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