[Foundation-l] [Fwd: Re: [Internal-l] In re Executive Director & COO]

[Florence Devouard]

Hello

The two main differences between COO and CEO are that
* the COO is essentially only in charge of the administrative tasks, 
whilst the CEO is in charge of the entire organisation (also Technical, 
Legal, Communication etc...)
* the COO is acting at the operational level whilst the CEO is more at 
the strategic level

The COO, the CTO (Chief Technical Officer), the General Counsel etc... 
are all directly reporting to the CEO, who is their boss.

Let me take a couple of examples to be very practical and make the 
explanation clearer.

This is what should happen ideally (this is not what is the current 
situation at all).

The board has essentially 3 roles
* first, it decides what the mission of the Foundation is. Should the 
Foundation help the production of free content, or support raped women, 
or kids with aids, is the board decision.
* second, it maintains what the mission of the Foundation is. Once a 
mission is chosen, that's the role of the board to ensure the activity 
of the Foundation is indeed going in that direction and not in another. 
To help this, the Board can in particular choose an ED (or CEO), to whom 
it will give the general guidelines to respect, as well as the general 
strategy to follow to achieve the mission.
* last, it is also the Board duty to see that the resources (financial, 
personnel etc...) are used only for the mission stated in the bylaws, 
and not to other means. For example, it should check if funds are 
sufficient, if the funds are used for the goals, if the funds are not 
misused or wasted...

The board should regularly meet to review the various documents provided 
by the staff/volunteers (be it a summary of communication activity, 
audited financial statements, report of last fundraising consequences 
(amount raised, PR crisis etc...), improvement brought to the software, 
budget, clarified need from the community for a new project etc...
The board should, according to these documents, take decisions such as
* approving the budget (and consequently agreeing to hire a CTO, 
agreeing to spend 50% of revenue to buy hardware, or deciding to cut 
funds to Wikimania etc...)
* hiring an ED search firm to find a new ED
* ask the ED to diversify the sources of revenu and aim at having 20% of 
next year revenue from brand marketing, and 5% from DVD sales
* give general guidelines for employement to the ED, such as 1) no 
discrimination, 2) hiring personnel in the entire world rather than USA 
only, 3) always seek to propose a job to the community before outsider, 
4) make sure that all employees have decent health coverage, 5) ethical 
employement (no slave children)

To take these decisions, the board needs all relevant information to 
make sure  it takes informed decisions. It is the role of the chair to 
make sure the board meets when is needed and gets the relevant 
information from all parties. It is also the role of the chair to make 
sure the instructions of the board are understood by the CEO.

Once the CEO has these decisions/guidelines in hand, it is up to him to 
make all that miracouslously happen, with the (sometimes limited) 
resources he had. He has a general strategy in hand, that's up to him to 
insure this happens. That's a hell of a job. That's why he is paid by 
the way.
Let's pick up the decisions taken above.
He needs to hire a CTO. He can consult with the tech team. He can 
contact a search firm, or look around. Ask advice. Meet candidates, 
evaluate them. Discuss the hiring conditions.
When there is an agreeement, he hands out the candidate to the COO.
The COO will make it so that everything is done so that the CTO is hired 
(sign the confidential agreement if needed, set him on the payroll, 
register him to health benefit system, pay the bill so that the CTO has 
a computer on his desk etc...).


Another example. The CEO was asked to diversify revenu resources, as in 
20% from brand marketing. The first thing he needs to take care of is 
that the brands are actually brands ! He goes ask the GC if the brands 
are in all clean order; if not, the GC has to finish registration, fight 
for stolen marks etc... asap, and report to the CEO ("all clear boss 
!"). In the process of registrering the mark, the GC will have some 
bills sent to the Foundation. That's the role of the COO to make sure 
the bills are actually paid properly. To track all expenses. To have the 
record-keeping in full order, to the satisfaction of the auditors.
Meanwhile, the job of the CEO will be to figure out how it can get a 
revenue from the marks. Which marks. Which countries. On which products. 
He may contact a firm monetizing the marks. Will negociate with them 
putting a nice Wikipedia logo on a microwave (could get fired later on 
for that), or can ask to put them on OLPC laptops. May toy with the idea 
of getting money from Britannica in exchange of putting the logo on DVD 
of Wikipedia they would sell. Goes back and forth with the GC and the 
company lawyers to get juicy contracts for brand marketing. Launch the 
deals !
Will start seeeing money flow in.
COO will make him a report of how much money got in and how much got out 
to secure that deal. After one quarter, CEO will provide a report to the 
board indicating things are nicely proceeding.


Another example.
Boss (board) said for general guidelines for employement to the ED, 1) 
no discrimination, 2) hiring personnel in the entire world rather than 
USA only, 3) always seek to propose a job to the community before 
outsider, 4) make sure that all employees have decent health coverage, 
5) ethical employement (no slave children)
CEO will realise that he can not hire easily people out from the USA. He 
will consequently go talk to GC about how feasible it is to do that. 
Then to other known lawyers. He will conclude he needs counsel from an 
international lawyer to understand better. With the help of the 
international lawyer and a local lawyer, he will laid down the rules to 
follow to hire the latest hit developer in Saudia Arabia. But will 
conclude that hiring the PR specialist in China is really really too 
much of a hassle. He plans reporting to the board about that.

Meanwhile, he will have asked the COO to contact the various health 
benefit providers in the USA, ask them what the coverage is. The CEO 
will later decide which health provider to retain based on the 
information given by the COO.
Once the provider is decided, the COO is in charge of making sure that 
all USA employees have health benefits. Setting up the contract with the 
provider, having the documents ready for the employees, asking employees 
to fill them in, setting up the care coverage etc... is the job of the 
COO. He can of course ask other employees (assistants) to help him. 
That's simply his business to make that happen.
After a while, the COO will provide a report to the CEO, saying "all 
clear boss".
The CEO will then report to the board at next board meeting that 1) it 
is now possible to hire in countries A, B and C and 2) all US employees 
have health benefits.

I hope you guess the general idea.
Generally, the board give the general strategy.
The CEO must act creatively to develop a strategy to respect the global 
strategy given by the board. In doing so, he will create many policies, 
develop guidelines.
The COO will make all that happen at the operational level.

All steps are necessary. All roles are mandatory. If the board is 
unsufficient, the global strategy is not done, the CEO can either take 
over the role or spend his day at the pool. If the CEO is unsufficient, 
the Saoudia Arabia guy is never hired. If the COO is unsufficient, the 
employees are not paid.

If any of these steps get too much work to do, things are not working 
well either.

Last point. The difference between CEO and ED is subtle. The ED is more 
introvert. The CEO is more turned toward outside. You may understand it 
better if I say the CEO is the one making the introductory speech at 
Wikimania... not the ED.

Does that answer your question ?

I put this on foundation-l as I think it might be helpful to others.

Anthere


PS: in early 2006, the board was playing the role of Chair, of ED, and 
even of COO.  The board has finally succeeded not to take care of COO 
issues any more. One more step to take not to do CEO job either.

*, Michael Bimmler wrote:

>Hello,
>first, welcome to Carolyn Doran.
>One question though:
>The new position of COO now having been created, what will its effect
>on the job profile of the ED be? I.e. what will be the ED's tasks,
>there being now separate roles for General Counsel and COO?
>Thanks
>Michael
>
>---------- Forwarded message ----------
>From: Anthere <Anthere9 at yahoo.com>
>Date: Jan 27, 2007 2:08 PM
>Subject: [Foundation-l] [Announcement] Welcome to Carolyn Doran
>To: Foundation-l at wikimedia.org
>
>
>The Foundation is pleased to announce the full hiring of Carolyn Doran
>to the current team in St Petersbourg office.
>
>Carolyn is not new ! She has been our part time accountant in the past
>few months, but was working through an interim agency.
>
>Carolyn is now a full time employee, and has seen her role evolve toward
>new responsabilities. She now holds the role of the COO - please see job
>description below. In short, the chief operations officer (COO) is
>responsible for the overall administration and business operations.
>Areas of responsibility include administration, personnel and fiscal
>management. For now, she will be the person in charge of Barbara and
>Danny (for his administrative role), and in the future, any new employee
>working in the administrative area. The WMF board looks forward working
>with her in this new capacity :-)
>
>This position will be re-evaluated upon hiring our future permanent
>Executive Director. I take the opportunity to mention we are moving
>nicely in the direction of finding our new ED, with the recent decision
>to hire a search firm to help us find the best candidate.
>
>Carolyn may be found on irc under the pseudonym Carolyn. Please say
>hello if you run into her online :-)
>
>
>Florence Devouard
>Chair of Wikimedia Foundation
>
>--------
>
>The board agreed upon the following job description.
>
>I. Position summary
>The chief operations officer (COO) is responsible for the overall
>administration and business operations.
>Areas of responsibility include administration, personnel and fiscal
>management.
>This is a full-time position, hired by and directly accountable to the
>Executive Director,
>or to the board of directors through its elected board chair in absence
>of an Executive Director.
>
>II. Responsibilities
>1. Management and administration
>a. Develop and administer operational administrative policies.
>b. Provide information for evaluation of the organization's activities.
>
>III. Fiscal
>a. Ensure effective audit trails.
>b. Approve expenditures.
>c. Provide for proper fiscal record-keeping and reporting.
>d. Submit monthly financial statements to the board of directors.
>
>IV. Personnel
>a. Administer board-approved personnel polices.
>b. Provide for adequate supervision and evaluation of staff with
>administrative role.
>
>V. Board relations
>a. Assist the board chair in planning the agenda and materials for board
>meetings.
>b. Initiate and assist in developing policy recommendations and in
>setting priorities.
>
>VI. Public relations
>a. Ensure appropriate representation of WMF by all employees.
>
>
>
>
>
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>  
>



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