Talk:Wikimedia Chapters Association/Governance/Checklist

Poll on Consensus

agree

1. --Manuel Schneider^(bla) (+/-) 12:30, 25 August 2012 (UTC)
2. Fæ (talk) (as proposer)(WMUK CM)
3. sign up here

agree after having made changes

1. Generally love the idea of the checklist as a way to encourage chapters to think over their policies, assess them, work upon them and then share their solutions and beliefs. I am pretty sure we would find many different models depending on local law and culture as well as the size of org, its financial situation etc. - however, it is still good to promote values like transparency, vision and communication. I would not dare try to enforce it, at least I don't t see a legitimacy to do so, but as a support for chapters - I fully approve.

   I would add a few questions on transparency and 1. communication 2. money:

   Are the meetings of governing bodies like boards, their plans, documents etc. open to the public and to what extend?

   Are the governing bodies' and other community members compensated directly or indirectly (e.g. with travel grants) and how is it communicated?

   Moreover, does the question on minutes regard the information before the meetings, after or both?

   These are m 2 cents for now. I think that after some time I could come up with more but I guess the checklist will be evolving in time. Nevertheless, I am pretty sad with low response rate. Shouldn't we wait mor time for comments?

   Best Regards, aegis maelstrom δ 21:29, 2 September 2012 (UTC)

   I will look at incorporating your additions (though feel free to add changes yourself). Minutes are published (reasonably promptly) after meetings but there should be a published agenda in advance, even if the details remain flexible. An advance agenda helps the board prepare for the issues to be discussed and may encourage non-board members to participate with proposals and questions. I agree that the governance checklist and framework (when we get that far) should evolve over time. There is no particular hurry for this to become an official version, so perhaps it needs to stay as a "working draft" version for a couple of months to allow some testing by interested chapters and keep it easy to incorporate changes, improvements and explanation/guidance. --Fæ (talk) 08:48, 4 September 2012 (UTC)

2. sign up here

dunno yet

1. I put some questions below. Anthere (talk) 08:02, 4 September 2012 (UTC)

disagree completely - come up with alternative

1. sign up here

Thoughts to improve the checklist

My memory is that I should help come up with examples amongst current chapters to have show case. In that regards, I need to clarify certain points in that list.

As it is a bit hard to see questions from checklist, I am colouring these in green. --Fæ (talk) 09:00, 4 September 2012 (UTC)

Checklist

Mission and Plan

• Are the chapter's governing documents agreed and published?
  1. Governing documents are often in the form of a constitution, articles of association or a set of rules.
  2. These are often supplemented by evidence of implementation and public benefit in an Annual Report or an Exposition which are often used to help with publicity and communication.

it is unclear to me what is exactly the point in this item. Is that suggesting that the association should have a "constitution" or "articles of association"... or is that suggesting to publish an "annual report" ? I read "article of association" as "bylaws", which is mandatory anyway. I think what you mention is the equivalent to the règlement intérieur which is a list of considerations about how the association is run and may be changed quite easily compared to bylaws. Could the language be clearer ? Also, I never heard of what "exposition" is. Examples ? links ?

I propose it would be easiest to say "constitution or a similar variation" and leave out the other terminology. In practice as chapters are created as different forms of both legally recognized organizations and (initially perhaps) less formal societies, then I wanted to avoid language that makes it appear that a chapter needs to have a weighty constitution to exist. Wording now changed. Done --Fæ (talk) 09:00, 4 September 2012 (UTC)

• Is a strategy published setting out priorities for the next 3 or 5 years?

ok

• Is there a detailed plan of activities for the next year?

ok

Board

• Are legal requirements for board members defined and communicated?
  1. Training for new board members or prospective members may be required.
  2. Procedures should be in place for necessary declarations of interests of board members.

Can you clarify what "legal requirements" may be (beside the example of procedures for declaration of interests. We need more examples generally or even perhaps a short list. Also, what is the relationship between legal requirements defined and communicated and training ? Can you give example ? Is that "training to learn how to fill conflict of interest questionnaire" or "training to understand what is a conflict of interest" or something else ?

A short list of examples might help. Personally, I have no idea how this varies between countries and organization types. In the WMUK example the trustees have legal obligations that are interpreted by Charity Commission guidance, and this guidance changes as the legal requirements (and case law) changes. Off the top of my head a short list might include: declarations of interest, financial reporting, tax requirements, annual reporting requirements and reporting compliance with the defined constitution. Now added. Done

"Training" is general training for the chapter board members on how to perform their roles as directors or trustees. Board members may be appointed or elected and certainly in the case of being elected, there is no grantee that the individual already sufficiently understands the legal or financial obligations they are taking on in order to ensure the chapter remains or becomes appropriately governed. I have improved the wording of this section. Done --Fæ (talk) 09:19, 4 September 2012 (UTC)

• Are board meetings held regularly?
  1. Meetings should be against a published schedule.

     yes, but the language is not Non-English native friendly. It should be rephrased in a more simple English.

     I agree - it can be hard to express these ideas in simple English. I will try and improve the language and encourage others to have a go at improving readability. --Fæ (talk) 09:19, 4 September 2012 (UTC)

  2. Minutes must be published with decisions and actions recorded.

yes, but there is no reason this would be a sub-item of "schedule". That's a different item.

I have no firm view on layout, perhaps you could move it to a better place? --Fæ (talk) 09:19, 4 September 2012 (UTC)

• Are there reports to the board on progress against budget and plan?

Yes, but there should be a line about "do you have a budget".

Added "and budget" to Mission section. Done --Fæ (talk) 13:03, 4 September 2012 (UTC)

• Has the board agreed processes for making decisions and delegation?
  1. Delegation to staff or contractors for financial or planned activities will need published agreements or terms.

     ok

  2. Oversight of legal and regulatory requirements may require regular reports.

     could be more detailed.

     This is an area that practical feedback from chapters using the checklist can help with providing best practice guidance. --Fæ (talk) 13:03, 4 September 2012 (UTC)

• Does the board consult with independent professionals to ensure plans are robust?
  1. The board is unlikely to have a balance of all relevant skills and experience. Chapters often contract support as required for accounting and tax, legal concerns, public communications, governance and staff recruitment.
  2. The Board should regularly review any professional support contracts to ensure they offer value for money.

ok for now

Members and users

• Are the benefits of membership defined?
• Are the activities of the chapter accessible to all users?
  1. Access by members of minority or disadvantaged groups may require specific plans, including those who may find it difficult to travel to events but may be able to take part remotely.

     What does define "users" ? Is that members ? (in this case, mention members). Is that contributors to WM projects ? Is that everyone ?

     See the Glossary section which does define "users". --Fæ (talk) 13:17, 4 September 2012 (UTC)

• Does the chapter communicate its services and activities?
  1. Members and other users should have free access to the planned activities and resulting outcomes.

     Should be the object of two items. Sorry about that, but the fact that members and the entire world should have access to the same type of information is not something I view as a requirement.

     There may be a misunderstanding, the intention is unhampered access to the activities and outcomes, rather than access to plans. I have re-worded slightly to clarify. Done --Fæ (talk) 13:17, 4 September 2012 (UTC)

  2. Feedback on services should be encouraged and recorded.

     What is "services" ?

     I have added a definition to the Glossary section. Done --Fæ (talk) 14:16, 4 September 2012 (UTC)

  3. Processes for recording and acting promptly on complaints should be available.

ok

• Are there training and outreach events for volunteers and users?

  What is the difference between volunteers and users ? Please define the terms

  Added to Glossary. Done --Fæ (talk) 14:16, 4 September 2012 (UTC)

  1. As well as general Wikimedia project outreach, specific workshops designed to address the support needs of the chapter may encourage new volunteers to help with answering emails on OTRS, planning events and acting as key points of contact with other organizations.

     I fail to see how this belong to a governance checklist

     Governance includes monitoring progress against the defined chapter mission and its sustainability. If chapters are to have volunteers (at the moment there has never been a proposal for a chapter where there were only staff), then assessing the chapter's sustainability must include ensuring there are activities to gain new volunteers and help volunteers to understand how they can help the chapter deliver its mission, this includes workshops and training events. If the logic here seems complex, then I am open to suggestions of how to add simple guidance in the checklist. --Fæ (talk) 14:16, 4 September 2012 (UTC)

Leadership and improvement

• Is the long term vision effectively communicated?
  1. The organization and volunteers should understand the vision and be part of its development and implementation.

     Far too vague. I agree, but practically, does that help the chapter as a check point ?

     This point is to confirm that communication of the vision is effective. Writing the constitution is not the same thing as confirming that the vision it implements is supported by the wider community of volunteers and stakeholders. If asked this question, I would expect most chapters to be unable to produce anything concrete to support a view that the vision is well understood as evidence in the form of survey feedback, workshop events and documented and well discussed changes is fairly sophisticated in terms of communications planning. I agree, it's vague, but perhaps this is something to improve later on with some best practice case studies? --Fæ (talk) 15:47, 4 September 2012 (UTC)

     Ok. We shall try to identify cases to supplement this part

• Are improvements made based on feedback, reviews and measured outcomes from events?

Ok

• Are the systems and processes of the chapter reviewed on an annual or more frequent basis?

Ok...

• 1. Reports of systems and process assessments and reviews should be retained and preventative and corrective actions tracked.

     Yes... preventative ?

     This is a classic question from the ISO9000 series - if only corrective action is documented from reviews then the organization is not learning from the experience in order to avoid future failures - hence specifically asking for some evidence of preventative action being taken. --Fæ (talk) 15:47, 4 September 2012 (UTC)

  2. Chapter activity plans and the long term strategy should learn and adapt from review feedback.

     Yes, though I am not sure it is very helpful

     Again, probably a question that will be easier to understand with best practice case studies. I know that WMDE and WMUK have gone through (difficult) consultation exercises for their plans and strategy, whether these are the best processes that can be duplicated in other chapters is hard to say. --Fæ (talk) 15:47, 4 September 2012 (UTC)

     Ok. We shall try to identify cases to supplement this part

• Are key performance measurements tracked and monitored by the chapter board and staff?
  1. Examples of key performance measures may be time to respond to requests, on-time external chapter reporting, performance against the activity plan and the ratio of spend on programmes versus administration.

ok

• Is a complaints process defined?
  1. The process should be easy to use and understand.
  2. Complaints to a chapter should be recorded, responded to in writing and independently assessed.
  3. Preventative action should be taken to avoid similar repeat complaints.

ok

• Is there a development and improvement policy and plan?
  1. The organization should have systems to share information, learn from experience and establish best practice.

ok

Staff

• Are there processes for recruitment and selection?
  1. Processes should be transparent and fair, complying with equality and diversity requirements.

Yes; but vague

• Do all staff and contractors have published terms of reference?
  1. The chapter board must be aware of legal requirements for staff and volunteers.

What are "terms of reference" ?

I am unsure of what other words are easier, these are the terms of employment which define the scope of an employee's job. Is "Job Definition" better (it reads a bit clunky to me)? --Fæ (talk) 07:39, 7 September 2012 (UTC)

• Are there induction processes for new staff?

What is an induction process ???

Changed to "introductory training". --Fæ (talk) 07:39, 7 September 2012 (UTC)

• Are there regular meetings with staff and volunteers to discuss and review activities?

ok

Access and transparency

• Are user groups identified and procedures assessed to ensure there is fair access to chapter events and services?
  1. Language needs, cost of travel, disabled access, internet access, access needs for minors or seniors and perceived minority or disadvantaged group discrimination are typical areas that a chapter may need to plan for to ensure fair access.

Yes, but that point is SO anglosaxon... and again, I am unsure what "users" represent

How could it be rewritten to be more global? --Fæ (talk) 07:49, 7 September 2012 (UTC)

• Is there a communications plan with a maintained list of users and stakeholders?
  1. Volunteers and staff that are authorized to write or speak on behalf of the chapter should be identified, and their role as part of the organization defined.
  2. The communications plan may include a monitoring and reporting strategy to regularly assess media impact.
  3. Methods of communication with different stakeholder groups may require separate plans. For example, active volunteers may respond well to on-wiki discussion and chapter list emails, but past donors may require planned email shots.

ok

• Are users provided with information on the chapter's events and services?
  1. Information should be timely and communicated in a format relevant to the user. For example geo-notices on Wikimedia projects may not be relevant to attract new users to chapter outreach events.

ok

• Is user feedback encouraged and acted upon?

what is user ?

• Are there policies on confidentiality and transparency?
  1. There may be an expectation of confidentiality for some chapter correspondence, policies need to balance this against the common Wikimedia values of openness.
  2. Compliance with data protection legislation may restrict the chapter's transparency or the detail of membership records and attendance at events.

ok

• Are the results of projects and events documented?
  1. Significant chapter projects are often documented as case studies. See outreach:Main page for previous examples.

ok, but redundant with other items

Money

• Are funding plans agreed a year ahead?
  1. Chapter funding applications may require significant planning and supporting evidence. Chapters often name a single key representative to coordinate the funding agreement and plan for each year.

this appears strange to me. By funding, do you mean applying to grant or is that meant even for the budget ? If so, a year ahead is simply far too much

At the time of a funding application, a chapter is applying for the next 12 months of money. By definition this means that the funding planning must be more than a year ahead as the application itself must be several months in advance of being paid anything. --Fæ (talk) 07:47, 7 September 2012 (UTC)

• Are financial reporting and tax requirements planned for?

ok

• Is a realistic annual budget agreed by the board and tracked against monthly income and expenditure?

ok

• 1. Income and expenditure should be recorded and accurate.

ok

• 1. Cash flow projections should be regularly updated.

ok

• Are there published procedures for banking, payments, expenses and salaries?

  1. ok

  2. Bank statements should be reconciled with internal accounts on a monthly basis with procedures for alerts and action when there are discrepancies.

     may not be appropriate for all chapters

  3. Procedures for banking must ensure secure access requirements are in place, including multiple signatures being required for all significant transactions.

     ok

• Are appropriate insurance policies in place and reviewed every year?

  1. appropriate...

     "Appropriate" could be expanded later. It is not straightforward and in the case of WMUK we have had difficulties in ensuring we were not paying for unnecessary insurance, for example insurance related to data security (a requirement for funds processing chapters from the WMF) can be very expensive compared to what an exposure of chapter records would cost in terms of corrective action or damage to reputation. I believe that necessary insurance could vary greatly between countries as it can depend on government regulations. --Fæ (talk) 07:47, 7 September 2012 (UTC)

• Are there independent financial audits?

  1. ok. Should clarify whether professional (audit company) or volunteer based as on an audit committee

  2. Recommendations from audits should be reviewed by the Board and acted on.

ok

Resources

• Are capital items maintained and secure?

define capital

• Is the computer network and key records secure?
  1. Key records include membership, financial and official correspondence.

ok

• Are resources managed to be environmentally sustainable?
  1. Chapter policies should encourage environmentally sustainable travel, recycling and ensure new purchases are assessed for sustainability and long term maintenance cost.

errrr. Cute :) Seriously... yes but no. That's every chapter business

• Is there a published asset register?

what is it ?

• Is there a purchasing policy?

ok

Partners

• Are organizational partnerships identified supporting programmes and administration?
  1. Some partnerships may include financial grants or financial commitments for which partnership agreements should be in place. For example a Museum where the chapter sponsors a Wikimedian in Residence project.
  2. Points of contact and expected outcomes for both organizations must be documented, notes of joint meetings are often sufficient.

ok

Glossary

Activity plans are annual plans produced by the chapter which explain the activities of the chapter over the coming year and are part of the justification for any chapter requesting grants or receiving income from other fund raising activities. Regular activity reports are expected to be published by chapters receiving grants to demonstrate progress against the Activity plan, these are often published on a monthly or quarterly basis.

Stakeholder is any interested party that a chapter may need to communicate with. Examples include volunteers, other chapters, the Wikimedia Foundation, institutions that support chapter events and donors.

User is any user of the services of a chapter. Examples are a subscribing member, a volunteer in chapter projects, an attendee at an outreach event or a donor during a funds raising event.

Ah. I found the user... Anthere (talk) 08:40, 4 September 2012 (UTC)

Thoughts

I first would like to thank those who started the job. Good first draft guys !

Some comments

1. Many terms were unclear to me. That's an issue :)
10 years ago before being on WMF board, it would have been completely useless to me due to lack of experience. Even now, some points are "mystery". For example, what is a "published asset register" or an "induction process" or "terms of reference for staff" ???
Oh, I could guess or look around to understand. And I may very well realize that I actually know what it is, but not the English term :)
The point is that it would nevertheless be useful to expand the glossary OR to put some nice links to a wonderful website called Wikipedia (or elsewhere). Right now, I guess that most chapter board members will read the list and feel threatened.

2. I think we should aim to having something more specific.
For example, "Are there policies on confidentiality and transparency?" is quite specific.
"Are the chapter's governing documents agreed and published?" is totally vague.
Put yourself in the skin of a brand new group setting up a chapter. What will they understand in this line ? Possibly that they should set up bylaws. But will they think to set up a "COI policy" ? Will they think to set up a "travel reimbursement policy" ? Possibly or probably not. I think we should really aim to enter into more details to "give ideas".

Another example is "Are legal requirements for board members defined and communicated?" Jeeeee, yes, but... what are "legal requirements" and what is "communicated". This could be cut down in two items such as

• does the chapter have a "COI policy" ?
• is there a process to ensure COI policy is read, understood and respected ?

(typically, I have seen many associations set up a charter. Members are supposed to receive it when they join and to sign it. Signed documents should be kept securely. Practically, the chapter is posted on the website. No one read it or sign it. When there is an issue arising, members just coo "oh but I did not know of that rule. It was in the charter ? What charter ?". So, separating the fact of having a charter (one shot writing + board approval and there is nothing more to do) and the implementation (making sure people read, sign and store, which is an ongoing process) is worth it.
I think the check list has a sense if it goes specific. Even if it does not cover all "requirements" and "policies" a chapter COULD or SHOULD have, it teaches good principles and get people in the habit of doing things in a certain way.

3. Last is "improvement"
When I read the current list, it feels like the chapter ought to follow every single item on the checklist. Which is non sense. All chapters should have bylaws. I am not convinced a small brand new chapter should have independently audited financial statements.
Let's pick up an example
In leadership, we may read "Is the long term vision effectively communicated?". Errrr, yes... and what are we supposed to do with this point ? What does that mean "effectively communicated" ? Rather, it could be a list of steps, some done some not done, as in

• are the bylaws made available to all members ?
• are the bylaws made available to every user ?
• is there a budget approved and published ?
• is there an annual plan approved and published ?
• are they monthly or quarterly reports provided to members ?
• is there a 3-5 strategy plan approved and published ?
• is the strategy plan sent to donors ?

etc.

Anthere (talk) 08:40, 4 September 2012 (UTC)

Input WMID

Hi Florence, Though this checklist seems to be quite long, but WMID is interested to do self-checking through this questions. Some parts, even with explanations added, remain confusing for me.

Mission and Plan

• Are the chapter's governing documents agreed and published?

Agreed by who? WMID only have Article of Incorporation and Bylaws, agreed by our government body.

• Is there a detailed plan and budget for activities for the next year?

Not really, in WMID we only have a very rough plan every year, the system is relatively simple: we're going to work on project if we receive any grants, but if we don't then it's okay for us. We can not push volunteers to make an effort to raise money for WMID, or force them to work on our project. WMID is quite open to any sudden/unexpected idea or project from volunteers, that's why we unrestricted grants is more suitable for us. It will not limit our potential volunteers.

• Is an annual report published every year ?

Yes, it is publised on wiki every year.

• Is a strategy published setting out priorities for the next 3 or 5 years?

No.

Board

• Are legal requirements for board members defined and communicated?

Requirements are defined on our Bylaws and it were put on wiki. Who will train the new board/trustees about legal requirements? In WMID, only paid staff (e.g. project accountant and intern) will be taught about basic Wiki and report transparency.

• Are board meetings held regularly?

Formally, only once a year, but we can always have a sudden board meeting if necessary.

• Are board meetings minutes published with decisions and actions recorded ?

Yes, every resolution is on wiki.

• Are there regular reports to the board on progress against budget and plan?

There are no formal report, our boards can always review the on-going/real-time report on Wiki.

• Has the board agreed processes for making decision and delegation?
• Does the board consult with independent professionals to ensure plans are robust?

We don't do it regularly, only occasionally if it is necessary. For example when we need legal expert review on chapters agreement between WMID and WMF. One more thing, it's expensive, other chapters who doesn't have money might need to think twice about it

Members and users

• Are the benefits of membership defined?

Yes, the membership of WMID only open once a year (around 1 month) and we state the benefits of being members on wiki page.

• Are the activities of the chapter accessible to all users?

It is open for all users, but geographically it is quite difficult and expensive for people in different island to attend most activities in Java island.

• Does the chapter communicate its services and activities?

Yes, via facebook/ twitter/ mailing-list/wiki main page.

• Are there training and outreach events for volunteers and users?

Yes, last year when we're funded by WMF, training for volunteers and users could be done regularly.

Leadership and improvement

• Is the long term vision effectively communicated?
• Are improvements made based on feedback, reviews and measured outcomes from events?

Yes, every other projects are based-on previous lesson learned.

• Are the systems and processes of the chapter reviewed on an annual or more frequent basis?

We are trying to keep the systems and processed of chapter as simple as possible, but the system of projects, that what we improve continuously.

• Are key performance measurements tracked and monitored by the chapter board and staff?

No, we do not spend time for composing key performance. Every projects have specific goals and chapter board only make sure it's still run on the right track.

• Is a complaints process defined?

No, haven't got any complaints yet so far. And, we do not have specific procedure to process a complaints.

• Is there a development and improvement policy and plan?

Yes

Staff

• Are there processes for recruitment and selection?

Yes

• Are financial reporting and tax requirements planned for?

No, it's part of our daily activities and we do not think it is important to be planned for.

• Is a realistic annual budget agreed by the board and tracked against monthly income and expenditure?

Yes

• Are there published procedures for banking, payments, expenses and salaries?
  1. Bank statements should be reconciled with internal accounts on a monthly basis with procedures for alerts and action when there are discrepancies.
  2. Procedures for banking must ensure secure access requirements are in place, including multiple signatures being required for all significant transactions.

(1) It is reconciled but not every month.

(2) Can you please define significant transactions? Don't know what to answer such a complicated question.

• Are appropriate insurance policies in place and reviewed every year?

No.

• Are there independent financial audits?

No.

Resources

• Are capital items maintained and secure?

Well-maintained and secure based on what criteria/standard?

• Is the computer network and key records secure?

What kind of security is necessary?

• Are resources managed to be environmentally sustainable?

Can you please give some example of this kind policy? It looks pretty complicated.

• Is there a published asset register?

I don't have any idea of what you mean by a published asset? And why we need to register?

• Is there a purchasing policy?

No, WMID purchase items based on needs and with approval from Boards.

Partners

• Are organizational partnerships identified supporting programmes and administration?

Yes