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< Proceedings:FD1

Last Wikimania I didn't want to talk about the board, but this time I think it's appropriate. We might have as many as four new board members by the end of the year.


Started as Wikipedia.com by Bomis, Larry Sanger as first paid employee. Spanish community forked early because they were worried about ads being put on the website. Servers moved to 3 dedicated servers and shifted from Jason to Brion. Wales created an organization to collect money from supporters and own the servers. Wales created WMF with three board members appointed (Michael, Tim Shell, and Jimmy) but Jimmy was sitll the one running the organization. At the end of year 2 or 3, there was the Great Crash (Brion's term) -- 2/3 servers broke down. We realized we needed to be more careful and started emergency fundraising, raising $31K. Kurt (president of the German chapter) raised the trademark issue.

June 2004: The first board was created. Tim and Michael "didn't do anything special" on the board -- mostly Jimbo, Angela, and Anthere. Made decisions on IRC with no paperwork or notes. Just talked together and agreed. But six months later we couldn't remember what we'd decided. A year ago Wikimania happened. Jimbo became more and more famous and became to busy for him to do his job, people kept waiting on him. Michael, the treasurer, started looking at the accounting and realized that the org was serious but the accounting was a joke. We tried to figure out how to organize things better. Brad came in the story and started explaining how we could organize ourselves. No one on the board has ever been on the board of a foundation before.

We got nonprofit status and did some revolutionary things: starting the resolution and committee system. We hired Brad as interim executive director.


Board of Trustees: 5 people.

Staff: 5 people. Tim, Brion, Danny (Assistant Grant Manager), Brad, Suzy (phone, etc.). A shockingly small staff for a big site.

Committees: Staffed by volunteers, some board members, some staff members. Supposed to handle themselves. Half of the committees are active, half have failed.

OTRS: The email system which is answered by many.

Chapters: other countries [??]

Committees: Don't replace the community, but expand the board. 5 people cannot handle everything. They may be delegated from the board (technical committee decides what servers to buy).


Resolutions: Someone (board, committee, community) writes a statement. For example, the technical people may say "we need to purchase such-and-such as server". If two people agree it's valuable, then it gets voted on. Once there's a motion to vote, we vote at the bottom of the system. Originally we needed five signatures, which was a disaster. So now it only requires the approval of three, but even this is hard (more later).

Mission: The bylaws do not have DVDs or any details in the mission statement. The local chapters have it in common. But this does not work for fundraising, because it's not "funny" (inspiring?). The people working on the project have much larger goals. Mine: distribution of content to every person on Earth. Others include fighting proprietary software, fighting patents and copyright, and it varies through the chapters. To sum it up: "We make the Internet not suck."

What would the ideal board look like? Set a misison, vision, values, but also strategies, policies (many current board members want to change English Wikipedia polices...ummm....), accountability, responsibility, fiscal overview (Michael), appointing the executive director (Brad), and informing people about the organization (Anthere).

Daily life: Appearing, voting, and hopefully serving on committees.

Good governance

What's the ideal board member? It needs to see the big picture, be expert on some topics (Michael on finance, Jimbo on PR). Without a good picture, they cannot make a good decision. If we get too many people on the board who do not get the picture, we'll get a big mess. If people don't know about our history (like the Spanish fork from advertising) they will make the wrong decisions. The community is international and run by volunteers (who will not always follow you). The organization does not always own the content. They also need to be well-informed. Perhaps they won't have their nose in all the details, but they must have the basics on everything that's important -- like whether our servers are hosted by Yahoo.

Until yesterday, we had one meeting all year -- in January. The second was yesterday. I don't think it's good to run an organization on twice-a-year meetings.

We decided to set up an advisory board to help us. Perhaps outsiders can make the meetings more interested. Perhaps we can get help from professionals if we can't manage to organize ourselves. Perhaps we can watch other organizations. And we need reporting from the committees.

A third level, perhaps the most touchy, is the interpersonal level. No one person on the board should be very different from the others in terms of how the outside world perceives them, we don't want one personality to dominate the board. But that's what happening -- only some people on the board have the time and others are missing. So we have less and less meetings. Last year, every month, now twice a year. What next year? We need to discuss the resolutions before we vote. But since we don't discuss, nobody votes, and we get nowhere. Few resolutions are proposed, fewer over time. Some people vote on resolutions (Angela, Anthere, sometimes Michael, rarely Jimbo, never Tim). But decisions don't get passed and don't happen. We get frustrated, the community gets frustrated. Finally, some have info and others don't.


Expand the board, but not with people who just show up. Set up term limits for members -- we currently have 3 members with unlimited time. Is it normal to have outsiders with appointments for life? We can have the advisory board, hire CEOs, set up committees, vote on policies, and most importantly, share the workload and focus on what one is good at.

A fourth dimension is the political: develop a good relationship with the board, the staff, the chapters, the community. Right now the relation between the foundation and the chapters have a problem. The chapters are not affiliates of the foundation, but instead are more independent. Right now the brands are owned by the foundation, we need to license them to the chapters. The German chapter made a DVD two years ago. Nobody knows about this. Why? Because they were active and found a publisher. We cannot let the organization become the bottleneck. It needs to be much flatter. One problem is competition in terms of money. Maybe the German chapter needs to give some money back, but we shouldn't block the chapter. Why chapters? Brad can go to the Library of Congress in DC, that makes sense. But imagine him at the Library of Congress in Germany! That's the job for the local people.

We need the ability to step back a little. we don't have an agenda, we have a lack of transparency, and I hope the new board members can help.

Committees: Big problem was that they didn't know their job. The idea was that they could share some of the workload of the foundation.

The board is currently voting on buying servers -- that's like voting to buy pens. We need to separate the board from the executive.

Additional issues to think about: The projects we support are all projects supported alone by the Wikimedia Foundation, we don't support other projects and we don't share projects with other organizations. "That's something I think we should go on with." Look at WiktionaryZ, recently approved, and it's already being taken care of by other organizations and we never thought of partnering them and I think this is a point of study. We never think about how the organization should proceed -- should the board control DVD production or just help the English Wikipedia.

One possibility: Create a business-like foundation that does things themselves. Another: Let the community handle it -- more messy, but more open.

We need more international people on the Foundation.

Final words: Thanks to Angela. These are pictures of three people, they are just simple editors. The first editor in France, a teacher who was fanatical in India (who passed away a few months ago from Cancer), and an ecologist who loved hanggliding and disappeared six weeks ago. There are many others who have contributed and left us and I just want to give a special thought to them as we talk about these issues of foundation and organization, but the people who make it possible are people like these, even if they are no longer with us.