[Foundation-l] About transparency

Florence Devouard Anthere9 at yahoo.com
Sat Dec 29 16:17:39 UTC 2007

Derrick Farnell wrote:
>> What mechanisms do we have in place where we could consult with the whole
>> Community?
> None as far as I am aware - which is my complaint!  :-)
> But there are already mechanisms for the community to elect board members,
> and of course decide the content of projects, so why not also for every
> other decision? There could be an online location for such debates (the
> Foundation wiki?), which would be followed by a vote. Even if only a small
> percentage of the community takes part in such debates and vote, that would
> still be hugely more people than the 8(?) on the board -


  and the point is
> that any member can at least in theory get involved, and have a vote. I've
> been an anonymous contributor for years, but am new to this list - has the
> community actually every agreed to the board growing from merely being an
> unwelcome legal necessity , as described in the piece in my earlier post? As
> the author wrote:
>> The first priority of the Board is to insure compliance with all
>> applicable laws.
>> The second priority, perhaps, should be to create in practice, to whatever
>> extent possible, the sort of governance structure we would have adopted if
>> the current structure had not been imposed upon us as a matter of law.
> Did the community ever agree to abandon this aspiration?
> Derrick Farnell

Little bit of history for you Derrick

When Jimbo decided to create the Foundation, he could have decided to 
make it a business. Instead, he wanted at that time, to allow the 
community to be involved in the future of the projects. So, rather than 
creating a simple business to make cash, he created a Foundation. At 
registration, he was informed a board should exist, of at least 3. He 
then asked Michael and Tim to be board members and decided that 2 more 
members from the community would join later on. The 2 other members were 
Angela and I, and we joined only 1 year after the creation of the 

I presume that the text from Tim you are pointing to, was written in the 
first year after the creation. Tim had a very healthy position with 
regards to hierarchy and willingness to create a flat structure.

In my view, the board has three roles (generally).

The first is to decide the general strategy that the Foundation should 
follow. Such as, should it only host wikimedia projects, or go beyond. 
Such as, should it rely on donations from individuals, or businessmen, 
or grants. Etc... All the strategic decisions should help us achieve our 
mission, such as given in the bylaws. All the strategic decisions should 
respect the values outlined in the mission.
In *my* view, we have been roughly successful on this role. We could 
have done better, but given the extraordinary growth of our projects and 
the pressure subsequently applied, we managed rather well (at least, no 
disaster occured...)
In *my* view, the strategy should be defined in accordance with the 
community, where I come from. And in my view, the current mechanisms to 
involve the community are not sufficient as of today.
Please note that "strategy of the organization" is not 100% overlapping 
"strategy of the projects". There are many issues totally in the hands 
of the projects, and it should stay that way.

The second is to make sure that the organization has sufficient 
resources to implement the strategy. In particular, the board is the one 
hiring the executive director, who has the responsability of 
implementing the strategy.
Well, the past year has been rough, but we now have Sue and she is doing 
a good job.

The third role of the board is to make sure that the activity of the 
Foundation is 1) toward the mission, 2) not toward other missions..., 3) 
compliant with US non-profit law.
Note that the people (community) and the chapters are explicitely 
mentionned in the bylaws mission statement, which means that "not 
respecting and involving" those people and organization, is likely to be 
interpretated as "not toward the mission".
Note that the controls should apply both to the staff (what they are 
implementing) and to the board itself (to make sure that what the board 
decide is fully within the mission and not impaired by various conflicts 
of interest).

I would summarize it as
* define the overall strategy
* delegate (to the staff)
* control (board and staff activity)

Strategy, ihmo, not only can but should, involve the community.

Implementation is the job of the staff primarily, and of volunteers 
willing to help

Control is essentially the job of the board, even if stakeholders are 
very welcome to ask for reports and clarification, within reason.


More information about the foundation-l mailing list