I've griped and I've complained about the current shift in the Board, but now I think I will do something useful and propose an alternative structure for Board governance. The proposal I offer is a little complicated, but bear with me as I muddle through it.
The underlying assumption of this proposal is that the Board fulfills two roles: 1) ensuring that the WMF maintains its long-term vision, and 2) fiduciary responsibility (audit, budget, etc.). Now, I really do like
To be more specific, each Board would consist of seven members, and each would meet separately, as they deem necessary, with two joint meetings.
Why seven members each? Here is my breakdown: The Community Board would consists of 4 elected members and 3 chapter representatives (I can live with 5 and 2 as well). The elected members would be selected from the community of editors and developers, with at least one, but no more than 3 representing the English-language projects. Why at least one? Because face it. English is by far the largest project, with the largest number of contributors, and the greatest public visibility. It should always get at least one representative (note that I said English-language, not US—for all I care the rep can be from
The Professional Board will likewise consist of seven members, consisting of at least three members of the current advisory committee, and other external professionals, such as Stuart West. This Board will meet at its discretion (it is likely that they will not go for 3-day meetings once every two months because they have real lives) and oversee financial and legal matters, which fall under the scope of fiduciary responsibility. This Board will also provide the Treasurer of the WMF.
As I said earlier, they will meet with the Community Board twice a year to discuss and decide on matters that involve both groups. Among the joint Board's responsibilities will be a regular evaluation of the ED's performance. Mike Godwin, as Legal Counsel, will also act as Secretary for both Boards and take minutes of their meetings (in fact, it is quite common for an external attorney to take Board minutes). He will not, however, be entitled to vote, since he is acting as staff, rather than as a Board member.
So where does this leave Jimmy Wales? He will be a non-voting member of both Boards with the responsibility of facilitating between them. In the event of a tie in a vote between both Boards, he will be the deciding vote, but his main role will be to facilitate communication between the two groups.
The advantage of this proposal is that it brings together the four groups that should be represented: 1) Community; 2) Professionals; 3) Chapters; and 4) Advisory Board (i.e., people who are professionals, but who share the core values of the Foundation, based on their work in related free content fields and who, theoretically, already participate in governance in some way). As I said in an earlier blog post, it is a crying shame that the Board has not begged Ward Cunningham, the inventor of wikis, to serve. As someone commented in Wikipedia Review, it would also be quite good if someone who has experience working in developing nations is asked to join the Professional Board as well. Perhaps someone from Teachers without Frontiers could be asked.
I realize that my voice may carry little weight with the current Board. On the other hand, I would ask them to look behind the messenger and consider the message. I believe that this offers the basis (and sure, it can be tweaked some) for a viable compromise.
4 comments:
Sounds like a god idea, but how will decisions be divvied up between the boards? i.e. a decision to hire new sysadmins goes to which board? How do the boards play off each other? i.e. if there is a decision up for vote at both boards, and Community board votes yea, and professional board votes nay, does that count as "one vote for yea, one for nay, Jimmy decides the outcome"? Or do you count up the yea votes on each board, and weigh them against the nay votes on each board? i.e. Community board voting 4-3 in favor, Professional board voting 4-3 against results in an even tie, but community board voting 7-0 in favor, and professional board voting 4-3 against results in a 10-4 in favor ruling. Does that count as a tie (because each board ruled a different way) that is broken by Jimmy, or does that count as an overall vote of yea, based on the total number of yeas in both boards against the total number of nays in both boards?
I like this idea in theory, but I find too many problems with the implementation to make it work in my mind. What you have outlined--a scheme with two boards, one of which is community-based and one of which is professional--Is no different then a scheme where the current board becomes fully-professional and a "Wikicouncil" is created for support. Last thing we need is more condescention, "you kids go play with your wiki while the big boys decide how to manage your money".
While I'm not an opponent of board professionalization, I don't think that the case has been made adequately that the current community-based board is not performing to expectations, and that "professionals" would do so much better of a job. We've heard sweeping generalizations like "The foundation needs a professional board to move to the next level of maturity", But I'm not certain that such a statement is truth. Such a statement is certainly not well-cited.
Perhaps better yet would be to keep a community-based board, but replace the advisory board (which Angela has made quite clear is useless) with the necessary professionals. Of course, in this scheme, you would actually have to solicit advice from the advisory board prior to making decisions, as opposed to the current situation. In this way, the final authority rests with the community members, but there is structured input and advice from professionals.
Rather than think of it as two distinct boards, you might want to think of it as one large board with two active working groups, each focusing on its particular area of expertise. Of course, certain issues will be decided jointly, for instance, approving the budget. the Professional Board will handle the number crunching, but the community Board will focus on ensuring that the budget is in line with the mission, and determine what project related line items are essential. Hence the twice-yearly joint meetings. I think this also addresses SwatJester's concerns about the vote: some items are by vote of fourteen people, with Jimmy acting as a tie-breaker. I would add that there would be a community component to the professional board through the advisory committee members, and a professional component to the community board through people like Domas or Michael Snow. Furthermore, since larger boards often work by committee, it would be good that committees include members of both groups, i.e., a rep from community on the Audit Committee.
What is essential for something like this to work is that the responsibilities of each group (and those of the combined board) be delineated clearly, with veto extended to both groups. While the veto may sound controversial at first, it actually should exist in practice: for instance, the Professional Board may decide that the Foundation needs money so it should copyright Wikibooks and sell print copies on Amazon, but the Community Board could then say that this runs counter to the mission and nix it. Conversely, the Community Board may decide that they want to meet for 3 days in a different city every month culminating in a big party, and the Professional Board would say that this violates their fiduciary responsibility. (Note that both examples are extreme.)
Regardless, what you get is a system of checks and balances, with one group (Community) focusing on priorities, and the other (Professional) focusing on fiduciary norms.
And of course, the proposal needs some ironing out. Quite honestly, I came up with it in the shower, and presented it as a rough outline of some acceptable compromise that would take all positions into account in a reasonable way.
The general idea of differentiating between rôles seems quite interesting. Of course, I'm not an expert on corporate history, but to my best knowledge, it's never been tried this way; either one or the other ends up dominating the system, leading to such developments as creation of Professional Bureaucrats.
Alas, it seems unlikely that the current WMF structure could be peacefully reformed in such a manner.
By way of clarification, however: why is Jimbo needed in the system? All the other components seem to me to comply with Antoine de Saint-Exupery's complexion criterion, but this appears superfluous. Surely, maintaining common mailing lists, or having bicameral meetings every now and then would be more efficient ways to coöperate?
As for swatjester's question, I believe there's already a standard procedure for resolving such questions. It goes like this:
1. Each board's (or 'committee's) authority is defined through topic.
2. Each question is first classified along the recognised topics of competence, and then, by the committee.
3. If such classification fails (which may well happen in the question of buying more computing power), both boards are taken together and discuss and vote as a single board. (This is one of the ways the bicameral meetings can be used.)
There are systems that attempt to accommodate separate voting, but, to my best knowledge, these tend to depend on one of the boards being superior over the other such as the House of Lords over the House of Commons. Furthermore, in separate voting over ill-defined issues -- such as this very 'should more computing power be procured?' one --, I believe it's important that the different board can discuss together, and this way, perhaps, establish common criteria such as 'The right time for getting more servers is when average response time grows over 5 seconds'.
Yet another alternative -- mostly concentrated on the balance of powers issue -- might be to introduce a third board, but I'm not convinced the costs and further complexity in such a solution would be justified by the gains in clarity of border case votes. In a classical three-branches model of government, the Community Board could be -- provisionally -- likened to the legislature and the Professional Board -- just as provisionally -- to the administration, but a Superior Arbcom does not strike me as something that would fit well into WMF's governance scheme.
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