Archive:Elections to the board (June 2007)

From Wikimedia Foundation Governance Wiki

The board agreed during the last board meeting to post a note describing the function of the board of trustees to the prospective candidates and voters. You'll find below some information on the topic.

The role of a Board member

The Board of Trustees is the governing authority of the Wikimedia Foundation, a 501(c)(3) non-profit organization registered in the state of Florida, USA. As described in the Bylaws of the WMF:

All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Foundation shall be managed under, the direction of the Board of Trustees.

Responsibilities of the Board include:

  • determining mission, goals, long-term plans and high level policies of WMF and its projects
  • selecting the Executive Director of the WMF, who oversees its day-to-day operations, and evaluating his or her performance
  • ensuring the sustainability of the organization by defining a number of independent revenue sources
  • communicating about the direction and the activities of the WMF to the community
  • providing oversight to staff with regard to accounting, budgeting, and programs
  • maintaining legal and ethical integrity
  • recruiting and orient new board members
  • articulating the mission of the WMF in public

Within the Board, specific positions exist which come with additional responsibilities: the Chair, the Executive Secretary, and the Treasurer. These are defined in the bylaws and elected annually by and from the Board.

Emphatically, the responsibilities of the Board do not include:

  • interfering in day-to-day operations, except in emergencies
  • setting project-level editorial policies
  • resolving basic community disputes
  • volunteering in specific areas of regular WMF organizational work

Individual Board members may continue to pursue such activities, but they are outside their responsibilities as Board members. If you are interested in such work, committees, and other official bodies of the organization are the appropriate venues for it. Also watch out for job openings at the Foundation.

Being a Board member of a small organization like WMF (which faces immense challenges) can be time consuming. You are expected to attend at least 3-4 meetings per year in person, attend Wikimania, our annual conference, and attend other scheduled online meetings and votes. The Board communicates intensively via e-mail, wiki, and IRC as well. Individual Board members sometimes participate in strategic meetings with other organizations and companies, relaying results back to Board and staff... Individual board members are expected to get involved in certain issues (e.g. fundraising, Wikimania, audit, legal etc...) and to help drafting policies, charters and resolutions on such topics. However, contrariwise to many US Foundation, board members are not expected to bring personal money to the organisation, but they are welcome to help raising funds. The board member is a volunteer.

The ideal Board has a mix of different skills: it is composed of big picture thinkers and leaders, non-profit veterans with accounting or legal experience, fundraising experts, and public figures. It is culturally diverse, mirroring the diversity found in WMF's project communities. It takes the corporate governance of WMF seriously while inspiring staff to strive for ambitious, but realistic long term goals.

The role of a Board member is not always the most exciting or most rewarding position imaginable. Much of your work will go unnoticed, some of it will be highly confidential, some purely administrative. On the other hand, it is a unique opportunity to make a difference in one of the most culturally significant organizations on the planet.

16th of June, 2007