WMIL governance/accountability/transparency - Treasurers

1 Jan 2012

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