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 --