WMF governance/accountability/transparency - Treasurers

20 Dec 2011

To begin sharing ideas and best practices, let's start threads on the
governance/accountability/transparency practices at each of our organizations. I'll go
first with my views on the Wikimedia Foundation. A few others from the WMF are on this
list too. Please add new thoughts or help answer questions!

I want to thank Thierry for his note to Foundation-l in late August covering many of these
issues for Wikimedia France. That was fascinating for me and helped inspire my interest in
this list. Thierry, maybe you could update that email and send it around to this list on a
new thread?

This will be long, and may be repetitive for many of you. But I think it is important to
share a thorough overview. It would be great if others could aim for the same level of
detail / section headings when introducing their own organizations.  I'm really
interested in learning from what you all are doing.

WMF Overview

The Wikimedia Foundation is a U.S.-based non-profit corporation created in 2003. It
received tax-exempt status in 2005. Its primary governing document is the bylaws at
http://wikimediafoundation.org/wiki/Bylaws. The Foundation is the holder / owner of the
trademarks, including Wikimedia and Wikipedia, and the operator of most of the websites
used by the projects.

Governance

The Foundation’s governing body is its Board of Trustees. As a U.S. non-profit, the
Foundation has some flexibility setting size and composition of its Board. We decided in
early 2008 to have 10 members. The editing community (mostly) elects three seats in odd
years (e.g. 2009, 2011). The Chapters as a group appoint two seats in even years (e.g.
2010, 2012). The founder seat is for Jimmy Wales. The Board itself appoints the four
remaining members to bring necessary expertise to the Board.  Board member serve for two
years terms.

With appointed members, we attempt to identify gaps between the existing membership and
the skills we need to fulfill our duties. For example, the Board identified financial,
auditing, and organizational governance experience as an important skill to have. Since we
have not typically found that in the community elected/appointed members, the Board sought
out someone with that background. That’s me.

Not all Board seats have been filled at all times, but we currently do have the full 10
members. There's a lot of work to do, and a lot of perspectives to consider, so having
a full Board is really good.

Each year at Wikimania, the Board elects four officers: A Chair, a Vice-Chair, a
Treasurer, and a Secretary. A few years ago we wrote detailed definitions for three of
those roles: http://wikimediafoundation.org/wiki/Chair,
http://wikimediafoundation.org/wiki/Treasurer, and
http://wikimediafoundation.org/wiki/Secretary. The Vice-Chair role is mostly to be backup
to the Chair and is typically included on all communications with the Chair.

We try to have different trustees in each officer role. Last year I was both Vice-Chair
and Treasurer. It got to be too much work for one person, though, and we are sensibly back
to one-person, one-office this year.

It can sometimes be challenging to have everyone focus on something at the same time, so
we’ve experimented with another informal role of “whip.” That's a term I’ve heard in
U.S. and U.K. politics to describe someone who is responsible for collecting votes,
keeping us on schedule, etc. We’ve had mixed success with that role, though. It's hard
for someone to always be the “bad guy.”

The Board has delegated duties to three formal Board committees: an Audit Committee which
I chair, a Human Resources committee responsible primarily for evaluating the Executive
Director and for overseeing compensation, and a Board Governance Committee responsible for
assisting in governance matters. We've only written a formal chatter for the Audit
Committee (http://wikimediafoundation.org/wiki/Audit_charter) but I wish we had more
because it is really helpful to set clear expectations.

The Audit Committee was, at first, quite small and comprised mostly of Board members. But
we found that fairly few trustees from the community had both the experience and the time
to focus on its work. So for the 2009-2010 year we switched to a model where one trustee
leads the Audit Committee (me), and then we reach out broadly to the community for
members.  We've had great success with that model, and continue to have really
valuable participation from community members. Membership history is at
http://wikimediafoundation.org/wiki/Audit_committee. The Board's Chair and the ED sit
in on meetings.

Because of early investments in movement-wide fundraising, the Board has been able to hire
a staff. It no longer plays an operating one. We do not get involved day to day in the
operations of the foundation. We do not hire staff, other than the executive director. We
do not interact with staff in a governance or management role, though we do often in
community work.

The Board really has two primary duties: fulfill our governance obligations and
hire/evaluate the Executive Director. Most of us also view us as having an additional
less-defined but really important third role as one of the movement-wide
leadership/decision-making bodies for Wikimedia.

All Board members are volunteers. The time commitment is less than it used to be but is
still quite significant. I estimate it's about 5 hours a week just for board work
(excluding editing/community work), plus 10-12 days of meetings/travel each year. The
Board meets in person three or four times a year and on IRC a few more times a year. 

We maintain a Board manual with lots more information at
http://meta.wikimedia.org/wiki/Board_manual. We use this regularly as a reference for
ourselves. We also use it to introduce potential new trustees to the role.

Finance/governance/legal staff

Currently we have a chief of finance and administration (Garfield Byrd), a Controller
(Tony Le), and a small finance staff. We also have a General Counsel (Geoff Brigham) and a
small legal staff. More details on staff are at
http://wikimediafoundation.org/wiki/Staff_and_contractors.

Transparency

The two primary vehicles we use for transparency are the Foundation’s website at
http://wikimediafoundation.org and of course Meta. The staff publishes activity and
technology reports each month at http://meta.wikimedia.org/wiki/Foundation_reports. The
staff also publishes semi-annual financial reports and government filings at
http://wikimediafoundation.org/wiki/Financial_reports. The Board publishes its minutes at
http://meta.wikimedia.org/wiki/Foundation_reports and its resolutions at
http://wikimediafoundation.org/wiki/Resolutions.

Financial audits

In the U.S., independent auditors focus on the financial statements and controls behind
them, testing management's draft results against transaction records and against U.S.
GAAP. The WMF's Audit Committee has engaged the San Francisco office of global
auditors KPMG in 2008. Previously, the WMF had worked with a small Florida auditing firm
called Gregory, Sharer & Stuart. KPMG's latest audit is at
http://upload.wikimedia.org/wikipedia/foundation/a/ac/FINAL_10_11From_KPMG.…. Like many
U.S.-based non-profits, our fiscal year ends on June 30, mostly because it’s cheaper to
get auditors in the off-cycle and it gives more time to catch up on end-of-year
fundraising paperwork.

Government regulation

The primarily federal regulator of non-profits in the U.S. is the Internal Revenue
Service, which grants non-profit status and requires annual public filings of our
activities. This Form 990 is due about nine months after the end of our fiscal year and
the WMF usually file in March or April. The most recent Form 990 is at
http://upload.wikimedia.org/wikipedia/foundation/1/1c/WMF_2009_2010_Form_99…. The WMF
is also subject to the state laws of Florida (where it is incorporated) and California
(where it is headquartered). There are also registration requirements around fundraising
in many of the 50 states in the U.S.

Mission oversight/planning/accountability

The financial audit and IRS filings cover financial reporting, controls, and transparency.
They do not substantially address whether the Foundation's activities are consistent
with the mission. IMHO, no one from outside our community could have a big impact in this
role.

So this duty falls to the Board. Here's a summary of the framework we use.

First, a few years ago the Board commissioned a five-year strategy plan to identify top
focus areas. We did this through a fantastic community-driven process. The result was the
plan at http://strategy.wikimedia.org/wiki/Wikimedia_Movement_Strategic_Plan_Summary,
which continues to be a guide on priorities and objectives.

Second, each year in the early Spring the Executive Director and her staff put together an
annual operating plan. The ED typically gives the Board a high-level summary of her
thinking sometime in January or February. The she and her team prepare a detailed plan. As
Treasurer, I review this thoroughly with the ED and give extensive feedback both on
high-level issues and, since I have experience budgeting, on planning issues.

Third, we then have a series of increasingly detailed reviews with the full Board. We
typically focus on whether the high-level objectives of the annual plan are a) consistent
with the mission and the strategy plan and b) achievable. We each try to reach out to
people in the community to collect feedback/ideas as part of our reviews. As Treasurer, I
give my recommendation to the Board on the plan. Then we have a vote. Typically, the Board
approves the annual plan in late June and the staff publishes it around the July 1
beginning of our fiscal year. The plan for this year is at
http://upload.wikimedia.org/wikipedia/foundation/3/37/2011-12_Wikimedia_Fou….

Finally, each year the Board reviews the performance of the Executive Director against the
mission objectives/deliverables laid out in both the annual plan and the strategic plan.

Wrap-up

OK. That's all i can type today. Thanks for your patience with the long note. I wanted
to get us all off to a good start on sharing different approaches on these issues. I’m
happy to answer any questions. And I’m excited to hear similar overviews for other
organizations. Who's next?

-s

ps -- In case others are interested, I’ll cross-post to my blog wikistu.org when I have a
chance.

===============
Stuart West
Board member
Wikimedia Foundation
stu(a)wikimedia.org

===============
Stuart West
Board member
Wikimedia Foundation
stu(a)wikimedia.org