Wikimedia Deutschland/The Future of Wikimedia Governance

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This paper is part of WMDEs activities to insert knowledge and good practices into the conversation and deliberation around creating a governance system for the movement. The content provided here is intended to support the work of the MCDC and the stakeholders it serves in creating a movement charter. The positions of WMDE related to movement governance are not included here.

The Future of Wikimedia Governance presentation, from 2021-11-28 at the Strategic Wikimedia Affiliates Network meeting, by Nicole Ebber

The Governance and Movement Relations Team at Wikimedia Deutschland developed two scenarios for a future movement governance model. Both scenarios are built upon the “ensure equity in decision-making” recommendation and describe a future global council. As a basis for this paper, our team conducted a review of international organizations and their governance models.

These scenarios are not the ultimate wisdom. Our intention is for this conversation to become more concrete, and most importantly, begin it by agreeing on where the journey will go – before starting to collect content for the charter. So we encourage the members of the Movement Charter Drafting Committee to review the scenarios, discuss, add to or adjust them, and then – before they start drafting – determine which one they will base their work on.

Background

Recommendation 4 of the Movement Strategy provides for the establishment of a representative Global Council, and reserves the right for the Board of Trustees of the Wikimedia Foundation to delegate selected decision making authorities to this Council:

“The Board of Trustees of the Wikimedia Foundation presently has legal and fiduciary responsibility for Movement resources and oversight. Initially, the Global Council will be established as an independent structure with a mandate from the Board. This means that when making decisions in outlined areas, the Global Council will work closely with the Board of Trustees. Both entities will cooperate for the overall good of our Movement. Considering its legitimate authority conferred by representing our Movement, the Global Council may later develop further capacities and take on more responsibilities over time.”

The Recommendation leaves it open which decision areas these will be. How the Council will organise its work, how it will be financed and what mandate it will have to ensure accountability and enforcement is also left open. The Recommendation does not specify in detail for which decisions the WMF Board and the Global Council are responsible. It merely states:

“…, the Global Council will be empowered by the [WMF] Board to give guidance in matters of strategic importance and specific delegated functions. Matters which affect Movement-wide strategy concerns will be referred by the Board to the Global Council.”

For many months now we have had discussions: about how many representatives from which continent should sit on the Global Council, and whether they should be elected or not, and whether the WMF should be there or not. We have spent a lot of time discussing how the drafting committee should be created. We have even created tables of content for the charter, hoping it will regulate many aspects of movement decisions that are now controversial.

The main questions, not addressed in the Recommendation, however are still unclear: Who governs what? Which body will have which powers? Are all the powers of the Global Council only dependent on the WMF Board of Trustees? And if not, how can the transfer of powers be guaranteed in the long term? And is a transfer of decision-making even possible if the council is only added to the current structure? What ‘further capacities’ would make sense to be added? How do we create the decentralized movement we had envisioned, while ensuring core functions such as trademarks, platforms, software development and endowment?

Creating a joint language on the destination – Scenarios for consideration

When at the beginning of 2022 the committee begins to write the Movement Charter that will contain these details, the first thing to do is to agree on where the journey should go. Then the path to the goal can be set out in its phases up to 2030.

If you think the recommendations through, two main possible scenarios for the future governance of the Movement emerge:

An addition of a global advisory board to the current structure, with WMF continuing as the central organisation.
An international membership organisation as the coordinating body of an international Movement made up of members including the WMF. (This aligns with standard governance practices of international NGOs.)

These two scenarios are not necessarily binary or mutually exclusive. Scenario 1 can be a step on the road to Scenario 2. Nevertheless, if Scenario 2 is the desired mid-term outcome, it would be advisable to be conscious of that to avoid detours on the way, and to write the Charter and surrounding agreements accordingly.

So let's take a look at these, also in comparison to our current status quo:

Comparing scenarios

	0 Status Quo	1 WMF and a global advisory council	2 ‘Wikimedia International’ (WMI)
GOVERNANCE and STRUCTURE
Highest Governance body	WMF Board of Trustees (self-perpetuating, accountability to US tax code)	WMF Board of Trustees (self-perpetuating, accountability to US tax code)	Global Council as a General Assembly (comprised of members, representative of movement stakeholders such as, Affiliates, Communities, hubs, WMF)
Corporate Forms	private charitable US 501(c)(3) Organisation with a self-perpetuating Board (half of the directors are ‘community-sourced’) + independent Affiliates	Co-existence of private charitable US 501(c)(3) Organisation with a self-perpetuating Board and a globally representative advisory body, + independent affiliates	International membership organization with a nonprofit status dependent on the country where it is incorporated. + WMF with special functions (see below) + independent affiliates
Other decision making bodies	Board Committees, such as the community affairs committee, Affcom, etc.	Global Council, Working Groups, Committees	Global Board, Secretariat, Committees, Working Groups
Policy Ratification (Charter, Universal Code of Conduct, Fundraising, Affiliates, Hubs, Strategy)	currently unclear	Matters of movement importance go through GC and a set community engagement process. Matters of WMF importance go though WMF BoT.	WMI General Assembly or Board, after a set community engagement process
FUNCTIONS and TASKS
Trademark	WMF	WMF	WMF or WMI
Fundraising	WMF; WMDE, WMCH via fundraising agreements	WMF, Affiliates, Hubs (tbd via fundraising agreements)	WMF, WMI, members, Affiliates, Hubs
Budget	WMF BoT	WMF Board of Trustees. Sections of budget possibly entrusted to regional Hubs and global council	WMI and WMF will have separate budgets
Resource Allocation	WMF, through grants	WMF, through grants, intermediary/hub contracted funds, stipends; GC for its funds assigned by WMF	Through a distribution formula decided on annually by GA, in addition to grants, stipends, etc.
Endowment	Endowment 501(c) (3)	Endowment 501(c) (3)	Endowment 501(c) (3)
Enterprise	LLC	LLC	LLC
Movement Infrastructure (software development, capacity building, conferences, knowledge base, evaluation, innovation)	WMF, WMDE	WMF, Affiliates, Hubs external actors via WMF grants und contracts	WMF, WMI, Affiliates, Hubs, contracts
Liability for Content in Projects	WMF, protected by section 230 US Law	WMF, protected by section 230 US Law	TBD
HQ	San Francisco	San Francisco	TBD (Amsterdam, Geneva, London, Singapore, Cape Town, other?)

Visualization

Scenario 1

Scenario 2

There might be other scenarios, and variations of these that we have not considered yet. More extreme variations have been voiced over the last years, such as abolishing the WMF altogether, or transforming it into an organization with international governance, or into a contracted service provider for the movement. The feasibility of these ideas has yet to be argued. However, before we confuse the conversation with more theoretical possibilities, it is helpful to look at current and proven practices.

What are standard practices in international NGOs?

We have looked at governance structures of comparable international organizations to get an understanding of what are the most practiced models. A note on the sample: International NGOs, for the purpose of this empirical sample typically serve as the operative component of a social movement. The movement tends to have a large volunteer base and have developed a federal system with independent sections or chapters in multiple countries or regions over time. The most well-known examples are Greenpeace, Amnesty International, Transparency International, and Medecins Sans Frontieres. We excluded those NGOs that have a headquarters and local offices, and may provide services globally, but do not have independent member organizations.

Name (Link to governance info)	Highest Governance Body	Seat/ Corporate Forms	other decision making bodies	global reach	By-Laws/ Charter	Members/Chapters	notes
Amnesty International	Global Assembly	UK, Amnesty International Limited ("AIL") and Amnesty International Charity Limited ("AICL")	International Board (9 members), International Secretariat	149 countries	Statute	Sections in 70 countries. Also roles for groups, individuals and networks	recent Governance Reform
Greenpeace International	Council (annual Global Meeting)	Greenpeace International is a ‘stichting’ under the laws of the Netherlands. It is based in Amsterdam and its formal name is Stichting Greenpeace Council.	International Board (7 members) Global Leadership Team (7 EDs) International Director and Management Team	55 countries	Articles of Association (bylaws) Rules of Procedure	27 independent national and regional Greenpeace organisations (NROs) voting orgs and candidate orgs
Transparency International	Annual Membership Meeting	Berlin	Board, Secretariat	>100 countries	Charter	National chapters, Individual Members	Accreditation process
Save the Children International	Assembly (made up of members, board chairs, and CEOs)	UK Company and Charity, sole member is StC Association Seat in CH	Board of Trustees, Board Committees, Management Committee	120 countries	International Save the Children Alliance Bylaws (pre 2019)	29 member organizations	Governance Reform in 2019
Worldwide Fund for Nature	Board of Directors (self-perpetuating)	Foundation with Seat in CH	Secretariat	40 countries have offices, active in 100 countries	?	33 National Offices, 2 categories: National Organizations (independent) and Programme Offices	least participatory model, corporate culture, lots of criticism over the years
CARE international	The Council (representative of worldwide membership)	CH, Confederation of members	Supervisory Board (Independent)National Directors Committee, Secretariat, Strategic leadership teams		common Code	14 member organizations, + candidates and affiliates
MSF International	annual International General Assembly	Geneva, CH, International Association	Board of directors (elected by IGA)	70 countries	Charter, Chantilly Principles, La Mancha Agreement	25 member national and regional associations (plus sections and branch offices)	‘Within the different representative structures of MSF, the effective participation of volunteers is based on an equal voice for each member, guaranteeing the associative character of the organisation.‘

Analysis

The most practiced governance model in our empirical sample is that of an international membership association. This aligns with Scenario 2 described above.

Standards

The following characteristics are standard:

Governance is described in a formative document such as a charter or a statute.
The highest governance body is a general assembly, representing the members.
This body elects a board of directors, which in turn appoints or hires a secretariat.

Variables

There is a diversity of choices in how...

members of the general assembly are defined
policies are developed
communities and volunteers participate
operative functions are distributed among members and the international secretariat. There are more distributed models and more centralized ones.
resource allocation is structured. Some models involve a conscious redistribution of funds from countries of the global north to the global south.

These choices are detailed in each respective Charter, and in some cases in related policies.

Aligning with Movement Strategy

The roles and responsibilities working group in phase 2 of the strategy process did substantive work around reviewing models and scenarios. Much of this did not make it into the final product as a clear recommendation for one scenario. Nor were roles and responsibilities delineated between affiliates, WMF and the future global body. Many of the principles that were discussed by this group however did make it into the final document. They show a clear normative path for the upcoming decisions on the variables listed above. These will be important for the drafting committee to incorporate. In particular, these include:

Subsidiarity and Self-Management – this will be important when defining which movement entity in a federative system will make decisions about which issues.
Inclusivity and Participatory decision-making – this will be important when defining how we are going to make access to community processes more equitable and how to assure representation of emerging and future communities, for example through a flexible membership and candidature policy for the general assembly
Decentralization – as a common desire this was often mentioned during Phase II of the strategy process, but it never was defined nor included as a principle. Designing a federated governance structure now provides new opportunities to think through how decentralization, together with subsidiarity, could manifest itself. For this, it might be helpful to think of the jobs in the movement as functions, and have rational conversations about where and with which entity those would be best located.

A possible Path for the Wikimedia Movement

There are already some suggestions on what the content of the charter should be. Many exercises on the level of depth of the charter were conducted by participants of global conversations. The discussions about depth were not particularly helpful because they were out of context with the direction the charter would go to in the first place – will it be the founding document of a new governance structure, or a list of principles, or an exact description of roles and responsibilities of movement entities, but with no changes to these entities (other than adding a global council). So clarifying this question then informs what we write in the charter.

What are possible paths for when the drafting committee starts its work? Rather than collecting content items without a direction, milestones could be:

Reviewing governance scenarios and questions
Deciding which scenario the committee will work based on
Identifying what components go into the charter and what goes into other documents, such as policies and agreements
Begin drafting the Movement Charter