I think this is an excellent response. You've given Sue the
information she needs, while making very clear our position on the
issues.
It might be worth adding a little more detail on the WMF
representative on the WMUK board idea (which is a new one to me, and I
very much doubt it will actually be proposed, but since it is new I
doubt Sue has any information from us on how it would work). Explain
that all board members have to be ratified by a general meeting (at
the moment, annually). At best, we could have a separate vote on the
WMF rep (rather than having them stand in the main election), but they
would still need to get 50% support of members each year. (And
introducing that separate vote would need 67% support.)
It's much like the chapter-selected seats on the WMF board - they
still have to be ratified by the members of the WMF, it's just that
the members of the WMF are just the WMF board.
On 29 February 2012 19:46, Chris Keating <chriskeatingw...@gmail.com> wrote:
> Increased visibility of our internal workings
> Since last August we've been engaged in a dialogue with you about these
> issues. We expect that to continue. We're optimistic that the Chapters
> Council, when up and running, will mean that many (though not all) of these
> things stop being a burden on the Foundation and become a peer review
> activity for Chapters. Furthermore, we think that it is just as important
> for us to be transparent and accountable were we to be spending money which
> we had received in the form of a grant, than if we were taking donors' money
> directly.
>
> What if the answer's still No
> We think there is now a fairly clear scenario which enables chapters to
> payment-process without prejudicing the Foundation's fiduciary duties, and
> without creating the idea that Chapters are dependent for their growth on
> payment-processing. There are many benefits to this scenario and few
> drawbacks. We would be disappointed if the Foundation did not choose this
> scenario.
>
>
> On 23 February 2012 20:52, Sue Gardner <sgard...@wikimedia.org> wrote:
>>
>> Hi Roger,
>>
>> I'm so sorry I didn't see you at the Paris meeting, but I'm sure
>> you've heard from Chris and Mike --- it was very good. I am really
>> grateful to Christophe -- he did a great job of setting a
>> constructive, positive tone: it was fabulous :-)
>>
>> The meeting gave everybody there a chance to discuss where we're at,
>> share our current thinking, and kick around possible paths going
>> forward. As you know, we've been talking about these issues for many
>> months: it was good to have some F2F time together on them. You
>> probably also know that on March 9, I’m expected to deliver to the
>> Wikimedia Foundation Board a set of recommendations, one of which will
>> cover who should process donations that come in via the project sites.
>>
>> The purpose of this note is for me to gain further clarity about the
>> UK chapter’s current position on payment processing. I think I have a
>> sense of where you're at, but I'm not 100% positive. So the purpose of
>> this note is to get clarity where I'm not sure, particularly in light
>> of the letter the Board published a few weeks ago.
>>
>> First, some background. I want to be careful not to aim to speak on
>> behalf of the WMF Board of Trustees: at this point, it hasn’t decided
>> anything beyond what it's already published, and I do not yet know
>> what it will ultimately decide. Having said that, the Board did say
>> earlier this month that it is "sharpening" the criteria for payment
>> processing. That payment-processing is not a natural path to growth
>> for a chapter, and that in future, most chapters won’t
>> payment-process. It also said that if and when chapters
>> payment-process, it would be done primarily for reasons of tax,
>> operational efficiency, only where payment-processing is not in
>> conflict with funds dissemination principles and goals, and that
>> payment-processing should avoid a perception of "entitlement." There
>> was some initial confusion about what “entitlement” means, and in
>> Paris the Board members clarified that it means payment-processing
>> chapters would not be entitled to keep funds they process: funds for
>> payment-processing chapters would go through the same dissemination
>> process as funds to non-payment-processing chapters.
>>
>> In light of all this, and as I start drafting my final recommendations
>> to the Board, there are a few questions I’d like to ask you. I'm
>> cognizant that responding might seem burdensome for you -- you likely
>> don't have a Board meeting scheduled in the next few weeks, and I
>> expect you may not have super-easy, quick-turnaround access to legal
>> counsel. So please rest assured that my goal here isn't to burden you.
>> Some of these questions may be easy to answer -- if so, great! To the
>> extent that they are hard to answer, I'd be happy if you could give me
>> a provisional or partial answer. Please don't feel like you need to
>> drop everything to give me definitive responses, and please know that
>> any and all information will be helpful, even if it's incomplete :-)
>>
>> Here are my questions:
>>
>> * Assuming all of the above holds true (specifically, that the chapter
>> has no entitlement to retain or to control dissemination of the funds
>> it processes), does the UK chapter still aspire to payment-process in
>> 2012 and beyond? If you would still prefer to payment process, I’d
>> appreciate if you could share with me your thinking about why.
>> Basically -- how do you feel payment-processing would benefit your
>> chapter, and/or the Wikimedia movement overall?
>>
>> * Are there specific local requirements or incentives (beyond Gift
>> Aid, which I know about) that you're aware of that might make it more
>> difficult or costly for the Wikimedia Foundation to payment process
>> donations from the UK, relative to the UK chapter doing it?
>>
>> * I think the UK chapter and the Wikimedia Foundation have a pretty
>> good understanding of the restrictions you would face, if you did
>> payment-process, in transferring money to the Wikimedia Foundation. (I
>> mean, restrictions capping the amount or percentage you can transfer,
>> or restrictions on how that money can be used.) But I’d like to ask
>> you: in addition to what we’ve discussed in the past, is there
>> anything new that the Wikimedia Foundation should be aware of? We are
>> now (for the first time) talking about payment-processing chapters not
>> having an entitlement to the money raised out of their geography, so
>> what I’m mainly asking about is that. Assuming you weren’t entitled to
>> retain money, or control its distribution internationally -- does that
>> create any new problems or impediments for your chapter in freely
>> moving money out of the UK?
>>
>> * If you were to payment-process in 2012 and beyond, the Wikimedia
>> Foundation Board of Trustees might want to have increased visibility
>> into your chapter’s internal workings, to make sure it’s able to
>> confidently uphold its fiduciary responsibilities. Just as
>> illustrative examples -- this might include an assessment or
>> independent audit of your chapter’s legal and financial practices and
>> policies, site visits to your chapter’s offices, and/or the Wikimedia
>> Foundation requesting a seat on your Audit committee or on your Board
>> of Trustees. In general, can you provide your perspective on
>> requirements such as those? I remember that in the UK the idea of
>> reserved Board seats for this kind of thing seems less culturally
>> acceptable than in the United States: is that true? Are there other
>> legal or cultural impediments to the kinds of possibilities I've
>> raised, and if so, are there alternatives that might be better or more
>> appropriate? (Please bear in mind I’m not necessarily saying that the
>> Wikimedia Foundation would propose any of these: at this point I don’t
>> know. Before the Board considers the options, I’d like to get your
>> general thinking.)
>>
>> * If your chapter were not going to payment-process in 2012 and
>> beyond, either because the Wikimedia Foundation disallowed it, or
>> because you chose not to, what would the reaction of your chapter be?
>> ("Your chapter" could mean you, the Board as a whole, or chapter
>> members.) Would the UK chapter want to be allowed to payment process
>> in 2012, even if you couldn’t payment-process in years after that? (If
>> so, why?) What problems might stopping payment-processing cause for
>> your chapter, and are there ways the Wikimedia Foundation could help
>> resolve them? What kinds of issues would we need to resolve in a
>> transition period? Fast answers are okay here: I am really aiming to
>> make sure I don't miss anything important.
>>
>> Just so you know: I am also sending similar questions to the German,
>> French and Swiss chapters. If you want to coordinate your responses
>> with those chapter heads, that's fine with me. I'm sending this mail
>> to you individually because I'm primarily interested in the position
>> of the UK chapter and the other chapters that have recently
>> payment-processed, not in the general thoughts of observers on our
>> mailing lists. I feel like there's been lots of opportunity for people
>> to express general opinions. That said, I am totally fine with you
>> forwarding this mail to anyone you like, and/or discussing this on
>> lists such as the chapters list or internal-l. I don't consider it
>> confidential, and I am fine with you freely sharing it with anyone you
>> like.
>>
>> Like I said earlier in this note, my final recommendations are due to
>> the Board on March 9. So I would very much appreciate a reply --even a
>> partial one-- by March 2, if that's possible for you. I'm CCing Barry
>> because I'll be travelling next week, and I want to make sure we have
>> an open line for easy communication, especially if anything in this
>> mail seems unclear or confusing.
>>
>> Thanks,
>> Sue
>>
>> --
>
>
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