PEN-FM-logo

Your fiduciary responsibilities require you to investigate internal wrong doing.

I am today writing to further discuss why you, as persons with fiduciary responsibilities to the Wikimedia Foundation, need to be concerned with the actions being undertaken by the organization over which it is your responsibility to oversee.  In particular I refer to the attached copy of The California Attorney General’s Guide, Chapter 7, “Directors and Officers of Public Benefit Corporations.”  According to California Attorney General Xavier Becerra, “The guide for Charities was published to give charities the tools they need to comply with our laws.  The Guide seeks to promote the best practices to help directors and officers of charities better understand their responsibilities” (p.2).

Under the section entitled “Director’s Duty of Care” the Attorney General’s Guide states:

Directors also act as fiduciaries.  For instance, each director owes a duty of care to its nonprofit corporation and the corporation’s charitable beneficiaries.  For public benefit corporations, directors are required to perform with the level of care that an ordinary prudent person in a like position would use under similar circumstances.  This includes making reasonable inquiries as needed (Corp. Code §5231, subd. (a).).

To ensure the duty of care is met, a director should review the corporation’s articles of incorporation and bylaws to better understand the corporation’s mission, and the expected roles and responsibilities of directors and officers.  Directors are also obliged to be informed about the nonprofit organization’s programs and operations.

. . . Before making any decision, directors should request and obtain all necessary background information and reports to promote informed decisions.  Directors should use their own judgment in voting, and not simply follow the lead of other board members, or adopt the recommendations of management or staff.  A director should not be afraid to ask questions at board meetings or request that matters be decided at a later date to allow for more in-depth deliberation.

. . .

If directors do not abide by the duty of care owed to their public benefit corporation they may be held personally liable to the corporation. (P. 56)

Officers who are not also directors also stand in a fiduciary relationship.  “As a result, officers must use their ability to control the corporation in a fair, just and equitable manner.  Officers must refrain from doing anything that harms the corporation. In fact, officers who breach their fiduciary duty to the corporation may be liable for any damage their actions or inaction caused. (p. 55-56)

In light of your fiduciary duties it is incumbent upon you to review the attached article Wikipedia: J’accuse, one of fifty scholarly works we have published on Wikipedia and its management, or lack thereof.   The article details how the core commitments of Wikipedia are not observed in practice, in spite of the fiduciary duty of every trustee and officer to adhere to the Foundation’s rules, policies and mission statements. These are just three examples:

1  The “free encyclopedia anyone can edit” contains a collection of editorial and administrative cabals that strictly control what can be read.  Nothing can be edited except as approved by the cabal members.

2  Conflict of interest rules are not worth the digital paper on which they appear.  Editors are routinely paid by interested parties to edit Wikipedia articles to suit the desires of their masters, thereby destroying any trust in an honor based editing system.  This tolerance of conflicts of interest starts at the top, as co-founder and trustee Jimmy Wales has a history of using Wikipedia’s communicative power to reward his friends and punish his enemies.

3  The conflicts of interest extend to the promotion of chosen politicians and political candidates and the discrediting of others, all strictly prohibited activities for a charitable corporation.

Every fiduciary has already been put on notice and we are doing so again.  If a fiduciary or officer knows of actions taking place that are detrimental to the Foundation and its stated purpose and chooses to take no action or look the other way, then that fiduciary or officer is, under the law, personally responsible for the consequences.  It’s your choice.

                                                                                                                                                                                                                                             Very truly yours,

                                                                                                                                                                                                                                              Neal S. Greenfield\

Wikipedia J’ Accuse (Document)