Tomos' comments 
Below are my long comments. I signed each point so that others can respond.
Difficult issue to respond/comment 
- (Unclarity of the need) Justification for the change is not clear to me except for one factor - I do very well understand your concern about the level of time committment required. Other reasons stated are reasons for "some" change, but not this or that particular change, I think. This is partly due to my lack of background knowledge on what's going on, I suppose. Also please note I am not suggesting this model is bad. I, as a general reader, cannot see enough reason for adopting or not adopting this model. Tomos 10:07, 16 April 2007 (UTC)
- (Examples would help) Providing examples on how some tasks are done so far, and how it will change in the future, will help people like me to understand the value of this proposal, I think. I will try a little bit of that in the last part of my comments, but please don't expect too much. :-) Tomos 10:07, 16 April 2007 (UTC)
- (This is an internal issue) This is more of an internal issue within the Foundation. Community input would be valuable for issues of community-foundation relationship, or wikimedia-external entities relationship. This is best commented by those who worked for the current or past Foundation. Tomos 10:07, 16 April 2007 (UTC)
I guess it is not easy for those not involved on a daily basis on the Foundation. Some of the problem is that as long as the roles of the board and ED are confused, it is not clear who has authority on what. The ED might fear to take a decision because he thinks the board will outrule him. The staff feels they have 8 bosses. Since roles are not clear, some jobs fall through the cracks and are not done by anyone etc...
As for tasks, well, right now for example, when Barbara receives a business proposition at the office, she is not sure who to forward it to, so it is often for me in the end. Sometimes it is Erik. Sometimes Carolyn. There is no chain of certainty, and many issues just never get done. In the next system, this will be identifiied as ED or as board.
On the central ideas of the model 
- (Policy-making/ Implementation distinction?) The gist of this model is the clear separation of roles between policy-making (board) and case-by-case application of the policies (CEO). I took it to be close to the legislative/ executive distinction in politics. My experience on wikis suggest that some policies arise from accumulation of case-by-case decisions and discussions. As opposed to setting a policy, individual board members, and some trusted others, should be able to volunteer to comment before, after, and in the middle of individual operational decisions. That process will generate better or new policies. Since it is a voluntary participation, it is not as time-consuming for you, who would rather focus on important tasks and delegate operational decisions to others. And because the volunteers have only advisory roles, they are not as restrictive for the CEO as the current system is/was. Tomos 10:07, 16 April 2007 (UTC)
- (Initial investment high) As recognized in your post, the initial investment would be high - CEO would need to learn from the volunteer advisors about our cultures, values, resources, etc. In order to get meaningful advises, CEO has to inform volunteer advisors more often. No doubt, this is a burden for both sides. If either side is not ready to make enough committment, this could produce failure. Tomos 10:07, 16 April 2007 (UTC)
- (How specific will the board policies become?) If the board produces really a lot of policies on ends and means, then CEO will end up with less discretionary power. If the board produces small amount of policies, then CEO will end up with a lot of power. The power is separated for sure, but the separation alone would not determine level of delegation. It really depends where the board draw the line between day-to-day operation and general policy.
- Think, for example, deletion policy. Some classes of pages could be speedydeleted by poilcy. Others are complex enough to warrant individual discussions. Different communities have different ideas which cases should receive individual discussions and which one to be deleted by poilcy. And here, suppose the legislation and operation is separated - board makes a deletion policy and CEO and his co. will take care of deletion operation within the boundary of the policy. The board can make a really detailed deletion policy with detailed classification table (non-notable, high-school, living person's bio, advert, hopeless POV, questionable claim of fair use, etc.etc...), specifying what kind of deletion outcome is good, what kind of deletion procedure is bad. Or, the board can set just a broad goals to be achieved - leave the stuff that communities can grow and delete others, and procedural restrictions - don't ignore community voice.
- Adopting this model, in this sense, does not lift the burden from you or the board at all for a while - you have to look for the best level of specificity for policies, and have to come up with actual policies. The general idea, it seems, is to give CEO a lot of discretionary power, but the model could be implemented differently.
- I think identifying an area in which delegation is easy is good. Some areas needs more careful work, I think. Tomos 10:07, 16 April 2007 (UTC)
- (Procedural restriction not easy) Placing "restrictions" on procedure is one of the central ideas, it seems. But pointing out every potential bads is no easy task, if not simply impossible. When this is combined with rather strong authority of CEO, it could take the projects to somewhere participants (wikimedians) may not prefer. For this reason, I think it might help setting some "values" regarding procedure and require operational half of the Foundation to report back to/ consult with the board whenever adhereing those values is not easy. Again, of course, this means initial slowness of things getting done. Tomos 10:07, 16 April 2007 (UTC)
Some examples 
It would be helpful to illustrate the value of this idea and/or areas that needs further work by taking some examples of how some of the things change when this model is implemented. Below is an attempt to do just that, though it illustrates more of my (Tomos') lack of grasp of this proposal.
- (Committees) CEO will, at her disposal, form or disband executive committees, change staff (including volunteer staff). Or, as the theory suggests, CEO will start from the scratch and committes will belong solely to the board. I think it is somewhat important to introduce the distinction at least. Executive committees are people who do the work as directed. Board's committees do gather feedback from the communities and the operational half, report to the board, form drafts for policies. But this will inevitably create duplication of efforts. Tomos 10:07, 16 April 2007 (UTC)
- (Resolution) Will the resolutions become the primary place to announce desired ends and unacceptable means? I still cannot picture it well.. Tomos 10:07, 16 April 2007 (UTC)
- (Policy change) What process that it take, for example, if there is a perceived need to change CheckUser policy? Can CEO unilaterally change it? Can the board do it without CEO approval? I am not sure. Tomos 10:07, 16 April 2007 (UTC)
- (Budgeting, partnership and other areas) I think CEO will make the final decision on budgeting and partnership issues. Purchasing seems to be an easy part, assuming that the CEO will take advice from the tech team. How about branding? I am not confident that the outside CEO can do it well. If branding fails, it affects wikimedians as well. Tomos 10:07, 16 April 2007 (UTC)
- (Content policies) Intuitively, I think licensing policies, NPOV, and other content-related policies lies with the board, and the board should delegate most of it to the individual wiki-projects. CEO has no say about it, though, of course he can call for attention, help, recommend something, beg for support, or whatever. The communities will pay respect I expect, but not because they are obligated to. Tomos 10:07, 16 April 2007 (UTC)
Step in the right direction 
I'm guessing that you're looking for feedback. Here's my (perhaps rather ignorant) 2c.
I think the general direction is good. I think the main "problem" with models is that many models are designed to guide businesses, where the shareholders are generally less actively involved in the business than are the Wikimedia communities. Indeed, a closer model for us would be a workers' co-operative, where the shareholders are also the employees. With us, nearly all of the work is done by the community, not by the employees. If the board represents the community, it is inevitable that they will want to try and manage rather than simply oversee the CEO - and I think this is bad. The Carver model seems to go totally the other way, keeping the board strictly in an oversight/policy role, while letting the CEO and employees do the day-to-day work.
I think a pure Carver model would break down, as it appears to have often done (from the Canadian study you cite). But a clear definition of roles would probably be a great idea, including
- Make it clear that the board is there to set long term policy, not to manage day-to-day things.
- You make a great point - make it clear that if a board member is working on a pet project, they do that as a member of the community, not as a board member.
At the same time, we need to make sure that the employees do not appear to be distant from the community - a major problem in the past. I think we would need to put in place some formal system for the CEO and staff to solicit comments on major issues - not just setting up a dead page on Meta, but reaching out to people where they are. Maybe a CEO's weekly report and request for comment, transcluded into all the different projects via community portals, newsletters and the like.
Overall, I think this idea is heading in the right direction, and we need to define clearly the responsibilities and roles of all parties, but a pure Carver model would probably not work well. Walkerma 06:37, 22 April 2007 (UTC)
open governance 
- "By law, the board has the obligation to manage the affairs of the organization and can be held accountable"
- "dangerous lack of attention to planning and accountability matters"
- "Many volunteers complain about the problems related to communications"
- "resentful or dismissive of board decisions when they perceive the board as remote and without understanding of implementation realities"
- "separate the Community Leadership Board from the 501(c)3 Governance Board"
- "you, community members, will also have to help to make it work"
The governance structure should produce a close working relationship between the broad community of wiki editors and the Wikimedia Foundation Board of Trustees. If the Board members are not clearly an integral functioning part of the broader Wikimedia community then the entire structure crumbles into an "us vs. them" battle and good editors will continually leave the community. Accountability is fundamental and requires information flow from the Board to the rest of the community. The very nature of the Wikimedia community demands that this information flow be strong and that the governance process be very OPEN. This means that the governance model must be an open governance model. Item number 5 (above) might seem tempting, but it is not suited for the Wikimedia community. Anyone who is not both an integral member of the Wikimedia community and a leader of that community should not be a Foundation Board member. Anyone from outside the community with needed skills can be a staff member, but should not be on the Board. --JWSurf 16:47, 19 May 2007 (UTC)