Pleased to see an open meeting to discuss this being arranged by Maggie.[1]

Sorry to see that both WMF Legal and the WMF board fail to provide
practical governance advice on the consultancy and fail to address how
this is inappropriate according to the board's published policies.

It is a shame that María's full name is in this thread title, it is
the WMF system that has failed, not the individual. The WMF board has
collectively failed their colleague and it is inexcusable that the WMF
board cannot be bothered to use their established and professionally
supported governance sub-committee to review and advise on how these
"benefits" to board members and retired board members should be
handled to avoid the obvious risk of perceived conflicts of interest
and loyalty.

There can be no doubt to anyone that the contract offer must be
withdrawn or gracefully declined and the board should apologize.
Whatever the outcome of the contract was intended to be, cannot
outweigh the loss of confidence in the WMF board and the capabilities
of WMF legal this bad decision has already caused.

1.  It is peculiar that "established Wikimedians" appear to be
expected to out themselves just to take part in Tuesday's Zoom call,
which seems an unnecessary barrier.
https://meta.wikimedia.org/wiki/IRC_office_hours/Office_hours_2021-06-29

Thanks,
Fae
--
[email protected] https://commons.wikimedia.org/wiki/User:Fae

On Sat, 26 Jun 2021 at 00:33, Maggie Dennis <[email protected]> wrote:
>
> Hello, all.
>
> Following up on Amanda because she mentioned that we were going to hold an 
> open meeting to discuss this. I just announced the details in a separate 
> email thread titled "Tuesday Foundation office hour." They are also available 
> on Meta, here.
>
> This office hour will be on June 29 at 15:00 UTC — see 
> https://zonestamp.toolforge.org/1624978855 for your local time. If you can't 
> come, there are ways to submit questions in advance (or simultaneously, if 
> you don't want to join Zoom).
>
> It's taken quite a bit of time to pull together the technical details today, 
> and the team will be sharing information in other fora over the next few 
> days, but we wanted to follow up on this thread ASAP.
>
> I hope to see you there.
>
> Best regards,
> Maggie
>
>
>
> On Thu, Jun 24, 2021 at 12:51 AM <[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

> --
> Maggie Dennis
> She/her/hers
> Vice President, Community Resilience & Sustainability
> Wikimedia Foundation, Inc.
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