Hi Roger,

I'm so sorry I didn't see you at the Paris meeting, but I'm sure
you've heard from Chris and Mike --- it was very good. I am really
grateful to Christophe -- he did a great job of setting a
constructive, positive tone: it was fabulous :-)

The meeting gave everybody there a chance to discuss where we're at,
share our current thinking, and kick around possible paths going
forward. As you know, we've been talking about these issues for many
months: it was good to have some F2F time together on them. You
probably also know that on March 9, I’m expected to deliver to the
Wikimedia Foundation Board a set of recommendations, one of which will
cover who should process donations that come in via the project sites.

The purpose of this note is for me to gain further clarity about the
UK chapter’s current position on payment processing. I think I have a
sense of where you're at, but I'm not 100% positive. So the purpose of
this note is to get clarity where I'm not sure, particularly in light
of the letter the Board published a few weeks ago.

First, some background. I want to be careful not to aim to speak on
behalf of the WMF Board of Trustees: at this point, it hasn’t decided
anything beyond what it's already published, and I do not yet know
what it will ultimately decide. Having said that, the Board did say
earlier this month that it is "sharpening" the criteria for payment
processing. That payment-processing is not a natural path to growth
for a chapter, and that in future, most chapters won’t
payment-process. It also said that if and when chapters
payment-process, it would be done primarily for reasons of tax,
operational efficiency, only where payment-processing is not in
conflict with funds dissemination principles and goals, and that
payment-processing should avoid a perception of "entitlement." There
was some initial confusion about what “entitlement” means, and in
Paris the Board members clarified that it means payment-processing
chapters would not be entitled to keep funds they process: funds for
payment-processing chapters would go through the same dissemination
process as funds to non-payment-processing chapters.

In light of all this, and as I start drafting my final recommendations
to the Board, there are a few questions I’d like to ask you.  I'm
cognizant that responding might seem burdensome for you -- you likely
don't have a Board meeting scheduled in the next few weeks, and I
expect you may not have super-easy, quick-turnaround access to legal
counsel. So please rest assured that my goal here isn't to burden you.
Some of these questions may be easy to answer -- if so, great! To the
extent that they are hard to answer, I'd be happy if you could give me
a provisional or partial answer. Please don't feel like you need to
drop everything to give me definitive responses, and please know that
any and all information will be helpful, even if it's incomplete :-)

Here are my questions:

* Assuming all of the above holds true (specifically, that the chapter
has no entitlement to retain or to control dissemination of the funds
it processes), does the UK chapter still aspire to payment-process in
2012 and beyond? If you would still prefer to payment process, I’d
appreciate if you could share with me your thinking about why.
Basically -- how do you feel payment-processing would benefit your
chapter, and/or the Wikimedia movement overall?

* Are there specific local requirements or incentives (beyond Gift
Aid, which I know about) that you're aware of that might make it more
difficult or costly for the Wikimedia Foundation to payment process
donations from the UK, relative to the UK chapter doing it?

* I think the UK  chapter and the Wikimedia Foundation have a pretty
good understanding of the restrictions you would face, if you did
payment-process, in transferring money to the Wikimedia Foundation. (I
mean, restrictions capping the amount or percentage you can transfer,
or restrictions on how that money can be used.) But I’d like to ask
you: in addition to what we’ve discussed in the past, is there
anything new that the Wikimedia Foundation should be aware of? We are
now (for the first time) talking about payment-processing chapters not
having an entitlement to the money raised out of their geography, so
what I’m mainly asking about is that. Assuming you weren’t entitled to
retain money, or control its distribution internationally -- does that
create any new problems or impediments for your chapter in freely
moving money out of the UK?

* If you were to payment-process in 2012 and beyond, the Wikimedia
Foundation Board of Trustees might want to have increased visibility
into your chapter’s internal workings, to make sure it’s able to
confidently uphold its fiduciary responsibilities. Just as
illustrative examples -- this might include an assessment or
independent audit of your chapter’s legal and financial practices and
policies, site visits to your chapter’s offices, and/or the Wikimedia
Foundation requesting a seat on your Audit committee or on your Board
of Trustees. In general, can you provide your perspective on
requirements such as those? I remember that in the UK the idea of
reserved Board seats for this kind of thing seems less culturally
acceptable than in the United States: is that true? Are there other
legal or cultural impediments to the kinds of possibilities I've
raised, and if so, are there alternatives that might be better or more
appropriate? (Please bear in mind I’m not necessarily saying that the
Wikimedia Foundation would propose any of these: at this point I don’t
know. Before the Board considers the options, I’d like to get your
general thinking.)

* If your chapter were not going to payment-process in 2012 and
beyond, either because the Wikimedia Foundation disallowed it, or
because you chose not to, what would the reaction of your chapter be?
("Your chapter" could mean you, the Board as a whole, or chapter
members.) Would the UK chapter want to be allowed to payment process
in 2012, even if you couldn’t payment-process in years after that? (If
so, why?) What problems might stopping payment-processing cause for
your chapter, and are there ways the Wikimedia Foundation could help
resolve them? What kinds of issues would we need to resolve in a
transition period? Fast answers are okay here: I am really aiming to
make sure I don't miss anything important.

Just so you know: I am also sending similar questions to the German,
French and Swiss chapters. If you want to coordinate your responses
with those chapter heads, that's fine with me. I'm sending this mail
to you individually because I'm primarily interested in the position
of the UK chapter and the other chapters that have recently
payment-processed, not in the general thoughts of observers on our
mailing lists. I feel like there's been lots of opportunity for people
to express general opinions. That said, I am totally fine with you
forwarding this mail to anyone you like, and/or discussing this on
lists such as the chapters list or internal-l. I don't consider it
confidential, and I am fine with you freely sharing it with anyone you
like.

Like I said earlier in this note, my final recommendations are due to
the Board on March 9. So I would very much appreciate a reply --even a
partial one-- by March 2, if that's possible for you. I'm CCing Barry
because I'll be travelling next week, and I want to make sure we have
an open line for easy communication, especially if anything in this
mail seems unclear or confusing.

Thanks,
Sue

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