Hi everyone,
picking up the task from Tomer, I'd like to share some of our practices
regarding governance and accountability.
== Overview ==
"Wikimedia Deutschland - association for the promotion of free
knowledge" is a Germany-based non-profit, charitable membership
association created in 2004. It has received charity status in the same
year and has kept it since then. Its primary governing document is the
charter found at
http://wikimedia.de/wiki/Satzung/en (English and German
version). Its mission is the creation, collection, and distribution of
Open Content in order to support equal opportunity to access to
knowledge and education. Main focus of the organization lies on the
Wikimedia projects.
Wikimedia Deutschland has a wholly-owned tax-exempt subsidiary set up in
2009 for the sole purpose of collecting donations in Germany and
transferring a portion to the Wikimedia Foundation and a portion to
Wikimedia Deutschland. This is purely a legal construct to satisfy
German tax regulations regarding sending donations into foreign
countries. Formally, Wikimedia Deutschland's CEO is also CEO of this
subsidiary. The Supervisory Board of Wikimedia Deutschland also serves
as the Supervisory Board of the subsidiary. All the disclosure and
accountability standards we adhere to for Wikimedia Deutschland also
apply to the subsidiary, including publication of the financial and
annual reports, setting up and discussing an annual plan, etc.
== Governance ==
=== Members Assembly ===
The governance structure of Wikimedia Deutschland is defined in parts by
the German civil code (BGB) which requires that each membership
association have a written charter, regular meetings of the Members
Assembly, an Executive Board, and some minimum rights for each member
that cannot be abrogated. Beyond those basics, membership associations
are free to structure themselves according to their own needs, which we
have used to adapt to the evolving nature of the organization.
Wikimedia Deutschland has three "governing bodies": the Members
Assembly, the Supervisory Board, and the Executive Board. The Members
Assembly currently meets twice a year. Among its responsibilities are
electing the Supervisory Board, electing the auditors, appriving the
annual plan, receiving and deliberating on the annual report, approving
the actions of and discharging the members of the Supervisory and the
Executive Board, approving rules of procedure, determining membership
fees (currently €24 per year minimum), and approving liabilities in
excess of a certain minimum.
We have currently 1272 members, 927 of which are "active members" and
345 of which are "supporting members". Active members are entitled to
attend, speak, file motions, and vote at the Members Assembly.
Supporting members may attend, speak, and file motions but do not have a
vote.
=== Supervisory Board ===
Since November 2011, there's a Supervisory Board consisting of 10
members elected for one year. Four of those members are also officers of
the organization, specifically the President (currently yours truly),
two Vice Presidents (currently Ralf Liebau and Sebastian Wallroth), and
the Treasurer (currently Delphine Ménard). The Members Assembly elects
each of the officers as well as six at-large board members. All board
members are unpaid volunteers and are not liable for the organization's
actions.
The primary role of the Supervisory Board is to provide guidance and
oversight. Among its responsibilities are appointing and removing
members of the Executive Board as well as setting terms of their
employment contracts, setting targets and objectives for the Executive
Board, revising the organization's strategic plan,
overseeing/controlling the Executive's activities, granting or denying
approval for certain significant transactions, amending the annual plan,
and serving as legal representatives of the organization in subsidiaries.
We meet about three times a year for a full weekend as well as twice a
year for one-day sessions to prepare the Members Assembly. To better
distribute our work, the Supervisory Board is divided into 11
departments with two or three board members each serving in one. As a
result, every board member is usally part of two or three departments.
In addition, there is one permanent committee (the Executive Committee)
and currently two ad-hoc committees (Members Assembly and Strategic Plan).
The Executive Committee is charged with conducting the annual executive
review. Over the past three years, we've designed an elaborate review
process that takes into account day-to-day activities, strategic target
achievement, and employee surveys. The review is typically conducted
after the first Members Assembly and directly influences the variable
component of the Executive's pay as well as contract renewal, if applicable.
Most of our work is one on our board wiki and irregular phone
conferences. Access to the wiki is limited to the Executive and our
shared assistant. Time commitment for board members varies.
The Supervisory Board does not engage in the day-to-day activities of
the organization. Members of the Supervisory Board may not be employed
by the organization, nor can they accept any sort of paid contract.
== Executive Board ==
As of November 2011, there's an Executive Board which is tasked with
managing the actual operations. It currently consists of one person,
Pavel Richter, who serves as the organization's CEO. The members of the
Executive Board are paid professionals with fixed-term contracts not
exceeding five years. Pavel's current contract runs until the end of
2015 with renewal negotiations likely to start a year in advance. Having
two separate and distinct boards implements what is customarily called a
"two-tier system", which is very common in Germany (see also
http://en.wikipedia.org/wiki/Board_of_directors#Two-tier_system).
The CEO is the legal representative of the organization in and out of
court. He signs all contracts, hires and fires employees, and is in
general responsible for making sure the annual plan is carried out. All
employees report to him, whether directly or indirectly. Within the
framework of the annual plan and the organization's rules, the CEO is
free to choose what projects to undertake, what resources to use, and in
general how to conduct the activities of the organization. He also
prepares the annual report and financial statements and reports to the
Supervisory Board and the Members Assembly.
== Auditors ==
Each year, the Members Assembly elects two volunteer auditors. Auditors
must independent of the Supervisory and the Executive Board and must not
be employed by the organization either. They are charged with reviewing
the financial accounts of the organization after the close of the fiscal
year, in preparation of the upcoming Members Assembly. The CEO and the
Treasurer typically attend the audit. The auditors may call for a
special Members Assembly if they discover irregularities that warrant
it. Starting in 2012, we will also hire an external auditor to review
our books.
Our fiscal year is the calendar year, with all the disadvantages that
brings from an operations perspective.. German non-profit tax law
requires that annual reports for charitable organizations must be
presented according to the calendar year, regardless of whether the
organization chooses a different tax law. Charity status is also
bestowed for three calendar years at a time. As a result, German
non-profit organizations tend not to have fiscal years deviating from
the calendar year.
== Community projects budget ==
In March 2011, the Members Assembly approved a board proposal to create
a new fund to support community-driven programs, the "Community projects
budget" (see also
http://meta.wikimedia.org/wiki/Wikimedia_Deutschland/Community_projects_bud…).
The fund has a volume of 250,000 Euro for 2012. Allocation of funds is
steered by a special budget committee consisting of three chapter
members, three community members, and the Treasurer. There are two
rounds per year where community members can submit project proposals for
funding. The budget committee collects all proposals, invites some for
personal presentations, and finally recommends a set of projects for
funding to the CEO. The funding guidelines are determined by the budget
committee in consultation with the community, the CEO, and the
Supervisory Board. The CEO typically approves the committee's
recommendation without changes.
The budget committee is tasked with evaluating its work as well as the
effectiveness of the fund itself and reporting to the Members Assembly.
The fund has already been a great succcess in that over 100 project
ideas have been submitted already with about 15 of them being supported
financially by the organization. Please check out the Meta page for
additional information.
== Government regulations ==
Germany is a federal republic consisting of sixteen states. As a
tax-exempt organization incorporated in the State of Berlin, Wikimedia
Deutschland is subject to the laws and regulations of Berlin, the
federal government, and the European Union. Non-profit tax law is
determined by the federal government, as interpreted by the tax office
in Berlin. There are extensive laws and regulations covering tax-exempt
organizations which are mostly led by the principle that tax-exempt
organizations must not use their tax advantages to compete with
for-profit organizations and that tax-exemption is only granted for
activities that benefit society as a whole, or at least large parts of
society.
There are no German laws requiring disclosure of financial accounts for
non-profit organizations, regardless of size. The tax office requires
annual reports, but those are covered by the same privacy regulations
applying to individual tax returns and are therefore not available to
the general public. There are, however, a number of non-government
institutions that have created codes of conduct for fundraising
organizations which we voluntarily abide by. As a result, we make a
number of disclosures on our website including annual financial
statements, annual reports, legal representatives, staff, and major donors.
== Finance & legal ==
The organization's finances are governed by the laws of Germany, rules
of procedure approved by the Members Assembly, the annual plan, and the
operations plans. We currently have one full-time staff responsible for
managing day-to-day financial activities. Most of our accounting,
payroll, and tax return preparation work is done by an external
accounting/tax advisor firm that specializes in non-profit organizations.
We have no legal staff of our own but rather rely almost entirely on
JBB, a Berlin-based law firm specializing in copyright, personality
rights, labor, and other areas of commercial law. They have been our
representatives in all our cases where Wikimedia Deutschland was sued
for Wikipedia content issues. JBB has also assisted or represented the
Foundation in a number of cases originating in Germany.
== Transparency ==
Main vehicle for transparency is our website at
http://www.wikimedia.de/. The staff publishes monthly reports as well as
irregular progress reports on individual projects. All our financial and
annual reports can be accessed on our website as well. We also employ
Meta to publish drafts for our annual plan as well as our strategic plan
(
http://meta.wikimedia.org/wiki/Kompass_2020/de).
In addition, Wikimedia Deutschland maintains a wiki (open to everyone,
one-time registration is required) called the Forum
(
http://forum.wikimedia.de/) aimed mostly at our members and the
community for discussions on the Members Assembly and other current
topics. The Forum also contains agendas and minutes of Supervisory Board
meetings, motions filed for the Members Assembly, and minutes from the
Assembly.
== Mission oversight & strategy development ==
In 2009, Wikimedia Deutschland started a strategy development process
culminating in a ten year vision and five year strategic goals (see also
http://meta.wikimedia.org/wiki/Kompass_2020/de). The strategic plan is
subject to periodic review and updates based on the results of past
activities. The responsibility to update as well as oversee
implementation of the strategic plan lies with the Supervisory Board.
Based on these strategic goals, our staff prepare an annual plan to be
presented to the Supervisory Board by the CEO in early September. The
annual plan is fairly high-level and mostly names the top priorities for
the next year and what parts of the budget to spend on it (2012 can be
found here:
http://meta.wikimedia.org/wiki/Wikimedia_Deutschland/2012_Programme_Plan).
Based on conversations and deliberations by the Supervisory Board, the
CEO revises the plan and publishes it in the Forum for our members and
the community to see and comment. In parallel, the CEO and members of
the Supervisory Board conduct a tour through Germany where we present
the plan and solicit feedback on it in five different cities. The tour
is a direct consequence of the fact that, so far, we have rarely
received much feedback online.
Taking into account all the feedback collected, the CEO publishes
another revision of the plan in October, presents it to the Supervisory
Board for final approval, and finally presents it to the Members
Assembly to vote on in November.
Following the Members Assembly, our staff creates a specific project
plan for the year outlining which activities and programs specifically
to engage in, what resources are to be used, and how to measure success.
The project plan is submitted to the Supervisory Board for approval and
serves as the blueprint for the organization's activities throughout the
year.
== Wrap-up ==
I know that was a lot, even though I've left out much of the detail.
One thing I want to add is that it took some years to come up with the
governance structure we have today. The two-tier system was created just
last year, for example. 2011 was also the first year that the annual
plan was submitted to the Members Assembly for approval. 2010 was the
first year an annual plan was created based on strategic objectives.
We've only started publishing our financial statements in 2009. In the
early years, our board was very hands-on, similarly to the Foundation
prior to Sue becoming ED. I expect our governance structure to continue
to evolve in the future, just as the organization continues to change
and develop. There will be, for example, a push to regionalize our
activities more starting in 2012, which may lead to actual sub-sections
being started in two larger German cities. Having external auditors
reviewing our books is also likely have an impact on how we understand
and live governance and accountability. To make it short: this is all
very much a work in progress that won't likely ever come to an end as
long Wikimedia Deutschland keeps evolving.
Alright, now I'm done. I hope this was helpful to you. If you have any
questions, please feel free to ask Delphine or me on this list.
Best regards,
Sebastian Moleski
President
-------------------------------------
Wikimedia Deutschland e. V.
Eisenacher Straße 2
10777 Berlin
Telefon 030 - 219 158 26-0
www.wikimedia.de
Stellen Sie sich eine Welt vor, in der jeder Mensch an der Menge allen
Wissens frei teilhaben kann. Helfen Sie uns dabei!
http://spenden.wikimedia.de/
Wikimedia Deutschland - Gesellschaft zur Förderung Freien Wissens e. V.
Eingetragen im Vereinsregister des Amtsgerichts Berlin-Charlottenburg
unter der Nummer 23855 B. Als gemeinnützig anerkannt durch das Finanzamt
für Körperschaften I Berlin, Steuernummer 27/681/51985.