Why is there a Board?

The main reason there is a Board is so that the state of Florida will know who to throw into jail if the Foundation violates the law.

The Board was not formed because it was determined this would be the best governance structure for the Foundation. It was formed because, when we went about creating the Foundation as a non-profit, the state of Florida informed us that a Board would be legally required.

Without this requirement, the Foundation would likely have adopted some other form of governance, one that is more in line with the nature of the Wikimedia projects and of the communities behind them.

The first priority of the Board is to insure compliance with all applicable laws.

The second priority, perhaps, should be to create in practice, to whatever extent possible, the sort of governance structure we would have adopted if the current structure had not been imposed upon us as a matter of law.

This would involve a very flat power structure, with decision making authority exercised by the community through a process of building consensus and establishing social norms. If decision-making need be centralized, this could be accomplished through the creation of decision-making nodes (committees, perhaps chapters) which would make decisions with only a limited scope of authority.

We may call this "community governance at the leave of the Board."

This model will never be perfectly achieved. Obviously, the need to insure legal compliance requires that the Board have the power to veto or rescind any action of the community. And there will be numerous cases where decisions must be made on a Board level, if only for reasons of expediency. But the goal in all things sould be to maximize community governance, and to minimize hierarchy and the concentration of decision-making authority.