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WMDE governance & accountability

Februar 6, 2012

In a recent blog post, Stu West detailed the governance and accountability practices established in the Wikimedia Foundation. He’s also asked other organizations to add their practices, which I want to do with this post.

Overview

“Wikimedia Deutschland – association for the promotion of free knowledge” is a Germany-based non-profit, charitable membership association created in 2004. It has received charity status in the same year and has kept it since then. Its primary governing document is the charter (English and German version) found at. Its mission is the creation, collection, and distribution of Open Content in order to support equal opportunity to access to knowledge and education. Main focus of the organization lies on the Wikimedia projects.

Wikimedia Deutschland has a wholly-owned tax-exempt subsidiary set up in 2009 for the sole purpose of collecting donations in Germany and transferring a portion to the Wikimedia Foundation and a portion to Wikimedia Deutschland. This is purely a legal construct to satisfy German tax regulations regarding sending donations into foreign countries. Formally, Wikimedia Deutschland’s CEO is also CEO of this subsidiary. The Supervisory Board of Wikimedia Deutschland also serves as the Supervisory Board of the subsidiary. All the disclosure and accountability standards we adhere to for Wikimedia Deutschland also apply to the subsidiary, including publication of the financial and annual reports, setting up and discussing an annual plan, etc.

Governance

Members Assembly

The governance structure of Wikimedia Deutschland is defined in parts by the German civil code (BGB) which requires that each membership association have a written charter, regular meetings of the Members Assembly, an Executive Board, and some minimum rights for each member that cannot be abrogated. Beyond those basics, membership associations are free to structure themselves according to their own needs, which we have used to adapt to the evolving nature of the organization.

Wikimedia Deutschland has three “governing bodies”: the Members Assembly, the Supervisory Board, and the Executive Board. The Members Assembly currently meets twice a year. Among its responsibilities are electing the Supervisory Board, electing the auditors, appriving the annual plan, receiving and deliberating on the annual report, approving the actions of and discharging the members of the Supervisory and the Executive Board, approving rules of procedure, determining membership fees (currently €24 per year minimum), and approving liabilities in excess of a certain minimum.

We have currently 1272 members, 927 of which are “active members” and 345 of which are “supporting members”. Active members are entitled to attend, speak, file motions, and vote at the Members Assembly. Supporting members may attend, speak, and file motions but do not have a vote.

Supervisory Board

Since November 2011, there’s a Supervisory Board consisting of 10 members elected for one year. Four of those members are also officers of the organization, specifically the President (currently yours truly), two Vice Presidents (currently Ralf Liebau and Sebastian Wallroth), and the Treasurer (currently Delphine Ménard). The Members Assembly elects each of the officers as well as six at-large board members. All board members are unpaid volunteers and are not liable for the organization’s actions.

The primary role of the Supervisory Board is to provide guidance and oversight. Among its responsibilities are appointing and removing members of the Executive Board as well as setting terms of their employment contracts, setting targets and objectives for the Executive Board, revising the organization’s strategic plan, overseeing/controlling the Executive’s activities, granting or denying approval for certain significant transactions, amending the annual plan, and serving as legal representatives of the organization in subsidiaries.

We meet about three times a year for a full weekend as well as twice a year for one-day sessions to prepare the Members Assembly. To better distribute our work, the Supervisory Board is divided into 11 departments with two or three board members each serving in one. As a result, every board member is usally part of two or three departments. In addition, there is one permanent committee (the Executive Committee) and currently two ad-hoc committees (Members Assembly and Strategic Plan).

The Executive Committee is charged with conducting the annual executive review. Over the past three years, we’ve designed an elaborate review process that takes into account day-to-day activities, strategic target achievement, and employee surveys. The review is typically conducted after the first Members Assembly and directly influences the variable component of the Executive’s pay as well as contract renewal, if applicable.

Most of our work is one on our board wiki and irregular phone conferences. Access to the wiki is limited to the Executive and our shared assistant. Time commitment for board members varies.

The Supervisory Board does not engage in the day-to-day activities of the organization. Members of the Supervisory Board may not be employed by the organization, nor can they accept any sort of paid contract.

Executive Board

As of November 2011, there’s an Executive Board which is tasked with managing the actual operations. It currently consists of one person, Pavel Richter, who serves as the organization’s CEO. The members of the Executive Board are paid professionals with fixed-term contracts not exceeding five years. Pavel’s current contract runs until the end of 2015 with renewal negotiations likely to start a year in advance. Having two separate and distinct boards implements what is customarily called a two-tier system, which is very common in Germany.

The CEO is the legal representative of the organization in and out of court. He signs all contracts, hires and fires employees, and is in general responsible for making sure the annual plan is carried out. All employees report to him, whether directly or indirectly. Within the framework of the annual plan and the organization’s rules, the CEO is free to choose what projects to undertake, what resources to use, and in general how to conduct the activities of the organization. He also prepares the annual report and financial statements and reports to the Supervisory Board and the Members Assembly.

Auditors

Each year, the Members Assembly elects two volunteer auditors. Auditors must independent of the Supervisory and the Executive Board and must not be employed by the organization either. They are charged with reviewing the financial accounts of the organization after the close of the fiscal year, in preparation of the upcoming Members Assembly. The CEO and the Treasurer typically attend the audit. The auditors may call for a special Members Assembly if they discover irregularities that warrant it. Starting in 2012, we will also hire an external auditor to review our books.

Our fiscal year is the calendar year, with all the disadvantages that brings from an operations perspective.. German non-profit tax law requires that annual reports for charitable organizations must be presented according to the calendar year, regardless of whether the organization chooses a different tax law. Charity status is also bestowed for three calendar years at a time. As a result, German non-profit organizations tend not to have fiscal years deviating from the calendar year.

Community projects budget

In March 2011, the Members Assembly approved a board proposal to create a new fund to support community-driven programs, the Community projects budget. The fund has a volume of 250,000 Euro for 2012. Allocation of funds is steered by a special budget committee consisting of three chapter members, three community members, and the Treasurer. There are two rounds per year where community members can submit project proposals for funding. The budget committee collects all proposals, invites some for personal presentations, and finally recommends a set of projects for funding to the CEO. The funding guidelines are determined by the budget committee in consultation with the community, the CEO, and the Supervisory Board. The CEO typically approves the committee’s recommendation without changes.

The budget committee is tasked with evaluating its work as well as the effectiveness of the fund itself and reporting to the Members Assembly. The fund has already been a great succcess in that over 100 project ideas have been submitted already with about 15 of them being supported financially by the organization. Please check out the Meta page for additional information.

Government regulations

Germany is a federal republic consisting of sixteen states. As a tax-exempt organization incorporated in the State of Berlin, Wikimedia Deutschland is subject to the laws and regulations of Berlin, the federal government, and the European Union. Non-profit tax law is determined by the federal government, as interpreted by the tax office in Berlin. There are extensive laws and regulations covering tax-exempt organizations which are mostly led by the principle that tax-exempt organizations must not use their tax advantages to compete with for-profit organizations and that tax-exemption is only granted for activities that benefit society as a whole, or at least large parts of society.

There are no German laws requiring disclosure of financial accounts for non-profit organizations, regardless of size. The tax office requires annual reports, but those are covered by the same privacy regulations applying to individual tax returns and are therefore not available to the general public. There are, however, a number of non-government institutions that have created codes of conduct for fundraising organizations which we voluntarily abide by. As a result, we make a number of disclosures on our website including annual financial statements, annual reports, legal representatives, staff, and major donors.

Finance & legal

The organization’s finances are governed by the laws of Germany, rules of procedure approved by the Members Assembly, the annual plan, and the operations plans. We currently have one full-time staff responsible for managing day-to-day financial activities. Most of our accounting, payroll, and tax return preparation work is done by an external accounting/tax advisor firm that specializes in non-profit organizations.

We have no legal staff of our own but rather rely almost entirely on JBB, a Berlin-based law firm specializing in copyright, personality rights, labor, and other areas of commercial law. They have been our representatives in all our cases where Wikimedia Deutschland was sued for Wikipedia content issues. JBB has also assisted or represented the Foundation in a number of cases originating in Germany.

Transparency

Main vehicle for transparency is our website. The staff publishes monthly reports as well as irregular progress reports on individual projects. All our financial and annual reports can be accessed on our website as well. We also employ Meta to publish drafts for our annual plan as well as our strategic plan.

In addition, Wikimedia Deutschland maintains a wiki (open to everyone, one-time registration is required) called the Forum aimed mostly at our members and the community for discussions on the Members Assembly and other current topics. The Forum also contains agendas and minutes of Supervisory Board meetings, motions filed for the Members Assembly, and minutes from the Assembly.

Mission oversight & strategy development

In 2009, Wikimedia Deutschland started a strategy development process culminating in a ten year vision and five year strategic goals. The strategic plan is subject to periodic review and updates based on the results of past activities. The responsibility to update as well as oversee implementation of the strategic plan lies with the Supervisory Board.

Based on these strategic goals, our staff prepare an annual plan to be presented to the Supervisory Board by the CEO in early September. The annual plan is fairly high-level and mostly names the top priorities for the next year and what parts of the budget to spend on it (2012 annual plan). Based on conversations and deliberations by the Supervisory Board, the CEO revises the plan and publishes it in the Forum for our members and the community to see and comment. In parallel, the CEO and members of the Supervisory Board conduct a tour through Germany where we present the plan and solicit feedback on it in five different cities. The tour is a direct consequence of the fact that, so far, we have rarely received much feedback online.

Taking into account all the feedback collected, the CEO publishes another revision of the plan in October, presents it to the Supervisory Board for final approval, and finally presents it to the Members Assembly to vote on in November.

Following the Members Assembly, our staff creates a specific project plan for the year outlining which activities and programs specifically to engage in, what resources are to be used, and how to measure success. The project plan is submitted to the Supervisory Board for approval and serves as the blueprint for the organization’s activities throughout the year.

Wrap-up

I know that was a lot, even though I’ve left out much of the detail.

One thing I want to add is that it took some years to come up with the governance structure we have today. The two-tier system was created just last year, for example. 2011 was also the first year that the annual plan was submitted to the Members Assembly for approval. 2010 was the first year an annual plan was created based on strategic objectives. We’ve only started publishing our financial statements in 2009. In the early years, our board was very hands-on, similarly to the Foundation prior to Sue becoming ED. I expect our governance structure to continue to evolve in the future, just as the organization continues to change and develop. There will be, for example, a push to regionalize our activities more starting in 2012, which may lead to actual sub-sections being started in two larger German cities. Having external auditors reviewing our books is also likely have an impact on how we understand and live governance and accountability. To make it short: this is all very much a work in progress that won’t likely ever come to an end as long Wikimedia Deutschland keeps evolving.

Alright, now I’m done. I hope this was helpful to you. If you have any questions, please feel free to leave a comment or contact me personally.

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One Comment
  1. Abbas Mahmood permalink

    Wow, how impressive! Congrats to WMDE.

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