Thanks for the info, Tomer. Couple things:
- Is the Audit Committee part of the 5-person Board, or another 2 separate people? Can
you have overlap? i've struggled with this issue. On the one hand, having overlap is
great because it ensures the audit committee has a strategic perspective and a full
understanding of the organization's activities. On the other hand, it's proven
hard for us to find community board members / editors with both the financial experience
and time to be effective Audit Committee members.
- On board member terms, yes I agree fixed terms is much better. More than anything else,
it sets clear expectations both for the rest of the board and for the individuals. Being
on a board is a big time commitment and having natural ending points every year or two is
good as it provides a natural way for people who no longer have time to commit to move on.
Early on in the WMF's history we had situations where board members really didn't
have time any more, didn't show up to meetings or discussions, yet there wasn't a
graceful way for them to leave the board. One additional point on this -- you might
consider staggering the board terms so that you don't have wholesale turnover in any
year. That lack of continuity can be hard, which is why we setup 2-year terms with
community/editor elections in odd years and chapter appointments in even years.
-s
WMF
On Jan 1, 2012, at 2:34 AM, Tomer Ashur 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.
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
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