Hi SJ,
to boldly push my question again: do I understand from this correctly there
was at this instance (in your opinion) no urgency that would validate the
chosen procedure? I know you seem to be in favor of this change as much as
I am, but I'm simply trying to understand if there are situations where
this procedure would still find strong objections.
(I understand the drive of people to discuss the contents of the change. I
myself feel uncomfortable with it as well - but the board clearly decided,
and the changes are a fact now. I consider it extremely unlikely that a
majority of 10-0 will go back on their steps because some people in the
community don't like the particular change.)
Best regards,
Lodewijk
2012/11/6 Samuel Klein <meta.sj(a)gmail.com>
Risker is right. This mainly reflects long-standing
reality in a more
transparent way, and is an exercise in more effective delegation. A few
years back the staff liaison to the Board (James) took many of the notes at
meetings, which was helpful; since then the Secretary has done much of that
directly. Rather than returning to that halfway situation, I am glad to
see the Secretary role become a staff function.
The Treasurer role used to include work that would normally be handled by a
CFO. Now that we have a talented CFO in Garfield, that has largely become
a staff function. So it seems more transparent to separate the Treasurer
role from the work of the Audit Committee - and delegate it explicitly to
the CFO. Oversight of financial strategy and auditing remains a Board
role, and the Audit Committee is run by Board members. The need for
financial expertise on the Board remains strong -- in fact it grows as the
foundation grows in size. But now this need is weighted more towards
financial oversight than towards accounting.
At any rate, I think it makes sense for bylaws changes of any size to be
publicized in advance. I've proposed a specific policy change here:
http://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_board_manual#Bylaw…
Risker writes:
Now, if the Board had been deciding on its
composition (which as best I
can tell was never
publicly discussed the last time it was changed),
I think that would
certainly benefit from
community input.
Yes. And every year it would be good to have community input on the Board
- from how it is functioning to Board composition and recruitment of good
candidates for selections + elections + appointments.
Regards,
SJ
On Mon, Nov 5, 2012 at 7:30 PM, Risker <risker.wp(a)gmail.com> wrote:
Well, that's the point. Phoebe *was*
responsible for this, just as
Bishakha
has been so far this year. Who's been
sending out the minutes and
posting
resolutions?
Further, it's to improve compliance with legislation. Thus, it's
housekeeping.
Risker
On 5 November 2012 19:04, Thomas Dalton <thomas.dalton(a)gmail.com> wrote:
I would be very surprised if the trustee
Secretary actually took
minutes...
That would usually be delegated...
On Nov 6, 2012 12:02 AM, "Risker" <risker.wp(a)gmail.com> wrote:
> It would strike me that one of the "urgencies" that might be involved
is
> the fact that this resolution was passed so
that the Board member who
had
> > previously been the secretary could participate as an individual
board
member, and the appointed secretary could take the
minutes. It's
extremely
> rare for a staffed charity/non-profit to have sitting trustees acting
as
> secretary or treasurer, and none of the
discussion here has indicated
any
> > concern about this decision; this was essentially housekeeping.
> Therefore,
> > the only thing I can take from this is that it is a process issue,
and
that
> some members of the community wish to know in advance and in detail
what
> the board will be discussing. I can
understand that; at the same
time, I
> > think that attempting to micro-manage the board over housekeeping
items
> is
> > not terribly helpful. Now, if the Board had been deciding on its
> > composition (which as best I can tell was never publicly discussed
the
last
> time it was changed), I think that would certainly benefit from
community
> input.
>
> Risker
>
>
> On 5 November 2012 18:25, Lodewijk <lodewijk(a)effeietsanders.org>
wrote:
> >
> > > (just for the record: in case someone does have a valid reason, I'm
> still
> > > very open to hearing good reasons why the board chose the procedure
> they
> > > chose (behind closed doors), and whether there was any urgency to
the
> > > changes proposed. I somehow missed
that in the replies but may have
> > missed
> > > it. Knowing about such reasons might be helpful in the light of
> proposing
> > > changes to procedures.
> > >
> > > Lodewijk)
> > >
> > > 2012/11/2 Lodewijk <lodewijk(a)effeietsanders.org>
> > >
> > > > Hi Bishakha,
> > > >
> > > > 2012/11/2 Bishakha Datta <bishakhadatta(a)gmail.com>
> > > >
> > > >> On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk <
> lodewijk(a)effeietsanders.org
> > > >> >wrote:
> > > >>
> > > >> > Dear Bishakha,
> > > >> >
> > > >> > could you please elaborate why the board has chosen for a
> secretive
> > > >> > amendment procedure here, rather than sharing the proposed
> > amendments
> > > >> with
> > > >> > the community and asking their input on it? Especially where
it
> concerns
> >> > such non-trivial changes.
> >> >
> >> Ok, now that the document showing old and new has finally been
> uploaded, I
> >> will try to answer your question.
> >>
> >> The legal team proposed that we amend the bylaws, primarily to
ensure
> >> compliance with Florida non-profit
laws.
> >>
> >> Since most of the changes are legal in nature, they were not
referred
to
> >> the community for prior input.
> >>
> >> I understand how this action can be seen as secretive or opaque,
even
> >> though it may not have been
intended as such.
> >>
> >> Is it also possible to see this action as reasonable, given the
nature
> > of
> > >> most of the changes?
> > >>
> > >
> > > I don't see how this validates the fact that you did not consult
the
> > > community on these changes. If the
changes are fairly trivial and
> > > legalistic, then the community will likely have little objection.
But
> as
> > > you noted, there was at least one significant change (I haven't
been
able
> > to check myself) and I'm having a hard time understanding why you
(the
> > > board) would /not/ want the input of the community on such
decisions.
> > > >
> > > > If people talk rubbish, it is easy to ignore. But maybe they
have a
> > very
> > > > good point that you want to take into account. If they come up
with
> an
> > > > argument that changes your mind - wouldn't that mean that the
goal
> has
> > > been
> > > > accomplished?
> > > >
> > > > Especially with the second most important governing document of
the
> > > > Wikimedia Foundation (after
the Articles of Incorporation) I
don't
> > > > understand why changing it is
not considered to be relevant to
the
> > > > community. Maybe this
specific change was a good one (I'm not
sure
yet
> I
> > > agree, until I heard the explanation of the why) but maybe next
time
> > the
> > > > changes are more drastic and infringing. I find it silly that we
do
> > > require
> > > > chapters to let their bylaws approved by the Affiliations
Committee
> > (although enforcement of that could be
improved), and make them
public
> > > before doing so - but that the Wikimedia Foundation wouldn't have
to
> > follow
> > > the same standards.
> > >
> > > But let me make this constructive: I will set up a page on meta
(I'll
> > send
> > > a separate email about that) where the community can discuss
measures
> to
> > > make the Wikimedia Foundation more democratic.
> > >
> > > Kind regards,
> > >
> > > Lodewijk
> > >
> > _______________________________________________
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