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WMF Board dismisses community-elected trustee

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By Go Phightins! and Tony1

In an unprecedented move that has sent shockwaves across the movement, the Wikimedia Foundation's Board of Trustees voted 8–2 to remove James Heilman (Doc James) from the board effective immediately, citing "serious consideration", but no specific evidence. The resolution was published on the Foundation's wiki, and Heilman was removed from the list of trustees within hours. Fellow community-elected representative Dariusz Jemielniak was the only board member other than Heilman to oppose the motion; notably, the third community-elected trustee, Denny Vrandečić, supported the removal of his colleague. The standard appointment resolution for community-elected trustees includes a clear reference to the possibility of dismissal – in the case of Heilman, his term was "for a term of two years beginning on July 15, 2015, and continuing until September 1, 2017 or until the Board appoints a replacement for that seat, whichever comes first."

The announcement was made on the Wikimedia-l mailing list by chair Patricio Lorente, who said that the board is exploring its options to fill the vacant seat. For his part, Heilman also declined to specify any details about his dismissal, either publicly to the mailing list or in response to Signpost inquiries. Heilman was elected to the board in 2015 for a two-year term.

James Heilman (Doc James): ousted WMF board member, emergency room physician.

According to the Board's bylaws, any member may be removed by a majority vote of the trustees at any time, with or without cause. In this case, no explanation has been offered by either the Board or by the WMF’s chief communications officer Katherine Maher, who shared with the Signpost only that to her knowledge this is the first time that the Board has removed a member, while not answering our question as to whether the removal was related to unauthorized disclosure of information.

It is now clear that Heilman had come under pressure from his fellow trustees for some time. He wrote on Jimmy Wales' talkpage:

Although the Board has promised a statement detailing the reasons for the Heilman dismissal, as of publication none has been released, and the Board is under no legal obligation to provide those reasons. The Signpost understands that Lorente has been negotiating a joint statement with Heilman, but that a result is not imminent.

Jimmy Wales, who holds the founder seat on the Board and supported the motion to remove Heilman, responded to an inquiry on his talk page:

In response to allegations that he was blaming Heilman, Wales replied:

It remains unclear what prompted the meeting, which appears to have been specially called, and whether Heilman had any foreknowledge of the proceedings. Former WMF trustee Phoebe Ayers told the Signpost that the chair, vice chair, or any two trustees can call a meeting pursuant to guidelines on timing and notification in the bylaws, and that votes that are not going to be unanimous are conducted either in person or on the phone for a formal voice vote.

Shortly after the announcement, we spoke by video link with Heilman, who was in a Japanese ski resort, seemingly in good spirits but urgently awaiting a day of downhill skiing after significant overnight snowfalls. He cautioned that he was under an obligation not to speak openly about specifics. Heilman is a known advocate of transparency and openness in Foundation practices. We asked what he sees as his contributions during his short membership of the Board. He replied:

Should certain things remain confidential? "Yes, there are definitely certain aspects that need to be kept confidential, but this should not extend to the overarching strategy at the WMF. In a movement like ours these discussions need to be public." Does he think voters were attracted by his achievements in medical content on WMF sites? "Yes, but more than that, I believe I have a good understanding of large parts of the movement; I share its values; and I'm outspoken. I think many voters probably expected that I'd say and do what I've done."

Reaction

There was immediate reaction to the announcement on the Wikimedia-l mailing list, on Wikipedia, and in third-party forums, including the Wikipedia Weekly Facebook Group.

Pete Forsyth, who was briefly a candidate for the WMF Board in 2015 before withdrawing and ultimately endorsing each of the three community-elected representatives, expressed grave concern at the Board’s decision. He wrote on the mailing list: "With this action, eight Trustees with little accountability overruled several hundred volunteers and another Trustee who literally earned the most support votes of any Trustee in the organization's history."

He went on to tell the Signpost:

This raises an issue that commonly leads to tension where the boards of corporations, non-profits, and public entities include elected stakeholder seats. It is typical for board members to be required to sign a pledge of personal commitment, and this is the case for all WMF trustees. That can leave elected representatives of stakeholder groups who elected them in a difficult position: should they consult with their constituents when there's a risk it might be seen as breaching confidentiality? (Editor's note: the original version of this story stated that board members were required to sign a non-disclosure agreement.)

Several commenters on Facebook were more outspoken, including statements such as: "I am very unhappy with the board's weak statement and the fact that this was opposed by ⅔ of the elected members of the board. It sounds like this was a purging of community voices that disagreed with the majority or in West Coast newspeak 'culture fit'. This is why appointing a majority of the board is a mistake."

Within a day of the Board's action, a page was set up on Meta entitled WMF Transparency Gap, with several WMF accounts among the contributors. The brief page points readers to the talkpage for "developing topics", and links to a WMF Board resolution in 2013 on transparency. The Signpost understands that muted reports of staff discontent within the organization have been circulating, although the matters at issue are unclear. Former trustee Samuel Klein told the Signpost: "A discussion in detail with interested staff would not be a bad idea."

This story has been characterised more by what we do not know than what we do. A fast-moving situation is likely to remain in high profile for some time, with broad and far-reaching ramifications for the movement in terms of organizational process, transparency, and community relations.

Brief notes

  • New administrators: The Signpost welcomes the English Wikipedia's newest administrators, BethNaught and 78.26.
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  • Just when you think that we have exhausted the "WTF" moments, something like this happens. Deeply disappointed. All the best: Rich Farmbrough, 15:40, 30 December 2015 (UTC).[reply]
  • I'm surprised this article does not quote Doc James' comments on Jimbo's page in direct response to Jimbo's comments. Doc James was voted off the board and then asked to leave the meeting, it appears, and it is not surprising that he would make a public comment at that time - in fact, that this predictable action was not anticipated speaks to the judgement of those on the board. If the board wanted to discuss a joint communication strategy with Doc James then why was he asked to leave the meeting? If the board thought it could decide on a statement and strategy in private and then involve Doc James at a later stage then the members acted foolishly and should have realised that they were highly likely to be pre-empted. Jimbo's comments declaring that the problem is that Doc James disclosed his expulsion from the board strike me as playing the man rather than the ball, and his ongoing denials that his talk page comments are adding to the mystery and the speculation are wrong-headed. The Board needs to make a statement urgently and offer a clear and comprehensive comment; that this was not sorted out in the meting after Doc James was excluded seems strange. EdChem (talk) 15:49, 30 December 2015 (UTC)[reply]
  • I don't think the resolution language quoted was specifically primarily intended to contemplate an early dismissal. I think it's more that at the time his term began, the Board did not know when Wikimania 2017 would be, and this is a more businesslike way of doing it. In the normal course of events, the Board would have passed a resolution appointing his elected replacement, as the end of the term approached.--Wehwalt (talk) 15:56, 30 December 2015 (UTC)[reply]
    • I read it the same way as Wehwalt. Presumably the resolution is written that way to get around the problem of Florida law preventing elected board members being removable by a Board vote. "If a director is elected by a class, chapter, or other organizational unit, or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping." Thus, if the Board appoints all its own members (including taking the results of "elections" as recommendations to the Board) then it can remove its own members at will. EdChem (talk) 16:06, 30 December 2015 (UTC)[reply]
      • So let's see that in the future all board members are elected rather than appointed. Carrite (talk) 17:15, 30 December 2015 (UTC)[reply]
        • A very good idea, but how do you propose to accomplish that? DGG ( talk ) 18:00, 30 December 2015 (UTC)[reply]
          • (commenting with no hats other than generic editor): The problem with that is that the WMF Board has to represent the interests of those who would not vote, namely the readers and those we have yet to reach. I would be in favor of a system wherein the majority of the board is elected, and it can appoint no more than a third of its members to represent specifically defined areas of interest (e.g., reaching the Global South, tech crap, etc.) plus the founder for 10 people (6, 3, and 1) ... that might be a more reasonable compromise. The chapters should not get to appoint 20% of the Board. Go Phightins! 18:10, 30 December 2015 (UTC)[reply]
            • That sounds more reasonable: 4 or 5 from the community plus 1 or 2 from the chapters for a total of 6 community representatives, and 3 appointees. And I would make the founder seat subject to periodic community confirmation as well ... Andreas JN466
      • The IRS Form 990, Part VI Governing Body and Management, question 6 (see 2013-2014 copy)asks whether the nonprofit has members and the answer is no. I'm guessing this is the same going back to inception. It allows the Foundation to avoid complex bookkeeping as well as other things like derivative suits and member's rights to inspect corporate records. As far as increasing the number of elected members, I can't imagine it happening. The last resort could be to threaten a fork or boycott to force the Foundation's hand. II | (t - c) 18:52, 30 December 2015 (UTC)[reply]
  • Hmm, I may regret this, but I had a "Sherlock Holmes"-type train of thought regarding the mystery, and that's overriding my better judgment. Herewith, some pure and unadulterated speculation: The fact that the Board was unprepared for his action tells us it's not about malfeasance or any wrongdoing on his part. Because if that were the case, the Board would have had a prepared statement in advance, and be on guard for adverse action (note to the many commentators who think that the Board should have had a contingency plan here - well, people are human, and this would hardly be the first situation where a group didn't have a contingency plan ready for an outcome they didn't think would happen). Thus, it's likely the issue was something they wanted him to do, but that he thought was against principles. It also sounds like they expected him to go along, and were surprised by a refusal to resign, and forcing their hand (i.e. they'd need to remove him from the Board). He's not rich and not a wheeler-dealer, therefore this wouldn't be about financial disclosure or some sort of personal divestment. What does he feel passionately about, to the point of a showdown of a type "No, I WON'T (stop doing|agree to) that, and I'm not going to resign - and if you can't abide my actions, you must dismiss me!"? Unfortunately, I'm not Sherlock Holmes, and I don't have the requisite cultural knowledge to go further. But perhaps other people know more about what might lead to a dispute where the rest of the Board would think he'd likely agree, but he would be unwilling to do so. Once more, this is offered solely for the purposes of discussion, and I have no insider information or leaks regarding his reasons. -- Seth Finkelstein (talk) 22:17, 30 December 2015 (UTC)[reply]
    • That's as good a guess as any, IMHO.

      I'm not optimistic that anyone outside of the Board of Trustees will ever know why they booted Doc James. Back in 2007, Carolyn Doran was made chief operating officer, then fired for reasons the WMF still has yet to explain. And which I honestly feel were not sinister, just that Doran was not the person for the job that CEO of the WMF needs to be. (She was an administrative assistant in a job that involves managing & inspire volunteers. Not to say anyone since Doran has those abilities.) But instead of saying something along the lines of "She didn't have the skills needed" -- or even something more bland in a corporate vein -- all we've heard since has been silence. And why I expect only more silence. -- llywrch (talk) 00:08, 31 December 2015 (UTC)[reply]

  • Several commenters on Facebook were more outspoken, including statements such as...
  • The Board should have had an explanation ready at the time the action was taken. An unelected majority bans off an elected minority member? It doesn't take a physicist to figure out the trajectory of that publicity rocket. We're two days on and the clock is still running... Not a word. Carrite (talk) 06:39, 31 December 2015 (UTC)[reply]
    • I'm hardly inclined to be an apologist for the WMF Board, but to make this point again: People sometimes don't plan for every possible outcome, especially ones they view as unlikely. It's really easy after the fact to say something like "How come you didn't see that coming and have a plan in place for it?". A honest reply, along the lines of "We didn't think it was going to happen, so didn't want to spend the time getting group agreement and legal clearances, for something that we thought would never be used", would be taken as an admission of failure. Now that the situation has blown up for the Board, they need to scramble to get everyone on-board, including legal. That's difficult to do over the holidays. Some Board members might even be having second thoughts about the whole affair (again, I don't know this, just saying it's possible). Once a rocket explodes, it can take a while to deal with the fragments. -- Seth Finkelstein (talk) 11:48, 31 December 2015 (UTC)[reply]
      • I've been wondering about that very matter: if someone hacked Seth Finkelstein's account on Wikipedia, or maybe he's just trolling us. <serious mode> To repeat myself -- hopefully clearly this time -- the WMF has both a strained relationship with the editing community & a deplorable record of handling PR with the same. I've been hoping that when Lila came aboard, this might change for the better, but it appears not to. As Pete Forsyth has pointed out elsewhere, the WMF has yet to acknowledge a petition signed by over a thousand contributors protesting Superprotect, although that feature has been removed. Before that was the whole Visual Editor issue, although the people involved with that have been let go -- apparently due to that fiasco. And so on. Even the official explanation doesn't explain anything: its message is more along the lines of "this is why we haven't told you anything". It's actions like this that make it increasingly difficult to assume good faith from the Foundation, & makes it difficult to want to volunteer labor & effort selflessly. -- llywrch (talk) 17:42, 31 December 2015 (UTC)[reply]
        • Seriously too, I tend to think that tactically one should minimize openings for opponents to complain (there's others views, e.g. they'll do it anyway, so don't bother trying to sound reasonable). Think a step ahead - what are they likely going to say? Almost all authorities stonewall and issue vague statements. If one makes an issue about the stonewall not being done fast enough, that just sets up a reply from them denouncing critics for unreasonable demands (again, some people wouldn't consider this a problem). With regard to "volunteer labor & effort selflessly", well, that's a key part of my critique of Wikipedia - "labor" has no power with respect to "management" (except the ultimate theoretical option of mass withdrawal, which is a pretty poor thing to rely upon). But me going on about that in this case would be a kind of grave-dancing, which I don't want to do here. -- Seth Finkelstein (talk) 12:07, 1 January 2016 (UTC)[reply]

So sorry to see this. Thank you for the prompt coverage. – SJ + 20:42, 31 December 2015 (UTC)[reply]

Board statement now posted

[1] Andreas JN466 13:28, 31 December 2015 (UTC)[reply]

@Int21h: The whole process around the non-disclosure and its implementation was a game-changer for me … sonewhere between organised chaos and a moving feast. It was enough for me to walk away from the process and the roles that I held. — billinghurst sDrewth 00:54, 1 January 2016 (UTC)[reply]
It does sound like a disagreement about transparency. However that is speculation. It may be something altogether more mundane, like the ability to attend board meetings.
Where this all went wrong, was the initial incorporation, which was to have been a members association. Legal difficulties of the state of incorporation made this "impossible".
All the best: Rich Farmbrough, 16:02, 31 December 2015 (UTC).[reply]
If he refused to sign an NDA, why has he not spoken out now? The article mentions he is under 'an obligation' not to speak, but it doesn't say whether a legal or moral obligation. If the former, he must have signed something. If the latter, why a moral obligation, given the nature of the Movement, which assumes a moral obligation to make the truth known. It's perplexing. Peter Damian (talk) 11:27, 1 January 2016 (UTC)[reply]
It's possible that he previously signed something relevant, but now refused to sign something he thought went much too far. Thus he might be legally constrained by an original acceptable agreement not to discuss in public the dispute over a further unacceptable (to him) agreement. -- Seth Finkelstein (talk) 12:07, 1 January 2016 (UTC)[reply]
It's a possible explanation, to be sure. But the other thing against it is everything Jimmy said, like wanting him to resign quietly, rather than raising a cloud in public, possible damage to Heilman's reputation, failure to uphold the values of the community etc etc. This suggests some action of Heilman that was so terrible or inappropriate that resignation was seen as the only option. But then again, if that was obviously so, why did Heilman choose to resign? Peter Damian (talk) 12:16, 1 January 2016 (UTC)[reply]
I wouldn't say it suggests some action by Heilman (beyond not agreeing and not resigning quietly). Wales may simple mean that in his view, by forcing the issue as Heilman did, he (Heilman) showed very poor judgment, which would cause other organizations or managers with similar power, not to give him further positions of responsibility. It's a matter of don't-rock-the-boat, if you know that expression. My take is that as a businessman-type, Wales quite often criticizes people for what might be termed lack of institutional loyalty or what he seems to regard as a kind of insubordination. That's a common mindset. -- Seth Finkelstein (talk) 12:59, 1 January 2016 (UTC)[reply]
Ah right, so Wales means something like lack of professional judgment, rather than 'integrity' or suchlike. Could be. We shall have to see. Peter Damian (talk) 13:47, 1 January 2016 (UTC)[reply]
  • This is an unfortunate situation. The Board and community always has high hopes for all new trustees, so having it come to this outcome for whatever reason is sad. I also don't have any special information about the situation, but I wanted to point out that board member expectations are spelled out in the Board Handbook, if people are unaware of it: legal duties and standard of conduct -- phoebe / (talk to me) 21:48, 1 January 2016 (UTC)[reply]

Meetings

Note for the (pedantic) record, the Signpost quoted me about meetings, but I got one thing wrong -- either the chair, the vice-chair or any two trustees can call a special meeting. CF the bylaws. Notice procedures for meetings are also spelled out in the Board Handbook. This was not a misquote -- I was traveling when the Signpost reached out so I gave the procedure from memory and didn't double check the bylaws. best, -- phoebe / (talk to me) 21:37, 1 January 2016 (UTC)[reply]

Thanks for the clarification, Phoebe. I updated the article to reflect that change. Go Phightins! 01:47, 2 January 2016 (UTC)[reply]

Update

For those of you who do not read the Wikimedia-l list, James Heilman has released a statement about his termination from the Board. IMHO, it provides more information on this incident. -- llywrch (talk) 05:41, 3 January 2016 (UTC)[reply]

  • Something occurred behind closed doors, involving ten people. To my best knowledge, four of them have published some statements. These statements, from all sides, were written in the 'transparency style of writing', resulting into a stack of great words, organized into weasel sentences, augmented with some assertions about what has not occurred. It was not the NSA, it was not an attack from the awakened mummies, and so on. From such a lack of sources, an army of keyboards has generated a storm of comments (160, as of now, for the sole thread Announcement about changes to the Board). What do we learn from these comments? That the commenters have not the smallest piece of knowledge about the events, but cannot refrain themselves from publishing something. After all, the fiduciary duty of a drama board is to provide dramas. Pldx1 (talk) 10:00, 4 January 2016 (UTC)[reply]
  • My comments on the mailing list have unfortunately not been made out of ignorance. Or rather - I am ignorant of the specifics of Florida-specific NPO governance law (where WMF is incorporated,) but have spent more hours than I would care to remember being trained in California and federal NPO governance laws and regulations, as well as just practices. Besides the general lack of awareness with which the affair has so far been conducted of the current mood, desires etc of the Wikimedia movement, a member of the audit subcommittee mentioned (and someone else in a place to know privately corroborated when I asked) that James had been for a number of months denied access to at least certain financial documents to which other trustees had been given access - and that's both definitely not inline with best practices, and if WMF was incorporated in California, is an action that in at least some situations could actually literally lead to personal liability for the trustees. That allegation alone means that external review of this situation by a knowedgeable NPO governance consulting group is almost certainly desirable (unless James corrects that and states that he had full access to all documents he desired that another trustee would have had access to, up until the minute he was removed from the board.)
It's also atypical - and not a great sign, imo - that one of the BoT's complaints about James' is that he communicated directly with staff, bypassing management. As has been mentioned elsewhere in various places (a) communication of this nature is NOT unusual in the 24 months after an organization has acquired new management - nor is it necessarily any reflection on that management, the trustees would simply be remiss in their duties if they avoided doing so, (b) if at any time the communication was initiated by staff rather than by James', it is true that in most cases in most organizations the appropriate response would've been to redirect the communication to the employees' chain of command, but if the communication concerned the employees' chain of management, depending on the nature and level of it, James looking in to it directly would oftentimes be appropriate, (c) with a well-respected trustee also being a well-respected editor in a movement like ours, it's not at all unusual that James would be in more frequent communication with many staff members than the other trustees would, and (d) at any point if in his viewpoint he would make a more informed decision about an issue before the board by directly communicating with a staff member, then it was absolutely his pregorative to do so, especially if he was not attempting to micromanage people, to speak for or undermine Lila, or to speak for the BoT as a whole (and there are at least two staff members on that thread making public statements that in all of their communications with him he both was not trying to micromanage them and made it 100% clear that he was speaking for himself alone. User:Kevin Gorman | talk page 21:21, 5 January 2016 (UTC)[reply]
  • Indeed! There are so many comments, on the mailing list or anywhere else, that are unfortunately not been made out of knowledge. I don't criticize the inventivity of your comments, but I don't see any finding of facts beyond what was already known, i.e. the doors were closed, and so are the ten mouths. Pldx1 (talk) 22:37, 5 January 2016 (UTC)[reply]
Thanks for posting this link Pldx1. The question in my mind is: What is to prevent the Board from continuously removing other community-elected members? I understand the Board's point of view concerning its own privacy and confidentiality concerns, but knowing also of James's ideas, I think the Board as a whole is moving in the wrong direction. Like myself, I can see many people begin to have doubts about how the Board is run, and whether they truly represent those of us who participate in Wikimedia projects. - kosboot (talk) 12:50, 6 January 2016 (UTC)[reply]
James' 2 Jan 2016 email (archive) looks quite clear to me in explaining the core reason why he was removed: the unelected members of the Politburo Board were upset about him pushing for more transparency and worried that he might pressure the Board about improving staff conditions or relations with staff. Power corrupts, absolute power corrupts absolutely. James worded this more carefully, of course. The Vanguard of the people doesn't want the people to know too much. Boud (talk) 13:02, 23 July 2023 (UTC)[reply]
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