Wikimedia board manual

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About this page and what should happen in an ideal world

Who can help build it and how?

Everyone interested and knowledgeable in the Foundation can help building it on meta. The draft will be left here as long as necessary to get a decent content. Materials can be added and removed to create an up-to-date reference. The board manual will probably primarily developed by staff in consultation with the board and other officers. It should appear in a durable and structured way with a table of contents and clearly divided and labelled sections. Use of templates as we frequently do on meta is welcome. Items should be dated and material replaced when necessary.

To put that immediately into full gear, you are welcome to start helping with building it and making as many comments and criticisms as needed.

Where will it be hosted?

Manual in construction will be on meta. When parts are "done", they will be moved to Wikimedia Foundation, in particular when they contain potentially sensible data. Some information might possibly stay on meta.

Contents

[edit] Introduction

This document explains the roles and responsibilities of the Board of Trustees of the Wikimedia Foundation. It also provides a high-level introduction to the Foundation and its mission, projects, operations, staff, and history. It serves as a reference for current Trustees to use during their terms, as an introductory document for new and prospective Trustees, and as a resource for everyone in the community who wants to understand better the role of the Trustees and the Foundation.

Contents of board manuals may differ somewhat among different organizations, depending on the needs and nature of the organization. Regardless of the content, manuals should be provided to each Trustee. This manual greatly helps to orient and train new Trustees, and ensure efficient organization and access to these materials. Their content also provide handy reference for public consideration.

We need a board manual for three main reasons (which may or may not be the usual reasons, I do not care, we need it anyway for these three reasons...)

First reason
Every organization should have a thorough, easy-to-use manual that trustees can use throughout their terms. First, every new trustee and every new member of staff must be informed on the goals, the board structure and the operations, as well as fellow members and staff.
To spare them the need to dig up every piece of needed information from several websites, from the archives of long-forgotten pages, from mailing lists and private discussions on irc and emails with previous or current board/staff members, a working, up-to-date and central resource is very handy. The board manual provides orientation for everyone.

Second reason
Editors and external individuals interested in the organization may get informed through the board manual of all the "essentials".

third reason
From a legal perspective, a board manual can help us find information when we need it, and better realize which information is actually missing.

[edit] General information on The Wikimedia Foundation

[edit] Incorporation

The Wikimedia Foundation, Inc. (aka WMF) is the parent organization of various free-content projects, most notably Wikipedia, the award-winning online encyclopedia. It was created in 2003 (Announcement of creation).

Wikimedia is a non-profit charitable corporation organized under the laws of Florida, USA, and has 501(c)(3) tax exempt status in the United States. Fully audited, the Wikimedia Foundation is listed as a charitable organization at Guidestar and its partner sites. The Foundation's Bylaws are available here.

[edit] Our mission

The mission of the Wikimedia Foundation is to empower and engage people around the world to collect and develop educational content under a free content license or in the public domain, and to disseminate it effectively and globally.

In collaboration with a network of chapters, the Foundation provides the essential infrastructure and an organizational framework for the support and development of multilingual wiki projects and other endeavors which serve this mission. The Foundation will make and keep useful information from its projects available on the Internet free of charge, in perpetuity (See also our Mission statement).

[edit] Projects supported by WMF

WMF supports Wikipedia, the online encyclopedia, which as of April 2008 was among the 10 most visited websites in the world. From the founding of Wikipedia in January 2001, and the incorporation of the Wikimedia Foundation in June 2003, our growth has been very rapid. The English-language Wikipedia, our first project, has expanded from 135,000 articles at the time of incorporation to over 2 million articles in 2008. In April 2008, WMF announced that all wikipedias contained over 10 million articles.

However, the Foundation also operates several projects beside Wikipedia, such as Wikimedia Commons, the repository of free images and other media, which surpassed 1 million images in November 2006. Wiktionary, the free dictionary, has 8 dictionaries with more than 50,000 entries, three of which have more than 200,000 definitions. Wikisource, an original source repository, is nearing 150,000 pages of content. Wikiquote (quotations), Wikibooks (collaboratively written books), Wikinews (citizen journalism), and Wikiversity (curriculum development) all continue to grow along the same trend line.

More information about our projects is available here.
Statistics:

[edit] How does the Foundation serve its mission?

First, the Wikimedia Foundation owns the Wikimedia servers, the domain names and trademarks of all Wikimedia projects and the MediaWiki software. It generally supports most of the costs of having the projects up and in working order. Contributors retain the copyright to their own content but must release it under a free license, most commonly the GNU Free Documentation License, allowing anyone to use it for any purpose, in perpetuity. Through this principle of free content, we ensure that our work will never be lost to humankind.

Secondly, the Foundation plays an important innovative part in further developing the projects, connecting people and promoting collaboration with other parties. In particular, each of our projects has unique technological requirements, which are met by our team of software developers.

[edit] How is the Foundation run?

The Wikimedia Board of Trustees manages the nonprofit organization and supervises the solicitation and disposition of donations. The Board of Trustees is the ultimate corporate authority in the Wikimedia Foundation, Inc. (article IV, sec. 1 of the Wikimedia Foundation bylaws). The Board has the power to direct the activities of the foundation.

We hired our first Executive Director, Brad Patrick, in June 2006. Our second Executive Director, Sue Gardner, has been with us since June 2007.

Most of the interaction between trustees, staff, committee members, developers and community happens online, on our wikis, on mailing lists, and through electronic chat (IRC). We do, however, have face to face opportunities during Wikimania, board retreats, chapter meetings, or board meetings.

We have only one office, located in San Francisco, California (USA), where several of our employees work. All other staff, as well as trustees, work remotely. As of Spring 2008, the current staff is 15 people (this does not include the many volunteers, from trustees to proofreaders).

At the end of 2006, major changes in the organization took place, including four new trustees in three months, change of the chair of the Foundation, setup of an advisory board, and revised bylaws. Since mid 2007, major changes in the organization occurred again, with trends mostly toward more professionalization.

Additional information:

As of April 2008, the organization does not have a Constitution.

[edit] Our values

Each project has certain values (see for example: Five pillars of Wikipedia). The WMF has its own values, which we ask trustees to share and cherish.

Freedom
An essential part of the Wikimedia Foundation's mission is encouraging the development of free-content educational resources that may be created, used, and reused by the entire human community. We believe that this mission requires thriving open formats and open standards on the web to allow the creation of content not subject to restrictions on creation, use, and reuse.
At the creation level, we want to provide the editing community with freely-licensed tools for participation and collaboration. Our community should also have the freedom to fork thanks to freely available dumps.
The community will in turn create a body of knowledge which can be distributed freely throughout the world, viewable or playable by free software tools.

Accessibility and quality
All the legal freedom to modify or distribute educational content is useless if users cannot get access to it.
We try our best to give online access to high quality Wikimedia project content 24 hours a day and 7 days a week, as well as provide access to regularly updated, user-friendly, and free dumps of Wikimedia project content.
We try, through partnerships if necessary, to ensure the widest distribution, through DVD's, books, PDF's, or other non-internet based means.
To insure world-wide, unrestricted, dissemination of knowledge, we do not enter into exclusive partnerships, with regards to access to our content or use of our trademarks.

Independence
As a non-profit, we mostly depend on gifts to operate (donations, grants, sponsorship, etc.). It is very important to us to ensure our organization stays free of influence in the way it operates. For this reason, we strictly follow a donation policy, reserve the right to refuse donations which could generate constraints, and try to multiply the diversity of revenue sources.

Commitment to openness and diversity
Though US-based, the organization is international in its nature. Our board of trustees, staff members, and volunteers are involved without discrimination based on their religion, political beliefs, sexual preferences, nationalities, etc... Not only do we accept diversity, but we actually look forward to it.

Transparency
We must communicate Wikimedia Foundation information in a transparent, thorough and timely manner, to our communities and more generally, to the public.

Our community is our biggest asset
We are a community-based organization. We must operate with a mix of staff members, and of volunteers, working together to achieve our mission.
We support community-led collaborative projects, and must respect the work and the ideas of our community. We must listen and take into account our communities in any decisions taken to achieve our mission.

Source: values

[edit] Additional background

Additional background information can be found at

[edit] Policies & Procedures

All policies may be found at policies. As of April 2008, there are still rather limited, but more policies are added regularly.

Some policies are related to staff and trustees, in particular

  • a Credit Card Usage Policy (passed February 2008)
  • a Conflict of interest policy (passed September 2006)
  • Non discrimination policy (passed January 2006)
  • Travel Policy (approved July 2007)
  • Travel Approval Policy (approved oct 07)
  • Code of Conduct Policy (approved oct 07)
  • Whistleblower Policy (approved June 2007)

Others are related to projects

  • a Gift Policies (passed January 2007, updated January 2008)
  • a Licensing policy (passed March 2007)

And yet others are relevant to our community (editors and donors)

  • Privacy policy (last updated June 2006)
  • a Donor Privacy Policy
  • an access to nonpublic data policy (approved June 2007)

The organization has also adopted an Audit charter.

Various financial policies are under development but have not yet been officially approved by the board.

All trustees are covered by a Directors & Officers insurance policy since January 2007. The last review of coverage was done in June 08.

Staff members have signed a confidentiality/non disparagement agreement. A similar agreement is under discussion for the board (a first draft has been rejected in April 08).

As of April 2008, trustees may be either elected by the community for a term of 2 years, or appointed by the board itself for a term of 1 year. All terms may be renewable. A nomination procedure for new trustees is under discussion (nomination committee).

[edit] Board organization and operations

[edit] Roles and responsibilities

The Board of Trustees is the governing authority of the Wikimedia Foundation. 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 trustees
  • articulating the mission of the WMF in public

Emphatically, the responsibilities of the Board do not include:

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

[edit] Board organization and membership

Up to date trustees listing, biographies, and terms may be found here Trustees listing and bios. As of April 2008, there are 7 trustees (minimum should be 5, maximum 11).
The majority of trustees are from the community. Members are either elected by the community (for a term of 2 years) or appointed by the board (for a term of 1 year). Elections by the community are done directly on internet by a direct vote from community members. Past elections information may be found [1].

Trustee job has been outlined on this page in 2007.

The board elects every year (1 year term) four officers (Chair, Vice-Chair, Secretary, and Treasurer). The role of the 4 is outlined in the bylaws. However, a more precise job description has been proposed for the

Past board information may be found here.

[edit] Board Committees

Over the past several years, various board committees have been created. The most active board committee as of April 2008 is the Audit committee. An ED evaluation committee is under creation. A trusteeship nominating committee is envisioned. Other temporary task forces have been created and are often called "committee" by habit, including the the treasurer search committee or the ED search committee (these groups may involve both trustees and others as well).

Various other committees have been created and are still active (some became inactive and are not mentioned here). It is sometimes ambiguous whether these committees are at the board, staff, or community level. Examples of such committees include the chapter committee (chapcom), the language committee (langcom), the communication committee (comcom), the fundraising committee (fundcom), the translation committee, the marketing committee, and the OTRS committee.

Audit Committee
The purpose of the Audit Committee is to represent and assist the Board of Directors in its general oversight of the organization's accounting and financial reporting processes, audits of the financial statements, and internal control, and audit functions. The Audit Committee serves a board level oversight role where it oversees the relationship with the independent auditor, as set forth in this charter, and provides advice, counsel and general direction, as it deems appropriate, to management and the auditors on the basis of the information it receives, discussions with the auditor, and the experience of the Committee’s members in business, financial and accounting matters.

A full description of the purpose, authority, composition, and specific area of responsibility may be found in the Audit charter. The committee is re-created every year, per nomination by the board of trustees chair. It must include a majority of trustees and the executive director. The committee uses a private mailing list, a private wiki , and a private irc channel to operate. Phone conferences are also used, in particular when the meeting involves the audit company itself (KPMG in 2008).

ED evaluation committee
under work

Board nominating committee
under work

The chapter committee
The chapcom may be more or less considered to be a board committee (at least for part of its activities). Its responsibilities include coordination of Wikimedia chapters, facilitating communication among chapters and between chapters and the Foundation. This committee also provides recommendations to the board of trustees with regards to recognition of organizations as wikimedia chapters. More information about it may be found here. This committee operates with a private mailing list. The chapter committee currently includes one trustee and reports directly to the board.

The language subcommittee
The language subcommittee might be considered a semi-board committee. It is in charge of developing a clear policy and documentation for new language projects and their proposal, processing those requests, and supporting and coordinating new projects to optimize their success. More information on that committee may be found here. Reading this email might provide additional insights. The language subcommittee currently includes no trustees although it does report directly to the board.

Other committees

Other committees which are primarily operational are described below.

Arguably, the fundcom could either be only about strategy and oversight of the fundraising operations directed by the executive director, or it could be a group of volunteers involved only in operations. As of April 2007, the fundcom seems to be mostly about operations, so is generally not considered a board committee. The board might consider a board-level fundraising committee in the future.

Arguably as well, the comcom is sometimes involved in strategy, but it does seem to be mostly operational in nature. All (or nearly all) trustees are nevertheless members of that committee, as it provides invaluable insights on communication issues (within or outside of the community).

Involvement of trustees
Each trustee has a primary duty to participate to board meetings and vote on decisions as expected from his fiduciary responsibility
Beyond this role, trustees are invited to help in various ways. Four trustees have an additional role

  • the chair defines the agenda (with the ED) and chairs meetings
  • the vice-chair replaces the chair as necessary
  • the secretary is in charge of records
  • the treasurer is dedicated to financial considerations and serves on the audit committee

As of April 2008, one trustee helps in fundraising. One is the representative of the board on the chapcom and reports to the board about the activity of that committee. Two trustees represent the board on decisions over Wikimania location and report to the board on these matters. One trustee is strongly connected to the tech team. Trustees also are involved in the ED evaluation committee etc...

[edit] Board policies and guidelines

Being a Trustee of a small organization like WMF can be time consuming. Trustees are expected to attend at least 3-4 meetings per year in person, attend Wikimania, our annual conference, and attend other scheduled online meetings or vote online. The Board communicates intensively via e-mail, wiki, and IRC as well. Individual Trustees sometimes participate in strategic meetings with other organizations and companies, relaying results back to Board and staff. Individual trustees are expected to get involved in board committees or tasks forces on certain issues (e.g. fundraising, Wikimania, audit, legal, etc.) and to help draft policies, charters and resolutions on such topics. However, in contrast to many US foundations, trustees are not expected to bring personal money to the organization though they are welcome to help raise funds.

All trustees have to sign a pledge of personal commitment upon joining the board. This pledge includes agreement to follow the COI policy. This conflict of interest policy is intended to permit the Foundation and its trustees, officers, and executives to identify, evaluate, and address any real, potential, or apparent conflicts of interest that might, in fact or in appearance, call into question their duty of undivided loyalty to the Foundation. Questionnaires are filled our online and timely updates are expected.

Trustees are not financially compensated for their activity on the board. However, they may request reimbursement of expenses, per the Travel policy and the Travel Approval Policy.

There is no board meeting attendance policy. As of April 2008, there is an ongoing discussion related to the signature of confidentiality/non disparagement agreement by individual trustees.

[edit] Board operations

Since our new executive director joined us, the board of trustees has tried (painfully sometimes) to get its hands off daily operations so it can focus on strategy and oversight. This has been particularly difficult for those trustees elected from the community. Traditionally, because of lack of resources and philosophical standing, we used to participate much more to the activities of the organization. There is however a trend toward dropping this type of involvement, both because the staff does not estimate this is the role of the board and to protect ourselves from liability.

The way we operate is a mix of discussion and decisions, both occurring either online and in real life (irl). We usually hold 4 or so real life meetings, and may have a smaller meeting during Wikimania. Irl meetings are usually 3 days long. Meetings may be held on irc as well (in between real life meetings). Irc meetings may be between 1 to 3 hours long (we tend to limit these more and more due to the difficulty of gathering people at the same time). Meetings are usually attended by the ED as well. Planning of our meetings may be found here.

Decisions may be either recorded in board meeting minutes (after a face to face meeting, or an irc meeting) or through resolutions. Full minutes may be found here (board wiki). Public versions there. It is not fully clear what the procedure for publishing minutes is, given that there is no clear consensus on the board as to whether the minutes are to be public or not. As of April 2008, most minutes are published (due to the clear bias of current secretary and chair who prefer them published...). For the secretary, the procedure to record minutes may also be found here.

Some decisions are clearly recorded in resolutions. All resolutions may be found here and public versions on WMF website there. It happened a few times that some resolutions were not public, but it was extremely unusual. In this case, the resolution is mentioned anyway, but the link points to the private board wiki for reference.

Resolutions may be proposed by anyone. It may be a trustee, or the ED, or a community member. The resolution first goes through drafting stage. It must be motioned to vote by two people. It is up for vote for two weeks after announcement on the board list (or it may be voted immediately during an irl or irc meeting provided that there is a quorum). Quorum is majority plus one. Please note guidelines for voting.

  • Approve mean the trustee voted and this vote was YES
  • Oppose mean the trustee voted and this vote was NO
  • Abstain mean the trustee voted and this vote was "no opinion". Abstain counts as a vote
  • Missing mean the trustee was not present at the board meeting, or did not come to vote on the wiki page". Missing counts as a vote
  • Recuse mean the trustee was present, but did not vote because of a declared COI. A recusal does not count as a vote

All board meetings minutes (recorded by the secretary) must be approved through a resolution at the next irl or irc board meeting.

Resolutions are sometimes meant to approve policies. Policies may be proposed by trustees, ED or community members. In the case of policies proposed by the ED, it may happen that the policy is set up first, tested for a few months and only ratified officially by the board afterward (example: staff policies).

Policies may be listed here (board) and there (WMF site). Please note that COI questionnaires are hosted on the board wiki on the policy page (COI questionnaire are kept confidential, unless a trustee wants to publicly report a COI of course). Some staff members also provide a COI questionnaire.

Agenda of board meetings are worked out by the ED and the Chair of the board of trustees.

Summary

[edit] Board development

This is an area collecting much attention as of April 2008.
Board governance may involve the following areas:

Policy development and the establishment of an organization’s mission, vision, and direction
This is an area where we are traditionally strong. As a reminder

Fiscal responsibility to ensure financial health and organization
This area is probably the one on which there has been the most activity end of 2007-early 2008. Still under work though. The annual budget has been developed and approved. Financial controls and procedures are ongoing. Financial reporting is ongoing. Monitoring revenue and expenditure is under development.
An outline of a fundraising strategy has been proposed at the April 08 board meeting

Appropriate human resources and performance management
Our new ED has been brought in the organization in June 07. She has been given the appropriate directions, though little is formalized. As of April 2008, we still have not set up a formal evaluation process.

Evaluation and control
Evaluation of how effectively we perform has not really be done... board evaluation is under way but has not been formally outlined. ED performance has not been reviewed recently.

Succession planning
It is currently under discussion and a nominating committee should be created soon.

Direct Organizational Operations
Framework policies have been developed. Rules of behavior are under discussion. Operational policies are under way.

Effective Community Relations
Curiously, there is a strong lack of consensus amongst trustees on this topic :-)

More information may be found here (April 2008): http://board.wikimedia.org/wiki/Board_Development/Skills

[edit] The Staff

The Wikimedia Foundation currently has a small paid staff working out of a main office in San Francisco, California. Several staff members also work from Florida and overseas. Everyone else involved with the projects is a volunteer, including members of the Board of Trustees.

[edit] Organogram

A staff listing with contact information may be found here. The page also features an Organization Chart. Job description of all staff member may be found there and open jobs are listed here.
All staff members are under the authority of an Executive Director.

Guidelines for the evaluation of the Executive Director are under development. As a side note, the organization allows a staff member to become a trustee and a trustee to become staff. However, it is not permitted to be trustee and staff at the same time. The Executive Director is not a member of the board. The staff uses a private mailing list and irc channel (staff restricted) to communicate, as well as a private wiki (staff and board restricted). The staff may be contacted here

Guiding principles of interaction between Staff and Board is outlined at Board-Staff interactions. It defines the way trustees should

  1. Requests for information from staff (Staff will only provide it when it is easy, non-sensitive and doesn't require specialist interpretation; otherwise, should go through Executive Director);
  2. Assign work to staff (generally, the board should go through the ED)
  3. Decisions (views expressed by trustees or full board will be interpreted as non binding or decisive. Decisions made by Board should go through Executive Director)
  4. Expressing disagreement with staff actions, and/or arguing (serious disagreement should be expressed in private, preferably to Sue; non-serious disagreement should be clearly positioned as non-serious and a solely personal opinion)

[edit] Executive Director

Our current ED is Sue Gardner. She started working for WMF in June 07. She regularly fills up reports to the board, the staff, and the community. A monthly report is publicly visible, usually published on the various mailing lists. She also regularly provides more detailed reports to the board (typically during board meeting). The latest report may be found here (April 08)

[edit] Finance management

[edit] What is the money used for?

The majority of WMF expenditures support our programs. Foremost are our expenses for the hardware and bandwidth that keep our websites up and running.

The single greatest expenditure for WMF is hardware, followed by hosting and bandwidth costs. The WMF has seen its inventory of computer hardware increase steadily to meet demand.

The main reason for the increase is our growth in traffic. At the end of the year 2006, Comscore listed "Wikipedia Sites" as the number six site in the world, measured by unique visitors (*). Wikipedia, our flagship website, received about 285,000 page views per minute. The WMF is concerned about the capitalization and operational commitments necessary to keep these systems running reliably. These costs alone will exceed $2.5 million in the year 2007.
(*) Excludes traffic from mobile phones, PDAs, and public computers such as Internet cafes.

Domain registration and trademarks are another part of Wikimedia's expenditures. The Foundation already owns some of its active and secondary/tangentially-related domain names, while others are still free or already owned.

Due to the increase in office staff, administrative costs increased. Overall, however, the allocation of expenses for fundraising is low, due to WMF's reliance on online donations for the majority of its revenue. WMF does not engage in "direct mail" advertising campaigns. Given WMF's presence online, it makes sense to communicate and ask for donations in the same virtual space. To date, it has been effective.

Costs have been kept low in the past three years, in particular because the largest majority of people helping are volunteers.

The planned spending distribution for year 2007-2008 may be found here. A more complete budget is available on the board private wiki. Budget 08-09 may be found here.

[edit] Where does the money come from?

The organization relies on small donations from individuals (most donations come through paypal or moneybooker), larger donations or grants by individuals, corporations or foundations, and (at a very limited level) business deals ("live feed", trademarks usage, goodies). Our main conference (Wikimania) is funded by sponsors.

The latest fundraising report (winter 2007-2008) may be found here. A list of donors is available here and main benefactors there.

The WMF receives donations from more than 50 countries around the world. Most of the donations to WMF come from English-speaking countries (US, UK, Canada, Australia). Over half of these donations are anonymous. Though individual donations are relatively small, their sheer numbers have ensured our success.

The Wikimedia Foundation aims to increase revenue by finding alternative means of support, including grants and sponsorship.

We are presently not using advertising as a source of revenue.

See as well for the Annual Plan.

[edit] Financial statements and audit

All financial statements since the incorporation of Wikimedia Foundation may be found at Financial report. Our fiscal year ends on the 30th of June.

Financial statements for fiscal year ending June 30th of 2004, 2005, 2006, and 2007 have been audited by the firm Gregory Sharer & Stuart (http://www.gsscpa.com). In 2008, we start working with KPMG.

Mid year financial statements may be found here.

An audit committee was set up in 2006. The purpose of the Audit Committee is to represent and assist the Board of Directors in its general oversight of the organization's accounting and financial reporting processes, audits of the financial statements, and internal control, and audit functions. The current membership of the audit committee may be found here. The activity of the committee is governed by an Audit Charter.

The WMF's main assets are the servers hosting our projects, our trademarks, and our domain names. There is no up-to-date policy regarding the acquisition of our trademarks.

The Wikimedia Foundation Inc. is registered as a charitable organization with the State of Florida's Division of Consumer Services, a division of the State of Florida's Department of Agriculture and Consumer Services, and may lawfully solicit donations under Florida law. The Foundation has been granted official tax exempt status (section 501(c)(3) of the Internal Revenue Code) from the United States Internal Revenue Service. Tax-exempt status was granted in April 2005 and is retroactive back to the date of creation of the Foundation: June 20, 2003.

Other links of interest are the Gift policies, the Donor Privacy Policy, and the Credit Card Usage Policy.

As a side note, all top staff members, financial staff, and treasurer of the board have submitted to a background check.

As of April 2008, we have not yet created any annual reports.

[edit] Other bodies

[edit] Community

There is a nice cool drawing in one of Sue's presentation. Might be worth collecting it...

The community, as defined within Wikimedia, are those people that put time into working on Wikimedia projects. The core community tend to be those people who are also interested in Foundation and governance issues. This means that everyone from article editors to MediaWiki developers are community members. There is no formal definition of who makes up the community, though "asking the community" about proposals generally means posting on wiki village pumps, posting to the mailing lists (especially foundation-l), posting on meta, etc. Many community members have been around since the early days of Wikipedia and have weathered nearly endless debates about how the organization should be run. The most vocal community members, however (such as those who post on mailing lists etc) do not necessarily represent the more quiet majority of editors and volunteers.

[edit] Wikimedia local chapters

The Wikimedia projects have an international scope, and their outreach has already made a significant impact throughout the world. To continue this success on an organizational level, Wikimedia is building an international network of associated organizations.
Local chapters are self-dependent organizations that share the goals of the Wikimedia Foundation and support them within a specified geographical region. They support the Wikimedia Foundation, the Wikimedia community and the Wikimedia projects in different ways - by collecting donations, organizing local events and projects and spreading the word of Wikimedia, Free Content and Wiki culture. They also provide the community and potential partners with a point of contact capable of fulfilling specific local needs.

[edit] Advisory board

The Advisory Board of the Wikimedia Foundation was approved in 2006, and formed at the start of 2007. It is an international network of experts who have agreed to give the Foundation meaningful help on a regular basis in many different areas, including law, organizational development, technology, policy, and outreach. Their abilities, experience, and knowledge were selected for how they complement a particular Foundation project, or the organization as a whole.

More information on this board may be found at Advisory board. The board has a public wiki (http://advisory.wikimedia.org/wiki/Main_Page) and may interact on a private mailing list (advisory-l).

[edit] Committees

Over the past years, various committees have been created. Some are still active, whilst others are now totally inactive.

Some committees are rather board-level and have been described above (in the board part of this document). Committees described below are more operational in nature and do not report to the board.

Communication committee
The comcom tasks are

  • Coordinating communications with the press, including press releases, interviews, and inquiries.
  • Supporting communication between the Wikimedia Foundation and project communities.
  • Organizing and coordinating publicity and outreach.
  • Supporting and overseeing communication with the general public.
  • Maintaining a Wikimedia style guide.
  • Reporting on core Wikimedia statistics.

More information (but seems to be partly outdated) may be found here. The comcom uses a private mailing list to communicate. Warning: though private, this list leaked confidential information several times. Consider that any information given to this list may be in the newspaper tomorrow.

Translation committee
The Translation committee (more information here but probably outdated in part) is an essential part of our organization. There are over 200 languages supported by the Wikimedia Foundation in some way. Translation of key announcements must cover a core set of languages and should cover many of the other languages, according to some general scheme of prioritization. Translation of promotional material depends on cultural and other context, but is expected to follow broadly the same priorities. Note that many pages on the Wikimedia Foundation site are translated in various languages, according to translators availabilities and interest. Translations do not take place on WMF site, but on meta.

OTRS
OTRS (more information here) (Open-source Ticket Request System) is used to handle query, complaint, and comment emails from the public. Volunteers trusted to give courteous and helpful responses are given access to the system which operates under the auspices of the Communications committee of the WMF Board of trustees.
OTRS is an entire world in itself. It includes ticket system for chapters, general information, lawsuits documents, press request etc...
It is essentially handled by community members, with the support and benevolent dictatorship of the volunteer coordinator (staff member). There is an associated mailing list and a wiki to discuss best practices.

Marketing
It oversees the use of the project logos and the production of promotional materials for Wikimedia and its projects, specifies visual guidelines, and is the central address point for layout and design questions (more here). Not a very visible committee, but highly effective. It works in particular on leaflets, kits, and other promotional documents. Just ask ! However, if a new trustee needs freshly printed business cards, he should ask the staff.

Press committee
Press inquiries are largely handled by the comcom and the head of communication of WMF. Who is allowed to answer the press (in which name...) is a tricky topic. WMF press releases are now coordinated by Head of communication (staff).

Speaking opportunities
There are many speaking opportunities all over the globe. There is no committee to coordinate speaking opportunities. Usually, anyone is free to accept a speaking opportunity; if not available, the usual practice is either to ask a fellow trustee, or to forward the request to the internal mailing list.

Tech
Once upon a time, there was a tech committee. Now, there is mostly a group of "core tech". They communicate on a private mailing list and a private irc channel.
Note that work on the software (mediawiki) is coordinated/reported on mediawiki website (public). The developers also uses BugZilla (http://bugzilla.wikimedia.org) to report bugs in the MediaWiki software and request new features or enhancements. The global tech community use a public mailing list (wikitech-l) and a public irc channel (#mediawiki) to communicate.

Fundraising committee
This committee (more information here) has been proposed to coordinate fundraisers. It is not exactly clear what its role is as of April 2008.

[edit] Communication

Our organization is very largely virtual. To communicate with one another, we use various means, including

  • mailing lists (some public, some private)
  • chat irc channels
  • phone conference (in particular the audit committee)
  • an OTRS ticketing system
  • wikis (some public, some private)

[edit] Mailing lists

Mailing lists are extremely numerous. You may find an overview of the public ones here. Upon joining the board, you will be registered to the board mailing list (restricted to board only) and to the internal mailing list (trustees, most staff, chapter representatives and generally speaking core trusted people). Other lists are optional, but may be necessary depending on the implication at board level (for example, the auditcom list for the treasurer, the comcom list, the fundcom list, the otrs list, the private list (tech), the chapcom list, the election list etc...).<v-br> Please be aware that many private lists leaks (reported for the comcom, the internal and the private list), which means that some of the comments posted there were found in extenso in blogs or press articles. Caution is best.

[edit] IRC

IRC is a kind of multi-user chat program. (Find out more from Wikipedia). Because many people can converse in IRC at once, and it is free and easily accessible, the WMF uses it for both informal communication (such as the social channels) and occasionally for formal meetings. More information about the WMF IRC channels may be found here. The two channels most likely to interest you are #wikimedia and #wikimedia-internal. It is preferable that you be identified; you may wish to ask for a cloak. To use IRC, you have to install a client; Chatzilla is an easy IRC program to install for the Firefox browser.

[edit] Wikis and OTRS

OTRS information may be found here. It is recommended to get an account to this ticketing system.

Main wikis of interest for a trustee are the board wiki, the internal wiki, the auditcom wiki, and metawiki. Accounts will be created upon joining the board as appropriate.

An email address will be provided to you in the following form: [firstnameinitial][lastnamefull] at wikimedia.org, eg. “fdevouard” and “jwales”.

Contact for the office will be found here: http://wikimediafoundation.org/wiki/Contact_us
Contact for trustees here: http://board.wikimedia.org/wiki/Contact

[edit] Annual conference and in-person meetings

Wikimania is the WMF's annual international conference. It is largely run and organized by community volunteers. Wikimania is an annual conference organized by Wikimedia volunteers across the world. While not technically a Wikimedia project, the Foundation sponsors and assists the conference team in promotion, hosting, and financial issues.

The first conference was held in 2005 in Frankfurt, Germany, attracting around 300 attendees from 50 countries. Subsequent conferences were held in 2006 (Boston, USA), 2007 (Taipei, Taiwan), and 2008 (Alexandria, Egypt). 2009 is planned for Buenos Aires, Argentina. To date, Wikimania has always been held in summer, in late July-early August (to coincide with school holidays).

The conference location is chosen by a team of volunteers who evaluates community bids based on venue and accommodation options, sponsorship opportunities, geographical location, and the quality of the local bid team. In past, three or four dedicated teams have bid each year, putting a great deal of work into their conference bids. It then takes at least nine months for the volunteer conference team to do the planning.

Wikimania has traditionally been almost entirely sponsored by outside sponsors, and has given out (sponsored) community scholarships. The Foundation has picked up additional costs.

See Wikimania for more details about this conference.

Besides the formal conference, informal in-person meetings between editors have been happening on a regular basis since 2004, all around the world. See meetups or the English Wikipedia page for more.

[edit] Terms of reference

As any organization, we use a specific jargon (see also m:Glossary).

What does community mean ?
Community is something that everybody knows but is hard to define. If you are elected a trustee, you should have known it already.
not sure that's wholehearted welcome :-)
replaced the statement by its contrapositive :-)

What does editor mean ?

What is Meta?
Meta-Wiki is a website devoted to the coordination of the Wikimedia Foundation's projects and the MediaWiki software on which it run (meta.wikimedia.org).
WMF?
WMF is a commonly used substitute for "Wikimedia Foundation".
WP
WP is an abbreviation for "Wikipedia." EN:WP, FR:WP, etc. refer to various language editions of Wikipedia. Often these are just shortened to en: or fr:.
IRC
See IRC.
IRL
Commonly used word meaning "in real life" or "in meat space". Roughly: face to face.

[edit] See also

Retrieved from "http://meta.wikimedia.org/wiki/Wikimedia_board_manual"
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