[Foundation-l] the easy way or the less easy way

[Anthere]

Hello

Not sure anyone realise that here, but... my suggestion to go for a 
model such as the Apache Foundation is not entirely gratuitious.

2 years ago, I have been elected to represent the Foundation members. 
For a little while, I tried to set up the membership stuff and some of 
you may remember the discussion around the member dues.
That discussion went nowhere. So, for a year, Angela represented all of 
you and I represented no one :-)

At the following elections, we just dropped these two notions of 
volunteer representative/member representative.

Our bylaws are severaly outdated, and on several points, totally 
inappropriate. In short, they need to be *changed*.
I invite you to have a good look at them, and in particular to the whole 
sections about membership : 
http://wikimediafoundation.org/wiki/Wikimedia_Foundation_bylaws

Does that section fit with reality ?

---------

Since these bylaws needed many changes (not only on the membership 
part), a new draft has been proposed and is currently on the board wiki.

This new version has a very short "membership section".

The community is still taken into account in ARTICLE II, where a new 
section has been proposed (section 4).

Board members selection process is in ARTICLE III, section 3.

The rest of the bylaws are a huge improvement compared to current ones.



ARTICLE III - MEMBERSHIP
The Foundation shall have no members.


ARTICLE II
Section 4. Community.
The Foundation acknowledges the valuable contributions of volunteers 
throughout the world for their dedication and tremendous work. The 
Foundation defines as one of its purposes the enhancement of the various 
Wikimedia communities throughout the world in their respective languages.


ARTICLE IV
Section 3. Selection.
The Trustees shall serve until their successors are elected and 
qualified. Selection shall be in the following manner:
(1) Trustees Elected from the Community.
At least two (2) Trustees shall be selected from the Community by vote 
of the Community. The Board of Trustees shall determine the dates, rules 
and regulation of the voting procedures; they shall appoint two 
Inspectors of the Election from the Community to oversee the election 
procedures who shall report and certify the results within thirty days 
of any vote.
(2) Other Trustees.
The remaining number of Trustees shall be elected by the Board. Names of 
individuals shall be nominated for selection by the Board. The Board 
shall endeavor to select Trustees who will best fulfill the mission and 
needs of the Foundation. Individuals who are not selected unanimously 
may be elected by a majority of the Board.


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These bylaws have not been approved. They are still in the draft mode.
For all I know, they could stay here forever, because beside myself, I 
did not see other board members working on them. And I did not really 
see any comments from them either.

I am uncertain whether I should give much energy on new bylaws, even if 
the current official ones are nonsense within the current situation. 
Uncertain because of the lack of reaction of board members, and the near 
lack of reaction of the community.
Being just a board member, I can not *force* the other board members to 
vote. I am not in charge of organising meetings where we could vote or 
at least discuss together. In short, if a resolution to approve new 
bylaws is set up, I have NO certainty this will *ever* result in an 
approved resolution.

It takes a lot of energy to work on a topic when it is so pointedly 
ignored by peers.

Hence my trying to turn toward you.
How many editors work on the projects ? thousands
How many people are registered to this list ? a few hundred
How many people are active on this list ? A couple dozens
How many people from wikitech commented on the Apache model ? 0
How many people from this list commented on the Apache model ? less than 5

As I said... it takes a lot of energy...

But please, try to see the big picture ...

----------

Our current bylaws describe a very mixed model, which has been much 
complained about in the past 2 years (I criticized it myself when it was 
originally proposed).
It has 2 members elected by the community, for a limited time
And 3 members, appointed by Jimbo, and permanent till they die or resign
And does not limit members to 5.... but makes no mention of how increase 
would be done.



The second version of the bylaws (the ones standing on the board wiki) 
is the same (it would make no difference in terms of board of trustees 
organisation), but for pointing out a reality : there is no Foundation 
membership.

Roughly, this model would be what I would qualify as a Private 
Foundation. Or Business Foundation. It is a Foundation which focus a lot 
on the efficiency of business (except that there is no business 
model...but well...) and would privilege addition of famous or wealthy 
members in the future.
DON'T GET ME WRONG ! Right now, the majority of board members wish very 
much that there be community members on the board... but that's in good 
part because we are currently still 5 members. Now, imagine we add 2 
famous guys. We'll have a board of 7 with 2 from the community only. 
Then, imagine we add 2 other big guys. The community part will be 2/9.
Of course, the addition could be of 2 guys from the community. In such 
case, they would be appointed.

What I mean to say is that in this model, the community existence would 
really be recognised up to 2 people, which would be elected by the 
community. The rest of the members would come from an internal decision. 
Self-appointing board... with no terms limit.



The Apache model is entirely different. I would call it a public 
Foundation or a Community Foundation. Majority of members would be 
garanteed from the community. There would be term limits. It would be a 
collective running. This is very much the model of our local 
associations in Europe... and that might be where the problem lies. I 
think the model of Associations (public/members) is very much european; 
whilst the model of Foundation (private/upon appointement) is very much 
american and hard to understand by europeans.


----------

Which model would be better in our case ?

I dunno really.

One model insists more on business. It would certainly be more business 
efficient in the long run. It will certainly be more stable and more 
reliable (only limited turnover in the board). Likely more professional. 
I can envision a group of famous people seating on its board, with 3-4 
meetings per year. Some staying there forever because that looks good on 
their business card, even though they do nothing at all (this is already 
the case of one of our member). A big and well-paid staff to run the 
business. And little by little, disinterest by the community.
But this might be the best choice to create bonds with the big firms, 
the big NGOs, as that Foundation will appear more solid and trustworthy.
More money... could mean better support of the projects and of our goals.


The second model will be more lively. A bazaar of some sorts. We could 
expect the board to get more involved in every-day running. More 
volunteer work probably. It will be much more difficult to organise, 
because of the noises of campaigning from new candidates, of the public 
discussions. It will be more of a social construction. Less stable due 
to turn-over of board members. We would not have such a good image in US 
business, but we might be loved by free-movement organizations and 
citizens all over the world.
I suppose we'll have less money... but we may have more ideas because of 
the boiling culture.



In the end, I think there is both a cultural clash in what we are trying 
to set up... and an issue of courage.

If we pick up the first model, I think things can go very quickly and 
with little pain. This summer, at Wikimania, we'll meet big names (I say 
"we" because Jimbo already have breakfast with them regularly... but the 
board should appoint them... so it would be nice that the board members 
actually know the people they get recommandation to appoint). We can 
think of who would be best asset, just ask him, and by september, we'll 
have a nice board with new big names and maybe one community member we 
like. And with luck, more money, more introduction and new opportunities.


If we pick up the second model, it will be much more painful. The 
community (and not Delphine and I alone :-)) will need to do its 
homework. Seriously discuss a mean to select members. Seriously discuss 
organisation. And not only stay mute on the list or not only say "this 
will never work" or not only blame the board just to be so inefficient 
without proposing solutions. We'll need to sweat together. And we'll 
need to convince quite a few people that this is the way to go.



I would prefer the second model myself, but I will NOT fight for it 
*alone*. I will not alone try to push for a system if there is no 
*active* support. I will not try to set up a scheme to see it abandonned 
on the board wiki.


I thought it over and over. I am not sure which one of the two models 
would be best for the goals of the Foundation. According to our habits, 
we would say "first option". But are we not precisely amongst those who 
proved that a decentralized, transparent model, largely based on 
volunteer work and using the goodwill of non-expert people may be 
successful ?


As I can not be sure whether it would be the best choice for the 
Foundation, I tried to see how I would appreciate each model as an 
individual and I invite you guys to do the same with self-honesty 
(estimate which one would be best for the general good and which one 
would be best for you).


I have little interest in the first model as an *individual*.
This model is humiliating to me. The big actors in this model would be 
the big names, which I do not have the chance to meet or talk with. The 
strategy of the Foundation would be done between Jimbo and the big names 
in 5 stars conference halls or in far-away islands, where no one will 
ever think of inviting me (eh, best to keep the circle of people small).

I will simply be offered the results of brainstorms of important people 
to implement and vote upon (I don't know why I use future, this is 
already happening). I will have the great opportunity to prepare the 
path of the big people in doing their homework so that they better 
shine. Community representatives would be second rate board member.

The other people in the Foundation would be the staff, who would make a 
(good) living of what I do full time for free (and who receive the 
religious ceremonies from community when the board gets the fire).

I say "I", but I am quite convinced many would feel just the same.

That would leave the benefit of working for a great cause...
But would the biggest cause be the projects ? Or the Foundation ?


--------

Where are we in these models right now ?

In the middle. We have some community representant, but the relations 
between community and Foundation are disorganised. We'll soon have new 
appointed board members. I do not expect new appointments to help 
reducing the lack of communication.

But this is a broken system. Balancing between the Business Foundation 
and the Community Foundation, so that no one knows where to put his ass.


At this point, in large part, this now depends on you. If you want to do 
a more Community Foundation, we need bylaws which reflect this. We need 
to set up the organisation (on a type of Apache model for example). We 
need to convince those who are not convinced.

If you want to do a more Business Foundation, the bylaws are ready to be 
voted upon. Members are knocking at the door.

A very bad thing would be to stay forever in the middle of two seats, 
with unsuitable bylaws, disorganisation, frustrated community and angry 
board members.


Sorry for the long rant.
I hope it clarifies the current situation.

Anthere