Board. I want to say that Amanda spoke to how that works. It may have been different under Christophe, but it isn’t that detailed now.

• QUESTION: Was the contract to hire María as a consultant equivalent to the ones for other contractors?
  • ANSWER: (Amanda) Yes. Both previous hiring instances and the market were consulted in defining the role.

• QUESTION: How many hours per week are we actually talking about?
  • ANSWER: (Amanda) No minimum and up to 40 hours/week, according to need.

• QUESTION: What additional steps can WMF leadership take to understand how WMF as an entity is interacting with affiliates and other partners in policy and other areas?
  • ANSWER: (Amanda) Response: 1. Look at COI. 2. Look at processes for affiliates. 3. Look at the process to engage with affiliates and partners. 4. Internal governance review, including an update of our own policies to confidently reflect best practices and harmonize them across the movement affiliates. Robyn, Amanda and Jaime will be responsible for “business decisions” with a potential conflict of interest, seeking advice from other lawyers to ensure there is no COI between roles as a General Counsel, business owner and Transition Team member.

• QUESTION: On more general transition: will the WMF be commencing/significantly progressing to fill c-suite roles prior to finding a new ED? If not, does that not mean it's going to be an extensive wait until the positions are filled?
  • ANSWER: (Amanda) Working to define what is best based on the growth of the organization’s needs. The different C-level roles can often be built to accommodate the skills, expertise and vision of the upcoming CEO. The three executive roles, thus, will likely be left open.
  • (Robyn; added at 50:50) Discussing whether to “backfill” these roles in the short term or to wait for the CEO to be hired. It seems that the Technology department is in good hands, there will be someone fulfilling Heather’s role at the moment. Those leaving the Foundation ensured there are strong leadership layers before moving on.

• QUESTION: Can you go a bit into the timeline of finding the new CEO?
  • ANSWER: (Robyn) Moving forward with CEO candidates. There has been a first round of interviews, and now progressing into the second. There’s optimism about the process’ duration.  

• QUESTION: As far as I have understood, the BoT played some kind of role for Maria's role. Have there been concerns raised by them that they might have a conflict of interest themselves (due to long-time cooperation, friendship, etc.)?
  • ANSWER: (Nataliia Tymkiv, acting chair of the Board) The Board is not directly involved in any hiring process of contractors or any non C-level/executive roles. This specific role has been brought up based on a specific need that identifies with Maria’s expertise. The idea was suggested by the staff and broadly discussed among the role, who consented, although without discussing the exact details of the scope, rate, timeline, etc. As far as the idea of the role goes, the role was not seen by the Board as a direct conflict of interest.

Guidance and Advise for next steps

• Chris Keating: It is not plausible, where we are, to continue with this role. The steps the WMF is planning to take are not sufficient to mitigate the standing issue.

• Dariusz Jemielniak: We clearly should avoid two things: a situation where different organizations in the movement adhere to different rules, and a situation where someone with a high position of power makes a financially benefitting landing for them. This, however, was not the case here. Maria, who has already been volunteering her time for the movement for years, should be able to provide her expertise in the process without an additional burden. We all knew this was a suboptimal situation, but the Board’s decision was to optimize it in the movement’s benefit.

• Nosebagbear: Cooling-off periods depend on the role. Had this been posted to the community, it could’ve been a possible exception. About 6 months can be a sufficient time under these circumstances.
  • Barkeep49: I think 6 months is the right amount.

• Barkeep49: I'll just note I think it would be unfair to the board and Maria for her to continue because no matter how high quality her work would be there would be a skepticism from the community and some lingering distrust that her staying would have. And that's unfortunate given the "unicorn" situation Amanda and now Dariusz has described

• Risker: I'd think that it should probably be put on hold until the new CEO is selected. That could be in 2 months or a year, that's up to the Board.

• Jan-Bart: Maybe there are not enough people to be aware of and alert to problems that may happen.

• Nataliia: Two vice chairs were appointed to ensure there are enough people to handle the existing work, which Maria identified as a problem and tried to resolve. She has knowledge of how different things in the Board were going on for the past 8 years. No matter what people think, the Board’s ways of working change all the time. All this knowledge would help the Board move on more easily.

• Shani Evenstein: Acknowledging there has been a mistake that we’re taking active steps to correct. This “crisis” is a real opportunity for change and we are confident in existing talent at WMF that we will get through this stronger.

• Jan-Bart: We seem to have lost the touch of consulting the community in an effective way. So many things are backfiring without the necessity for them to backfire. The “crisis” is happening because people care about improving things. These problems cause burnout to both staff and volunteers when they keep happening.
  • Shani: The community’s feedback is appreciated. The community also should trust the people they appointed. The Board & Staff is keen to address the issues and they need time to meet, consider and address the problems thoughtfully.

Answers written after the meeting

• QUESTION: Assuming this contract isn't unrolled, how will the foundation insure it doesn't step on a board that wants to take the WMF in a new direction?
  • ANSWER: (Maggie) Whether the contract is unrolled or not, the Foundation needs to be prepared if the expanded and modified Board wants to take it in a new direction. However, we don’t stop the momentum of important work in case that happens. It’s our responsibility to execute as well as we can against our strategic direction and our annual plans until and unless something changes.

• QUESTION: When did the idea first come up to hire Maria, and when was this first communicated to Maria as a possibility?
  • ANSWER: (Amanda) Early in 2021, around Katherine’s departure, although I don’t recall exactly when. I knew at that time I would be on the Foundation’s transition team along with Jaime and Robyn, and that I would be undertaking a lot of responsibility for communicating with communities and movement strategy. It was January when the transition committee of the Board first asked us what support we needed, and that was the first time that I identified support with governance reform and movement strategy as my two biggest concerns. Following that, and knowing María did not plan to run for re-election, I considered that María would be helpful in that role. I spoke with a few Board members as well as the Foundation’s transition team (Robyn and Jaime and myself) about the idea in January or February, and I likely did mention it to María in that window. I’m not trying to be untransparent; I don’t honestly specifically remember. I talk to multiple Board members (sometimes multiple times) every week. However, there was a lot going on, and I didn’t pursue it.
  • Then, around March, my department began evaluating resource needs. At that time, Maggie noted the urgent need for strategic support with Movement Strategy implementation, as she was taking on not only that but additional workflows mentioned in our meeting (which were delegated to her by our Chief of Operations before her departure). One of the challenges she faced was needing that support quickly, since she had not anticipated taking on two additional major workstreams and was not resourced to support them well and sustainably. She also mentioned María, which gelled so well with my own prior ideas that I moved forward with exploring the feasibility at that time. I brought it up to María again, and she asked me to hold the conversation until after she stepped down from the Board, which she was planning to do after the last Board meeting of the year to ensure we set up an evolved committee structure and approved the call for candidates for the selection process launched in June 2021. Accordingly, I talked with other stakeholders at that time to make sure they didn’t see problems and supported the path.

• QUESTION: Now that more than half of the C-level and above roles are or are about to be vacant....and particularly since we don't know how far the CEO search has gone...how realistic is it to be hiring a consultant to deal with strategy?
  • ANSWER: (Maggie) The work does not go on hold; we have a lot going on right now with figuring out the movement charter drafting committee and next steps on that as well as movement strategy grants for the upcoming year. It remains critical for us to keep moving forward strategically in designing and implementing this work.

• QUESTION: Is María’s role full time?
  • ANSWER: (Maggie) No, while the contract permits up to 40 hours a week, María told me during our first meeting that she had other clients. It had been my expectation that she would fill us in around them but was able to meet her commitments to us with more hours in times of exceptional need.

• QUESTION: Was María asked to do this as a volunteer? Is María able to provide her services as a volunteer during any cooling off period?
  • ANSWER: (Maggie) I myself wouldn’t ask anybody to volunteer on an essential role that might require up to 40 hours on some weeks. As a Wikimedia volunteer myself, I will acknowledge I frequently did that many hours (and more), but it was self-determined. We do ask volunteers for some roles to commit to a certain number of hours per week, for instance on the some of the drafting communities we assemble, but there is even discussion around those of providing cost offsets. María is certainly able to volunteer to support the movement in many capacities if there is a cooling off period.

• QUESTION: How will the compensation for the next CEO be calculated?
  • ANSWER: (Amanda) The Foundation sets salaries by international benchmarks, offering a competitive rate for roles based on location. We use the median base salary of comparable roles across different industry sectors in the location using an established third-party compensation survey provider. We do not base our benchmarking on “big tech” because we are at the intersection of tech and non-profit. Determination of compensation for the next CEO will use average base salary for a similar role based on this data and adjust for average cost of living (including rent) in the area where the person is based. Experience and relative fit may influence the offer--we usually offer between 80 to 100 percent of the competitive base salary for a role based on the location and may in very exceptional circumstances go to 110%.

• QUESTION: What are non-policy ways the WMF leadership can better understand affiliates? I remain concerned that they were unaware of how the organization has treated affiliates.
  • ANSWER: (Maggie) We need to communicate more and better with affiliates and with our own staff. In my 10 years at the Foundation, I have seen us grow considerably, and some of the practices that functioned (even if imperfectly) when we were small do not function at our size and with turnover. When I started working here under Philippe Beaudette, he was constantly trying to get people to document in our CRM (Sugar’s free model) what they were doing, but even then it was underutilized. Now, we are working to overcome a legacy of relying on human memory and siloed information. When people leave, they take their knowledge with them, and those who remain have to know where to look to get answers. You also have to know that you NEED to look to get answers. In this case, for three years I ran the department that worked with affiliates, and in those three years conflict of interest avoidance for affiliates never came to my attention. It didn’t occur to me that there might have been guidance that varied from the approach we were considering, or I would have consulted the staff who worked with affiliates and grants, some of whom no longer even work with affiliates and grants. We have gotten considerably better on this front, but it’s hard to close the gaps of the past.