[Foundation-l] Next board meeting

Florence Devouard Anthere9 at yahoo.com
Tue Feb 26 10:45:34 UTC 2008

Ilario Valdelli wrote:
> The point is this: the board *must* represent the community but the
> board *must* be also the link between the community and the management
> (it's natural because the choice of the management is that any manager
> can be *not* wikipedian).
> With a function of *control* of the board on the management's work the
> community can have *trust* on management's work.
> In this vision I said that the role of treasurer is bigger than the
> role that a board's member can have, but if we are looking for a
> treasurer in a traditional point of view the treasurer must be a
> person outside the board (probably), but in this case he will be a
> member of the management.


We are not looking for a treasurer in the traditional view. Our finances 
are primarily handled by the accountant and the CFOO, who are both staff 
members. The treasurer will not have "the hands in the books".
His role will be to

* Manage, with the finance committee to be created, the board's review 
of and action related to the board's financial responsibilities;

* Work with the chief executive to ensure that appropriate financial 
reports are made available to the board. Regularly reviews reports to 
board on key financial events, trends, concerns, and assessment of 
fiscal health;

* May work directly with the bookkeeper or other staff in developing and 
implementing financial procedures and systems;

* Serves as support to the financial officer of the organization and as 
chairperson of the finance committee;

* Serves on the audit committee;

* Review the annual budget that is presented to the balance of the board 
for approval;

* Review the annual audit and answers board members' questions about the 

* Provides financial and operational advice and guidance to the board as 

This role will be clearly separated from the management, so there is no 

In comparison, in all our chapters, the treasurer has a much larger 
role, doing both control and execution. This is generally considered ok 
in small organizations and it was the case of WMF in the past as well 
(Michael was both controlling and doing the accounting).
If (when) chapters grow, they will have to separate roles, or at least 
set up an independant audit.


> Result: the management control himself, and this is not correct.
> After the choice to take management's members from board's members
> it's clear that the management doesn't have the "memory" of Wikipedia
> and without an "osmosis" between the management and the board this
> "memory" cannot be easily reach.
> Result: the risk is that the management cannot have the trust of the
> community and the community cannot recognize the management.
> Ilario
> On Mon, Feb 25, 2008 at 12:33 PM, Thomas Dalton <thomas.dalton at gmail.com> wrote:
>>>  My own suggestion would be that a treasurer who is an
>>  >  appointed Board member would need to face the electorate not less than
>>  >  six nor more than eighteen months after that appointment.  The six
>>  >  months should be enough time for him to put his mark on the job, and
>>  >  show that he can communicate with the general membership.
>>  Why would an appointed member ever have to seek election? The point of
>>  appointed members is to get people with specific skills the board
>>  requires, the point of election is to get people that can represent
>>  the community. They are distinct goals, and you shouldn't try and mix
>>  them. (Of course, if a member of the community has the required skills
>>  and can fulfil both roles, that's great.)
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