Adding to Chris' points, I would also like to illustrate the point where in
the future, founding a user group or chapter (the latter is pretty unlikely
nowadays), applying for a grant proposal and being hired by your colleagues
as the first staff member of the user group you founded would be something
totally legal, just lacking any ethical or moral compass.

Now of course whatever volunteer committee at the WMF rejects this proposal
would be confronted with the fact that the WMF saw no problem where this
affected the WMF. Good luck explaining that and keeping any sense of
ethical coherence.
I really hope the Movement Charter can provide some guidance on this issue,
which the WMF would have to adhere to as well.

Cheers,
Philip

On Sun, 27 Jun 2021 at 13:03, Chris Keating <[email protected]>
wrote:

> I will note that, as Chris pointed out, even WMUK's current policies
>> would permit a transaction like the one we're discussing if approved
>> by the Board ("no trustee may _without the consent of the board_"
>> [8]), and Wikimedia Austria's Good Governance Kodex would permit it if
>> approved by the Gremium ("bedarf diese Anstellung der ausdrücklichen
>> Genehmigung durch das Good-Governance-Gremium" [9]).
>>
>> If such transactions are sometimes viewed as permissible, as part of
>> harmonizing governance standards, it would be good to enumerate
>> examples: would this transaction qualify? If the emerging consensus is
>> to enforce waiting periods at all times, clauses which permit Boards
>> to overrule them should perhaps be revised as part of harmonization
>> efforts.
>>
>
> Hi Erik,
>
> Indeed, most of these policies are written with a certain level of
> flexibility. And I do know of cases where board members of affiliates have
> gone on to have staff roles within the movement, and asked for and received
> permission to do so. So why might this be a problem and other instances not
> a problem?
>
> It's probably worth setting out the objective of this kind of policy,
> which is to give confidence that organisations are making decisions based
> on what will best fulfill their mission, and to avoid the perception that
> decisions are made for the personal gain of trustees.
>
> Whatever a conflict of interest policy says, if it doesn't end up
> achieving that goal, then either the policy or the associated
> decision-making is at fault.
>
> My concern over this specific instance is prompted by several things:
> - A paid role has been created for a specific person, based on their
> contributions as a trustee
> - the trustee concerned was involved in shaping the role: certainly at a
> 'meta' level in terms of championing the work area the role is about, and
> evidently also in conversations about how the role would work out while
> still being Chair of the organisation
> - there was no open recruitment process, so it's unclear if there really
> was no other conceivable candidate. I understand this is not unheard of for
> the WMF, but it's poor practice, particularly when there are
> other warning flags. (I am told that when jobs are openly advertised, the
> recruitment process can be long and arduous.)
> - there was no gap at all between the trustee departing as Chair, and
> starting the role. Indeed the role was evidently offered, in some form,
> while the Trustee in question was still Chair of the Board.
> - it's unclear in what manner or at what level of detail the Board's
> approval of this was given
> - all of this refers to a Chair of the Board of Trustees. Chairs are
> typically responsible for the management of the Chief Executive on behalf
> of the Board, which puts them in a particularly high-profile position.
> While I don't fully understand how this has worked out during the WMF
> executive transition, it seems reasonable to ask whether the trustee in
> question was simultaneously holding performance reviews or pay negotiations
> with members of the WMF interim executive team while also having
> conversations with them about what her own future paid role at the WMF
> might be.
>
> Thanks,
>
> Chris
>
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