[Foundation-l] Fwd: Wikimedia Brasil + WMF

[Ilario Valdelli]

On 02.09.2011 22:02, Michael Snow wrote:
>
> For those reading whose memories may not be quite long enough - I assume
> Florence is referring to Michael Davis here, not to me. The conflict of
> interest policy was adopted in 2006, before I was on the board. I just
> thought it would help to make the distinction explicit, as it wouldn't
> be the first time somebody has gotten us confused.
>
> Meanwhile, on the subject of mutual board appointments between chapters
> and the foundation, I figured I'd chime in as I helped push the idea for
> chapters to select foundation board members in the first place. For one
> thing, there's a very different power dynamic between the chapters
> collectively choosing a couple members of the foundation's board, and
> the foundation solely choosing a member of an individual chapter's
> board. The chapter-appointed seats cannot really be controlled outside
> of the selection process itself, so those board members can act as
> freely as their colleagues, and certainly no single chapter can force
> them to act in a particular way. This is partly by design, since the
> ultimate fiduciary obligations of those board members are still to the
> foundation rather than a chapter, and is why we emphasized that they are
> not necessarily being selected as "representatives" of the chapters.
> However, somebody appointed to a chapter board by the foundation would
> be directly answerable to the foundation, and it could be fairly easy to
> argue that they are an agent of the foundation. It undermines the
> organizational independence much more dramatically.
>
> If the point is to improve communication, then a more practical approach
> might be to designate "observers" who are not given authority but merely
> sit in with a chapter board. That's assuming that the chapter board
> level is one of the places where it makes the most sense to add a
> communication interface.
>
> --Michael Snow

It would have been sufficient to have some members that understand how 
chapters work.

Every time I read some comments of WMF, I am really astonished that they 
don't know the basis of the organization of the chapters.

I am really disturbed that every time WMF forget that a chapter is based 
on bylaws and on General Assembly.

You make the assumption that it is the board of any chapter to take the 
decisions, you forget (but is seems to be usual in WMF) that any 
decision of the chapters board can be changed by the General Assembly 
and that the board reports to the General Assembly who approves every 
year the projects and the budget and the financial year. This is not a 
choice of the chapters, but this is the legal consequence connected with 
the local legal system (in Switzerland it's the Civil Code art.60).

The chapter is not the WMF where the board send out a letter, the 
executive team "makes an interpretation" of the letter and the other 
groups do what they have decided. The local chapter is based on the 
General Assembly.

It means that, to improve the communication, no one must seat in the 
board, it is sufficient to participate in the discussion of the General 
Assembly and it would be better to speak the local language to answer to 
the members questions. The board will do what the General Assembly decides.

In the other hand what I really suggest is that the chapters MUST select 
their WMF board members like "representatives" to fill up the gaps that 
WMF has.

The problem of communication that WMF has, it's basically the lacking 
knowledge of the chapters and to solve this problem probably WMF should 
have a look inside itself.

Ilario