Wikipedia and corporate structure

See:Wikimedia for current news regarding a Wikipedia associated organization.

The Wikimedia Foundation, Inc. is a not-for-profit domestic corporation in Florida, US.

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The conversion of Wikipedia into a "non-profit" effectively means incorporation. This opens a number of issues about corporate structure, and the by-laws that govern how that corporation would function. What follows is a series of topics which must be considered to ensure the long term viability of the project.

Protecting Wikipedia's Principles

A long-lived project requires finding a balance between democraticly considering the interests of current and future members, and protecting the investment and vision that have gone into bringing Wikipedia to a point where incorporation is a reasonable alternative for future structures.

Where do we incorporate?

The jurisdiction of incorporation is the one whose laws would apply to our corporate operations. In the United States this is a matter of state rather than federal law. Because of general conveniance the State of California appears to be the jurisdiction of choice, but that's not a done deal. If some of the things we want to do are not allowed by California law, we could look to someplace else.

Directors

These are the people responsible for the operational decisions of the corporation. Editorial decisions would not normally be part of their duties. For the maintnance of general peace I would recommend that no single country be allowed to have a majority of directors. How many should there be? How would they be put into office?

These could be appointed from the officier pool by the trustees and then confirmed by a simple majority vote of the officers. --maveric149

Trustees

This is a small highly respected group with the responsibility of intervening when the project gets completely off track. They could override the directors or editorial decisions when circumstances warrant, but would not normally interfere.

This seems like a natural role for Jimbo and Larry to play with Jimbo also being the head of the board. There should be at least one additional person from a non-US country. --maveric149

Officers

These are the ones who make sure the business of the corporation gets done. How do we chose them?

I vote for having every Admin of each Wiki be officers in the Foundation by default (but we should also allow people to be officers if they don't want to be Admins. But these people would have to explicitly ask to be officers). We could then have voting amongst the officers for specified positions such as treasurer or secretary. We need more Admins to have a reasonable pool to choose from though. There should also be a rule that prevents any one country from being over-represented in the elected positions. --maveric149

I think we have a misunderstanding here, officers and directors are exactly the reverse of the way you seem to have interpreted them. Officers are people like the chairman who makes sure that meetings happen, the secretary who makes sure that government forms are filed when they need to be, and the treasurer who makes sure that the bills get paid. In the light of that your suggestion is certainly worth considering. Eclecticology

Fiscal Stability

There is a need for contingency planning in the event that at some time in the future Jimmy won't or can't give the project its needed support.

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This may be so obvious it's already been mentioned, but are there any existing organizations which we could learn from? Free Software Foundation for example? --Tarquin

Yes we should look at how the FSF, Gnome Foundation, KDE League etc are set-up in order to get ideas. --maveric149

Officers, Directors, and Trustees seems to have one too many layers to it. The Directors and Trustees seem to represent the same function. Most companies have a Board of Directors, which hires a CEO and approves other important decisions. 24.26.164.xxx

Not really. Trustees in this kind of structure only act as such when there is a serious problem. Officers share the work of the CEO, without the embarassing requirement of a salary. Eclecticology

What about bringing a little bit of democracy in this process? I think at least one organ (f.e. directors) should be democratically elected by Wikipedia's contributors, i.e. everybody who has a login name and has been active as editor a certain time before elections (to prevent manipulations). --elian

This is a radical suggestion! Still there is a need to ensure that a lot of special groups like the various language wikipedias be represented. This may imply that the Board of Directors be somewhat larger. Eclecticology

This is no obstacle. The various -active- language wikipedias could elect each one a representative for the board of directors to ensure that each wikipedia is represented. --Elian