User:Doc James/Foundation/Removal

Timeline of events

Cast list

James Heilman (Doc James, elected to a two-year-long community seat on the Wikimedia Foundation Board of Trustees, June 2015.
Dariusz Jemielniak (Pundit), elected at the same time.
Denny Vrandečić (Denny) elected at the same time.
Patricio Lorente, chair of the Board.
Lila Tretikov, CEO of the Foundation until she resigned on February 25, 2016, effective March 31, as a result of the WMF's controversial Knowledge Engine project.
Jimmy Wales, who holds the 'Founders Seat' on the Board.
'Sarah' is user SlimVirgin, a long-standing member of the project.
'Forsyth' is Peteforsyth. He prepared a number of grant proposals and reports for the Wikimedia Foundation (WMF) from 2009 to 2011.

Lorente November 18, 2015

Patricio Lorente sends email to Wikimedia Foundation staff:

Wikimedia Foundation Board of Trustees chair Patricio Lorente sends an email to Wikimedia Foundation staff, referencing concerns and a statement on the internal wiki. The email goes on to state, "We recognize there were legitimate concerns in certain areas, such as staff management, communications, and style of leadership. We acknowledge that many of those issues arise also from poor communication from the Board in setting expectations for change and the asks we have made to Lila, our Executive Director. We are working with Lila to put together a plan to address these issues. We are confident that she has the capability and the commitment needed for this challenging time, and we know that, at the present time, she is listening carefully to the Board, to you, and to the community. To that end, the Board remains unanimously committed in our support of Lila in her role and in her efforts to adapt her leadership and to address these issues. We ask everyone to move forward. We will continue working with the Executive Director and supporting her progress, and we rely on your help in this process and your personal commitment to the WMF and our shared vision."^[1]

Also quoted here, and see also the following post by jseddon:

Similarly the following remark was made by Patricio at the all staff meeting in November: "I want all of you know that the Board unanimously agreed to support our current leadership."

^ Emphasis added

Heilman Dec 28, 2015

On Dec 28th 2015 I was removed from the board of the Wikimedia Foundation. Many thanks to all those who gave me their support during the last election. I have worked in the last six month to honor the trust placed in me by advocating for our values, communities, and projects.

Lorente Dec 28, 2015

"Today the Wikimedia Foundation Board of Trustees voted to remove one of the Trustees, Dr. James Heilman, from the Board. His term ended effective immediately.

This was not a decision the Board took lightly. The Board has a responsibility to the Wikimedia movement and the Wikimedia Foundation to ensure that the Board functions with mutual confidence to ensure effective governance. Following serious consideration, the Board felt this removal decision was a necessary step at this time. The resolution will be published shortly.

This decision creates an open seat for a community-selected Trustee. The Board is committed to filling this open community seat as quickly as possible. We will reach out to the 2015 election committee <https://meta.wikimedia.org/wiki/Wikimedia_Foundation_elections_2015/Committee> to discuss our options, and will keep you informed as we determine next steps."[2]

Heilman Dec 29, 2015

"As Patricio stated the "Board has a responsibility to ... ensure that the Board functions with *mutual confidence*" My fellow trustees need no reason beyond lack of trust in me to justify my removal. No reason beyond that is needed per our board by laws. There was not any COI or legal impropriety on my part. I have done what I believe is in the best interest of our movement. I hope Patricio and I can work together to provide greater explanation in the coming days."[3]

Wales 30 December 2015

[...]One more point, which you didn't directly ask about but which I think is relevant - would it have been wise to be public in advance of this board meeting about what we were to consider? Clearly not. Had we made a different decision and allowed James to stay, what benefit would there have been to publicly raising a cloud around him. He had made a different decision - to quietly resign, as many of us recommended to him, again there would have been no benefit to making public a cloud around him. It was important to have the meeting privately so that we could talk through the situation before deciding what to do. Remember, a man's public reputation is at risk here. It would be unfair and unwise to go public prematurely.--Jimbo Wales (talk) 08:53, 30 December 2015 (UTC)

I don't know, as I haven't thought through the detailed implications. But in this case, it isn't relevant as this was a removal for cause.--Jimbo Wales (talk) 08:54, 30 December 2015 (UTC)

Because a man's reputation is at stake here, I think it wise to take it slow here. I care more about James' future than I care about your foot stamping impatience.--Jimbo Wales (talk) 08:55, 30 December 2015 (UTC)

Lorente Dec 31, 2015

"Thank you to everyone who responded to my email about the Board’s recent decision. We recognize this is the Board's first removal of a sitting Trustee, and that has led to questions and perhaps some confusion.

I wanted to provide you with some additional information in response to the discussions on this thread. As many of you know, we did not intend for the decision to become public the way it did. We planned to have a discussion and decision in the meeting, but could not be certain of the outcome ahead of the final vote. Since the meeting, we have taken our time to work together to make sure the information we share will be accurate, respectful, and informative to the greatest extent possible. At the same time, there is a limit to what the Board can share. We have fiduciary duties, which include Board confidentiality, and we must respect them in this decision as we would in others.

I want to be very clear that the Board decision was not about a difference of opinion on a matter of WMF direction or strategy between James and the other Trustees. Over the course of the past few months, the Trustees had multiple conversations around expectations for Trustee conduct, responsibilities, and confidentiality. Ultimately, the majority of the Trustees came to the opinion that we were not able to reach a common understanding with James on fulfilling those expectations. We have a duty as a Board to ensure we all abide by our roles and responsibilities as an essential condition for effective governance. I also want to reaffirm that this decision was made internally, by the Board, without any outside influence, and according to the process outlined in our Bylaws.

Under the Wikimedia Foundation’s Bylaws, and, in accordance with Florida law (where, as a 501(c)(3) charity, the Foundation is registered), members of the Board who are selected through community or affiliate elections are then appointed to the Board by the existing members. Since all members of the Board are appointed by the Board itself, the Board retains the ability to manage its composition as necessary to maintain the working environment required to be effective.

As someone who was appointed through a community process, I understand how important it is to have strong voices from the community on our Board. I want to be absolutely clear that this decision does not change our commitment to engaging with a diverse, talented, opinionated, and representative group of leaders to serve on our Board. It also does not change our commitment to encouraging and hearing different voices on direction and strategy.

We are working with the 2015 Elections Committee to fill this vacancy with a member of the Wikimedia community. This is a top priority. More information will be available once the Board has had a chance to confer with the 2015 Elections Committee.

From our viewpoint, our actions around the removal are concluded. We sincerely hope that James will continue to be an active, constructive part of the Wikimedia movement. I personally look forward to continuing collaboration with him."[4]

Heilman Jan 2,2016

I have been accused of three things by fellow board members:

Giving staff unrealistic expectations regarding potential board decisions. I have always stated to staff that I only represented 10% of the board and have never given assurances that I could convince other trustees. I would be interested in hearing staff weigh in on this accusation but I consider it unfounded.
Releasing private board information. I have not made public, private board discussions during my time on the board. I have however pushed for greater transparency both within the WMF and with our communities. I have made myself informed by discussing issues with trusted staff and community members and used independent judgement.
Publishing the statement about my removal on Wikimedia-l. I was not asked by other board members at any time before its publication to produce a joint statement or to delay publishing the statement I had put together a few days prior. The first proposal to collaborate I believe was by myself here I was also not informed that the meeting was going to continue for the purpose of producing such a statement.

I have always acted in what I believe are the best interests of the movement and the WMF. [5]

Asaf Jan 2,2016

For my part, and I believe I speak for at least some other staff, I can confirm you have never misrepresented your role in the board or the positions you were taking, and did not "give unrealistic expectations" on that potential board decision, or any other. (If anyone did, it was another board member, and not Doc James.)

I think my role as staff means I should keep out of this discussion (and to those reaching out privately: please understand I am not at liberty to discuss this), but since this allegation about your conduct is specifically about staff, I thought I should inform the community on this specific point.

Thank you for all you've done, Doc.

Sincerely,

Asaf

Jemielniak Jan 2, 2016

I wanted to send a note to all of you, that shares my perspective on the recent Board decision. These are my own thoughts, as a community-selected Board member who voted in the minority for the recent resolution. However, I also want to be clear that I support the outcome and the majority decision, and look forward to a new community Trustee. I hope that, even though you may continue to have questions, you will too.

From my own perspective, the issue of "trust" had nothing to do with James’ personal integrity. The Board however must ensure that members follow their duties and obligations in their roles as Trustees. My personal (not organizational) trust in James is 100%, in the sense that I would buy a car from him, and leave him the keys to my house without hesitation. James is an exceptional individual and an amazing Wikipedian. I feel privileged to know him.

Yet, when governance is involved, things work out a bit differently. I can explain to you how I understand the results of the vote. I myself considered voting in favor of the resolution. I also believe that others reasonably considered their vote. James himself recognized his errors and admitted that he made mistakes and stepped out of process for a Board member. Our collective decision was carefully thought through. I also understand well the reasons of many Board members who voted as they did.

I do want to comment on one point very important to me: This decision does not signal a shift on the Board’s attitude towards community representation, and does not alter our commitment to an active role for the community representatives on the Board. I also want to be clear that the Board decision was not based on a difference of opinion about direction or strategy.

At this stage, I think we basically need to move on. The Board is committed to community-nominated membership, and we are actively working with the most recent Election Committee on a plan to fill the open community-selected seat . We expect James to stay in the movement and continue to do the amazing things he is well known for. Until recently, I was also a member of the community, watching the Board’s decisions. I understand the desire to have more details. At the same time, I genuinely ask for you to assume good faith from the Board.

I do, however, agree that the Foundation and the Board can be better at communicating, and be more open. While we're not there yet, I am optimistic about the direction of the change, and I know that 2016 will bring more open community discussions around both strategy and our annual planning in consultation with the movement.

I join my colleagues in wishing my friend, James, the absolute best in his next ventures. I am excited that he plans to remain an active member of our movement, and I look forward to seeing him on-wiki and at community gatherings.

Lorente Jan 5, 2016

Following the removal of James Heilman from the Wikimedia Foundation Board of Trustees in late December 2015, a number of questions regarding this action arose on the mailing lists, wikis, and in private conversations with Trustees. The Board has compiled this list of answers to many of the most common questions.

What happened?

Dr. James Heilman was removed from the Wikimedia Foundation Board of Trustees following a 8-2 vote on 28 December 2015. Heilman was appointed to the Wikimedia Foundation's Board of Trustees at Wikimania 2015 based on his selection during the 2015 process for community-selected Trustees. Over time, his fellow Trustees came to the opinion that they lacked sufficient confidence in his discretion, judgment, and ability to maintain confidential Board information about the Wikimedia Foundation governance activities.
The Board discussed the topic for several weeks, and the Chair called a special meeting to discuss the matter. During that meeting, after careful consideration, the Board voted to approve a resolution removing Heilman from his position, effective immediately.

Why did Board members believe they could no longer work with James?

A majority of Board members were of the opinion that James was unable or unwilling to maintain certain Trustee commitments around confidentiality, judgment, and discretion. This was not the result of any single action or opinion of James. This was not about a specific action, discussion, or disagreement over broader strategic issues. Many of the Trustees simply felt as though they had lost confidence in James’ ability to meet his obligations as a Trustee, and, in their opinion, James would not be able to regain that confidence.
Confidence regarding Trustee business is very important to the Board. We are often called on to consider sensitive information and make important decisions in our roles as Trustees. This may involve governance of the Wikimedia Foundation, for example through the Board Human Resources Committee, or guidance on movement issues, such as our work with the Affiliation Committee or the Funds Dissemination Committee. Loss in confidence in one Board member affects the full Board's ability to do its work.
In addition to the sensitive information we may handle, some processes or conversations need to be confidential while they are under consideration, so that we can have full, frank, and informed conversations. Even though we are committed to transparency about the outcomes of our decisions, it is important that we are confident we can trust each other as we make decisions together. There are processes and protocols to express dissent and disagreement that ensure full participation and consideration of challenging issues for all Board members.
The majority of the remaining Board members felt that they and James were not able to agree on a common path forward. Despite several weeks of efforts, many of us held the opinion that we could not move forward effectively with James on the Board. Ultimately, given that, we felt it was necessary to resolve this before it further hindered the Board’s ability to do its work, especially before two new members joined the Board.

What was the legal basis for the removal?

The Bylaws of the Wikimedia Foundation allow any Trustee to be removed, with or without cause, by a majority vote of the Trustees then in office. See Bylaws, Article IV, Section 7.
Although the Wikimedia Foundation's offices are now located in San Francisco, California, it was originally founded in St. Petersburg, Florida. We are a 501(c)(3) charity incorporated under the Florida nonprofit statutes.

Why did the Board take this action over the holidays?

The Board has been discussing and working with James on this issue for several weeks. Ultimately, we felt it was necessary to resolve before the new term for appointed Trustees. This unfortunately put us into the holiday season for many of our colleagues and community.

Did James have access to documents for Board decisionmaking?

Yes. James had - as all of us - access to all documents and information which he needed for his work and decision-making on the Board.

Is James still a welcome contributor in other movement roles?

James has proven himself as a Wikimedian in a variety of movement roles, outside the Wikimedia Foundation Board of Trustees. This decision is not about his work in other capacities. We look forward to his future contributions to the movement.

Why didn’t the Board share more information immediately?

In most circumstances, messages and statements on major decisions can be prepared in advance. Although we considered some potential draft announcements before last week’s meeting, it wasn’t possible to finalize any single statement. The meeting was to discuss the issue, including possible alternative outcomes. We wanted our discussion to be full and resolved, in order to inform our intended message.
The Board has a responsibility to maintain discretion to protect everyone involved and the Foundation. We initially wanted to work with James to agree on a mutual statement. As that appeared unlikely to happen in a timely fashion, we have been preparing this FAQ and carefully ensuring that we respond to questions where we can.
Ultimately, we have many responsibilities to uphold, high among them being our commitment to keeping the community informed. At the same time, we must balance that with our desire to do what we feel is in the best interests of the movement, and our wish to be respectful and fair to James.

Why isn’t the Board sharing more about what happened?

Transparency is one of the core values of the Wikimedia movement, but legally and ethically the Board is obligated to maintain a certain level of confidentiality to ensure frank conversations to reach the best decisions and to be respectful of others. We have an obligation to govern the Foundation on behalf of the public, in a way that requires some confidentiality and discretion. At the same time, we have to balance sharing information that enables the community to make informed decisions.
The majority of Trustees come from the community, so we understand the community’s strong desire to have full information about any given issue. Sometimes the balance of providing accurate information, without getting into details about sensitive specifics, means that we can’t fully satisfy everyone. At times, this can be frustrating for you, and can be challenging for us.

What is being done to fill the vacancy?

The Board is consulting with the 2015 Wikimedia Foundation Elections Committee for their thoughts. This is a top priority, and we have asked Foundation staff to provide whatever support and resources necessary to make the outcome a success.

Will the Board support and accept the next community-selected member?

We are fully committed to filling the open community-selected seat through a transparent process, and look forward to welcoming the next eligible community-selected Trustee. The Board currently has six members who were active in the community prior to their involvement on the Board. We anticipate that number will be seven once the vacancy left by this removal is filled. We are fully committed to helping the new community-selected Trustee be successful in their role.

Can James be a candidate for a community-selected seat again?

Due to the removal from the Board, James is not eligible to be a candidate for the Board until the 2017 community selection process. Under the Bylaws, the Board oversees the rules and procedures for the community-selection process. If the Board determines that a candidate does not meet eligibility criteria, it may decline to appoint the candidate to the Board.

Why are Trustees appointed?

The Wikimedia Foundation bylaws were written in accordance with Florida law and nonprofit governance best practices to serve the unique characteristics of our movement. The Wikimedia Foundation is not legally a "membership organization" — we work to serve the full public and all audiences. The Bylaws allow the community to select some seats in order to ensure the Board retains community experience, and serves the international, decentralized nature of the Wikimedia community.

Will there be an investigation?

The Board resolution was fully in compliance with Board Bylaws and legal requirements. We took this action as part of our obligation to effective governance of the Wikimedia Foundation. We are confident in the process and outcome. We will not conduct any further inquiries.

Why aren’t Board meetings public?

The Board often handles sensitive or confidential information as part of its governance obligations. Public meetings make it more difficult for the Board to function effectively as the Wikimedia Foundation’s governance body. This does not diminish our commitment to our values of transparency and accountability. We publish Board minutes and resolutions, and we openly and transparently maintain our governance standards and processes in the Board Handbook. The majority of our Trustees are nominated to the Board through transparent, open processes, and as such, are accountable to the Foundation and movement, including its various communities.

What are the Board’s next steps and priorities?

We are committed to a Board that represents the community and strive for the highest standards for governance. This is necessary to effectively make decisions on the Wikimedia Foundation’s support for the Wikimedia movement. As such, filling the open community-selected seat is a top priority. We intend to make an announcement on the roadmap for filling that seat in the coming week.
We want to improve our ability to communicate important information as quickly and clearly as possible. We will continue to have conversations among ourselves, and with you on how to progress in this area. We welcome your feedback and suggestions on the Board noticeboard.
We are also focused on supporting the community and staff to finalize the Wikimedia Foundation strategic plan. More information on the Wikimedia Foundation’s strategic plan development efforts will be coming throughout the month of January.
One of our next priorities is the success of the new Trustees who will join us over the coming weeks. We will welcome and support the new community Trustee who will step into the vacant community-selected seat, as well as the new appointed Trustees.

Heilman 20:14 Jan 6, 2016

No specific reason is mentioned here. Additionally I have not been given any specific reasons other than a lack of "mutual trust" either.

The majority of the board and I disagreed regarding the level of involvement and transparency we felt our communities deserved in the planning of the long term strategy of the WMF (and thus the involvement and awareness around the spending of movement resources). I was of the opinion that our communities deserved greater transparency and involvement and that the lack of these were putting the relationship between the WMF and community at further risk with the longer this continued the greater the risk.

Our new strategy has become slightly more transparent over the last year. It is described in a single slide here in June 2015 as a “knowledge engine”. Today we have an announcement regarding search.[6] Many details however are still missing.

I am less concerned about our actual plans than the lack of prior disclosure, discussion, and community involvement.

Heilman 21:26 6 January

[Jimmy] This had nothing to do with him wanting to go public about any issues.--Jimbo Wales (talk) 21:04, 6 January 2016 (UTC)

I would disagree with this statement. It had in part to do with me wanting there to be public discussion on our long term strategy. I recommended we introduce it in a Signpost piece and stated that I would be happy to draft something. Doc James (talk • contribs • email) 21:26, 6 January 2016 (UTC)

Vrandečić Jan 7, 2016

I got asked by a number of people to share my personal opinion, which is set out below, regarding the dismissal of James from the Board. This took me far longer to write than I hoped for, and it was very hard to write.

I am not sure if this will change anyone’s mind - in fact, I am afraid that any story of “James sticking it to the evil Board” or of “James as the knight in the shining armour, fighting against the tyranny represented by the Board, the Board’s secrecy and malfeasance” will be hard or impossible to dispel. Also, although I am an elected Board member, I am regularly being told off with the false claim that my seat was bought by my employer - Google - anyway. So how much of what I could say, could really have an effect on anyone?

But let’s get to the gist of the story: why the heck was James removed?

James actually already said very clearly why he was removed: “My fellow trustees need no reason beyond lack of trust in me . . . .” Indeed, the vast majority of the Board lost their trust in James' ability to fulfill the duties and obligations of a Board member without overstepping his charter and being an effective and cooperating member of the Board.

I’ll tell you how I experienced it from my point of view: a few weeks ago, I had to turn to the Board in a confidential and important matter for me. And while writing my email, I felt that I probably should not write it as openly and frankly as I would desire; I was unconvinced that it would be held in confidence. I rewrote the mail because I had concerns about James' being on the Board, as I had lost my trust in him. This is, I think many will agree, not a healthy situation.

At the next executive session I raised this issue to the whole Board - James included. It became clear that I was not the only Trustee who felt that way. We had a discussion in which we openly discussed this matter. James was asked, repeatedly, to consider a resignation, but he suggested that it would not matter whether he resigns or whether he is voted off. I disagreed with him on this point.

So what were our options at this point? How should we have handled this unfortunate situation? Should we simply sideline James in all conversations where the lack of trust or following process is an issue? But if we do so, sure, all of it would be quieter, and the community and the outside world would likely never notice anything - but I would have an even bigger issue with that: if we sidelined a community-elected Board member for basically their whole term, would the community-elected members truly be sufficiently represented on the Board according to the spirit of the bylaws? This didn’t seem like an adequate solution to me.

I am, to be completely frank, rather surprised and also relieved by the fact that the Board not only acted, but acted decisively - despite knowing very well that there would be quite some community fallout. The Board was not afraid to make a hard and likely unpopular decision, because it truly believes to act in the best effectivity of the Board, and thus also the best effectivity for the Foundation and the Movement at large. This gives me hope in this Board.

I saw that James wrote an email where he lists three things he was supposedly accused of. At least for me, his list does not reflect the reasons why I voted for his removal. Indeed, in the last few days on the Board, James apologized to the Board for his previous behaviour. It was that stated behavior underlying that apology that served as one reason why I voted as I did. I do not know why James changed his view on these reasons in the days before and after the vote.

Based on some of the comments I have read, I wanted to explicitly address these rather, say, interesting conspiracy theories, from my perspective:

-- James was not removed from the Board because he was demanding more transparency. -- James was not removed from the Board because of a difference in opinion about the strategy of the Foundation. -- James was not removed from the Board because of difference in opinion or disagreement about the governance of the Foundation. -- James was not removed from the Board because he was insisting to see some documents that the Board was withholding from him -- James was not removed from the Board because any third party wanted him removed (like a big pharma company who was unhappy with James on the Board and was promising a big donation if he is gone - I am just listing this because it was indeed mentioned.) -- James was not removed from the Board because he demanded more community input or was fighting for NPOV. -- James’ removal had nothing to do with the role and composition of community-elected vs appointed Board members. -- James was not removed from the Board because he dared to ask too many uncomfortable questions. -- James was not removed because he didn’t want to sign an NDA.

As I saw it, James acted out of process, ignored advice and caused disruption. He sure was not the only Trustee who made mistakes - I also did - but, in my opinion, he was by far the least cooperative Trustee when the Board worked hard to fix them. The thing that bothers me most is James' claim that he was kicked out because of a disagreement about how transparent the Board should be. This is simply not true. I voted for his removal because, in my opinion, he was *not* transparent and cooperative with his fellow Board members.

To make it explicit, I believe that James almost always acted in what he thought was in the best interest for our community. I qualify this statement solely because I am not sure about whether his early disclosure of his dismissal was in the best interests of the movement; in my opinion, in this case emotion appeared to have won over. But based on my term on the Board, I believe that all Trustees have acted in what they believe is in the best interest of the Foundation or the movement.

Why did it have to happen on such a short notice? Because two members of the Board, Jan-Bart and Stu, were leaving the Board by the end of last year. We found it completely unfair to burden the new members with such a decision. It had to be the Board that was actually working with James in the last six months.

It was, for me, a very painful decision, one, I was tormented over for a few days, and one that I did not take lightly. I do not care at all about a possible reelection, and thus I do not care about making popular decisions, I solely care about deciding what is, for my own conscience, the best decision for the long term of the Board, of the Foundation, of the movement, and our mission. I remain convinced that James is a very productive Wikipedian who has done a lot of good things for our movement, which makes this decision so much more painful.

I don’t expect anyone to just move on. This came, for most of you, very unexpected. You did not have the repeated discussions and the background on this matter. I merely wanted to illustrate how things look from my point of view and opinion. My largest disappointment is the amount of time and effort spent on this, instead of working on the actually interesting things, on reaching more people, and enabling more people to share in the sum of all knowledge. I understand that some of you will demand more explanations and/or more changes. But I wonder what kind of changes would be required to avoid a situation like this - if the rest of the Board loses the trust in one of its members, how should we handle this?

To all those using the Gregorian calendar, have a happy new year 2016. I am sorry for the drama this has caused, and I wish that this decision would have never been necessary.

Heilman, 05:48, Jan 8, 2016

With respect to Denny's statement that I acted out of process, yes I spoke with staff at staff's request. However, so did the majority of the rest of the trustees. And the chair and vice chair were aware of these conversations. Additionally the situation in question justified these conversations IMO. With respect to "ignoring advice" I did use my own judgement. With respect to the "disruption" I do not feel I can take responsibility for the engagement survey results. I did bring staff concerns forwards to the board but I was simply reporting these concerns.

Wales Jan 8, 2016

Recently, James Heilman wrote, regarding his removal from the Wikimedia Foundation Board: "It had in part to do with me wanting there to be public discussion on our long term strategy." diff.

I wrote the following statement, which has been agreed to by the entire board at the time, names below: "The removal of James as a board member was not due to any disagreement about public discussion of our long term strategy. The board unanimously supports public discussion of our long term strategy, has offered no objections to any board member discussing long term strategy with the community at any time, and strongly supports that the Wikimedia Foundation should develop long term strategy in consultation with the community."

I would like to add to this, speaking for myself only, that the loss of trust that I felt in James was in no small part due to this kind of statement on his part, in which the thinking of other board members is being misrepresented to the community and to the staff. James apologized to the board for certain actions which he has chosen not to share with the community, which is his right. He asked for a second chance, and the board declined to give it. My own preference, as expressed to him repeatedly, is that he live up to the values of honesty and transparency that are core to our community, and certainly that he not continue to misrepresent what happened.

Heilman Jan 8, 2016

I was chatting with Patricio after my removal wondering about further details regarding justification and one of the few things he mentioned was my email to the group where I suggested I would be happy to write about the Knowledge Engine in the Signpost. You Jimbo responded very negatively when I made this suggestion. You Jimbo brought it up again a few weeks later. We now have a community member asking for further details here With respect to my apology, what I apologized for was going out of process, ie speaking with staff. However in my defense, both the chair and vice chair were aware of these conversations. And nearly all other board members were also having conversations with staff. I am willing to have my actions and inaction in relation to those of my fellow board members subjected to independent review.

Vrandečić, 16:02, Jan 8, 2016

James,

all these things that you answered about - being out of process, disruption, ignoring advice - all of these were some of the things you explicitly apologized for just two weeks ago. Those were not my words, those are yours.

Seeing you defend these, again, does this mean your apology was not sincere?

It was this apology of yours that gave me several sleepless nights - literally, unfortunately. It was this apology that let me regain most of the respect, and some of the trust I had lost. It was this apology that gave me hope that you might have finally understood.

And now you are here again, being defensive about these very issues? About nothing else in what I wrote, but merely about these things?

Please, tell me that you were sincere.

Heilman, 23:40, Jan 8, 2016

Here is my statement of apology which I sent to my fellow board members Dec 19, 2015 and which has been commented on by a number of them on this list:

To my fellow board members,

After our conversation today it dawned upon me that I have not communicated well just how much I have learned from this difficult process. Over the last month I have put a great deal of thought into what has brought us to where we are today.

First off, I acknowledge a large degree of responsibility for it. My actions showed inexperience. What I did was out of process. I did not communicate sufficiently. I ignored some of the advice that I received.

Still, it seems I have not apologized in a meaningful way I want to say clearly that I am sorry for my arrogant start as a board member, and for the disruption it caused.

I need to mention how much I appreciate all the extra effort from other board members to constructively address the issues we have been facing. I especially note Guy and Jimmy's efforts with respect to putting in place extra measures so that the staff can be heard.

While we have disagreed, I have committed to and have supported our final decision. I have followed the agreed process since our deliberations. I believe I have constructively contributed to the fact that the WMF staff has taken the Board’s decision with a measured degree of acceptance. I have been working hard on getting WMF staff, as well as other stakeholders on board.

I have seriously considered stepping down; however, I am not one to give up easily. I do learn from my mistakes. I know that I have great deal to offer the board and feel a deep sense of responsibility to the community that elected me.

You do need a Board member you can trust. I would like to ask you to give me the second chance to prove that I deserve your trust--I intend to work hard to earn it. Our board made the decision to give Lila a second chance in the face of staff mistrust. In the long road ahead to improve our movement, I would like to have the same opportunity to continue working together with you as well.

Sincerely,

Heilman, 13 Jan 2016

Wikipedia:Wikipedia Signpost/2016-01-13/Op-ed:

As covered previously in the Signpost, I was removed from the Wikimedia Foundation Board of Trustees in late December, by an 8–2 vote. The Board has not been forthcoming (publicly or to me) about the reasons, though they have (officially and as individuals) repeatedly stated that “mutual trust” was the main factor. [ctd …]

Wales 17 January 2016

The removal of Doc came when many board members decided that they could not trust him. If you want to know why, notice how he spread a claim about why he was removed that I got EVERY SINGLE ONE of the board members - me, community members, long time members, to tell you was false. That is exactly the kind of behavior that led us to believe that he was not trustworthy. I don't trust him, the board didn't trust him, and he was not a proper person for a board where honesty and transparency are so incredibly important. It's as simple as that. Dreaming up some kind of wild "Google conspiracy theory" is silly […] Jimbo Wales (talk) 20:56, 17 January 2016 (UTC)

Wales 18 January 2016

Heilman asks Jimmy on 03:12, 18 January 2016 (UTC) if he is willing to publicly share the email he sent Heilman on Dec 30th, 2015? There is a 'reply' to the email here. This suggests that Jimmy's email accuses Heilman (1) of giving staff unrealistic expectations regarding potential board decisions, (2) of releasing private board information, and (3) of publishing the statement about his removal on Wikimedia-l.

Heilman also mentions (01:32, 21 January 2016) some 'interesting documents', namely the application and associated documents surrounding the Knight grant which were requested Jan 8th.

Wales 25 January 2016

It's been answered clearly. As a quick review - my vote to remove him was because of a pattern of behavior and actions that I viewed as violating the trust and values of the community. One example of this pattern of beahvior emerged clearly after he was removed - he made a false claim about why he was removed, and I got a unanimous statement from every board member involved that it was false. The community deserves better than that. James has made a lot of noise about why he was dismissed which is utter and complete bullshit. He wrote a nice piece for the Signpost about transparency which implied that the board got rid of him for wanting more transparency. Utter fucking bullshit.--Jimbo Wales (talk) 22:06, 25 January 2016 (UTC)

(emphasis added.)

See also Tobias Tue Jan 26 13:47:18 UTC 2016.

Heilman 26 Jan 2015

Following the recent statements by JW I am planning to publish my email to the board from Oct 7, 2015. I have given the board some time to redact anything they feel is confidential. I have also requested they send me information of what statute, bylaw, or board handbook item they feel would make details, if any, confidential.

Additionally I do not see anything in Jimmy’s 12/30 email that should be confidential, and since I was not a Trustee at the time he sent it, clearly he did not consider it highly confidential either. But I prefer not to publish it without his consent, and I have no plans to do so. I hope for a reply from the board by Feb 8 and plan to release the email on Feb 15th. Doc James (talk • contribs • email) 06:09, 26 January 2016 (UTC)

Wales 27 January 2016

This was all posted here a few days ago. I am in a rush at the moment and don't have time to find the diffs. I'll try to do it later tonight if I get the time, but in the meantime perhaps someone else can dig it up. He made the claim, and I ran it past every single one of the other board members, and they unanimously agreed to a statement refuting it, which I published here.--Jimbo Wales (talk) 18:25, 27 January 2016 (UTC)

Wales 1 February 2016

I do not believe I have been at all disrespectful to James. Indeed, I have been careful to be quite restrained in my remarks.--Jimbo Wales (talk) 10:05, 1 February 2016 (UTC)

Heilman 3 February 2016

Nov 7, 2015:

The board approved the Knight Foundation grant. I supported its approval following pressure which included comments about potentially removing members of the Board. Assurances were provided that the Knight Foundation and Wikimedia Foundation were on the same page regarding the grant.

Heilman Feb 8, 2016

My email [dated Oct 7 2015] to the board about my concerns regarding this grant:

“Hey All

We are at 6 days since being notified of the Knight Foundation grant. I at this point strongly oppose its acceptance. There are too many issues:

1) We are "selling" the Knight Foundation a search engine with passages like "the foundation and its staff have a track record of success and a strong vision of what a search engine can do when it has the right principles, and the right people, firmly behind it." (Aug 2015) Plus we do not have success at building a "search engine".

2) What the WMF board was sold in Mexico was "the largest free open knowledge source". (June 2015 doc) A knowledge source is not a search engine. "Source" means creating / curating content.

3) Lila states we are not building a search engine as of two days ago per chat. A few board members understood we were maybe doing this after Mexico. Others did not. I do not think we as the board have a clear idea of what 10% of our engineering resources are being spent on (ie what exact the discovery team led by Wes Moran is doing).

4) There is a serious lack of transparency around this new "sister project". This has not been discussed with our communities as far as I am aware. Please correct me if I am wrong. As such it has the potential to worsen WMF / community relations. Starting a new sister site without community discussion is not the wiki way.

There are more issues but this is the start. We need to request more documents surrounding this topic as it maybe a bigger issue than simply refusing a grant.”

So yes, the majority of the board and I clashed, and yes it was partly about our strategy and whether or not the community should be made aware and involved in these discussions. While the board prefers I not release this information, in the face of contradictory statements, I intend to let the facts speak for themselves.

Heilman vs Wales 10 February 2016

[…]A lot of people want to be Google and aren't. I get the feeling that James' actions could present a sense of division on the board that could scare off donor money, but I'm not convinced that a sense of division, in the context of open debate and discussion, wouldn't have more benefits than a forced unity. So far I see no allegation in that above discussion that the Knight Foundation did anything but offer money to support an idea Wikipedia came up with (apparently a pet project of Jimbo Wales for years) on the basis, presumably, that new independent mechanisms of "knowledge acquisition" are in the public interest and improve the research, relevance and reach of journalists. […]Wnt (talk) 16:55, 10 February 2016 (UTC)

Whoa, hold on a second. There is no "pet project" of mine involved here in any way whatsoever. James included my work on Wikia search in his timeline as a complete and utter irrelevancy. There is nothing at all about the Knight grant which is in any way related to or suggestive of a google-like search engine. He's been told this multiple times, he has had access to all documents, and he knows that it isn't true. I had nothing to do with the grant, other than in my capacity as board member reviewing both the presentation to the board about the work being done on 'discovery', so the idea that I've pushed some kind of google-competitor search engine is a total fabrication by James. He continues, in my view, to violate the trust that the community placed in him by making things up (or hinting at them falsely) that simply are not true.

You wrote "The notion that WMF could get into searching is ambitious and interesting, and it also needs a lot of skepticism. A lot of people want to be Google and aren't." Both of those things are true in a sense, but they are also not relevant to this situation. To make this very clear: no one in top positions has proposed or is proposing that WMF should get into the general "searching" or to try to "be google". It's an interesting hypothetical which has not been part of any serious strategy proposal, nor even discussed at the board level, nor proposed to the board by staff, nor a part of any grant, etc. It's a total lie.--Jimbo Wales (talk) 14:21, 11 February 2016 (UTC)

[…]

The problem that this raises is -- if you have a group of developers who want to work on a Google-like search, and a nonprofit that wants to fund their salaries to work on it, then what exactly can the community or a good administrator add to that situation, except maybe some matchmaking services before prudently removing himself from the honeymoon suite? Wnt (talk) 21:11, 10 February 2016 (UTC)

I guess first would be verify that we have a group of staff that want to work on a Google-like search engine. And as most of the project will be funded by general movement funds, a movement that supports paying for the rest of it.Doc James (talk • contribs • email) 01:29, 11 February 2016 (UTC)

There is no group of staff, no executive, and no board members who are supporting "work on a Google-like search engine" - that is a complete fiction.--Jimbo Wales (talk) 14:15, 11 February 2016 (UTC)

on the supposed threat

Jimmy 10 February: "If I do find out that any board member made such a threat, I will be astonished. ... Given James enthusiastic endorsement of the grant at that time ... it is mind boggling that he expects anyone to believe this nonsense now."

Heilman 11 February 2016

User:WMoran (WMF) went so far as correcting the Discovery FAQ here on November 5th to clarify that the answer to the "are you building a new search engine" question was not "no" but "we are not building Google". Of course we are not building Google. That product has already been build by someone. And than User:Peteforsyth corrected the question to match the answer on Jan 9th.[2] It however does appear to me that we are building a search engine. Or at least the Knight Foundation appears to think so. I do not know how to reconcile these documents with Jimbo's statement "nothing at all about the Knight grant... is in any way related to or suggestive of a google-like search engine" Doc James (talk • contribs • email) 22:07, 11 February 2016 (UTC)

Heilman Feb 23, 2016

The project formally know as the Knowledge Engine was frequently referred to as a "moon shot" in November 2015 by a number of my fellow board members. This terminology I believe accurately highlighted the size, expense, and risk that this proposal was.

How we have described the KE to our movement has been significantly different. All efforts appear to be to minimize what was proposed. And efforts to explain it at all have only occurred after greater community understanding became inevitable.

I find it disappointing to see the ED and some board members try to deny and downplay the plans that previously existed. While the ED has recently apologized for the lack of transparency, this was brought to her attention many times before, and thus I am not convinced her apology will result in a change in her approach. -- James Heilman MD, CCFP-EM, Wikipedian

Wales/Heilman 26/28 February 2016

What I continue to advocate for at the board level is the freedom to talk openly about why we voted James off the board. I think I've been the most open amongst the board members, and that isn't a criticism of other board members - we've been advised to be cautious about what we say, and I'm just a little more empowered by my position to be blunt. I've advocated for something that is probably a bad idea - publishing a whole whack of internal board emails. Ok, so that's probably extreme, so I am not pushing hard for it. But the current situation is not where I would like it to be.--Jimbo Wales (talk) 19:33, 26 February 2016 (UTC)

I am supportive of an independent review of these matters as I have stated a number of times already. I am also happy to go over the issues and documents publically following the publishing of "a whole whack of internal board emails". Doc James (talk • contribs • email) 04:58, 28 February 2016 (UTC)

Wales Feb 28 2016

On 2/27/16 5:28 PM, SarahSV wrote:

> Doc James has asked Jimbo to release a 30 December 2015 email from Jimbo to James, which explained the reasons for the removal. [1]

[Wales replies] It isn't primarily about reasons for the removal, and in fact only partly touches on that topic. It's primarily about why I think he should apologize to the community, and reviewing it now, I would actually add several more reasons.

There are board discussions ongoing about more information being released - and I hope those are productive. Within a few days time, I'll know whether it's ok for me to publish this private email - it still touches on matters that are not public.

It was written at a time when there were efforts underway by Patricio to get James to agree to a joint statement. It is an encouragement to James to be honest with the community about what happened. It is not a full explanation of what happened - he already knew that. --Jimbo

Heilman Feb 28, 2016

Jimmy to clarify some of [the] facts. It was I who reached out to Patricio to put together a joint statement.

We worked on it in a Google document that I started and as such I am the own[er]. We were unable to come to an agreement. -- James Heilman

Sarah Feb 29 2016

Jimmy, this is something I find disturbing.

In October 2015 James opposed accepting the grant application because of the lack of clarity and transparency around it. [1] But on 7 November he not only formally supported its acceptance, but actually proposed it to the Board. [2]

James has written that he did this "following pressure which included comments about potentially removing members of the Board." [3] He wrote: "Jimmy Wales had made comments about removing other board members during the days before the Knight grant vote. I believed that my opposing at that point in time would have changed nothing (because there were not enough opposing votes to block it), and doing so would have led to my removal." [4]

After his removal, you used that he had proposed accepting the grant to show that he was being inconsistent. You later called it a "flat out lie" that any board member had put pressure on him. [5]

James is an honest and independent-minded person. If he says he acted under pressure, he did. That doesn't mean anyone intended him to feel that way, of course. But please say whether you said anything about removing board members during, or in the days leading up to, that meeting.

If James did feel so much pressure that he acted against his own views, it raises the question of whether other trustees have been similarly affected, now or in the past. When we elect trustees, we need to know that they're going to make their own decisions.

This is one of the many reasons we need all the emails to be released, as well as all documentation around the Knowledge Engine and Knight grant.

Sarah

[1]https://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/2016-02-03/In_focus

[2]https://wikimediafoundation.org/wiki/Minutes/2015-11-07#Knight_Foundation_Grant

[3]https://en.wikipedia.org/wiki/Wikipedia:Wikipedia_Signpost/2016-02-03/In_focus

[4]https://en.wikipedia.org/w/index.php?title=User_talk:Doc_James&diff=prev&oldid=704867811

[5]https://en.wikipedia.org/w/index.php?title=User_talk:Jimbo_Wales&diff=prev&oldid=704228495

Oliver Feb 29, 2016

Well, to make my position as one (current, for a bit) staffer clear: that *you* lost touch with things is not my worry. It's not the thing I regret. This might simply be because I tend to treat you more as "the guy who kicked things off and so has a board seat" rather than "the carrier of the flame of What The Ethos Of Wikipedia Is". I rely on the community trustees for that, because (1) the community ethos is set by the community, not by what the community looked like in 2001 and (2) having a dependency on any one person is a terrible idea.

So my concern is not that you lost touch with staff. I don't particularly care about any one person. My concern is that the *board* did. My concern is that when staff reached out the Board replied with a letter indicating they had full and unanimous confidence in our leadership. You indicating that you see a problem here and have some sympathy is nice; so is you visiting the office. So is Alice visiting the office. But nice is not sufficient.

Guy Kawasaki, I believe, lives in the bay area (correct me if I'm wrong). Denny works a 10 minute walk from the office. Kelly's org is based in Mountain View. There are a whole host of trustees who could be making it into the office, experiencing the culture and the sentiment and the concerns directly. Why are they not coming in? Why are they not listening to people?

While I appreciate, deeply, both you and Alice coming in, I am unable to shake my concerns that the rest of the board making decisions informed not by their perspectives but by your recollection of your perspectives, is going to be tremendously limiting. We selected these people because we thought they had something to contribute we didn't already have: because their experiences would shape incoming information in new and interesting ways. So let them receive that information, and let them shape it. Let's have an informed board. Because trust isn't great, right now, and this last year should have made us steer *away* from processes with a small bus factor, not towards them.

Heilman Feb 29, 2016

Regarding to Oliver's comment: "My concern is that when staff reached out the Board replied with a letter indicating they had full and unanimous confidence in our leadership."

This statement is not really true. We had a formal vote regarding the ED in November and it was not unanimous. The vote unfortunately has not yet been made public.

-- James Heilman MD, CCFP-EM, Wikipedian

Forsyth Thu Mar 10 2016

Below is a message Jimmy Wales sent to James Heilman and myself on Feb. 29. I mentioned the existence of this message on the list on March 2: https://lists.wikimedia.org/pipermail/wikimedia-l/2016-March/082901.html

I feel this message can provide important insight into the dynamics surrounding James H.'s dismissal, and various people have expressed interest in seeing it, so I'm forwarding it to the list. (For what it's worth, I did check with James H.; he had no objection to my sharing it.)

For context, as I understand it, Jimmy's message was more or less in response to this list message of mine: https://lists.wikimedia.org/pipermail/wikimedia-l/2016-February/082764.html

-Pete User:Peteforsyth

Forwarded message ----------

From: Jimmy Wales
Date: February 29, 2016 6:21:46 AM
To: Pete Forsyth,James Heilman
Subject: A conversation?

James, I wonder if you'd be up for a one on one conversation. I've been struck in a positive way by some of the things that Pete has said and I realize that moving things forward on wikimedia-l, being sniped at by people who are as interested in creating drama as anything else, isn't really conducive to reaching more understanding.

I have some questions for you - real, sincere, and puzzled questions. Some of the things that you have said strike me as very obviously out of line with the facts. And I wonder how to reconcile that.

One hypothesis is that you're just a liar. I have a hard time with that one.

Another hypothesis is that you have a poor memory or low emotional intelligence or something like that - you seem to say things that just don't make sense and which attempt to lead people to conclusions that are clearly not true.

Another hypothesis is that the emotional trauma of all this has colored your perceptions on certain details.

As an example, and I'm not going to dig up the exact quotes, you said publicly that you wrote to me in October that we were building a Google-competing search engine and that I more or less said that I'm fine with it. Go back and read our exchange. There's just no way to get that from what I said - Indeed, I specifically said that we are NOT building a Google-competing search engine, and explained the much lower and much less complex ambition of improving search and discovery.

As another example, you published a timeline starting with Wikia Search. It's really hard for me to interpret that in any other way than to try to lead people down the path of the conspiracy theorists that I had a pet project to compete with Google which led to a secret project to biuld a search engine, etc. etc. You know as well as I do that's a false narrative, so it's very hard for me to charitably interpret that.

Anyway these are the kinds of things that I struggle with.

Sarah Mar 10 2016

On Wed, Mar 9, 2016 at 11:18 PM, Erik Moeller <eloquence at gmail.com> wrote:

> And no, I'm not a fan how things have played out so far, and I'm not > arguing for just moving on without addressing remaining grievances. > But this isn't how we should move forward. >

Erik, what do you see as the alternative?

There is a pattern here. For example, when James was removed in December, Jimmy said he was not releasing information about it out of concern for James.

He wrote: "a man's reputation is at stake here." [1] "Our choice might have been to post something blunt and damaging to him ... Remember, a man's public reputation is at risk here." [2] And "Because a man's reputation is at stake here, I think it wise to take it slow here. I care more about James' future than I care about your foot stamping impatience." [3]

Those posts were troubling – on a par with someone on the Board making James feel that he ought to propose accepting the Knight grant, when in fact he was the one who objected to it. That James proposed it was then held up as evidence that he wasn't telling the truth about other issues. [4]

Is this the kind of Board we want? How are we to move forward if we're not allowed to talk about it?

Sarah

Heilman Mar 10 2016

There is not much one can say in response to an email such as that. During the last month many within the community have come to a similar conclusions as I did back in Oct following seeing the documents surrounding the Knight Foundation grant.

The decision I had pushed for back in November has now been made. While we have lost a lot of amazing people at the WMF, greater losses I believe have been avoided. I would like to thank everyone who stuck through it all and thank all the staff who raised concerns. I heard them loud and clear.

I think we have the opportunity not only to learn a lot from all of this but to become stronger as a movement. I believe we need to make a few changes. We need to remove the ability of the board to remove community elected members "without cause" and without community involvement. We need to have a staff representative at the board table. And I believe Jimmy Wales should stand for community re election (at which I imagine he would succeed).

I am here because what we do matters. The content we create has a positive effect on people's lives. And while I do not plan to go anywhere it is unfortunate that one needs to be so thick skinned within this movement.

James

Forsyth 13 Mar 2015

Thank you for the summary, SlimVirgin. I can add one more piece, maybe helpful. I had a conversation with Doc James on Oct. 28 21, 2015; I remember the date distinctly because it was during Open Access Week; I was on the UCSF campus for an Open Access event, ~~on my way to~~ the week before an OA panel discussion I moderated at the WMF offices. James and I had communicated a little prior to this via email, but this phone conversation was the first time I got a broad sense of how worried he was about things going on with the board. James was careful not to share too many specifics with me, which as I saw it was entirely appropriate since I assumed there were confidential issues at play. (For any who don't know, I had briefly run for the board myself in the race where he was elected. So I had thought a good deal about the topic of dealing with confidential information while working for change; and I was pleased to find that James' words seemed to align with how I would probably approach it in his shoes. FWIW, I stepped out of the running before voting opened, and endorsed James among several other candidates.)

One specific thing James did say, though, was that he was concerned that if was too outspoken about his views -- within the Board of Trustees -- that he was worried he might be removed from the board. I told him I thought that was ridiculous, that while I understood the discomfort of challenging prevailing views, that no reasonable board would ever remove a colleague for following his own conscience -- that indeed, it was his duty to represent what he believed to be in the best interests of the WMF. I pointed out that his position as a community-selected Trustee strengthened that position, that his colleagues would be even less likely to eject him for representing his views, since it would be interpreted as a rebuke of the community. He told me that the Board had the legal right to do so, which came as a surprise to me. (I took his word for it in that discussion, but checked the bylaws myself as soon as our panel discussion was done.)

James did not tell me that any specific Trustee had threaten to remove him specifically; but that was entirely consistent with the care he was taking not to breach confidentiality. I would have been very surprised if he had told repeated to me what a fellow trustee had told him in confidence.

But clearly, the issue was very much on his mind as of October 28, to the point where he was familiar with the bylaws' exact provisions about removing trustees. There are many issues for a Trustee to read and think and learn about; in James' first few months, that was one of the issues that commanded his attention. There must be a reason for that, and the most convincing possible reason I've heard since is that Jimmy Wales brought up the possibility of removing Trustees prior to October 28. In fact, it's the only possible reason I've heard articulated. -Pete (talk) 00:41, 13 March 2016 (UTC)

Dariusz,13 March

"My recollection of what happened is that James was not threatened in relation to the Knights grant." When Dariusz was asked whether Jimmy had said something about removing trustees in relation to any other issue, he did not respond.

Wales 15 March 2016

What digging? Have you found even one person to back up the idea that James was threatened with removal from the board if he didn't support the Knight grant? I haven't, and I've asked around. If someone on the board has backed it up, I'm very interested to hear the story. I think the evidence so far is very much on my side. As I have said all along, "If I do find out that any board member made such a threat, I will be astonished." I have seen nothing to change my mind about that. Have you seen anything?--Jimbo Wales (talk) 11:33, 15 March 2016 (UTC)

Andrew Lih, Liam Wyatt 18 March 2016

Podcast, partly transcribed here.

Denny May 2, 2016

In the following I want to present a personal account of events leading to James’ removal as a Board member, as I remember them. It was written while I was still on the Board, and the Board agreed on having it sent. The text was heavily discussed and edited amongst members of the Board, but in the end it remains my personal account. I realize that it potentially includes post-factum sensemaking, affecting my recollection of events.

October 1 and 2 2015, Dariusz, James, Patricio and I received phone calls from a small number of Wikimedia Foundation staff expressing concerns about the Foundation. They asked explicitly for confidentiality. I wanted to approach the whole Board immediately, but due to considerations for confidentiality, the sensitive nature of the topic, and the lack of an HR head at the time, the others decided against at this moment. Effectively, this created a conspiracy within the Board from then on for the following weeks.

With Patricio’s approval, Dariusz and James started to personally collect and ask for reports from staff. Unfortunately, this investigation was not formally approved by the whole Board. It was also conducted in a manner that would not secure a professional and impartial process. After a few weeks, we finally reached out to the rest of Board members. They immediately recognized the necessity for a separate formal task force which was set up very quickly.

The formal task force was created end of October. This task force involved outside legal counsel and conducted professional fact finding. The first request of the task force to the Board members was to ask for all documents and notes pertaining to the case. Unfortunately, although there has been more than a week of time, this has not happened in full.

The task force presented its result at the November Board meeting, where it was discovered during the second day of the Board meeting that the previous investigation has not provided all available information. Thus, the fact finding had to be extended into the Board meeting. At the Board meeting itself, James in particular was repeatedly asked to share his documents, which only happened on the very last day of the retreat and after several, increasingly vigorous requests. Some members of the Board were left with an impression that James was reluctant to cooperate, even though it was expected that since he participated in an investigation done in an improper manner, that he would be more collaborative to make up for these mistakes.

Due to that lack of transparency and information sharing, the Board retreat in November turned out to be extremely ineffective. If we had all information that was gathered available to the Board in due time, and if that information was gathered more openly in the first place, the Board could have acted more effectively.

I was worried that the confidentiality of the Board would not be maintained, and I was particularly worried about James’ lack of understanding of confidential matters, a perception also fueled by his noncooperation and conduct. Some of his behaviour since unfortunately confirmed my worries. I raised this as an issue to the Board.

While discussing the situation, James remained defensive, in my eyes answered questions partially, and, while formally expressing apologies, never conveyed that he really took ownership of his actions or understood what he did wrong. This lead to a malfunctioning Board, and in order to fix the situation I suggested James’ removal.

I voted for James’ removal from the Board because of his perceived reluctance to cooperate with the formal investigation, his withholding of information when asked for, his secrecy towards other Board members, even once the conspiracy was lifted, and him never convincingly taking responsibility for and ownership of his actions and mistakes. This is why I get triggered if he positions himself as an avatar of transparency. The whole topic of the Knowledge Engine - although it played a part in the events that lead to the November meeting - did not, for me, in any way influence the vote on James’ removal. It was solely his conduct during and following the November meeting.

I am glad to see that, since James’ removal until I left, the Board has been functioning better.

I hope that this account helps a little bit towards renewing our culture of transparency, but even more I hope for understanding. The Board consists of volunteers and of humans - they cannot react in real-time to events, as the Board was never set up to do so. Trustees - myself included - made mistakes. By opening up about them, I hope that we can facilitate a faster and more complete healing process, and also have this knowledge and experience available for future Board members and the community.

Denny

Heilman May 2, 2016

WMF staff reached out to a few chosen Board members, including myself, specifically with a request to maintain confidentiality. They were afraid of retribution. We followed with an earnest but incomplete investigation. In early Oct I pushed for moving the investigation from the initial group of 4-6 board members to the entire board. Instead another subsection of five board members were chosen to continue the investigation (a group which included Denny and Patricio but not myself).

I was involved, along with WMF staff, in preparing a summary of relevant details and submitted this to this new board group. Additionally Patricio, and Denny were cc'ed on the majority of my emails regarding the situation in question, and therefore I had the understanding that they would bring this information forwards. The information I shared was a full reflection of what I had learned during my conversations with staff.

As for my willingness to share all communications with the entire board, I believe I managed to communicate all relevant details without violating the explicit confidence requested of me by staff members. (Note that in later conversations I was informed that it may not be legal for board members to promise confidentiality to individual staff, as our ultimate duty is to the WMF as a whole).

On the other hand, I however, had requested multiple times before the November board meeting to see what information those 5 investigation board members were looking at. I was denied access to these details. Some of the documents contained key information I only become aware of in the last couple of months.

That we were not all looking at the same relevant evidence, I would argue, was one reason why the November board meeting was less than a success.

James Heilman

Dariusz May 4, 2016

Without going into details and reporting on the internal affairs, just to disperse another forming myth: the people contacting us gave us liberty in timing and decision on talking to the others. I also don't believe that James was non-cooperating in his actions. The stubbornness that Denny is referring to is a personal, subjective account of his, which he justly recognizes and emphasizes - and in my view is a matter of perceived attitude (just as Denny writes). I understand that James may be perceived as arrogant, or nonchalant in an organizational sense (as I occasionally am as well - this is typical for academic, legal or medical professions btw). I also agree that any board member in any organization may basically have strong convictions about other members professionalism/conduct/attitude, and that if such feelings cluster (that is, a large majority of a board strongly believe that a single member is unfit, not even necessarily objectively, but in a given subjective configuration) it is natural that this person is removed. Still, I believe that James' removal was a mistake. Even if he had been disruptive at the time (which I'm not commenting on - just observing that some people appear to may have felt this way), the fact that nearly half a year later the issue is still fueling major discussions and conflict clearly shows that the costs for the movement are just huge.

Heilman May 5th, 2016

Following my removal from the WMF board, Jimmy Wales publicly stated

“But in this case, it isn't relevant as this was a removal for cause.--Jimbo Wales (talk ) 08:54, 30 December 2015 (UTC)”

https://en.wikipedia.org/wiki/User_talk:Jimbo_Wales/Archive_201

If I was removed “for cause” by my fellow board members I would like to request a written statement outlining what this cause was. In a Dec 30th, 2015 personal email JW touched on two potential reasons but they are unfounded. If these are indeed the reasons I was removed, I feel a public discussion would be useful. If JW was not speaking in an official capacity and I was not removed “for cause”, I would like to request a statement from the board to that effect.

Sincerely -- James Heilman

Wales May 5th, 2016

I was speaking only for myself, and I am happy to retract the comment fully and without reservation.

The reasons for the removal have been recently put forward with significant clarity in Denny's statement.

I was speaking colloquially in the sense that the removal was not done capriciously or randomly but for reasons that the board thought meaningful. I did not know and do not know the full legal meaning of the phrase "for cause" and meant nothing more than that people had reasons that they thought sufficient.

As I told James before the meeting, I decided to vote with the majority, whatever that may be, on the principle that if he really had lost the support of the rest of the board, he would not be able to function effectively. As I have said, if James were to be re-elected by the community, I would agree with his return to the board.

Heilman May 8th, 2016

Hey User:Peter Damian, I was involved with providing the new investigating committee an in depth report of the concerns we had discovered. I do not believe that me providing specific emails added to what was in that report and was also hesitant to provide them since some of the concerns were collected in confidence. The degree of transparency around the long term strategy of the WMF should be very different from that of private communications with staff.

With respect to Denny's request that I take "ownership" of my actions, I assume he is referring to the claim by some members of the board that I misled staff regarding how the board was going to vote in November. I do not believe I mislead staff. And this has been corroborated by at least some staff.[7] I never guaranteed that the board would make a specific decision or claimed that I spoke for more than 10% of the board. I was open about the fact that I took staff concerns very seriously and voted along the lines of that position. So yes I refused to take ownership for something I do not consider I did.

With respect to Lorente's claim that I breached confidentiality, I am not entirely sure to what he refers. When Lorente made this semi public statement commented on by Oliver here "my concern is that when staff reached out the Board replied with a letter indicating they had full and unanimous confidence in our leadership" he did so without my consent. I did privately clarify this statement and my position to the staff who reached out to me, so he may be referring to my clarification.

[1] Emphasis added

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