There's a big leap between the "advisory" role that Maria mentioned in her
notice of resignation and a full-on consultancy.  In that email, dated one
day after the June Board of Trustees meeting chaired by Maria, she told us
that the WMF had already approached her to take on the "advisory" role;
this email was sent to the community *before* Maria's resignation had taken
effect.  Maria is not specific on who approached her to take on the
advisory role before her resignation took effect, but clearly somebody did,
or she would not have mentioned it in her farewell email.

I am very sad about all of this. It taints the entire governance process.
It is precisely the type of issue that grants committees at all levels have
been asked to "address" in their comments and recommendations; I know for a
fact that governance and leadership issues like this had a very significant
impact on grants recommendations for multiple grantee organizations in the
past, usually with the urging of WMF staff and leadership.

It also does nothing to reassure the community about the strategy process,
especially at a time when the absence of a community-selected board member
would have been particularly useful.  Instead, we now have a paid
consultant for a position that (as best I can tell) was never advertised,
posted, or even head-hunted.

And I'm sad for Maria, who has made many contributions to the movement, and
who is now in a situation where whatever work she was contracted to do is
going to be made so much more difficult because of this.

Just because something is legal and does not actively violate the bylaws,
doesn't make it the right thing to do.  The message that's being sent here
isn't helpful to the movement.  It puts others who are trying to carry the
movement message out to new and existing communities into a really
difficult position.

Risker/Anne


On Thu, 24 Jun 2021 at 00:51, <[email protected]> wrote:

> Hello, All,
> I’m Amanda Keton, the General Counsel of the Foundation, and I’d like to
> clarify some of the questions and comments that have been raised over the
> engagement of María as a Foundation consultant. I want to assure you that
> we carefully followed our policies, compensated this in line with similar
> consultants, and legitimately assessed her as the best person for the role.
> The need. Maria’s engagement comes at a time of transition for both the
> Board and the Foundation executive staff. This is also a time where the
> Community Resilience & Sustainability (CR&S) unit is setting up mechanisms
> to ensure that the Foundation provides seamless service to our growing
> community in its areas of responsibility. As many of you know, that team
> has taken on Movement Strategy due to the transition along with maintaining
> their support of Board elections, the Universal Code of Conduct, and
> leading our cross-departmental approach to supporting a Thriving Movement.
> As a unit, CR&S undertook a needs assessment of the workload ahead. This
> needs assessment revealed gaps in implementation of the Foundation’s
> Movement Strategy and in supporting staff with the ongoing Board selection
> process, upcoming onboarding, and supporting a smooth transition. The team
> currently supporting the Board expansion is quite stretched, monitoring
> multiple channels in many languages. Having another person who can step in
> immediately is tremendously helpful to these efforts. Based on this, CR&S
> considered the necessary skills and expertise for assistance in executing
> this work. While seeking this expertise, numerous factors were considered.
> Some of these factors included experience with the Board, volunteers and
> management. We also considered the qualifications with respect to the
> criteria and role at hand. The unique blend of circumstances at play and
> the importance of moving forward strongly at this time led us to carefully
> assess our needs and explore creative solutions.
> The role. In developing the scope of work for this role, we determined
> that María was a very strong candidate to support this critical work. With
> the transition at the executive level, and at the Board level, Maria brings
> long-term familiarity with the strategy process and strategy conversations
> that is crucial for the Foundation and the movement. Furthermore, she has
> been a big believer and a promoter of the Movement Strategy. We believe she
> can help ensure continuity in that work and can also support Maggie and
> others in the Foundation working to help expand the Board in service of
> bringing additional expertise, representation and capacity.
> Managing a potential conflict of interest. Maria first considered stepping
> down months ago, but she wanted to help navigate the transition at the helm
> of the Board. I followed our Conflict of Interest policy and brought this
> staff idea to the Transition Committee, the Human Resources Committee, and
> ultimately discussed this idea in principle in the last executive session
> of the Board of Trustees -- without Maria. The Board does not generally
> discuss individual contracts, but I wanted to make sure that the Board knew
> about it to respect the spirit of the conflict of interest policy even if
> that would be shortly mitigated by her stepping down from her trusteeship
> for unrelated reasons. I appreciate the concerns that were raised about
> Affiliates receiving different advice. I'm not aware of this, and because I
> want to respond timely, I can't check with all the relevant staff. However,
> I have not found reference to this in internal or Meta documentation and
> would appreciate more information on where this policy can be found so we
> can review it when we next update our policies, and ensure we consistently
> uphold our policies throughout the movement. I agree we want to be
> consistent, and I appreciate that this was pointed out.
> Fair compensation. I understand that a lot of questions have been raised
> pertaining to Maria’s remuneration. As many of you already know, we do not
> discuss remuneration of staff or consultants in public forums, although we
> do disclose appropriately as we are required to as a US nonprofit on our
> Form 990. It can be difficult to balance transparency and privacy, and we
> find it best to adhere to a general approach that balances our values of
> transparency and privacy as well as possible. However, all consultant
> compensation is reviewed according to our standard rates and market
> comparables. María’s compensation was set by the same process, and this is
> in line with how others are paid for similar work in similar regions.
> I hope this clarifies any questions and doubts that you may have.
> Best,
> Amanda
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