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> Message: 7
>
Date: Fri, 02 Sep 2011 22:43:35 +0200
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From: Ilario Valdelli <valdelli(a)gmail.com>
>
Subject: Re: [Foundation-l] Fwd: Wikimedia Brasil + WMF
>
To: Wikimedia Foundation Mailing List
>
<foundation-l(a)lists.wikimedia.org>
>
Message-ID: <4E613FF7.3080500(a)gmail.com>
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On 02.09.2011 22:02, Michael Snow wrote:
>
> For those reading whose memories may not be quite long enough - I assume
> Florence is referring to Michael Davis here, not to me. The conflict of
> interest policy was adopted in 2006, before I was on the board. I just
> thought it would help to make the distinction explicit, as it wouldn't
> be the first time somebody has gotten us confused.
>
> Meanwhile, on the subject of mutual board appointments between chapters
> and the foundation, I figured I'd chime in as I helped push the idea for
> chapters to select foundation board members in the first place. For one
> thing, there's a very different power dynamic between the chapters
> collectively choosing a couple members of the foundation's board, and
> the foundation solely choosing a member of an individual chapter's
> board. The chapter-appointed seats cannot really be controlled outside
> of the selection process itself, so those board members can act as
> freely as their colleagues, and certainly no single chapter can force
> them to act in a particular way. This is partly by design, since the
> ultimate fiduciary obligations of those board members are still to the
> foundation rather than a chapter, and is why we emphasized that they are
> not necessarily being selected as "representatives" of the chapters.
> However, somebody appointed to a chapter board by the foundation would
> be directly answerable to the foundation, and it could be fairly easy to
> argue that they are an agent of the foundation. It undermines the
> organizational independence much more dramatically.
>
> If the point is to improve communication, then a more practical approach
> might be to designate "observers" who are not given authority but merely
> sit in with a chapter board. That's assuming that the chapter board
> level is one of the places where it makes the most sense to add a
> communication interface.
>
> --Michael Snow
It would have been sufficient to have some members that understand how
chapters work.
Every time I read some comments of WMF, I am really astonished that they
don't know the basis of the organization of the chapters.
I am really disturbed that every time WMF forget that a chapter is based
on bylaws and on General Assembly.
You make the assumption that it is the board of any chapter to take the
decisions, you forget (but is seems to be usual in WMF) that any
decision of the chapters board can be changed by the General Assembly
and that the board reports to the General Assembly who approves every
year the projects and the budget and the financial year. This is not a
choice of the chapters, but this is the legal consequence connected with
the local legal system (in Switzerland it's the Civil Code art.60).
The chapter is not the WMF where the board send out a letter, the
executive team "makes an interpretation" of the letter and the other
groups do what they have decided. The local chapter is based on the
General Assembly.
It means that, to improve the communication, no one must seat in the
board, it is sufficient to participate in the discussion of the General
Assembly and it would be better to speak the local language to answer to
the members questions. The board will do what the General Assembly decides.
In the other hand what I really suggest is that the chapters MUST select
their WMF board members like "representatives" to fill up the gaps that
WMF has.
The problem of communication that WMF has, it's basically the lacking
knowledge of the chapters and to solve this problem probably WMF should
have a look inside itself.
Ilario
Just to add to what Illario has said, I think it's important to remember
that most (if not all) chapters are run via a democratic system where the
entire board or committee is elected by its members. Appointing WMF members
to boards would obviously dilute that democratic accountability. Indeed, in
my chapter to have any power we'd have to change our constitution, and I
don't see our members being overly sympathetic to having a perceived
"unelected outsider" on the board making decisions. Unless the WMF
representatives are going to run for election in the normal fashion, or
unless they're going to be mute observers with no effective powers
whatsoever, I don't think this idea is practical at all.
Cheers,
Craig
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