Message: 7

Date: Fri, 02 Sep 2011 22:43:35 +0200

From: Ilario Valdelli valdelli@gmail.com

Subject: Re: [Foundation-l] Fwd: Wikimedia Brasil + WMF

To: Wikimedia Foundation Mailing List

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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