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