As someone who is neither a WMF or a chapter board member it seems clear to me that there is some tension between the chapters and the Foundation. Increasing the mutual overlap of boards is a tried and tested way of reducing such tension, it doesn't always work, (in wiki speak it isn't magic pixie dust) and we are in this situation despite having two WMF members nominated by the chapters. But it is an option and it is a governance model that lots of organisations find works for them.
With our large ratio of chapters to Foundation, a top down model isn't viable today and would get less viable in the future. As Ray has pointed out, with 21 chapters the European patch alone would be a full time job. I'd add that with chapters being created for major cities and with hundreds of countries and major cities not yet having chapters, a system of the board appointing representatives to the boards of chapters would not scale. At best you'd have a system which broke down as the number of chapters grew, at worst you'd have a UN Security Council style problem where the governance fossilises the structure from one moment in time. Another practical issue of scale is the cost, unpaid board members can't be expected to take on an average of four chapters each and still be effective members of the board. Either you'd wind up with the Foundation shifting to a paid full time board, or appointing Foundation employees to the boards of chapters and burying the Foundation agenda with their reports. Mixing paid and volunteer staff can be problematic, especially if you want to combine a paid board member who is not expected to do work as a board member with unpaid members who are.
But nominations to boards don't have to be top down, they can also be bottom up. Clearly it would be a good idea to improve mutual understanding between the Foundation and the chapters. We could increase the overlap between the chapters and the Foundation by having more Chapter nominated seats on the Foundation.
The current board structure is 1 Founder, 2 chapter nominations, 3 community elected and 4 others, giving a total of 10. 10 is close to the upper limit for an efficient committee, so you probably wouldn't want to increase the number. But you could replace some of the "others" with more chapter nominations. I can see a case for a 1, 4, 4 structure with Jimbo plus equal representation from the chapters and the direct election. This would also have the advantages of ending the seats for sale allegations and ensuring that all board members were wikimedians. But a more modest reform and a practical response to the current situation would be to change to a 1, 3, 3, 3 structure. This could be done in 2012 when two of the independent places are up for renewal - http://meta.wikimedia.org/wiki/Template:BoardChart
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On Sep 3, 2011, at 09:25 , WereSpielChequers wrote:
Increasing the mutual overlap of boards is a tried and tested way of reducing such tension, it doesn't always work, (in wiki speak it isn't magic pixie dust) and we are in this situation despite having two WMF members nominated by the chapters. But it is an option and it is a governance model that lots of organisations find works for them.
+1
Many other organizations use mutual overlap of boards to help communication, foster collaboration, and share skills (e.g. fundraising): e.g Action Contre La Faim and Opportunity International. There use a variety of ways of managing "conflict of interest", such as by defining whether overlapping members have a veto, vote or voice. Wikimedia Foundation has two board members selected by chapters, without any pressing and immediate concerns about "conflict of interest". If chapter boards want overlapping membership with WMF, or other chapters, there are many ways to make it work.
On 3 September 2011 17:55, Jon Huggett jon.huggett@gmail.com wrote:
On Sep 3, 2011, at 09:25 , WereSpielChequers wrote:
Increasing the mutual overlap of boards is a tried and tested way of reducing such tension, it doesn't always work, (in wiki speak it isn't magic pixie dust) and we are in this situation despite having two WMF members nominated by the chapters. But it is an option and it is a governance model that lots of organisations find works for them.
+1
Many other organizations use mutual overlap of boards to help communication, foster collaboration, and share skills (e.g. fundraising): e.g Action Contre La Faim and Opportunity International. There use a variety of ways of managing "conflict of interest", such as by defining whether overlapping members have a veto, vote or voice. Wikimedia Foundation has two board members selected by chapters, without any pressing and immediate concerns about "conflict of interest". If chapter boards want overlapping membership with WMF, or other chapters, there are many ways to make it work.
I'd say there might possibly be some ways to make it work!
The chapter selected seats on the WMF board work because the occupants agree when they join the WMF board that they will act in the sole interest of the WMF and they are not permitted to be on a chapter board or payroll at the same time as being on the WMF board. The same thing in reverse, where the WMF selects someone to sit on a chapter board but that person is no longer directly affialated with the WMF and is supposed to act in the interests of the chapter probably wouldn't work, since there aren't enough people with sufficient experience of the WMF that aren't still affiliated with the WMF to have one of every chapter board.
Having a WMF representative with a voice but no vote could work, but I wouldn't count that as them being a board member. There is also a serious problem with language barriers. Chapter boards aren't going to hold all their meetings in English for the benefit of the WMF observer. If the WMF could find someone the speaks the relevant language, then it could work. You could expect the chapters to demand observers in WMF board meetings too, of course! (The existing chapter selected board members don't count, for the reasons given above.)
Could you elaborate on the ways it can be made to work where the board members with other affiliations have a vote?
On Sep 3, 2011, at 18:15 , Thomas Dalton wrote:
Could you elaborate on the ways it can be made to work where the board members with other affiliations have a vote?
Ways for voting members to serve more than one board include:
– Clarifying why mutual overlap is important: improve communication, build trust, share skills, support new organization, foster communication, make the most of an outstanding individual, nurturing a coherent global network, etc.
– Demanding absolute transparency and declaration of all interests. Most nonprofit and for-profit boards demand this now anyway. Many directors are on multiple boards and simply declare it. There is not usually an issue if the two organizations are unrelated. It may not be an issue even if the two organizations are related.
– Asking board members to recuse themselves from any decision where they have a conflict of interest (or a perception of conflict of interest). This works most of the time as few directors want minutes recording that they declined a request from the chair to recuse.
– Defining "conflict of interest". Simply being on two boards does not, but itself, amount to conflict of interest, especially if the two organizations have congruent goals. If, for example, both Wikimedia Canada and Wikimedia France wanted the same person on their board, it's not clear that there would be much conflict of interest. There might be a time conflict for the popular person, but that is not a conflict of interest. Between Wikimedia Foundation and chapters there is the issue of oversight of content, so that people do not sue Wikimedia UK in England, where libel laws are most favorable to the plaintiff. The sharper the definition of which interests might conflict, the easier to find ways for boards to collaborate and share directors.
– Reserving decisions. Boards can define that certain decisions can only be made by directors with no other directorships (e.g. financial). They can also define certain decisions be made by consensus (e.g. appointment of Executive Director), which essentially gives each director a veto. Some NGO networks insists that to appoint a chief executive a local board has to secure the consent of the global organization, which gives a veto to somebody (or some body) considering more than just the views of the board.
These and other strategies are worth the effort if mutual overlap can bring benefits to the movement or component organizations. Building coherence has a cost and requires investment. Networks without mutual overlap have sometimes found increasing miscommunication, declining trust, and energy spent more on internal conflict than advancing movement goals.
On 03.09.2011 18:55, Jon Huggett wrote:
On Sep 3, 2011, at 09:25 , WereSpielChequers wrote:
Increasing the mutual overlap of boards is a tried and tested way of reducing such tension, it doesn't always work, (in wiki speak it isn't magic pixie dust) and we are in this situation despite having two WMF members nominated by the chapters. But it is an option and it is a governance model that lots of organisations find works for them.
+1
Many other organizations use mutual overlap of boards to help communication, foster collaboration, and share skills (e.g. fundraising): e.g Action Contre La Faim and Opportunity International. There use a variety of ways of managing "conflict of interest", such as by defining whether overlapping members have a veto, vote or voice. Wikimedia Foundation has two board members selected by chapters, without any pressing and immediate concerns about "conflict of interest". If chapter boards want overlapping membership with WMF, or other chapters, there are many ways to make it work.
The members selected in the WMF's board by chapters are not "representatives" of the chapters.
They are only candidates that the chapters have selected and NOT evaluated in the point of view of the chapters. A potential candidate, for example, can be accepted although he/she has never be in touch with the chapters.
This has been the request of WMF.
So, to be honest, there is no overlapping.
In the other hand there is no knowledge sharing to improve because the chapters and the WMF are really different.
WMF is not an association, for example, if you would be member of WMF and make a subscription, you can't. WMF has no knowledge of the local environment.
The only benefit is to improve the communication and some minor questions. But, as suggested, it's sufficient to explain this proposal to the General Assemblies, they will judge the proposal and will vote it.
Ilario
2011/9/3 Ilario Valdelli valdelli@gmail.com:
On 03.09.2011 18:55, Jon Huggett wrote:
The members selected in the WMF's board by chapters are not "representatives" of the chapters.
Indeed. And it is actually a good thing that the WMF board can invite new board members also from without the Wikimedia movement. One can argue about the numbers, but the principle by itself is good.
Kind regards Ziko
On 3 September 2011 19:43, Ziko van Dijk zvandijk@googlemail.com wrote:
Indeed. And it is actually a good thing that the WMF board can invite new board members also from without the Wikimedia movement. One can argue about the numbers, but the principle by itself is good.
I agree. The expert seats are a good thing.
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