Talk:Board/Role profiles

The Chair is starting to look like a President

This definition is getting too sweeping. I take particular issue with:

1. "is the principal point of contact between the Board of Trustees and senior contacts at the Wikimedia Foundation and in other Wikimedia chapters" — Why? In practice the other chapters liaise with WMUK at many levels including the GLAM programme, CEO and staff and leading volunteers. Being the "principal point of contact" is neither enforceable or desirable, especially considering recent disasters of communication and poor representation. I suggest the specific point of contact is defined but flexible in order to reflect who might be seen as the most competent to be the point of contact, rather than because they might temporarily hold the role of "Chair".
2. the word "ensure" is used heavily for things that the Chair has no realistic control over. The word "assure" might be more appropriate, for example when it comes to supporting other trustees turning up to Board meetings.
3. "conducts the Chief Executive's appraisal and objective-setting" — this is completely arbitrary. It happens to have worked this way recently, but an appointed panel of trustees (and non-trustees, such as Associates) might be entirely appropriate with the Chair just one of the contributors. Please do not start writing arbitrary elements of power permanently into the role of Chair, otherwise it looks like a position that would have to be for a paid politician. There is a special problem with the Chair being defined as the one who sets the CEO's objectives - this runs counter to the collective responsibility of the trustees to ensure appropriate delegation of operational authority to the CEO as all have to remain responsible for these objectives which implement the trustee agreed strategy.

As it stands I would vote against extending the Chair role in this arbitrary way. The Chair is not supposed to be the Master of trustees. If you really think we need a President in order to function, dis-empower the trustees and become far more politically complex, then I suggest a resolution to do it and we can have an EGM to ensure the members express a strong opinion on the matter rather than sneaking it in via the back door. I declare in advance that I will be voting against having a Presidency. --Fæ (talk) 19:10, 28 October 2012 (UTC)

Thanks for your comments, Fae. I have made a couple of amendments in the light of your views. However, I do think that your response goes a bit far. Do have a look at some of the model/sample role profiles I've linked to; I doubt any of them are intended to create Presidents or dis-empower the Trustees. In my view, at least, my draft is actually in many ways more cautious and less comprehensive than these examples.

And, obviously, if I was trying to sneak something in by the back door I wouldn't do it by starting a discussion on a public Wiki page. The Land (talk) 20:14, 28 October 2012 (UTC)

Thanks for the amendments. Just for the record it isn't that hard to sneak things in using a public discussion, particularly when we have so many public channels - including some not under the chapter's control, such as the wikimediauk-l email list, which only a fraction of our membership would ever have a chance of reading and is not defined as an email list for chapter members. This page Board/Role profiles is quite a good example, as changes to the functioning of the Board may require a vote of members to implement, probably the line I'll take on November 17th as once this page has reasonable detail, it would be best ratified by resolution at an EGM or AGM. Unless we can agree that nothing has actually changed in the process.

I will be recommending that this document is one of those cases where a simple majority vote of trustees is not sufficient and if not supported by all trustees we should consider the options carefully and publicly. Thanks --Fæ (talk) 20:19, 28 October 2012 (UTC)

I think it generally works best when communication between different bodies takes place between counterparts. Chairs talk to Chairs, Treasurers talk to Treasurers, Chief Execs talk to Chief Execs, GLAM coordinators talk to GLAM coordinators, etc.. Which pair discuss a particular thing will depend on who is responsible for that particular topic.

The Chair is also the board member with responsibility for governance matters, which would include the Chief Exec's performance reviews. However, as with any board member's portfolio, that responsibility doesn't mean they have all the power relating to it. It just means they have responsibility for making sure it happens, for reporting to the board about it and making recommendations to the board about it. Individual trustees shouldn't be making major decisions unilaterally - some things may be delegated to committees, but not to individuals (trustees may make decisions regarding the execution of a board decision in the same way that staff would, but board-level decisions need to be made by the whole board or a committee of at least two board members with clearly defined powers). --Tango (talk) 23:14, 28 October 2012 (UTC)

I think that the articles 20.9, 20.10, 20.11 are adequate to define the role of Chair as far as I'm concerned. I'm quite happy for the trustees to delegate particular powers to subgroups of the Board (as in section 21), but not to individual trustees, other than the normal responsibilities of functional officers such as Treasurer. I see no reason that the Chair should necessarily be a "leading" player by definition in the areas indicated, nor that the Chair necessarily should be the principal point of contact with external organisations. If those functions require delegation to a smaller group than the full Board, then we should be determining that group by their expertise in carrying out that function, not by hard-coding that into particular officer roles. --RexxS (talk) 23:40, 28 October 2012 (UTC)