[Foundation-l] The fallacy of power

[Samuel Klein]

Thank you for this email, Erik.  It is a pleasure to have so many eloquent
writers in the Foundation... perhaps a benefit of starting from a community
of writers.  (As long as we're updating the bylaws, can we add a writing or
artistry requirement for future board members?)


On Mon, Apr 28, 2008 at 11:05 PM, Erik Moeller <erik at wikimedia.org> wrote:

> Another part of the dissatisfaction appears to be rooted in the
> perceived lack of public communication about these changes.
>

Yes.


The Board has, through its
> decision not to create a Volunteer Council but to encourage community
> exploration of self-governance, made an explicit statement... to "be bold"
> and develop scalable volunteer-driven processes on all levels.
>

I hope you are right; that would be inspiring.


> The Board, through its commitment to bringing in new Board members
> with expertise in relevant legal, accounting, fundraising and
> governance issues, has made it clear that it understands its
> governance obligation and its fiduciary responsibility towards a
> tax-exempt non-profit organization.


Assuming this is the case, I would appreciate more information on what the
governance obligation and fiduciary responsibility of the board entails.  I
think the board's primary fiduciary responsibility is in ensuring that the
oversight of the projects not fall into the hands of any special interests,
something which giving outside experts seats on the board makes more
likely.  (privately apointed directors go through significantly less vetting
and scrutiny than publicly elected ones)

How is adding Board members with expertise more suitable than having a
deeply trusted Board acquire and rely on a more broadly talented advisory
board?

For the benefit of assessing future similar changes to the bylaws, why is 4
expert board members a good idea, but not 40, and why we should not
similarly compress all community representation on the board into a few
"community expert" seats?

An incremental change over a few years, with regular unannounced updates to
the bylaws and board composition, could have dramatic results.



> But, the Board is _meant_ to not get involved in daily operations,


agreed


> it is _meant_ to not try to make project-level decisions that cannot
> scale,


agreed


> it is _meant_ to structure itself so that it can competently
> hire an Executive Director when needed, so that it can evaluate her
> performance, so that it can raise funds for the organization, so that
> it can make sure that we are in compliance with the legal requirements
> for organizations like ours.


agreed.  this, but not /only/ this.  most of these goals are not
incompatible with qualified community representation.   Please make the case
that talented outsiders can serve better in their capacity as board members
than talented long-standing community members.

My case for the converse is a worry about corruption.  Community members who
have devoted a significant portion of their lives to the project and
demonstrated their gut-level appreciation of the value and necessity of the
projects are far less corruptible than interested and talented outsiders;
while the breadth of the projects' appeal has granted us the benefit of
contributions from experts from all walks of life.

You will not get a Board that can do that by simply picking the people with
> the highest edit counts and giving them responsibility over the
> organization.


This is a strawman.   The current board is a good one, and recognizes that
the power to organize, inform, and guide the projects' social and creative
content movements lies with the community.  The /reason/ that this board is
wise has to do with its history, its long experience with the projects, and
its community membership.  As that changes, the likelihood that future
boards will be insular, or will include hidden outside interests, rises.
Insular boards are more prone to making big mistakes, and to undercutting or
selling out their founding communities.


Two further points:

1. When the board changes the bylaws on short notice, it sets a precedent
for future boards to do the same.  The current system has little in the way
of checks and balances; something that should be addressed while all parties
involved mean well.

2. You said elsewhere in this email:


> * The Board has attempted to develop a reasonable balance in its own
> composition to address the challenge of running a multi-million dollar
> non-profit organization while preserving the key values that allow it
> to exist.
>

As an aside -- the Foundation is coming to see itself as "a multi-million
dollar non-profit" and not "a foundation to support and expand a polylingual
collaborative the size and output of the Marshall Islands".  That may lead
it to tackle the problem of being a good multi-million dollar non-profit
(not a novel problem, and one for which active community involvement might
be a distraction), and to avoid the novel problems posed by our polylingual
collab.   It may also lead it to forget that the community with its many
passions and skills make up most of the first 100  "key values" that allow
the foundation to exist (leading to inefficiency, if not worse).

I concede that strong community governance and organization can provide
direction and avoid stagnation; but in the meantime the Foundation with its
own goals should be setting priorities in line with the unique constellation
that the projects could become, not in line with what would make for a
successful mid-sized knowledge-disseminating English-speaking foundation.


SJ