Bonjour,
I have this idea for some time : Define different levels of accountability
for the different organizations of the Wikimedia movement, depending
on the amount
of money they manage.
We can define 5 or 6 levels and for each level, a range of accountability
criteria. The more high the level is, the more stringent are the criteria.
For each level, a maximum amount of money is also defined. We can also
consider date of creation for new organizations for the first levels.
For example:
Level A1: organization existing for less than 2 years and wants to manage less
than $ 20,000
Level A2 : organization has existed for more than 2 years and wants to
manage less than $ 20,000
Level C: for organizations which wants to manage between 20,000 and $
100,000
Level C: for organizations which wants to manage between 100,000 and $
500,000
Level D: for organizations which wants to manage between 500,000 and $ 2
million
Level E: for organizations which wants to manage over $ 2 million
*Number of level and figures here are just provided for information.*
In addition to compliance with their national accounting and tax rules, WM
organizations would have also to meet the "accountability level" to be able
to handle the level equivalent money amount.
These criteria must be defined in the movement by an ad hoc committee and
easily verifiable. Each year the committee checks that organizations meet
criteria for the level they ask for and announce publicly the level of each
organization and the not complied points in case of refusal of a level for
a given organization.
This "levels system" would allow a greater accountability transparency in
the movement, it will make the various organizations know which level of
accountability they must meet without discouraging new or small
organizations with excessive criteria (in view of the risk with the amount
of money). It will also provide a known pathway and an possibility of
anticipation for demanded accountability for growing organizations which be
able to establish the necessary organization or recruitment to take a step
forward.
What do you think of the idea?
Thierry
--
Thierry Coudray
Administrateur - Trésorier
Wikimédia France <http://www.wikimedia.fr/>
Mob. 06.82.85.84.40
http://blog.wikimedia.fr/
FYI, in case anyone is interested in reading up on an interesting regulatory issue facing one of the chapters, the Estonians are involved in a back-and-forth with their national tax agency around tax exempt status. Here's a blog post they did:
http://wikimediaeesti.wordpress.com/2011/11/28/heategevuse-toeline-tahendus/
(in Estonian which Google Translate does its usual mediocre job on)
-s
Hi Garfield,
I completely agree that this is one of the fundamental issues at hand so
I've split it from the thread about WMIL.
I still don't have a clear opinion about this but my perliminar thought are
as follows: what is it that we do?
1. We increase participation (e.g. recruiting new editors)
2. We preserve participation (e.g. keeping old editors active)
3. We're approaching to release content (i.e. through GLAM)
4. We're creating new content (i.e. through editing contests)
5. We're improving content (i.e. through various cooperation with academic
institutes)
6. Add yours...
I believe that once we'll find out what it is that we're doing it'll be
easier to know what is it that needs funding. For example, if we're talking
about GLAM, then releasing 50 images is a good result but 200 images is a
better one. Cooperation with an academic institute that yields less than 5
articles is insufficient (just an example).
Personally, I believe that anything that is not measured, does not exist
and hence should not be funded.
Tomer Ashur
Chairman
Wikimedia Israel (Personal opinion)
On Fri, Jan 6, 2012 at 8:56 PM, Garfield Byrd <gbyrd(a)wikimedia.org> wrote:
> Hello:
>
> In order for us to be accountable to each other we need think about what
> metrics we are going to use to measure the effectiveness of how we spend
> money. If we have agreed upon metrics then anyone, given that we publish
> just about everything, can see if the way we are spending money in a way
> that gets the desired outcomes. For example, if we fund a GLAM project we
> should be able to agree on what some of the measures of success (I say
> "some of the measures" because projects will have both quantifiable and
> non-quantifiable outcomes) are for that GLAM project. With this data we
> can determine what projects we should be spending money on or which
> projects are not meeting objectives and need to canceled or modified.
>
> Garfield
>
>
> On Fri, Jan 6, 2012 at 6:56 AM, Tomer Ashur <tomerashur(a)gmail.com> wrote:
>
>> @Stu, The Audit committee is a separate entity from the board. The
>> Israeli law requires that there will be no overlap. As for the terms,
>> though we're not there yet (We're having hard time to find people willing
>> to serve in the board) it sounds like good planning. I'll try to
>> incorporate this into my proposal.
>>
>> About the general question. I think the answer is yes, and external
>> entity *can* do the "mission" auditing. This is much like the question
>> whether a Management consultant or an industrial engineer is able to
>> increase productivity. Such an external auditor is expected to meet with
>> the board, interview people on the executive level plus people in the
>> mid-level, read the plans, the goals and all the other papers we tend to
>> produce, learn the subject and write its report.
>>
>> I'm really a very small fan of how the Israeli bureaucracy works so I
>> don't expect the government to be able to do that but I do think that this
>> is theoretically feasible.
>>
>> @Theo, as I said, the government can create any office they want. As long
>> as the people in this office are lazy, things will remain the same. So at
>> least on our case, this does not make us more accountable.
>>
>> Tomer Ashur
>> Chairman and Treasurer
>> Wikimedia Israel
>>
>>
>> On Thu, Jan 5, 2012 at 4:00 PM, Theo10011 <de10011(a)gmail.com> wrote:
>>
>>> Hiya Stu
>>>
>>> One of my proposal/suggestions from several months ago when we were
>>> having a discussion about chapter fundraising on Internal, was a "Movement
>>> Auditor" who would work in conjunction with the wider community. I had
>>> specific ideas about how this could work and how to avoid the "volunteer
>>> fatigue" most other committees suffer from. It was actually one of 6 ideas
>>> I had at the time to come up with a structural solution for accountability
>>> for the entire movement. WMF and all chapters receiving donor money would
>>> be subject to one audit per year, with all records kept publicly.
>>>
>>> I actually went further, and came up with a draft and a model for how
>>> this would work. As I said, this was one of 6 proposals that I never got a
>>> chance to discuss or even propose at the time. :(
>>>
>>> Anyway, I'd love to know what others think.
>>>
>>> Regards
>>> Theo
>>>
>>> On Thu, Jan 5, 2012 at 6:17 AM, Stuart West <stu(a)wikimedia.org> wrote:
>>>
>>>> That's a great question, Theo.
>>>>
>>>> I have a broader one for the whole list. Do you think any outsider
>>>> (e.g. an independent auditor, or government agency) could effectively do a
>>>> "mission" audit? So could a government agent, or the public auditor (Commissaire
>>>> aux comptes) that Thierry described a few months ago, actually be an
>>>> effective judge of whether an organizations activities/spending are both
>>>> consistent with the Wikimedia global vision and reasonably effective in
>>>> pursuing it?
>>>>
>>>> My instinct is that given the complexity of our movement's goals and
>>>> structure that just couldn't work. Instead, i suspect we'll need to find a
>>>> solution where people inside our community do accountability reviews around
>>>> the global mission. I don't know who that would be -- a peer review
>>>> committee of other movement entities? a special review committee like the
>>>> GAC? the WMF? -- but it feels to me like it couldn't be say KPMG or the
>>>> IRS.
>>>>
>>>> -s
>>>> WMF
>>>>
>>>> On Jan 4, 2012, at 3:39 PM, Theo10011 wrote:
>>>>
>>>> Hey Tomer
>>>>
>>>> I am wondering about something. A lot of countries have this regulation
>>>> aside from the tax agency requirement, you mentioned it as NGO "proper
>>>> process certification". I recall Theirry from WMFR and a couple of other
>>>> european chapters also mentioning something like this last year.
>>>>
>>>> I also know, several countries mostly in the global south, that do not
>>>> have this requirement aside from the legal tax agency record publishing one.
>>>>
>>>> I am trying to gauge if this makes a chapter more accountable? is the
>>>> process more comprehensive and analytical than just record publishing? I
>>>> wonder if this changes the view on accountability for certain chapters
>>>> depending on the legislation of the country.
>>>>
>>>> Regards
>>>> Theo
>>>>
>>>>
>>>>
>>>> On Sun, Jan 1, 2012 at 8:34 AM, Tomer Ashur <tomerashur(a)gmail.com>wrote:
>>>>
>>>>> Okay... I'm willing to go second. I thank Stu for starting this topic.
>>>>>
>>>>> I'll try to write this from my mind stream. I'm writing this both as
>>>>> WMIL chairman and as its treasurer. Some of the things I'll write are my
>>>>> personal views (some are reflected as board resolutions and some aren't).
>>>>> I'll try to use italic font whenever I'm expressing an opinion rather than
>>>>> actual facts.
>>>>>
>>>>> *Overview*
>>>>> Wikimedia Israel is an Israeli charitable non-government organisation.
>>>>> It was established and registered on 2007. Our primary governing
>>>>> document are the bylaws <http://www.wikimedia.org.il/Bylaws>.
>>>>>
>>>>> *Governance*
>>>>> The bylaws gives us a general framework for our activities. The actual
>>>>> decision making is done in the board. The board is a group of 5 people
>>>>> elect by the general assembly. We used to have board meetings every month
>>>>> but lately due to some personality changes we shifted the center of
>>>>> decision making to emails and chats via gmail chat.
>>>>>
>>>>> The audit committee is a two members committee responsible for
>>>>> checking that the chapter's expenditures is done according to its
>>>>> objectives (as defined by the bylaws) and that the decision was made using
>>>>> a proper decision making process. The audit committee is part of the
>>>>> board's mailing list and is invited (and usually come) to the board
>>>>> meetings.
>>>>>
>>>>> The general assembly is the group of all chapter members. The bylaws
>>>>> states that the general assembly should meet once a year to approve all
>>>>> financial reports.
>>>>>
>>>>> There are several ways to be part of the chapter. A member must be a
>>>>> person above 18, with previous history of contribution to free content
>>>>> projects. Until lately, being a member was subject to an annual fee. We've
>>>>> tried several fares until recently we've decided that the whole annual
>>>>> membership fee is more of a hassle than a joy and decided to replace them
>>>>> with entrance fee (or, in legal terms: membership fee for 99 years). A
>>>>> person which is not above 18 or has no previous history contributions to
>>>>> free content can join the chapter as a fellow. Someone who wished to
>>>>> contribute the chapter without paying the membership fee is an activist (or
>>>>> a contributor). Both fellows and activists enjoy the same rights as members
>>>>> apart from the right to vote in general assemblies or offer themselves for
>>>>> official roles. Whenever someone wants to join the chapter we express that
>>>>> we prefer activists over members and that there's no need to pay in order
>>>>> to be part of the good stuff we do.
>>>>>
>>>>> *Opinions and Future Plans about Governance*
>>>>> *Since its founding it felt like the chapter belongs to its board.
>>>>> We're now at the process of changing that. Instead of holding the
>>>>> assemblies at someone's house we're renting a meeting space per hour. We
>>>>> urge the members to participate the assembly and ask them to give a brief
>>>>> overview of projects they're running.
>>>>> **
>>>>> The bylaws does not define a specific time period for which the board
>>>>> is elected. This had led previous members of the board to the belief that
>>>>> they were appointed (much like the Pope or the Queen of England) for life.
>>>>> We're now looking for the proper way to change the bylaws so that the board
>>>>> will be elected for a period of one year and the general assembly will have
>>>>> to re-elect every member after this period (I'd also like to set a maximum
>>>>> term period but this doesn't seem to be in consensus). In any case, the
>>>>> board have been completely replaced during the last two years. This seemed
>>>>> to bring new blood to the chapter (However, I'm biased on this: I'm one of
>>>>> those who were elected instead of the "old board" members). *
>>>>>
>>>>> *Finance\Legal:*
>>>>> Our main finance method was the annual fundraising. We are trying (and
>>>>> usually succeed) running a low budget-high impact projects. Whenever we do
>>>>> need a budget, we either find a sponsor (like we did with Wikimania or our
>>>>> Africa project) or we ask for a grant from the foundation (like we did with
>>>>> the 10th anniversary event). We have some reserve money and we have good
>>>>> ties with other organisations with more money.
>>>>>
>>>>> We usually don't have legal problems. When someone bugs us with a
>>>>> cease and desist letter we send him to pursue the WMF. That usually does
>>>>> the work.
>>>>>
>>>>> Our most valuable asset is our relationship with the community. This
>>>>> allows us to initiate projects with other organisations. Since we cannot
>>>>> bring money to these collaborations we bring our collective wisdom and
>>>>> workforce. We have good reputation and other organisations see the added
>>>>> value we can bring to projects. We also have an excellent spokesman which
>>>>> can create PR interest in the projects
>>>>>
>>>>> We do not employ. We sometimes (*and I wish we would do that more*)
>>>>> hire a contractor for a specific task.
>>>>>
>>>>> *Transperancy *
>>>>> We publish all board and GA minutes in our website. Despite the fact
>>>>> that the law oblige us only toward the GA we see the entire Hebrew
>>>>> Wikipedia community as stackholders. We invite them through the village
>>>>> pump to meetings and ask for their input about the minutes we publish.
>>>>>
>>>>> *Government regulation*
>>>>> The chapter is subject to two regulators. Our financial and annual
>>>>> reports are subject to auditing from the IRS. We submit those reports
>>>>> annually like any other legal entity in Israel (let that be a
>>>>> charitable-NGO, company or a self-employed). In addition to the IRS we're
>>>>> subject to the "NGO-registrar" (*this seems like a good translation*)
>>>>> which checks our activities to verify and gives "proper process
>>>>> certification" (Another inaccurate but sufficient translation).
>>>>>
>>>>> Both the IRS and the registrar does not waste much time about NGO's in
>>>>> our scale. They usually automatically approve our reports and issue
>>>>> whatever we need.
>>>>>
>>>>> *Planning
>>>>> *To date, we didn't excel in planning. 2012 was the first year in
>>>>> which we were able to come up with a work plan on Decmeber (we also
>>>>> approved retroactively the work plan for 2011 on that date :) ).
>>>>> Israel has a long improvising tradition. So the work plan is somewhat
>>>>> subject to changes during the year.
>>>>>
>>>>> At the general assembly the board display the work plan. If during the
>>>>> assembly there are objections to the plan we put it to vote. Otherwise, it
>>>>> is automatically approved.
>>>>>
>>>>> That's about it. I'm available to any question.
>>>>>
>>>>> Tomer Ashur
>>>>> Chairman & Treasurer
>>>>> Wikimedia Israel
>>>>>
>>>>>
>>>>> _______________________________________________
>>>>> Treasurers mailing list
>>>>> Treasurers(a)lists.wikimedia.org
>>>>> https://lists.wikimedia.org/mailman/listinfo/treasurers
>>>>>
>>>>>
>>>> _______________________________________________
>>>> Treasurers mailing list
>>>> Treasurers(a)lists.wikimedia.org
>>>> https://lists.wikimedia.org/mailman/listinfo/treasurers
>>>>
>>>>
>>>>
>>>> _______________________________________________
>>>> Treasurers mailing list
>>>> Treasurers(a)lists.wikimedia.org
>>>> https://lists.wikimedia.org/mailman/listinfo/treasurers
>>>>
>>>>
>>>
>>> _______________________________________________
>>> Treasurers mailing list
>>> Treasurers(a)lists.wikimedia.org
>>> https://lists.wikimedia.org/mailman/listinfo/treasurers
>>>
>>>
>>
>> _______________________________________________
>> Treasurers mailing list
>> Treasurers(a)lists.wikimedia.org
>> https://lists.wikimedia.org/mailman/listinfo/treasurers
>>
>>
>
>
> --
> Garfield Byrd
> Chief of Finance and Administration
> Wikimedia Foundation
> 415.839.6885 ext 6787
> 415.882.0495 (fax)
> www.wikimediafoundation.org
>
> _______________________________________________
> Treasurers mailing list
> Treasurers(a)lists.wikimedia.org
> https://lists.wikimedia.org/mailman/listinfo/treasurers
>
>
Okay... I'm willing to go second. I thank Stu for starting this topic.
I'll try to write this from my mind stream. I'm writing this both as WMIL
chairman and as its treasurer. Some of the things I'll write are my
personal views (some are reflected as board resolutions and some aren't).
I'll try to use italic font whenever I'm expressing an opinion rather than
actual facts.
*Overview*
Wikimedia Israel is an Israeli charitable non-government organisation. It
was established and registered on 2007. Our primary governing document are
the bylaws <http://www.wikimedia.org.il/Bylaws>.
*Governance*
The bylaws gives us a general framework for our activities. The actual
decision making is done in the board. The board is a group of 5 people
elect by the general assembly. We used to have board meetings every month
but lately due to some personality changes we shifted the center of
decision making to emails and chats via gmail chat.
The audit committee is a two members committee responsible for checking
that the chapter's expenditures is done according to its objectives (as
defined by the bylaws) and that the decision was made using a proper
decision making process. The audit committee is part of the board's mailing
list and is invited (and usually come) to the board meetings.
The general assembly is the group of all chapter members. The bylaws states
that the general assembly should meet once a year to approve all financial
reports.
There are several ways to be part of the chapter. A member must be a person
above 18, with previous history of contribution to free content projects.
Until lately, being a member was subject to an annual fee. We've tried
several fares until recently we've decided that the whole annual membership
fee is more of a hassle than a joy and decided to replace them with
entrance fee (or, in legal terms: membership fee for 99 years). A person
which is not above 18 or has no previous history contributions to free
content can join the chapter as a fellow. Someone who wished to contribute
the chapter without paying the membership fee is an activist (or a
contributor). Both fellows and activists enjoy the same rights as members
apart from the right to vote in general assemblies or offer themselves for
official roles. Whenever someone wants to join the chapter we express that
we prefer activists over members and that there's no need to pay in order
to be part of the good stuff we do.
*Opinions and Future Plans about Governance*
*Since its founding it felt like the chapter belongs to its board. We're
now at the process of changing that. Instead of holding the assemblies at
someone's house we're renting a meeting space per hour. We urge the members
to participate the assembly and ask them to give a brief overview of
projects they're running.
**
The bylaws does not define a specific time period for which the board is
elected. This had led previous members of the board to the belief that they
were appointed (much like the Pope or the Queen of England) for life. We're
now looking for the proper way to change the bylaws so that the board will
be elected for a period of one year and the general assembly will have to
re-elect every member after this period (I'd also like to set a maximum
term period but this doesn't seem to be in consensus). In any case, the
board have been completely replaced during the last two years. This seemed
to bring new blood to the chapter (However, I'm biased on this: I'm one of
those who were elected instead of the "old board" members). *
*Finance\Legal:*
Our main finance method was the annual fundraising. We are trying (and
usually succeed) running a low budget-high impact projects. Whenever we do
need a budget, we either find a sponsor (like we did with Wikimania or our
Africa project) or we ask for a grant from the foundation (like we did with
the 10th anniversary event). We have some reserve money and we have good
ties with other organisations with more money.
We usually don't have legal problems. When someone bugs us with a cease and
desist letter we send him to pursue the WMF. That usually does the work.
Our most valuable asset is our relationship with the community. This allows
us to initiate projects with other organisations. Since we cannot bring
money to these collaborations we bring our collective wisdom and workforce.
We have good reputation and other organisations see the added value we can
bring to projects. We also have an excellent spokesman which can create PR
interest in the projects
We do not employ. We sometimes (*and I wish we would do that more*) hire a
contractor for a specific task.
*Transperancy *
We publish all board and GA minutes in our website. Despite the fact that
the law oblige us only toward the GA we see the entire Hebrew Wikipedia
community as stackholders. We invite them through the village pump to
meetings and ask for their input about the minutes we publish.
*Government regulation*
The chapter is subject to two regulators. Our financial and annual reports
are subject to auditing from the IRS. We submit those reports annually like
any other legal entity in Israel (let that be a charitable-NGO, company or
a self-employed). In addition to the IRS we're subject to the
"NGO-registrar" (*this seems like a good translation*) which checks our
activities to verify and gives "proper process certification" (Another
inaccurate but sufficient translation).
Both the IRS and the registrar does not waste much time about NGO's in our
scale. They usually automatically approve our reports and issue whatever we
need.
*Planning
*To date, we didn't excel in planning. 2012 was the first year in which we
were able to come up with a work plan on Decmeber (we also approved
retroactively the work plan for 2011 on that date :) ). Israel has a long
improvising tradition. So the work plan is somewhat subject to changes
during the year.
At the general assembly the board display the work plan. If during the
assembly there are objections to the plan we put it to vote. Otherwise, it
is automatically approved.
That's about it. I'm available to any question.
Tomer Ashur
Chairman & Treasurer
Wikimedia Israel
To begin sharing ideas and best practices, let's start threads on the governance/accountability/transparency practices at each of our organizations. I'll go first with my views on the Wikimedia Foundation. A few others from the WMF are on this list too. Please add new thoughts or help answer questions!
I want to thank Thierry for his note to Foundation-l in late August covering many of these issues for Wikimedia France. That was fascinating for me and helped inspire my interest in this list. Thierry, maybe you could update that email and send it around to this list on a new thread?
This will be long, and may be repetitive for many of you. But I think it is important to share a thorough overview. It would be great if others could aim for the same level of detail / section headings when introducing their own organizations. I'm really interested in learning from what you all are doing.
WMF Overview
The Wikimedia Foundation is a U.S.-based non-profit corporation created in 2003. It received tax-exempt status in 2005. Its primary governing document is the bylaws at http://wikimediafoundation.org/wiki/Bylaws. The Foundation is the holder / owner of the trademarks, including Wikimedia and Wikipedia, and the operator of most of the websites used by the projects.
Governance
The Foundation’s governing body is its Board of Trustees. As a U.S. non-profit, the Foundation has some flexibility setting size and composition of its Board. We decided in early 2008 to have 10 members. The editing community (mostly) elects three seats in odd years (e.g. 2009, 2011). The Chapters as a group appoint two seats in even years (e.g. 2010, 2012). The founder seat is for Jimmy Wales. The Board itself appoints the four remaining members to bring necessary expertise to the Board. Board member serve for two years terms.
With appointed members, we attempt to identify gaps between the existing membership and the skills we need to fulfill our duties. For example, the Board identified financial, auditing, and organizational governance experience as an important skill to have. Since we have not typically found that in the community elected/appointed members, the Board sought out someone with that background. That’s me.
Not all Board seats have been filled at all times, but we currently do have the full 10 members. There's a lot of work to do, and a lot of perspectives to consider, so having a full Board is really good.
Each year at Wikimania, the Board elects four officers: A Chair, a Vice-Chair, a Treasurer, and a Secretary. A few years ago we wrote detailed definitions for three of those roles: http://wikimediafoundation.org/wiki/Chair, http://wikimediafoundation.org/wiki/Treasurer, and http://wikimediafoundation.org/wiki/Secretary. The Vice-Chair role is mostly to be backup to the Chair and is typically included on all communications with the Chair.
We try to have different trustees in each officer role. Last year I was both Vice-Chair and Treasurer. It got to be too much work for one person, though, and we are sensibly back to one-person, one-office this year.
It can sometimes be challenging to have everyone focus on something at the same time, so we’ve experimented with another informal role of “whip.” That's a term I’ve heard in U.S. and U.K. politics to describe someone who is responsible for collecting votes, keeping us on schedule, etc. We’ve had mixed success with that role, though. It's hard for someone to always be the “bad guy.”
The Board has delegated duties to three formal Board committees: an Audit Committee which I chair, a Human Resources committee responsible primarily for evaluating the Executive Director and for overseeing compensation, and a Board Governance Committee responsible for assisting in governance matters. We've only written a formal chatter for the Audit Committee (http://wikimediafoundation.org/wiki/Audit_charter) but I wish we had more because it is really helpful to set clear expectations.
The Audit Committee was, at first, quite small and comprised mostly of Board members. But we found that fairly few trustees from the community had both the experience and the time to focus on its work. So for the 2009-2010 year we switched to a model where one trustee leads the Audit Committee (me), and then we reach out broadly to the community for members. We've had great success with that model, and continue to have really valuable participation from community members. Membership history is at http://wikimediafoundation.org/wiki/Audit_committee. The Board's Chair and the ED sit in on meetings.
Because of early investments in movement-wide fundraising, the Board has been able to hire a staff. It no longer plays an operating one. We do not get involved day to day in the operations of the foundation. We do not hire staff, other than the executive director. We do not interact with staff in a governance or management role, though we do often in community work.
The Board really has two primary duties: fulfill our governance obligations and hire/evaluate the Executive Director. Most of us also view us as having an additional less-defined but really important third role as one of the movement-wide leadership/decision-making bodies for Wikimedia.
All Board members are volunteers. The time commitment is less than it used to be but is still quite significant. I estimate it's about 5 hours a week just for board work (excluding editing/community work), plus 10-12 days of meetings/travel each year. The Board meets in person three or four times a year and on IRC a few more times a year.
We maintain a Board manual with lots more information at http://meta.wikimedia.org/wiki/Board_manual. We use this regularly as a reference for ourselves. We also use it to introduce potential new trustees to the role.
Finance/governance/legal staff
Currently we have a chief of finance and administration (Garfield Byrd), a Controller (Tony Le), and a small finance staff. We also have a General Counsel (Geoff Brigham) and a small legal staff. More details on staff are at http://wikimediafoundation.org/wiki/Staff_and_contractors.
Transparency
The two primary vehicles we use for transparency are the Foundation’s website at http://wikimediafoundation.org and of course Meta. The staff publishes activity and technology reports each month at http://meta.wikimedia.org/wiki/Foundation_reports. The staff also publishes semi-annual financial reports and government filings at http://wikimediafoundation.org/wiki/Financial_reports. The Board publishes its minutes at http://meta.wikimedia.org/wiki/Foundation_reports and its resolutions at http://wikimediafoundation.org/wiki/Resolutions.
Financial audits
In the U.S., independent auditors focus on the financial statements and controls behind them, testing management's draft results against transaction records and against U.S. GAAP. The WMF's Audit Committee has engaged the San Francisco office of global auditors KPMG in 2008. Previously, the WMF had worked with a small Florida auditing firm called Gregory, Sharer & Stuart. KPMG's latest audit is at http://upload.wikimedia.org/wikipedia/foundation/a/ac/FINAL_10_11From_KPMG.…. Like many U.S.-based non-profits, our fiscal year ends on June 30, mostly because it’s cheaper to get auditors in the off-cycle and it gives more time to catch up on end-of-year fundraising paperwork.
Government regulation
The primarily federal regulator of non-profits in the U.S. is the Internal Revenue Service, which grants non-profit status and requires annual public filings of our activities. This Form 990 is due about nine months after the end of our fiscal year and the WMF usually file in March or April. The most recent Form 990 is at http://upload.wikimedia.org/wikipedia/foundation/1/1c/WMF_2009_2010_Form_99…. The WMF is also subject to the state laws of Florida (where it is incorporated) and California (where it is headquartered). There are also registration requirements around fundraising in many of the 50 states in the U.S.
Mission oversight/planning/accountability
The financial audit and IRS filings cover financial reporting, controls, and transparency. They do not substantially address whether the Foundation's activities are consistent with the mission. IMHO, no one from outside our community could have a big impact in this role.
So this duty falls to the Board. Here's a summary of the framework we use.
First, a few years ago the Board commissioned a five-year strategy plan to identify top focus areas. We did this through a fantastic community-driven process. The result was the plan at http://strategy.wikimedia.org/wiki/Wikimedia_Movement_Strategic_Plan_Summary, which continues to be a guide on priorities and objectives.
Second, each year in the early Spring the Executive Director and her staff put together an annual operating plan. The ED typically gives the Board a high-level summary of her thinking sometime in January or February. The she and her team prepare a detailed plan. As Treasurer, I review this thoroughly with the ED and give extensive feedback both on high-level issues and, since I have experience budgeting, on planning issues.
Third, we then have a series of increasingly detailed reviews with the full Board. We typically focus on whether the high-level objectives of the annual plan are a) consistent with the mission and the strategy plan and b) achievable. We each try to reach out to people in the community to collect feedback/ideas as part of our reviews. As Treasurer, I give my recommendation to the Board on the plan. Then we have a vote. Typically, the Board approves the annual plan in late June and the staff publishes it around the July 1 beginning of our fiscal year. The plan for this year is at http://upload.wikimedia.org/wikipedia/foundation/3/37/2011-12_Wikimedia_Fou….
Finally, each year the Board reviews the performance of the Executive Director against the mission objectives/deliverables laid out in both the annual plan and the strategic plan.
Wrap-up
OK. That's all i can type today. Thanks for your patience with the long note. I wanted to get us all off to a good start on sharing different approaches on these issues. I’m happy to answer any questions. And I’m excited to hear similar overviews for other organizations. Who's next?
-s
ps -- In case others are interested, I’ll cross-post to my blog wikistu.org when I have a chance.
===============
Stuart West
Board member
Wikimedia Foundation
stu(a)wikimedia.org
===============
Stuart West
Board member
Wikimedia Foundation
stu(a)wikimedia.org
Hello my fellow fiduciaries,
As the Wikimedia DC treasurer, one of my responsibilities is to
segregate funds so that money intended for a particular activity is
used on that activity. For instance, when the Wikimedia Foundation
graciously awarded us a $5100 grant earlier this year, I made sure to
classify it as a separate asset account so that only items pertaining
to the objective of the grant could be spent with that money. Of
course you all know what the pitfall of earmarked donations is: you're
less capable of prioritizing spending, allocating money where it is
most needed. Charities generally prefer unrestricted gifts for this
reason.
Yet in the course of soliciting organizations for money, you want to
be able to sell them sometimes. "Contribute to Wikimedia DC, and you
will make [Event] possible." If a sponsoring organization is giving
for the sake of
[Event], but you end up running a budget surplus, you will want to
re-allocate that money. (The assumption here is that donations are
governed by contracts that require money to be used toward a specific
function.) I am wondering what the best solution is so that money is
used in as non-restrictive a sense as possible while the donor gets
what they want. I am thinking that in exchange for imposing no
restriction on the gift, the donor receives some kind of perquisite
(such as a banner or poster), but the donor is going to get that
anyway. What are your thoughts?
For the American subscribers to this mailing list, when donors earmark
their donation by simply requesting that it go toward a particular
purpose but otherwise not requiring any sort of contract, to what
extent would we be obligated to honor that request under law?
--
James Hare
Now that we've had some time for people to sign up for the list (28 so far), let's kick things off. I'd like to start with something that's worked well on both the gendergap and developing countries lists: quick personal introductions and then description of why we're interested in this topic and what we hope to get out of the list.
I'll go first.
My name is Stu West and I'm a volunteer on the Wikimedia Foundation's board of trustees. I am the Board's Treasurer and chair of its Audit Committee. I've been involved with Wikipedia for about 5-6 years, and on the Board since early 2008. My day job is in Silicon Valley, where I've worked for private and publicly-traded technology companies in roles including CFO.
I'm really interested in governance/transparency/accountability issues for a few reasons. In my role as WMF Treasurer, it's my responsibility to focus on these. More broadly though, my personal point of view on Wikimedia is very long term. I'm really amazed at what our community has accomplished, and want to ensure we continue to have a huge and growing impact for the next 100 years. To do that, I think we'll need to give our community the best possible organizational/legal/governance support.
As for this list, I'd like it to be a place for high-quality sharing of ideas and best practices around governance/transparency in our movement. I hope we can attract a significant portion of the treasurers, finance staff, and even Audit Committee members. I hope it can be a great way for all of us to learn from each other and hope we can have lots of emails asking for advice/support/ideas from one another. Finally and most importantly, I hope we can use this list to plan Wikimania beers and other in person get-togethers.
Who's next?
-s
Begin forwarded message:
> From: Stuart West <stu(a)wikimedia.org>
> Subject: New "treasurers" mailing list
> Date: November 10, 2011 12:15:12 PM PST
> To: "internal-l" <internal-l(a)lists.wikimedia.org>
>
> I set up a new public mailing list called treasurers(a)lists.wikimedia.org for discussing and sharing best practices in financial reporting and financial transparency across the Wikimedia movement. The primary intended membership is treasurers, audit committees, and finance staff of movement organizations, but the list is public and anyone interested in financial reporting and transparency is welcome. This list is archived publicly.
>
> You can subscribe here:
> http://lists.wikimedia.org/mailman/listinfo/treasurers
>
> Please take a moment to forward this on to your favorite Treasurer or finance staffer. Thanks.
>
> (I thought about just using internal but decided against because a) there's lots of traffic on it already and b) i'm not sure all our various treasurers both subscribe to and read internal regularly.)
>
> -s
>
> ===============
> Stuart West
> Board Treasurer
> Wikimedia Foundation
> stu(a)wikimedia.org
*Amical overview*
The association was formally created in 2009. The situation is provisional
pending the negotiation of some form of recognition with WMF that can lead
to change the bylaws or to dissolve it and create a new one. Currently is
registered only in Catalonia according to the Catalan Civil Code.
Since the 2011 it is one of the 67 organizations recognized by the
Government of Catalonia as organizations that promote the Catalan language.
So, among other benefits, residents of Catalonia have the right to a 15%
tax deduction on donations made to Amical.
Currently the number of registered members is 60 of which 53 are
wikimedians and 7 not wikimedians. In addition there are 351 supporters
among Catalan Wikipedia editors. Anyone can become a member of the
association but the procedures to be accepted vary:
Wikimedians who made over 100 positive edits on Catalan projects are
automatically accepted.
For wikimedians who made over 100 positive edits on other language
projects, having edits related to Catalan culture are taken in
consideration (50 is a reference) and they are also automatically accepted.
Non Wikimedians they have to go through a process as follows, they have to
attend a meeting where the values of the wikimedia movement are explained,
they need the endorsement of two members, and must pass a trial period of 3
months then a vote of the assembly is needed. There is no written rule, but
the consensus is that non wikipedian members mus be a maximum of 1/3 of the
total.
In 2011 members fees has been € 1,704. The revenue in these years was €
1,208 in 2009, € 7,169 in 2010 and € 38,158 in 2011. For 2012 could reach €
80,000. At 31-12-2011 financial reserves were € 4,921. In 2011 received a
grant of € 3,150 from WMF that has covered 30.7% of the costs of Barcelona
Digital Commmons forum.
In 2012 there will be activities whose economic efect won't be reflected in
the accounts of the association. For example, recently a project of €
39,292.83 to investigate and promote the use of Wikipedia in Catalan
universities has been approved. The project is funded by the charity branch
of a savings bank and the job will be done by a university. The university
is paid directly from the savings bank. The association participates in the
project and get the results.
In 2012 it was agreed to request the declaration of public utility in Spain
that will mean that the Spaniards will be entitled to a tax deduction of
25% of the donations. For residents in Catalonia the deduction would be
addeed to the previosus 15% leading to a 40%.
*Governance/staff*
Formally the association has a president and a board of trustees who are
the spokespersons and legal representatives but the association is governed
directly by the General Assembly. Every decision is done by creating a page
in the wiki and all members can vote. This system is traditional in many
Catalan associations, some with more than hundred years history and
thousands of members. Lately it had been losing the traditional model due
to lack of agility and replaced by a model where the board is who governs
the association. But the Internet has come to reviltalitze the traditional
model.
The association has no permanent employee. The members of the board and the
president are not remunerated. Some scolarships have been awarded to
develop projects.
By 2012 we want to promote renting of offices and the recruitment of staff
to provide us administrative and logistic support but all shared with other
Catalan organizations arround free knowledge and free software so that the
cost can be very low.
Any member or group of members can initiate activities to promote Wikipedia
and sister projects without asking for permission. There are rules
governing the procedure. For example should inform the assembly, the
project must be aligned with the values of the movement, we must ensure
they provide the financial resources necessary for the project and an
additional safety margin that goes to reserves of the association if not
consumed, it should be reported monthly progress ... The treasurer handles
the money and contracts are signed by the President but do so at the
request of members who have total freedom to administer and manage project
resources within the rules. For the recruitment they must follow a public
and transparent selection process established in the regulations. Suporters
of the association can participate in the projectes but the members are
responsible in front of the association for the compliance of the
association regulations.
The association has a code that governs the behavior of employees and
members on wikipedia and sister projects. In short, when acting as members
of the association they can not edit anything on the main areas only on
discussion pages, wikiprojects and vilage pump.
*Transparency.*
>From the beginning we have published the activities at the Catalan
Wikipedia vilage pump. Later we also began to translate them into English
and publish them to the list. This year 2011 we had a great expansion of
activities and reports have been delayed. We are currently reorganizing
work and creating mechanisms to ensure that reports are published regularly.
As for the accounts so far have been totally transparent for members. The
accounts are held directly in the internal wiki of the association where
all members have access and also some supporters.
This december the Assembly passed a resolution authorizing to make public a
summary of the accounts.
*Legal system *
Untill now the association only has the legal obligation to hold the cash
book but in 2012 we will apply for the declaration of public interest
entity in Spain. This would entail the obligation to keep full accounting
according to European Union standards.
To keep the status of organization that promotes Catalan language we must
provide an annual activity report to the Catalan Government.