I think, before we go into any detail on chapters, influence of locals, set and elected trustees and so on we should spend a little more time and think of what is actually needed if we talk about a global structure pushing the wikipedia/wikimedia idea forward. The following are a few thoughts, open for comment. I am using "Wikimedia" here in this posting not as a name for the current foundation, but for the big-picture-project, that we all feel part of and that was founded as "Wikipedia" by Jimmy and later extendend to cover all sort of wikibased content ("Wikimedia").
We will all agree that there needs to be one organization that runs servers and acts as a service provider, because otherwise there would be no Wiki. That organization obviously needs to have the final decision making on what is on the servers, because the people running that service will be responsible for the content. However, we don't want to have that control extended in a way that the people running the server are able to enforce general guidelines and rules on the Wikimedia project and it's subprojects as such. Much of the current headaches some people have with the current bylaws arise from that intermingling of service and project.
The best way to deal with that issue would be two seperate the corporation running the wiki service from the corporation being "Wikimedia". Wikimedia would just buy in (or get donated, we don't need to discuss that in detail already at this point) the *service* to run the wiki from that other corporation (I call that one "Service Provider" for now). This way, the service provider has full control of the user accounts, can block users if the put copyright violating content on the servers and so on. But if the service provider blocks users for reasons, that are not understood by Wikimedia, Wikimedia can just go ahead and find another service provider.
Wikimedia, on the other hand, would be the organization that actually *is the project* (not the service). That organization needs to be * democratically organized * global * bound now and for all future to the common goal of creating free content without paying authors or officials; however we must consider that there might be a need in the future to have employees, if the project get's Big with a capital B. * allowing a country substructure for better fundraising and representation * allowing a project substructure for setting project policies and representation (these are two different things, it might be a necessary to speak for the *german language Wikipedia* at one time and for the *german Wikimedians" at another time * organized in a way that these local chapters and subproject chapters form the organization bottom up and not top down.
Lars Aronssen mentioned on the german list the "Medizins sans frontiere" (is ist "medicines without frontieres" in english?). As far as I can see, they are a network of local organizations, there is no superstructure, however, they operate together without breaking up since 1971 and even got the peace nobel price. I think organizing that way would be a very good thing.
What they have is a common, but very short "charta" that fixes four major points one and forever. That charta is declared as part of the local and project organization bylaws, but - apart from that - those organizations are legally independant.
However, I do not think that we can do completely without some sort of superstructure. That superstructure is probably needed to sign contracts with the service provider mentioned above (it could also be done by the local chapter of the country the service provider resides in), to draw up general rules and to change the charta in case of need (consider a drastical technological or copyright law change in 20 years from now that would have a dramatic impact). Such a change of the charta would have to be adopted by the local and project chapters. But it's very likeley that they will adapt it, since they had influence on the revision. Third, those superstructure would have the rights on the Wikipedia/Wikimedia names.
To avoid a "democratic takeover" of that superstructure by a single interest group, and to avoid language barriers for members, this should have no individual persons as members - only project and local suborganizations (It will be a hard thing to tune the voting influence, but I think it's feasable). Those local and project organizations would have to send representatives, if a physical meeting is needed for some reason.
Probably I should draw a nice ASCII art image somewhere, but I think you got the picture: If we start to think really global now, we must go in the direction outlined above and seperate the "to-do's" that are needed to keep our idea working into seperate organizations. Organizations that act together, but still control each other in a way that no single person with superpowers is needed to keep the Wikimedia idea alive.
Uli