There are charities in the UK with some very strange ways of recruiting
board members. It isn't unusual to have trustees nominated by other
organisations, I know one organisation where the majority of trustees are
nominated by a total of four other organisations. But there are
implications that the WMF might not like:
1 Best practice and I think possibly even legal precedent would require
this to be a nomination for a fixed term and not an appointment. So WMUK
would need an induction process and a way to vet and decide whether or not
to accept the nominated candidate. WMF would need to consider the
implication of subsequently falling out with their nominee.
2 Conflicts of interest would need to be declared and where appropriate the
board member would need to withdraw from discussion - this is to ensure
good governance and prevent scenarios such as a trustee in the employ of an
organisation taking part in discussions about a grant to that organisation.
3 There is the issue of travel costs. It doesn't look good to have a board
member with a poor attendance record or large expenses. Of course the WMF
could pay the travel expenses, they may even be paying a salary, but if so
that board member then has a conflict of interest re WMF grant applications.
4 The WMUK board webcasts their proceedings, so whatever the WMF nominee
says will be on public record. If any other boardmember says something
silly or inappropriate then it is up to the next AGM to reaffirm or replace
them. If the WMF nominee says something that the WMF is unhappy about then
that is their problem. They can choose to nominate someone else next time,
but they can't withdraw their nomination. Provided the WMF appointee was
scrupulous in always declaring an interest and withdrawing from items where
they had a conflict of interest there is a chance that this might not go
horribly wrong.
So the WMF could nominate:
1. A UK Wikimedian who the AGM hadn't approved, and whose formal links
with the WMF were no stronger than other active Wikimedians in the UK.
2. A UK outsider who the WMF thought would add something to the board,
but who would not be beholden to the WMF or even necessarily familiar with
them.
3. A wikimedian from outside the UK who has the means to take an active
part in UK board proceedings without requiring significant expenses.
4. A WMF person who would then be unable to take part in discussions
about any money given to the WMF, and would have to be scrupulous in
withdrawing from items where they had a conflict of interest.
What I'm not sure about is whether such an appointment would effectively
set a cap on the proportion of WMUK money that could be given to the WMF.
I'm pretty sure that the WMF could nominate a board member and continue to
receive some financial support from WMUK. Perhaps the charity commission
would be OK if that member was scrupulous about withdrawing from WMF
related items, and the proportion of WMUK money given to the WMF was lower
after the nomination than before. But I'd suggest that the board not agree
to such an a governance arrangement without first getting some specialist
advice from lawyers who specialise in the governance of UK charities.
Alternatively if they want to improve relations between the chapter and the
Foundation I'd suggest that the WMUK invite key WMF people to
videoconference in to relevant parts of the chapter meeting. Providing the
questioning was sufficiently robust, this could be useful evidence to show
that WMUK was undertaking effective scrutiny of the WMF's spending of any
money granted it by WMUK.
Regards
WereSpielChequers
Interesting.
I doubt the Charities Commission would like the change to Memorandum and
Articles of Association for a WMF Board Member.
Gordo