[Foundation-l] Fwd: Wikimedia Brasil + WMF

[Thomas Dalton]

On 1 September 2011 16:37, Jimmy Wales <jwales at wikia-inc.com> wrote:
> On 8/28/11 1:00 AM, Ray Saintonge wrote:
>> I think that developing such a legal entity should be a high priority
>> for Brazilian Wikipedians to ensure that Wiki activities in Brazil are
>> controlled by Brazilians. At the same time I don't think there is any
>> value to having a WMF appointee on your board; such a person would find
>> it difficult to function under circumstances of perpetual conflict of
>> interest.  No other chapter has such a clause.
>
> I had never thought of this before, but now that it has been mentioned,
> I just wanted to disagree, quite respectfully because Ray is awesome of
> course, and say that I think it is a very interesting idea to have a WMF
> appointee on the boards of chapters.
>
> There should be very few cases where there is a "conflict of interest"
> since chapters and the Foundation are deeply tied together always (and
> that's a good thing).  I think having a Foundation representative on the
> board of chapters does present some possibly insurmountable logistical
> issues (who will they be?) but I actually think such an arrangement
> might be incredibly valuable for improving communication and
> *decreasing* perceived conflicts of interest.

It's an interesting idea and one I have thought about before, but
never come to any firm conclusions.

The fact that the chapters and WMF are so closely tied together is, in
fact, the reason conflicts of interest are so much of a problem. We
rely on the same source of funds, for instance. The WMF wants to spend
that money and the chapters want to spend that money. Those interests
are in conflict. Hopefully, most of the time we'll be able to agree on
who can more effectively spend the money, but that doesn't mean the
conflict of interest doesn't exist. Even if the conflict only exists
on paper, it's still a problem. Board members of charities are
generally required to act in the interests of that charity. That's why
the chapter selected members of the WMF board are *not* chapter
representatives. They are expected to act in the interests of the WMF,
not the chapters. The same would hold of anyone the WMF put on a
chapter board.

Another problem is percieved independance. WMUK, for example, needs to
convince the charity commission that it is an independant entity,
otherwise it won't be able to get charitable status. That's hard
enough as it is, given all the links to the WMF, but it would be much
harder if the WMF could choose board members, even if they were
officially not there to represent the WMF.

Yet another problem is that chapter boards tend to be working boards.
That is, the board members are actively running the chapter's
programmes rather than just overseeing them. That's becoming less true
for some chapters as they begin to hire staff, but there will always
be a lot of chapters that don't have lots of staff (either new
chapters or chapters for which hiring staff is not a good idea for
whatever reason). I wouldn't expect someone the WMF put on a chapter
board to be able to carry out such a role, which means the remainder
of the board would have to do more (you can't just make a board bigger
without making it significantly less efficient).

There are, however, merits to the idea. They are much the same as the
merits of having the chapters put people on the WMF board. The WMF
needs to work with the chapters effectively and it can do that easier
if it has people on board that are familiar with the chapters and how
they work. That is equally true if you swap the words "WMF" and
"chapters".