Toolserver Working Group/Proposal from Thomas Dalton

Here is my proposal for how the Toolserver Association (TA) should function. I'm writing it in order to help the soon-to-be-formed Toolserver Governance Working Group (TGWG) to get started. They can do what they like with it, but I hope it is useful in some way. I have tried to make it as precise as possible, but it is not written in full legalese and contains explanatory notes mixed in with functional statements so the TGWG should not even consider using this document as the basis for the governing documents of the TA - even if the ideas I propose are supported, the governing documents need to be written from scratch with the laws of the jurisdiction in which the TA is to be incorporated in mind.

Constitution
The TA will be constituted as an incorporated legal entity with limited member liability in a convenient jurisdiction. The TGWG should consider various options for which jurisdiction and what form of legal entity considering factors like cost of constitution, cost of running, bureaucratic burden, tax and compatibility between local law and our goals for the TA.

The TA's financial year will run from 1st August to 31st July.

Membership
The TA will have Members who will be official, founded Wikimedia chapters that contributed funds at the beginning of the TA's current financial year. In all votes of Members, each Member will have a number of votes equal to the number of whole Euros contributed at the beginning of the current financial year. Members will elect the Board of Trustees and may pass resolutions that will bind the Board of Directors. Such resolutions may be amended or repealed by a further vote of the Members in either the year the resolution was passed or a future year.

Board of Trustees
The TA will be run a Board of Trustees made up of six natural persons elected for staggered two-year terms in two tranches. A Trustee may, but is not required to, be a member of the Board of Trustees (or equivalent) of a Member, a non-member Wikimedia Chapter or the Wikimedia Foundation or a member of staff of an aforementioned body. However, a Trustee must, when acting as Trustee, act in the interests of the TA. The aforementioned bodies may advise Trustees but Trustees must not allow themselves to be in any way controlled by an aforementioned body. The Board of Trustees may delegate day-to-day management to paid staff.

Vacant seats on the Board of Trustees will be filled in August each year by a vote of Members using weighted Single Transferable Vote. STV is a proportional representation voting method without party lists. This means a Member that contributes more than a third of the total contribution from Members will be able to unilaterally appoint a Trustee at each election. If a seat becomes vacant mid-term, the Board may co-opt someone onto the Board. Such a co-opted member of the Board will serve only until the next routine election. If a member of the Board leaves the Board during their first year, their replacement following the next election (who will be the last candidate to achieve quota) will be elected to a term of only one year. In the first election, the first three people to achieve quota and be duly elected will be elected to two-year terms and the other three will be elected to one-year terms. In the event of a tie, the terms will be allocated at random.

Finances
The Board of Trustees will approve a budget for the next financial year in February of each year (ie. shortly after the annual fundraiser). The budget will be divided into spending that is essential to maintain what the Board considers to be the minimum acceptable level of service and discretionary spending. For the first year, the TGWG will draw up such a budget.

Following the publication of the budget Wikimedia Chapters will have until the beginning of the financial year to decide whether to be a Member for that year. Chapters should make this decision as soon as possible. A Chapter wishing to become a member will inform the Board of Trustees of their intention and of the maximum they are able to contribute (this maximum should be at least €5,000 in order to avoid Members with little significance in the TA's finances or governance from having an unjustifiable administrative burden). Should it appear that the total contribution will not reach the amount required for a minimum standard of service the Board of Trustees will encourage other Chapters to become members and for Chapters already intending to become members to contribute more. If there is still insufficient funds, the Board will seek alternative funding. The TA should maintain a reserve to assist in temporarily covering such a deficit should it not be resolved by the beginning of the financial year.

Should the total contribution will be greater than the amount required to cover the minimum and all discretionary spending the largest contribution(s) will be reduced until the total contribution equals the maximum amount required. For example, if the maximum required is €20,000 and Chapters A, B and C offer €5,000, €5,000 and €15,000 respectively, then Chapters A and B would each contribute €5,000 and Chapter C would contribute €10,000. If they offered €5,000, €10,000 and €15,000 then Chapter A would contribute €5,000 and Chapters B and C would each contribute €7,500.

The Board of Trustees may amend the budget during the year. If more funds are required, the Board must find those funds. The contributors will not get any (additional) voting rights. If less funds are required, the excess will be carried over into the next year and be minused off that year's budget for the purposes of determining contributions.