Wikipedia:Wikipedia Signpost/2012-04-09/Interview
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On the first weekend in April, the Board of Trustees of the Wikimedia Foundation published several resolutions addressing issues such as finance and movement roles (Signpost coverage). The Signpost interviewed community-elected board member Samuel Klein (Sj) to get an overview of movement roles debate. In this second interview, the only trustee voting against the fundraising resolution speaks on the background of decisions taken on a broader range of issues from the resolutions to the make-up of the Board of trustees itself and the newly founded Chapters Council.
The most significant development that's emerged from the recent discussions on the organisation of the movement – the most radical change – is the Funds Dissemination Committee (FDC).
- Samuel Klein: Yes. The one somewhat urgent consideration was our auditors’ suggesting that we needed to make sure there were direct financial controls for the use of a significant chunk of the funds we raise. And when they found out the scale of the fundraising that was passing directly to chapters, they said so how well do you know what those processes look like? Now they were asking for this additional layer of visibility; that was a big change for us, and we tried to respond promptly.
So this marks a turning point, from a hitherto laissez-faire attitude to these disparate far-flung chapters, to a more centralised set-up for auditing of transparency and accountability?
- Absolutely, and we should have already set some standard – that anyone who raises at least a certain amount is committed to an annual audit and global standards that we all share. The Foundation itself has grown very quickly, and that level of change, and the quality of our oversight has gotten much better. Now that sort of growth is happening to some of the national chapters. So I agree that it’s absolutely a turning-point.
One decision that you've made has been to create a two-tier system, recognising the U.K., France, Germany, Switzerland, and in effect the U.S. as the five jurisdictions where it's much easier to donate with tax-deductibility. Is this just a by-product of the Foundation’s wish to tighten up on auditing?
- Those are the five where people can already donate with tax-deductibility. This was not an active decision to limit tax-deductible donations on that kind of principle. The first concerns, last summer at Haifa, were about accountability, and these financial controls we’ve just been talking about. There are still some open questions as to what the right controls look like, and as people pursued that line of thought and had discussions with the 12 chapters which two years ago had been processing donations – reduced to four chapters during our discussions that laid out seven principles that groups need to follow to responsibly process [fundraising].
So Switzerland, a small chapter that doesn’t process much, is recognised, but Italy is not, despite the fact that it's a much bigger chapter?
- Correct, because Switzerland already had very clear guidelines and oversights for the transfer of funds to other countries, so it was easy for them to transfer the remainder back to the rest of the Foundation.
Will more chapters be able to join the tax-deductibility arrangement, or is the current list of five set in stone until the next review in 2015?
- As a result of negotiations and assessments, [since Haifa] the Audit Committee began to worry about issues of [project] redundancy and efficiency. This was a much more amorphous set of concerns, still about doing the right thing by donors, but deeper than the initial urgent issues of accountability.
Do you have examples at hand that were very worrying?
- Rather than a few compelling instances of cases where this was problematic, there were 10 or 15 small concerns, each of which on their own were not terribly compelling, which together they seemed to some [people] to paint a picture of a somewhat inefficient process that didn’t have any huge success stories or failures; there was just a general sense that this was an ongoing distraction both for the Foundation and for these chapters, who were ... talking about whether and when they could directly process donor contributions. And I think the strongest argument that people made against [the new arrangements] was “if we’re doing things right, the initial flow of funds doesn’t matter – as long as we're actually all working together to figure out how the funds should be spent”. So, you mentioned tax benefits to donors, and a number of people have suggested that with the limited data available to us, this makes a small but not a huge difference to donors, and that maybe it makes less of a difference than things like getting the formatting style of the donation page right. I think it's good that we'll be able to compare a number of jurisdictions where there is tax deductibility; certainly if it turned out this was not true, and it really mattered to groups of people to have tax deductibility, and [if] they were telling us this, and it was visible, I think there's no question we would reconsider ... that would give the lie to one of the major analyses made so far.
So it's still a work in progress?
- What makes sense to us as a movement is very much a work in progress. In the last year and a half, it was very much as a series of two-party negotiations with people involved advocating for a certain capacity for themselves, and even explicitly stating it as tied to one's importance in the decision-making process of the movement. As an example, Thomas Dalton, ex-treasurer of the UK chapter, proposed a model for the FDC by which chapters that directly process funds have extra votes on how funds are distributed.
- His argument is not crazy, but that every entity that [processes] funds has a slightly greater responsibility to ensure that those funds are spent well; the Foundation thinks it's harmful to the movement to divide it that way into first- and second-class citizens, with the first-class citizens having a greater voice in what we're doing. [This would involve] defining first-class, for example, by how much money people in a country have to give.
Whereas you're defining first-class according to auditing of transparency and governance?
- Neither. The Foundation's initial draft is that decisions by the FDC would not be tied to any of those things. The Foundation's view is that the processing of funds is just not important: it doesn't make the view of the Foundation or any chapter more important; it's purely a technical and procedural "fact", a mechanism at the point of donation that welcomes the donor to become part of the movement.
If the FDC is to be explicitly a "volunteer-driven" body, does that mean a clear majority of its members will be volunteers rather than WMF trustees and employees?
- At most a third of the members will be related [directly] to the WMF, and that's not because the WMF is processing funds, but because it's designed to have this global scope and has been doing this before. I think once the [FDC] has been around for a while, we can find better criteria to figure out who should be on it.
As a result of one of the resolutions passed in Berlin, it looks as though the chapters are going to come under increasingly tight scrutiny in terms of their governance and finance, so do you expect to see more questions asked by WMF trustees? Even questions about finances put to the board by the chapter association, which they don't strictly have a right to ask?
- I do expect that the FDC will be asking much more detailed questions than any community body has in the past, and that will be led by chapter representatives, community members, and Foundation staff [on the FDC], who probably themselves aren't currently in that line of questioning and review; and they'll be looking at it from the perspective of what is the impact of these programs, how effective are they, how do they overlap with other programs? I think [the FDC] has to have a duty and a right to ask for program details, to help us all improve on how we self-report, how we measure the success of our work. But that will be a community-led body, not the chapters association.
You describe a large role for the FDC; they will have Foundation staff assistance for it?
- Yes, the Foundation is committed to provided staff assistance for at least the first two years, and it goes without saying that we will support the FDC however necessary – it's going to be a central part of the movement. The only qualification is that the FDC will unify the work of all players; it's not meant to be dominated by the Foundation, either directly through membership of the FDC or by Foundation staff. The FDC will be assisted by others in the movement, maybe including chapter staff.
With the dual creation of a new Wikimedia Chapters Association and the Foundation's own revamped Chapters Committee, we have two bodies that could conceivably overlap in their interests and duties.
- They certainly will have a lot of work to share and to coordinate. Some of the people who have been helping to plan the chapters association have been part of the chapters committee, and some of the definitions of the new expanded chapters committee or the affiliations committee [assume] the future existence of a chapters association.
In principle, it might not be a bad thing to have some overlap in membership.
- I think that's right. The Foundation's chapters committee will always have a unique responsibility to make the final recommendation [to the WMF board] on whether any group should be recognised for the first time, and it could be responsible for some of the mentoring when groups are approaching recognition, [whereas] the chapters association is interested in mentoring groups as soon as they're recognised, so there will definitely be overlap in that respect.
Is the chapters association going to be strongly encouraging good governance among its own members? Are there areas where there could be conflicts of interest? For example, what if delegates of a chapter are participating in the audit of that chapter?
- Yes, if they were directly responsible, there would be a conflict; but as a peer-review group, it seems ideal.
Is there a chance that lobbying the Foundation's board might turn out to be the principle function of the chapters association?
- One of the association's founding goals (not in the context of lobbying) is to provide a framework for chapters to coordinate their ideas and to present sensible unified ideas that all of their members can support.
You were the only Foundation trustee to vote against the board's recent fundraising resolution. Why was that?
- There was strong consensus to respond to the somewhat urgent need to be stricter about accountability for anyone handling hundreds of thousands of dollars of donations; but this was combined with other less urgent concerns, and I think we just don't have all of the data about what's distracting, what's empowering, what the benefits and drawbacks are of a system that encourages everyone with the capacity and skill to deal directly with donors.
So you thought it was premature?
- Not premature, but I think people got excited about trying to improve what had previously been an unconsidered framework for raising funds, and ended up combining responses to urgent needs with longer-term ideas about ways that might be more efficient but for which I think the answer is not clear. But we want to explicitly empower people by helping them with funding and to develop, and we want to avoid single points of failure.
So that risk of failure was why you voted against it? In your view there wasn't sufficient caution on the board about things that could go wrong?
- Right: the things that can go wrong including future than not being the most capable group, or just empowering people for whom it seemed natural. If it seems natural for people to do this, and they're good at it, it's not our job to say, "no, we think it's 10% more efficient if you don't do it". We're not here to somehow maximise little bits of how much money; we're a movement of passion and creative development, and doing ridiculous things together that usually don't cost money, so it's not as though our impact is directly tied to how much we raise. It's time to ??? we become effectively agents of change. And what I'm hearing from lots of chapters is that it's not that they care about the technicalities of processing funds, but they hate being told "we know you want to do this, and it's not that you're bad at it, but we don't think you should". And personally I think that's [a] valid [complaint], and I don't think the funding resolution considered that trade-off.
No doubt you'll be hoping that your fears are not borne out.
- Well, the response at the chapters meeting [in Berlin] was very productive, and even people who were disappointed by the results said, "it doesn't actually keep us from doing the work we care about". No one said, "I really personally care a lot about this technicality". So I think it was a minor negative reaction, and it's something we'll be thinking more about. The Foundation's view was, "let's focus on something else; let's get the distribution of power right and not worry about the technicality, and the FDC really decentralizes and shares power." The real power is how you decide what to spend, and until this year the Foundation has always made 90% of those decisions, so it's explicitly saying we want to share, we don't want to be that body.
Although in the end, the Foundation has the last say on every cent that is spent, true?
- Since you mentioned fiduciary responsibility earlier, in the sense that if the FDC made a decision that the Foundation felt it could not responsibly accept, it might, it might, refuse to support an investment the FDC had recommended. But I can't imagine that happening; it would be like the Foundation rejecting the recommendations of its chapters committee – it's something we've never done.
But you must foresee that some of the chapters might feel that they have to work a bit harder to get their money, to put it crudely: not only do they have to come under your microscope of governance and financial scrutiny, but they might actually have to apply for their special purpose money. Do you think that's behind some of the chapters' fears about the new arrangements?
- The very key chapters were in a position to process donations in the first place, and everyone I heard, including those chapters, agreed that processing donations does not imply any extra rights to spend those donations, and actually there was surprising unanimity – on internal [mailing lists] and on Meta – that chapters should be granted easy access to funds just because donors in their country gave those funds to the Foundation as a whole. Of course [chapter] people are always distinguishing (i) funds donated through the sitewide fundraisers, which are predominantly from donors supporting the movement as a whole who are not, as far as we know, particular about which part of the movement they're giving to, from (ii) funds either restricted or unrestricted that are explicitly given them to do a project.
The Foundation board passed a transparency resolution requiring the voting patterns of trustees to be made public. Does this suggest that board minutes should be more detailed than they have been?
- I think there are two competing desires. One is that the minutes be easy to read by non-native speakers, which means keeping the presentation as short and limited to the essentials as possible; the other is that a greater level of detail to be available. I think we're moving towards having more information available, but not necessarily in the minutes – so we can tell you more information about each resolution, and have individual [trustees] free to talk about their vote.
Until this decision, if a trustee didn't support a resolution, they've been more or less bound by confidentiality to go along with it, haven't they?
- We've not been bound by confidentiality – trustees have always been willing to talk in general terms about a vote; but they'd get uncomfortable if it came to saying exactly who said what. There was just light social pressure against being the only trustee to talk about one's vote: you ran the risk of outing the votes of other trustees when you talked about.
In the chapters association, we have for for the first time a high-profile mouthpiece to speak plainly for the chapters, perhaps particularly for the stronger, more powerful, more vocal chapters. Might the association – subtly or not – put pressure on the two chapter-selected trustees?
- Absolutely – that's not necessarily a bad thing. It's only an imbalance in that the projects don't have a strong institutional voice analogous to the chapters association to synthesize, coordinate, and articulate a more nuanced set of desires, interests, and ideas, more than just the single vote for the community-selected trustees. So I would like to see a strong voice for the projects as well, which would benefit the project communities.
All board trustees are charged with being "fiduciaries". Do you see for individual trustees a corresponding set of rights for more information about finances? Do trustees have a right to go to the treasurer or the chief financial officer to poke and pry, as it were?
- Yes, the fiduciary role does come with a right to have access to whatever information is necessary – I don't think that's in question.
Has any trustee ever asked for greater detail from the chief financial officer or the treasurer?
- I believe the answer is yes: we all have the right to see more details if we're interested; I don't think anyone has ever been turned down.
The Signpost will as always be keeping a close watch on the changing dynamics of organisation and relations between the Wikimedia Foundation and the sometimes nebulous array of movement entities in the coming weeks and months. In the meantime, for the latest developments surrounding the nascent and powerful Funds Dissemination Committee, consult this issue's "News and notes" report.
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