This was a draft for a blog post that has since been published at https://blog.wikimedia.org/2014/02/28/board-service-every-board-needs-a-bit-of-maintenance/ .
Board service: Every board needs a bit of maintenance
For all the differences among the 40 regional organizations (chapters) and one thematic organization in the Wikimedia movement, there is one feature that is found at all the registered Wikimedia organizations: a volunteer-based supervision and control committee. For the Wikimedia Foundation, it is the Board of Trustees, at Wikimedia France, it is the Conseil d'administration, with Wikimedia Germany, it is the Präsidium, and of course there are a number of other different names. For simplicity, here I use the short term "board" for all these bodies.
Enable the board to do its job
We so often take it for granted that a committee composed of individuals with different expectations, experiences, and knowledge can find its way into its tasks just by itself. That it manages them well and effectively, always acting and communicating openly and professionally. But can that really always be assumed? Is it not in fact extremely difficult to come together as a group to figure out individual strengths and weaknesses, and build up trust? Two things I think are essential for functional boards: a) the ability and willingness to delegate and b) the ability and willingness to accept and promote different positions and constructive confrontation within the board. Both are only possible if the committee has agreed on basic internal rules and procedures, and if it accepts that it needs to evolve constantly as a body.
A board needs to keep pace with the organization's development, to fulfill its oversight obligations at each stage of development of the organization, and at the same time support the organization, promote its development and frame its strategic direction. If the entire board deals with the question of how to become or how to remain able to work, it is running in circles, and tasks are not carried out. What could be more appropriate than to entrust a smaller group with these issues, thereby relieving the entire body immensely?
BGC - a committee in the background
Since 2010 there is such a group in the board of the Wikimedia Foundation: the Board Governance Committee (BGC), whose chairman I have been since joining the Board in 2012. Why am I doing this kind of work in particular? I actually find it fun to deal with policies and the development of processes. I believe that it is generally helpful to have a resource for looking things up, a resource that is understandable for everyone, and I know that the Board of Trustees has not yet reached its own ideal conception of a board. And to this, I can and I want to make a contribution. Even though we publish our annual agenda and the minutes of our meetings on Meta, our work is naturally more in the background and is only known to few people.
The BGC's purpose is to ensure that the Board fulfills its legal and fiduciary obligations, and that it improves its control function, efficiency and effectiveness. Sounds good, but what does that mean? Traditionally, a BGC takes care of the composition of the board, finding suitable candidates and preparing the appointments. Since the Foundation's Board only partly consists of appointed board members, and we consider additional areas such as policies and our own evaluation to be as important as the composition of the board, our BGC has an extended scope of tasks. In essence, the Wikimedia Foundation's BGC takes care of three areas: 1. policies and processes, 2. composition of the board, 3. training and evaluation of the board.
Specifically, this includes - for example - the Board Handbook, the search for new board members like most recently Ana Toni, the support of the community and Wikimedia organizations in the respective selection processes for board members by the Board liaisons or an Elections Committee, the 360-degree feedback for board members and the evaluation of the entire body. The latter is currently taking place in close collaboration with the HR Committee. In the board's daily business, the BGC is positioned especially well to regularly question processes and threads. From time to time, this includes reminding the Board to concentrate on tasks that nobody else can do. Depending on the size and structure of the organization, this can mean different things. For example, the board of the Wikimedia Foundation does not itself create the annual plan, that's the job of the ED, in person of Sue Gardner (see the process summary). Our responsibility as the Board is to provide directive input for the annual planning. In contrast, at organizations without full-time employees, the annual plan is created by the board itself. It is important to identify this explicit area of responsibility for each board. Because that is the challenge to face, which should be any Board's main focus.
A Board must not only take care of itself - but it may not lose sight of its own development, either. Under the assumption that a Board's constellation in the wikiverse changes relatively quickly, it must ensure to become able to work effectively within a short time (and continue to be so). The board must develop as the organization does, because only then can it ensure a trusting and fruitful cooperation in the board and - if applicable - between the board and the management. Regularly questioning its own working methods and self-conception is part of this. The trick is to implement the necessary legal or rational procedures and processes, without losing yourself in a cage of rules. A working group, whether it is called BGC or completely different, can provide valuable support - in every board.
I'm looking forward to the Boards Training Workshop in early March in London. We all can learn from each other, we only haven't yet found the right ways to share our ideas and experiences in this matter.
Alice Wiegand (User:Lyzzy) has been serving on the WMF Board of Trustees since 2012 as a Chapter selected trustee. She has been involved with chapter and movement issues for many years and served on the Board of Wikimedia Deutschland from 2008 to 2011.