All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Foundation shall be managed under, the direction of the Board of Trustees.
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 orienting new trustees
- articulating the mission of the WMF in public
Within the Board, specific positions exist which come with additional responsibilities: the Chair, the Executive Secretary, and the Treasurer. These are defined in the bylaws and elected annually by and from the Board.
Emphatically, the responsibilities of the Board do not include:
- interfering in day-to-day operations, except in emergencies
- setting project-level editorial policies
- resolving basic community disputes
- volunteering in specific areas of regular WMF organizational work
Individual Trustees may continue to pursue such activities, but they are outside their responsibilities as Trustees. If you are interested in such work, committees, and other official bodies of the organization are the appropriate venues for it. Also watch out for job openings at the Foundation.
Being a Trustee of a small organization like WMF (which faces immense challenges) can be time consuming. You are expected to attend at least 3-4 meetings per year in person, attend Wikimania, our annual conference, and attend other scheduled online meetings and votes. 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 certain issues (eg fundraising, Wikimania, audit, legal etc...) and to help drafting policies, charters and resolutions on such topics. Each trustee is expected to donate a little bit of personal money to the organization as proof of support. However, contrariwise to many US Foundation, trustees are not expected to bring a lot of money to the organization and can do so anonymously. They are also welcome to help raising funds. The trustee is a volunteer.
The ideal Board has a mix of different skills: it is composed of big picture thinkers and leaders, non-profit veterans with accounting or legal experience, fundraising experts, and public figures. It is culturally diverse, mirroring the diversity found in WMF's project communities. It takes the corporate governance of WMF seriously while inspiring staff to strive for ambitious, but realistic long term goals.
The role of a Trustee is not always the most exciting or most rewarding position imaginable. Much of your work will go unnoticed, some of it will be highly confidential, some purely administrative. On the other hand, it is a unique opportunity to make a difference in one of the most culturally significant organizations on the planet.