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|Chapters Council discussion — Index|
The Chapters Council or Wikimedia Chapters Association is a proposed organization comprising Wikimedia chapters. The council is intended to serve as a central organization for all chapters that join. The purpose of the organization is to promote coordination and accountability among the chapters, represent the chapters on common interests, facilitate the exchange of knowledge and experience, and provide assistance and support in organizational development.
Drafting of the following proposal of a chapters council started in August 2011, shortly after the Wikimedia Foundation Board of Trustees letter regarding fundraising accountability. It grew out of a renewed concern that questions of accountability, peer-review, development assistance, and knowledge exchange between chapters have remained unaddressed – while the number of chapters had grown to nearly 40 at the time. After active initial discussions in August and September concerning the establishment of the council, there was a lull while chapter representatives prioritized other activities, including the 2011 fundraising campaign and the preparation and submissions of program plans for 2012.
At the Finance meeting 2012 in Paris in February, discussion restarted, with support for the proposal expressed by more than a dozen chapter representatives. Some Wikimedians have started to work on a draft charter (see below). It is the idea to have a rather complete concept on March 18th, reactions from chapters until March 25th, and sign it on the chapters conference in Berlin at the end of March (see timeline below). After that, the chapters are asked to join.
Purpose and responsibilities 
There are currently 39 chapters around the world. While the founding and recognition of chapters is well-defined through the formal recognition process guided by the Chapters committee, no expectations, structures, or institutions have been set up for the time afterwards. The Foundation has, in the past, provided some support through a chapters coordinator, financial grants and a chapter development pilot project. The Foundation has been reluctant, however, to take a more active role in facilitating chapter assistance, review, and guidance.
The council aims to fill this void. It has the following four responsibilities:
|determine consensus positions on common chapter interests and represent them in relations with the Foundation, the project communities, and interested external parties||set standards of accountability for the member chapters and review adherence to them|
|This might include negotiating trademark and fundraising agreements, but also facilitating the bi-annual board selection process.||Examples might include standards for internal audits, internal and external communication, annual planning, strategy development – see the latest draft Audit committee/Draft Accountability standards for some ideas|
|facilitate the exchange of experiences, ideas, and useful institutional knowledge between chapters||assist and support member chapters in their organizational development|
|This could for example include online platforms for sharing reports as well as physical conferences and workshops like the Chapters meeting 2010, Fundraising Summit 2011 or the Finance meeting 2012.||e.g. work like this pilot project, see also Chapter development|
The council will consist of elected chapter representatives who will provide their expertise, guidance and oversight to the rest of the chapters. It will be responsible for overseeing most affairs related to chapters, from internal audits to guidance to any help a chapter might need in its life. The council might also be required to intervene when it is necessary to protect and safeguard other chapters and the movement as a whole. The exact structure of the council and its officers are currently still in discussion.
The scope of such a council will remain open but can eventually extend to any area related to chapters that they agree upon. This could also include interfacing with multi-chapter initiatives of the nature of Iberocoop.
To avoid another advisory group model, the council needs to have a physical existence with the ability to manage and assist any and all chapter affairs. It will also have some staff to assist in its affairs.
|for the chapters||for the Foundation||for the community|
- some first ideas on a "UN of chapters"
- August/September 2011
- Started discussions on Chapters Council
- 17–19 February 2012
- Revived discussions in light of board thoughts for future of fundraising and funds dissemination. Support by representatives of 13 chapters to set it up rapidly.
- By 9 March 2012
- Finish structure discussion
- By 9 March 2012
- Draft charter, circulate for discussion, feedback, and amendment.
- By 18 March 2012
- Finish drafting the charter
- By 25 March 2012
- Agreement on the new organization by at least 12 chapters
- 30 March 2012 – 1 April 2012
- Signing of the charter at the Wikimedia Conference in Berlin, brainstorming, selecting interim officials, and deciding on next steps
- April 2012
- In those cases necessary, some chapters might have to recontact their people at home before final acceptance
- By 1 June 2012
- Each chapter selects their representative; the charter is amended according to decision on the location and advice from a lawyer for the actual incorporation
- By 1 July 2012
- Collaborative draft of an action plan and a budget for 2012–13
- 23–14 July 2012
- First in-person council meeting at Wikimania in Washington DC.
(Model B) 
I would actually like to propose a Chapters' Association with a purpose and some principles in which the Chapters Council is the representative body and an Executive Board would be responsible for executing Council decisions. Chapters would be free to join this association in order to further the association's purpose and principles.
each chapter selects a representative and deputy for a fixed term of one/two years.
selected by the Council for terms of three years
|Staff and volunteers||
||selected by the Board of Directors as needed||all models possible|
Chapters' Association 
Comments are italic.
[taken from #Responsibilities above]
|1. The purpose of the association is
|2. As a member of the Wikimedia movement, the association values openness, transparency, and honesty about our mission, goals, policies, activities, governance, structure, funding and finances.|
|3. The scope of the association shall extend only to those chapters that have joined the association.||Joining the association is voluntary. But, naturally, joining is a prerequisite to sharing in the benefits the association brings.|
The Council 
|1. The Council consists of one representative and their deputy from each member chapter. Each chapter representative is chosen by their chapter for a term of one/two years.||In the Council, each chapter is equally represented. Selecting a deputy allows for chapters to be represented even if the main representative is unavailable. A fixed term ensures that the council can be somewhat stable and organized its throughout its term.|
|2. How chapters choose their representative is up to them. The Council might set a uniform date by which elections must be done, however, so that all terms start at the same time and there is not constantly turnover in the meantime.||This leaves it up to each chapter to decide how they select their representative (e.g. by board resolution, by the members' assembly, by a general vote, etc.). A universal start of the term allows the council to be more stable without constant fluctuation.|
|3. Anyone can be a representative for a chapter as long as he or she is a member of the chapter. Representatives may, during their term, not hold a board, governance, or executive position in the association, any chapter or in the Wikimedia Foundation, but may continue to serve chapters or the Wikimedia Foundation in informal or advisory capacities. Representatives cannot, during their term, be appointed or elected to any office in the association that was created or whose compensation was increased during that time.||No self-dealing in creating paid positions, then taking them on right afterwards. Also, there's no overlap between being in the Council and being in the Board of Directors as well as between the Council and a chapter's board. The idea is that chapter representatives, who are still unpaid volunteers, can dedicate their time, effort and focus to their work in the council.|
|4. The Council keeps minutes of its meetings, votes, etc. and publish them, except those parts considered confidential (for example personnel matters). Each Representative's individual vote will be recorded if 1/5 of them so request.||This establishes that the Council operates in public unless confidentiality is needed, and publishing individual votes, thereby underlining a firm principle of transparency.|
|5. The Council meets in person at least once every year. All other activities should happen online, in phone conferences, or other appropriate means.||Personal meetings are important because actually getting all people in one place to discuss and resolve matters is often many times more efficient than online collaborations alone. There are already two events per year that could easily facilitate these meetings: the Wikimedia Conference and Wikimania.|
|6. The Council elects a chair and maybe other officers to keep things moving and to moderate discussions.||Having a moderator has proved useful during the board seat selection process and also during Wikimedia Conference sessions. It would be good to have someone who accepted the responsibility to keep things moving, follow up on individual Representatives if they've gone "missing", prepare the in-person meetings, etc.|
|7. For votes, if at least half of all Representatives participate, the vote is valid (quorum). Each Representative has one vote.||A quorum of one half of all members ensures that the Council doesn't stop functioning because some representatives fail to participate or some seats remain unfilled.|
|8. In general, the Council makes its decisions by majority vote of those present and voting. In case of a tie, the proposal fails. Whenever the subject matter is membership dues or expulsion of a Representative, a two-thirds majority of all representatives is needed.||This establishes a firm principle of majority decision-making which prevents deadlock and ensures that things can actually move forward.|
|9. The Council has the power
|10. No funds may be disbursed unless authorized in the annual budget or individual resolutions passed by the Council. The Board of Directors will publish a regular statement and account of its revenues and expenses at least once a year.||This clarifies the Council's power of the purse and also ensures appropriate public accountability of the association.|
|11. Representatives are volunteers. They will be compensated by the association only for expenses incurred in discharging the powers and duties of their office.||Representing a chapter is a volunteer position. At the same time, no volunteer should be excluded from effectively fulfilling his duties simply because he or she can't afford to attend meetings.|
|12. The Council may remove members of the Executive Board if such member is deemed unfit or unable to discharge the powers and duties of his office. Removal requires a two-thirds majority vote.||This ensures effective oversight of the Council over the Exeutive Board during their term.|
The Executive Board 
|1. The executive powers of the association are vested in an Executive Board comprising of the President, the Vice President, and any additional principal officers as provided by Council resolution. Members of the Executive Board serve for a term of three years.||The size of the board is 2+ where the Council determines how much + there is. At the same time, the term is fixed so that fixed-length contracts can be entered into with board members.|
|2. The President and the Vice President will be elected by the Council at an in-person assembly. Their terms commence on July 1 following their election and end on June 30 three years later.||This sets clear dates and timeframes of responsibility/liability for individual board members.|
|3. Members of the Executive Board may, during their term, not hold any other office in the association, in the Wikimedia Foundation, or in any chapter.||Similar to the Representatives, board members should also be dedicated to their service in the association and should not be partial or accountable to any single chapter, but rather promote the common interests of all chapters.|
|4. If the President is temporarily unable to discharge the powers and duties of his office, the Vice President will take over until the inability is over.||Purpose of the VP is to assist the President and to (temporarily) take over when he or she is unable.|
|5. The members of the Executive Board are compensated by the association for expenses incurred in discharging the powers and duties of their office. They will also receive a compensation for their services, the amount of which will be determined by the Council and which will neither be increased nor decreased during the period for which they have been elected. They may not receive any other compensation from the association, the Wikimedia Foundation, or any chapter.||Like the Representatives, board members also get their expenses reimbursed. They also get paid, so this is not a volunteer position. In order to function effectively, it's likely that board members are professionals. To avoid conflicts of interest, they can get paid only by the association and no one else within the Wikimedia universe. They also can't get a raise until after they've been re-elected.|
|6. The Executive Board has the power:
||This just exemplifies some of what "executive power" means.|
|7. The Executive Board reports to the Chapters Council on the association's activities and has the right to submit proposals for Council resolutions.||Regular reports strengthen the Council's oversight and ensure that its decisions are followed through.|
|8. The President has the power
||This establishes another instance of separated powers: aside from the President and the Vice President, appointments of officers are by the President and confirmed by the Council, thereby ensuring that candidates are primarily chosen by ability rather than popularity. It also, implicitly, makes the President responsible for ensuring that positions are filled, rather than expecting volunteers to go through the arduous process of finding, interviewing, and nominating candidates.|
(Model KISS) 
This model KISS (keep it slim and simple) for Chapters Council (ChaCo) tries to present a lean structure with few provisions, giving the chapters the opportunity to be represented in a way they find suitable. The model takes into consideration that the chapters have limited human and financial resources. Ziko 12:24, 29 January 2012 (UTC)
Essence and scope 
The ChaCo is an organization common to the Wikimedia chapters and only to them. It does not claim to represent anybody besides the chapters. If necessary it can have a formal legal status according to the law of a suitable country. The ChaCo coordinates the discussions between the chapters, and it decides by simple majority. Above all the ChaCo
- produces chapter statements towards the WMF, particularly with regard to fundraising;
- collects money from the chapters for common tasks;
- preselects the chapter nominated WMF board members.
Provisions to necessitate a different majority, e.g. a two thirds majority, should only be considered for very exceptional decisions, e.g. changing the Constitution. Two thirds majorities are likely to lead to immobility and paralization of an organization.
All chapters that are acknowledged by the WMF can 'join' the ChaCo, meaning: they can delegate a representative. By delegating a chapter confirms that it respects majority decisions by the ChaCo.
- All these chapters should be eligible to join because
- the question what is a chapter and what not is already satisfactorily defined by the WMF;
- a different solution would create two classes of chapters which would be against the ChaCo ambition to speak in the name of 'the chapters';
- creating new criteria for an eligible chapter would make long discussions necessary, and hurt the feelings of chapters deemed not eligible.
- All these chapters should be eligible to join because
The ChaCo consists of one representative of every chapter each. The chapter board is absolutely free to delegate anybody who has its confidence. The representative can be exchanged at any time.
- Why should the chapters be free to delegate someone of their free choice?
- There are different cultures in the single countries concerning what is considered suitable.
- The free choice makes chapters more likely to feel really represented and to accept ChaCo decisions.
- A representative with a free mandate for several years may come into a situation where he no longer represents anybody, that his electing chapter (board and members' convention) feel not represented by him.
- In many countries, especially the small ones, it is very, very hard to find a suitable person to represent a chapter. Excluding e.g. chapter board members from being a representative would make it even harder.
- A commitment for several years (like a three years term) can scare away many candidates. People's lives can change suddenly. Also, sometimes a representative becomes less active, and it would be unsuitable to need a ChaCo decision to dismiss him. A non active representative, chosen for a long term, could make a chapter de facto unrepresented.
- There should be no provisions for a representative, besides e.g. being of full age, and representing only one chapter at the same time. It would e.g. not be necessary to demand chapter membership - if a chapter board wants to make someone from 'outside' the representative, this person can easily become a chapter member anyway. Such provisions don't add something.
- Why should the chapters be free to delegate someone of their free choice?
There should be only one representative per chapter
- to make sessions in real life not too big;
- to make sure that there is only one vote / one opinion from each chapter.
But a chapter representative can be accompanied by one deputy representative without voting rights. Real life sessions can be hold at the Chapters Conference and at Wikimania.
The ChaCo is supposed to create committees from its members to deal with specific subjects.
The ChaCo has a Chair elected by the representatives from their midst. The Chair
- calls sessions of the ChaCo;
- coordinates its work technically, prepares the agenda;
- is informed by the chapter boards who is representing them.
The ChaCo, if possible, installs a (paid) Director
- to prepare documents and proposals subdued to the ChaCo;
- to represent the ChaCo to other Wikimedia entities,
How can the ChaCo come into existence? A majority of the existing chapters (39 chapters, making 20 the majority) can decide that it wants the ChaCo. Here the steps of the roadmap (a kind of provisional constitution):
Step 1: Provisional Chair
A Wikimedian, preferably backed by a chapter, talks informally to several chapters. If he believes that he has enough support, he publicly stands up. He asks all of the chapters to a) install him as Provisional Chair, b) accept the roadmap and c) nominate a person as chapters representative (of course, the chapter must have the consent of the person).
If at least half of the existing chapters have complied to a, b and c, the next step can follow. The Provisional Chair might want to wait until as many chapters as possible have joined. Later, chapters can only join after the ChaCo has its Constitution.
Step 2: Election of a Chair
The Provisional Chair asks the representatives to elect a Chair from their midst. The Provisional Chair can candidate if he is a representative. The Chair is elected with a simple majority of the chapters which joined. He declares the ChaCo to be founded. (Because the representatives forming the ChaCo are installed, and they have already elected its most basic organ, a president.)
Step 3: Constitution
The Chair presents a drafted Constitution to the representatives. A final proposal needs a majority of the representatives that responds to a majority of all existing chapters. Example: From the 39 chapters, 22 join immediately. The President can be elected with a majority of only eleven, but the Constitution needs a majority of 20.
Before the Constitution is accepted and declared, the ChaCo cannot make other decisions except electing a new Chair if necessary. Also, before that, no chapter can join but a chapter can exchange its representative if necessary.
After the declaration of the Constitution, the ChaCo is free to install a Director, accept representatives from new chapters, decide on deputy representatives etc. etc.
End of the roadmap and of Model KISS.
Draft Charter of the Wikimedia Chapters Association 
Model B and Model KISS served as basis for a discussion among Wikimedians. Based on these, the following charter is drafted to be presented to the Chapters: