Talk:Governance Review/Implementation motions

Timing and consultation

As a general point, I am a but concerned that these motions will bounce the chapter into making some pretty fundamental changes without having fully considered the implications and without having adequately consulted the community. A 36 page report was published at 5:20pm on Thursday and you're proposing to adopt motions to implement these at 11:45am on Saturday. I'll add some comments on the particular issues below, but I'd like to ask generally whether you think this is adequate or whether it is necessary to rush these changes in like this? AndrewRT (talk) 22:23, 7 February 2013 (UTC)

Thanks for raising this Andrew. The board has 5 trustees right now, you can imagine what that does to our available 'bandwidth' and stress levels when we have other commitments as well. No, I would not claim to have sufficiently considered implications or consulted the community, even if some of the decisions are quite easy in principle and have been around for a while (such as having a larger number of trustees on the board, to me that's an easy one to agree that I recall discussing when you were our Chairman). However we should be able to draft resolutions (or action their creation) which can then have wide consultation and discussion, and agree which must be a priority for the AGM, to be seen to be addressing the recommendations of the independent governance assessment. --Fæ (talk) 23:15, 7 February 2013 (UTC)

Sometimes having a draft resolution can help focus discussion, but these resolutions are pretty much copy-and-paste jobs from the recommendations, so I don't think they add much value at this stage. We should have the wide consultation, perhaps a couple of workshops, then we can decide which recommendations we want to implement totally, which we want to implement partially, with some modifications, and which we don't want at all. Once we've done that, we can start drafting resolutions. --Tango (talk) 23:26, 7 February 2013 (UTC)

That sounds like a year long consultation. We will need to agree a schedule that can get the most important changes identified, consulted on, and drafted, reviewed and ready to vote on, well before the AGM. Maybe we are looking at phase 1, 2 and 3 that will span a year of change and improvement? --Fæ (talk) 23:35, 7 February 2013 (UTC)

Regarding the changes to the constitution, I've suggested an approach below which kicks off the process, ensures the leg work gets done, leaves room for plenty of consultation but also gets us a proposal to vote on in time for the June AGM. Is that an approach you could support? AndrewRT (talk) 23:40, 7 February 2013 (UTC)

Probably, these are massive changes and I trust your view to be highly knowledgeable. I like the workshopping process, as with big topics I'm feeling less sure that what I understand as a noddy sixty second summary at the trustee level, does enough for me to really claim to have delivered on the strategy setting part of the trustee role. I would like committees to perform and have meaningful delegated power, and perhaps GovCom is a way to get my confidence back that the in-depth spadework of understanding the governance review, assessing charity best practice, bouncing around the options and piecing together a realistic time-frame and writing it up as something legally robust, credibly helps our mission and can be 'sold' to our members is the sort of thing that is not left to a stressed trustee juggling several balls, even if they enjoy juggling.

Hm, I doubt this will all crystallize out before this weekend's board meeting, but I may be making a mountain out of a molehill when it gets explained face to face, so I'll defer judgement as to what is or is not practical for a while longer. I am darn certain that the current board is going to be critically reliant on our network of experienced volunteers and past trustees to help out here, so I'm glad you are already involved. Thanks --Fæ (talk) 00:03, 8 February 2013 (UTC)

A year sounds about right for the whole process - creating a governance committee, then drawing up skill grids and then reviewing board members could be quite a long process, for example. We might be able to make some decisions by the AGM, though. The AGM isn't until June. If we want to vote on the board composition stuff at the AGM (which would be good), then we probably need a final resolution (or collection of resolutions and amendments if there isn't a clear consensus on the way to go) a month before (I can't remember the required notice period, but it's about that), so call it end of April. How about a workshop in mid-March, with online discussion before and after? That should give us enough time to do this properly. --Tango (talk) 00:16, 8 February 2013 (UTC)

That timeline makes sense to me. There's a lot in this report that needs digesting and careful consideration. I hope the AGM will include an opportunity to present this report and debate the response and that will take us forward quite a bit. These two committees can be established relatively quickly and can easily be "undone" or adjusted if the later consensus is that they are overblown or a mistake so I don't see any objection with doing it on Saturday. In the meantime, the Audit Committee can get on with approving this year's accounts and the Governance Committee can get on with organising this year's Trustee Recruitment process - both of which are needed prior to the AGM. AndrewRT (talk) 23:10, 8 February 2013 (UTC)

Committees

Appointing committees is an easy step to "undo" if it doesn't work or if there is strong opposition, so on that basis I agree that you could do this now. Regarding the Governance Committee, given that the next set of elections is only a few months away it would be good to get that started ASAP. Likewise with the Audit Committee, it would be nice to have this complete by the AGM so the accounts can be signed off by then. I'm a bit confused how you "establish" a committee without actually appointing named individuals to be on it? Are you planning to do this bit later? Finally, you seem to have missed out the point about diversity in the GovCom terms of reference ("the Governance Committee should stress the importance of having a diverse board. Continuing efforts should be made to achieve diversity including finding women trustees") AndrewRT (talk) 22:59, 7 February 2013 (UTC)

Thanks for spotting the point on diversity, I have amended the proposal. And yes, if these motions pass (as I hope they will) we will clearly need to specify who is to serve on the committees. The Land (talk) 09:53, 9 February 2013 (UTC)

Number of board members & co-option

One of the criticisms levelled at the board at the EGM was the inability of community members to propose amendments to constitutional changes and it was agreed at the time that this would be avoided in future. Given the time before the AGM, it's not necessary for the Board to adopt a definitive motion now, without any consultation. Instead, I would suggest a single motion to request the Chief Executive to draft a proposal, in discussion with the community and in conjunction with others, to implement the increased number of board members and expanded power to co-opt. Following discussion, it can then be agreed by the board (possibly in April) for recommendation to the AGM. AndrewRT (talk) 23:09, 7 February 2013 (UTC)

Yes, that's probably a more sensible way of doing it. The Land (talk) 08:01, 8 February 2013 (UTC)

Conflict of interest

The main item of substance here seems to be regarding accepting paid employment after leaving the board. It also, albeit implicitly, makes the "interim" change that was made in November. Whilst this seems eminently reasonable, the board needs to consider the other side of the argument, viz. the risk that having excessively strict rules in this area would lead to substantial challenges in recruiting suitable trustees. I'm not sure the board has seen or requested any evidence on that and it may be appropriate to delay this decision until that information was available - in particular, given this will only have a significant impact after the June AGM. as an alternative, you could make this decision as an interim step, but commission the information so that you can review, say in a couple of months. AndrewRT (talk) 23:19, 7 February 2013 (UTC)

In my view the main thing we've learned from this whole situation is that we need to adopt a very cautious approach to protecting the Wikimedia name, and we need cautious policies on COIs as a result. Equally, we find it relatively easy to attract interest from prospective trustees. So I'm pretty certain where the balance lies for us now. The Land (talk) 08:27, 8 February 2013 (UTC)

I'm less convinced. In 2010, we only had five candidates for seven places - and even then one candidate only scraped past the 50% threshold. The board is clearly struggling to find replacements for the trustees who have resigned. If you're also saying that you need to pass strict COI rules and that volunteers who want to play a hands-on role running projects can't be on the board (as the review infers) then you could very quickly find yourself with fewer candidates than places.

That said and having thought this through I'd like to suggest a solution: at the same time as passing this motion, the board should ask the new GovCom to look into the impact of the COI rules on trustee recruitment and to report back, say within 3 months. If it is found to be a problem, the board could then have the opportunity to reconsider the matter. AndrewRT (talk) 23:18, 8 February 2013 (UTC)

Yes we had 19 initial candidates last time, but frankly, a couple of those that I met would never be short-listed by any GovCom that I could imagine. Certainly someone that drops stonking corkers of mis-comprehension of what the charity stands for within 60 seconds of talking with them, is a non-starter. As Andrew, I suspect it might no be so easy this time around, but having the 2 year terms will help continuity a bit, so long as we can avoid losing any of the five trustees we have left for a few more months.

As for the COI thing, yes of course it has an impact. I can supply a list of experienced volunteers to tell their stories of how this is a running good faith concern. Thanks --Fæ (talk) 00:12, 9 February 2013 (UTC)

I share Fae's concern about finding new trustees. I have set up a page summarising election results: WMUK Board election results.Leutha (talk) 16:45, 9 February 2013 (UTC)

Delegation

I've left the most contentious issue till last :). The review says a lot of things about changing the things that board members do. I remember discussions at the board years ago about how the role was going to change with a Chief Executive and specifically about how the board would move to a more strategic and oversight role. We also talked about how a different role would be developed for volunteers (including people who were currently board members) who were more interested in leading projects. I agree that this is the right way to go. However, there is a real risk that in doing only the first bit, you not only change the relationship between the board and the chief executive but also, more fundamentally, change the relationship between volunteers generally and paid staff. This could go against everything that was articulated in the Vision - "the contribution of volunteers is central to the activity of the organisation" - and the clear and explicit target operating model that is set out in the Volunteer Policy.

Therefore I would suggest that this change needs to go hand in hand with a review of the implementation of the Volunteer Policy and how a non-board role should be developed for volunteers who want to play a leading role in leading projects.

In addition, it seems odd that the Chief Executive is being asked to propose what powers should be delegated to him. If I were him, I might be tempted to just say "give me everything"! A more appropriate motion could be to ask the Chief Executive and Chair jointly to develop a proposal for delegated authority and to do this in conjunction with the proposal above. AndrewRT (talk) 23:37, 7 February 2013 (UTC)

My main disagreement with the recommendations on the subject of delegation is with the role of the chair. The recommendations would give the chair a lot of power (including making unilateral decisions inbetween board meetings). Given the number of times the chair and CE are expected to be doing things together in the recommendations, I think we need to discuss the role of the chair at the same time as discussion the role of the CE. --Tango (talk) 00:21, 8 February 2013 (UTC)

unilateral decisions: No disrespect to current or past chairs, but that concerns me, too. Andy Mabbett (User:Pigsonthewing); Andy's talk; Andy's edits 23:47, 8 February 2013 (UTC)

None taken; I would want a Chair, or any trustee that was temporarily wearing a hat, that thought they had unilateral special powers or an unlimited mandate, to seriously consider whether they really understood what a board of trustees was for. Thanks --Fæ (talk) 00:01, 9 February 2013 (UTC)

On the most fundamental point about volunteer/staff relationships - I agree, we need to ensure there is a defined way for volunteers to lead projects, including what expectations we have of people doing so. But we do also need to have a much clearer set of delegated authority for the Chief Exec.

Regarding the Chair - yes, we do need to discuss the role of Chair - have a look at Board/Role profiles for the progress that discussion has made to date. The Land (talk) 08:23, 8 February 2013 (UTC)

Indeed, there has been a lot of discussion already. Some of the conclusions reached contradict these recommendations (particularly the one about the chair making decisions between meetings - even the idea of exec comm doing that was rejected) so will need to be revisited. (I think our original conclusions were correct and we should reject that recommendation, but we need to give it careful thought before doing that.) --Tango (talk) 12:00, 8 February 2013 (UTC)

You know which way I will be voting, I have been vocal enough in the past. I fully support empowering committees with clear delegation, but will remain against creating special Orwellian super-trustee powers, just because they are wearing a hat - such solutions devalue the point of (elected) trustee votes. Similarly GovCom will have to pay special attention to the trustee co-option process, this is not an issue now, but could easily lead to oddities of votes from co-opted trustees giving an apparent bias against community based values of the charity, which may not be the 'norm' for most charities. With 11 trustees, and our experience of 'retirements' it might easily be the case that in a years time co-opted trustees outnumber elected trustees. Thanks --Fæ (talk) 13:00, 8 February 2013 (UTC)

Indeed - with 3 co-opted and 6 elected trustees, it only takes two resignations with the vacancies filled by co-option for the balance of power to shift. That's definitely something to consider - the argument for filling vacancies with an EGM rather than co-option becomes much stronger. One option is not to have 3 co-opted trustees, but rather have 3 trustees that are appointed at the AGM by a separate motion proposed by the board that members get a simple aye/nay vote on (that also has the advantage of not needing to amend the articles, just the election rules, which is slightly simpler). --Tango (talk) 13:13, 8 February 2013 (UTC)

The board of trustees could also just create GovCom with a power of veto over new co-options, with some guidance as to when this is likely to be used. This could quell too many serial co-options, an additional veto against co-opting where there is a dispute over past relationships (such as co-opting a past employee of a supplier organization), or potentially force the board to choose to run an EGM, rather than allow the board to create a majority of non-elected trustees - though in this later scenario I would hope our members would call an EGM independently to hold us to account. A disaster scenario where trustees were resigning in disgust one after the other, should not result in an apathetic result of leaving us with a board with no evidence of a democratic mandate; it would be a counter-intuitive and potentially unstable outcome. --Fæ (talk) 13:28, 8 February 2013 (UTC)

The recommendations envisage GovCom nominating people for co-option, don't they? So giving them a veto isn't much help. --Tango (talk) 16:54, 8 February 2013 (UTC)

I cannot see that in this document though, perhaps it should be? Personally, I would see no problem in accepting trustee nominations from any source (we have the opposite problem at the moment), so a veto is still a useful power. --Fæ (talk) 17:01, 8 February 2013 (UTC)

Having looked back, I've overstated it slightly. Recommendation 10 has GovCom taking the lead in finding people to be co-opted, it doesn't go so far as to have it deciding on the nominations. If it prepares the shortlist, there still isn't much point it vetoing the board's decision. It also doesn't make much sense for a sub-committee of the board (even if it does have one or two non-trustees on it) to be vetoing decisions of the whole board. --Tango (talk) 17:48, 8 February 2013 (UTC)

The way that co-option works at the moment is that every trustee has the power of veto on a proposed co-option. It seems reasonable that the vote happens in-camera, but you can probably guess that by the time a candidate is put forward and the trustees have had a chance to meet the candidate (I certainly would not want to vote for someone I had not met), getting a positive outcome is pretty certain. I agree that if GovCom is preparing the shortlist, then there has already been a suitable external review. Anyway, our discussion here certainly shows there are several options on the way this might work, and I guess that shortly after it is empowered, GovCom itself should be tasked to propose how this could work better than it does now. Thanks --Fæ (talk) 18:53, 8 February 2013 (UTC)

The details of how the co-option process would work will need to be in the proposal that the Chief Executive will be tasked to develop, so I look forward to seeing that draft. My current thoughts are that the three co-options should be a maximum - i.e. replacing the current powers to co-opt resigned board members rather than acting in addition. You could also strengthen the controls to make these co-options via a unanimous board votes as they are at the moment (perhaps on the recommendation of GovCom). AndrewRT (talk) 23:26, 8 February 2013 (UTC)