[Foundation-l] The foundations of the Wikimedia Foundation (was: Wikimedia Council)

Fri Jan 4 22:07:00 UTC 2008

Florence, thanks for your considerations.

If I read correctly, you compare a wikicouncil in the WMF structure
(so not the meta-arbcom type, as that is imho in the community
structure) with a parliament. I tend to disagree with this comparison,
and I'll try to explain why.

In a democratic state, a parliament (or actually the people) is the
Final Authority. The Parliament hires and fires government, which in
their turn hires and fires the rest of the system. But at the end,
they have to listen to the Parliament. The Parliament has a few very
powerful tools, and can send the Government home. The Parliament makes
laws, and can set rules. The Parliament is also the only institution
that can change the relationships between the different bodies. The
body which can change these relationships and tools, is to me the
Final Authority.

In the Wikimedia Foundation (excluding the community (I take here only
the officially existing bodies), the Board of Trustees is the Final
Authority.  The Board writes bylaws, and hires and fires staff. The
Board appoints the committees, and the Board can appoint members of
the Advosiry Council. I think we agree that the Board of Trustees
should remain the Final Authority, also if a Wikicouncil would come in
the game. That makes it for me that I do not really like the
comparison with the parliament.

I think that it is also better to let the Board of Trustees,
preferably with both volunteers and professionals in it imho, stay the
Final Authority. The idea is that the Trustees are to be "trusted". We
put wise people together, and build in certain control mechanisms such
as a majority (or pseudo-majority, with a trusted professional making
the majority) of members elected by the community.

If we would want to give the community full authority directly over
the Final Authority, I think we chose the wrong model with a
Foundation, and we should switch to a membership organization. Then
the members (the Wikicouncil?) would be the Final Authority.

However, I would like to propose something else. I am not sure if it
is a known system in companies abroad, but in the Netherlands the
larger companies (>50 employees) are obliged to have a
"ondernemingsraad". This is a council of employees that has four
rights:
* The right to discuss with the employer about decisions. The employer
is obliged to cooperate with this with a certain group of defined
decisions.
* The right to be asked for advice. The employer is obliged to ask the
advice of this council for certain decisions. He is not obliged to
follow this advice. However, he will have to consider it seriously,
and has to motivate if he does not follow it.
* The right to be asked for approval. In decisions which have a direct
impact on the employees, the employer is obliged to ask approval of
the council. He can only ignore this through legal procedures.
* The right of initiative. The Council can make proposals for the
employer, which will have to consider these seriously.
(derived from: nl.wikipedia.org/wiki/ondernemingsraad , GFDL, see the
url for the authors and license information)

Of course this would in our case not be with staff members to choose
this council of "emplyees", but the council would be elected and made
up by the "employees" of the Wikimedia Projects, the volunteers. And
of course the four rights would have to be tweaked a bit as well, but
the general outline might be clear. I would call this council
something like a Volunteer Council. It would not have a direct
authority perhaps, but through the board, which could agree to
generally follow advices on certain matters pro forma, so that de
facto, the Volunteer Council would have authority. This volunteer
coulcil would, in my vision, have more or less the following rights
(to be specified):
* The right to be informed on decisions that immediately have an
impact on the community. If needed confidentially and to discuss Board
decisions (and Executive Staff decisions?) if they have a relation to
the projects (not relating to personnel matters etc, would have to be
worked out more precisely)
* The right of initialive proposals related to a set of topics. (needs
to be worked out further)
* The right to be asked for advice in matters that have a direct
impact on the community and projects, such as advertisements and
licenses.
* The right to be asked for approval to a more specific set of topics.
I would like to limit this right, as imho, the advice should already
be taken seriously. It would for instance include Organizational
Reorganization (as in: bodies seize to exist, the tools of bodies are
changed radically, the number of community rep's changes in the board
of trustees etc), very big expenses such as the buying of an office
building or in the most extreme case the fusion of the Foundation with
another organization. However, I would also like to add the
possibility here, as we want to avoid court at *all* cost here, that
the Board of Trustees can overrule a non-approval with a 75% majority
or so. Note that this explicitely is not to be merged with the right
of initiative. The Volunteer Council could not make a binding proposal
in this category. (although it should be taken seriously etc)

I think that this would make the Wikimedia Foundation into a very
balanced organization. I could imagine similar rights for the Advosiry
Board by the way. (although maybe on other subjects) That way there is
a good balance between volunteers and outsiders/professionals.

Please bear in mind that in no way this proposal is complete yet. It
depends on a lot of factors, and quite important "details"  have to be
discussed yet. Such as the area's on which the Volunteer Council (I
prefer this name over the very vague Wikicouncil) has authority, and
more importantly, on which not. (Just like it has been determined in
the staff/board/ed relationship)

OK, I give a great hug and a virtual stroopwafel and package of vla to
every one that has read up to this very end, because again this email
is too long. Sorry for it.

Best regards,

Lodewijk