Now, if I'm wrong and some of the PVC members have experience in
non-profit governance and incorporation, please allow them to step
forward and inform us. Up until now, I see _no_ qualifications other
than being a suck up.
-Chad
I am a former board member of the Columbia University Alumni Association of
Southern California. Another Wikimedian proposed my name and I wasn't aware
it was under consideration until Effe contacted me to see whether I'd be
interested.
I don't know whether "assume good faith" applies to this list formally, but
it would be a good idea to follow it.
-Durova
I don't fundamentally disagree with any of this, though I would not
presume that the corporate structure is "broken". Nor would I see the
Board/Council relationships as prima facie adversarial. I anticipate
that much of what the Council will need to do will deal with concepts
that do not require by-law changes, and which the Board would probably
be very happy to have off of its own agenda.
******
Ray Santionage expresses my views very well: I don't come to the table with
a presumption that the corportate structure needs to be altered.
My thanks go to Mike Godwin for raising the legal issues at the outset. If
deliberations lean in a direction where this would play a role, my
preference would be to communicate early on so the Council is aware of where
the boundaries are and what certain proposals would entail. It would be
good to work out how we should do this and what sort of response time is
reasonable.
-Durova
What if this Volunteer Council has no real offficial standing and solely regulates the Community? No tax problems, right?
----- Original Message ----
From: Mike Godwin <mgodwin(a)wikimedia.org>
To: foundation-l(a)lists.wikimedia.org
Sent: Tuesday, April 1, 2008 11:32:23 PM
Subject: Re: [Foundation-l] Provisional Volunteer Council - proposal sent to the Board
Florence writes:
> Can you give us a little bit of feedback on the issue ?
>
> Let's say... if the board was to decide on a dual governance between a
> "board of trustees" and a "program council", what would the legal
> comment you would provide ?
I'd have to research the issue at some length to give you a full and
reliable answer. That could take a significant amount of time. But,
speaking very generally, I can give you some worst-case scenarios, if
you're worried about risks. For example, American corporation law
commonly prohibits boards of directors (or boards of trustees) from
delegating certain board-specific functions and duties outside of the
board. Alternative structures are sometimes possible (especially if
designed into the corporation at the beginning). But to transmute the
current Foundation governance along the lines Florence suggests might
require dissolution and/or reincorporation of the Foundation, transfer
of assets to the new entity, and other complications, including
reapplication for tax-exempt non-profit status (perhaps in another
state). It might also affect long-term gift commitments (the new
entity might have to reapply for grants already committed to the
former entity, for example). I'm not saying all this (or any of this)
would necessarily happen, but I believe the risks of fundamental
governance change deserve serious legal study in addition to
philosophical debate.
All of the risks may be worthwhile, of course, to craft a new
governance structure if it is generally believed that the Foundation's
current governance structure is fundamentally broken. But
corporations, including NGOs and charities, are essentially legal
creations, so the legal questions *always* need to be addressed if
you're trying to figure out what is possible, or how to fix a broken
corporation, or if you're trying to solve any other corporate problem.
I think the best place to begin, when one is considering corporate
governance issues, is to precisely define the problem you want to
solve. Once you define the problem (or problems), you then research
what solutions are legally possible in the corporate-law framework
you're working with. It may be possible that the problem is fixable
without any governance structure changes (e.g., by electing or
appointing new Board members to replace current ones, or in addition
to current ones), or by relatively minor bylaws changes. Or they may
require a fundamental restructuring of the corporation (which, as I
said, is carries certain risks).
At the beginning of these discussions on foundation-l, I assumed that
the upcoming meeting in Amsterdam was aimed at defining what problems,
if any, exist. But now the discussions seems to have shifted to an
assumption that there's a problem that requires a governance-structure
change to fix. If that is the case, then we need to begin work now on
making sure the problem is fully defined, so that the Board can
consider whatever structural changes may be required to address the
problem, in full compliance with the law.
I could say more, but I feel that have gone on at (somewhat boring)
length already, so I'll do the prudent thing and end this e-mail.
Thanks for listening.
--Mike
_______________________________________________
foundation-l mailing list
foundation-l(a)lists.wikimedia.org
Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
____________________________________________________________________________________
You rock. That's why Blockbuster's offering you one month of Blockbuster Total Access, No Cost.
http://tc.deals.yahoo.com/tc/blockbuster/text5.com
Lodewijk writes:
> Hi Mike,
>
> are you suggesting here that a provisional council with the details as
> outlined could have any impact on any status at all?
No, I asked about the larger proposal for a Volunteer Council as a
permanent alteration of corporate governance for the Foundation. I've
read the discussions here, and am trying to get a clear idea of what
the ultimate goal is. If the ultimate goal is to change the
Foundation's corporate governance in some fundamental way, then I
think we have to consider whether the changes are consistent with
Florida non-profit corporation law. There may also be tax or other
legal dimensions to such a change. I had been assuming somebody would
bring up these issue at some point, but since no one has, I thought
I'd raise the question, in case I'd missed something.
Thomas Dalton writes:
> I would expect the board to consult you on that before they pass the
> resolution. I wouldn't expect the provisional council to cause any
> problems - if it gets any binding decision making power there may be
> technicalities to consider.
Certainly, but it would a shame, in my view, if a significant
proportion of the community asked the Board to change the Foundation's
governance structure -- as the result of a face-to-face gathering for
hours or days in Europe -- only to be told at the end of the process
"Sorry, we can't do what you asked for," then I think a lot of bad
feelings might result. I think it's better to ask the legal questions
earlier rather than later.
--Mike
Florence writes:
> Can you give us a little bit of feedback on the issue ?
>
> Let's say... if the board was to decide on a dual governance between a
> "board of trustees" and a "program council", what would the legal
> comment you would provide ?
I'd have to research the issue at some length to give you a full and
reliable answer. That could take a significant amount of time. But,
speaking very generally, I can give you some worst-case scenarios, if
you're worried about risks. For example, American corporation law
commonly prohibits boards of directors (or boards of trustees) from
delegating certain board-specific functions and duties outside of the
board. Alternative structures are sometimes possible (especially if
designed into the corporation at the beginning). But to transmute the
current Foundation governance along the lines Florence suggests might
require dissolution and/or reincorporation of the Foundation, transfer
of assets to the new entity, and other complications, including
reapplication for tax-exempt non-profit status (perhaps in another
state). It might also affect long-term gift commitments (the new
entity might have to reapply for grants already committed to the
former entity, for example). I'm not saying all this (or any of this)
would necessarily happen, but I believe the risks of fundamental
governance change deserve serious legal study in addition to
philosophical debate.
All of the risks may be worthwhile, of course, to craft a new
governance structure if it is generally believed that the Foundation's
current governance structure is fundamentally broken. But
corporations, including NGOs and charities, are essentially legal
creations, so the legal questions *always* need to be addressed if
you're trying to figure out what is possible, or how to fix a broken
corporation, or if you're trying to solve any other corporate problem.
I think the best place to begin, when one is considering corporate
governance issues, is to precisely define the problem you want to
solve. Once you define the problem (or problems), you then research
what solutions are legally possible in the corporate-law framework
you're working with. It may be possible that the problem is fixable
without any governance structure changes (e.g., by electing or
appointing new Board members to replace current ones, or in addition
to current ones), or by relatively minor bylaws changes. Or they may
require a fundamental restructuring of the corporation (which, as I
said, is carries certain risks).
At the beginning of these discussions on foundation-l, I assumed that
the upcoming meeting in Amsterdam was aimed at defining what problems,
if any, exist. But now the discussions seems to have shifted to an
assumption that there's a problem that requires a governance-structure
change to fix. If that is the case, then we need to begin work now on
making sure the problem is fully defined, so that the Board can
consider whatever structural changes may be required to address the
problem, in full compliance with the law.
I could say more, but I feel that have gone on at (somewhat boring)
length already, so I'll do the prudent thing and end this e-mail.
Thanks for listening.
--Mike
on previous question.
the subcommittee, in base of the opinions express here, is going to take a decision?
J. case.
____________________________________________________________________________________
You rock. That's why Blockbuster's offering you one month of Blockbuster Total Access, No Cost.
http://tc.deals.yahoo.com/tc/blockbuster/text5.com
i am sorry. i wrote "with the collection is going to be translated". it must say " all the collection is going to be translated"
____________________________________________________________________________________
You rock. That's why Blockbuster's offering you one month of Blockbuster Total Access, No Cost.
http://tc.deals.yahoo.com/tc/blockbuster/text5.com
<<<
----- Original Message ----
From: Aphaia <aphaia(a)gmail.com>
To: Wikimedia Foundation Mailing List <foundation-l(a)lists.wikimedia.org>
Sent: Tuesday, April 1, 2008 3:17:58 PM
Subject: Re: [Foundation-l] Allow new wikis in extinct languages?
On Wed, Apr 2, 2008 at 5:04 AM, Pharos <pharosofalexandria(a)gmail.com> wrote:
> On Sat, Mar 29, 2008 at 5:33 PM, Mark Williamson <node.ue(a)gmail.com> wrote:
For Latin, it is obvious. The latest Roman Missal was published in
2002. If you can argue it is not so much different from the second
latest one, it had been published in 1962. Reflecting the so-called
2nd Vatican Counsil and its reformation, 1962 version, or Novus Ordo
is very known of its differences from the earlier versions. Or we can
refer to CCC or several motu proprios which the Vatican has issued.
On the other hand, Coptic Church doesn't seem to be enthusiastic to
issue their documents in Coptic. As for the Orthodox, I don't know any
church in the Slavic tradition using Church Slavic as their document
language, while still today it is the language of liturgy and the
Scrupture and many prayers, and Churches in Greek tradition don't use
Attic dialect as far as I know.
There is a good reason Latin learners can be allowed to entertain
their linguistic ability on this project, I think. Anyway, even in a
narrow region, it is still used and viable to carry ideas.
>>>
in fact, the language of work of the greek ortodoxox is the same of the new testament, the Koine dialectos. it is not exactly attic greek, but is still ancient greek. it is still more alive that many think. and it continued creating new vocabulary of modern things and concepts that replace the "barbarian" words. although many westerns bent to kill it.
A curiosity. harry potter is translated in ancient greek. with the collection is going to be translated
____________________________________________________________________________________
You rock. That's why Blockbuster's offering you one month of Blockbuster Total Access, No Cost.
http://tc.deals.yahoo.com/tc/blockbuster/text5.com
I agree. If you hadn't started kicking, this proposal would still be on the drawing board dying slowly.
----- Original Message ----
From: FloNight <sydney.poore(a)gmail.com>
To: effeietsanders(a)gmail.com; Wikimedia Foundation Mailing List <foundation-l(a)lists.wikimedia.org>
Sent: Tuesday, April 1, 2008 6:06:24 AM
Subject: Re: [Foundation-l] Provisional Volunteer Council - proposal sent to the Board
Lodewijk,
Thank you for your work on establishing the provisional volunteer council.
I share your hope that we can attract some more volunteers from other
regions so that we can better understand the needs of all the
Projects.
Take care,
Sydney
On Mon, Mar 31, 2008 at 7:46 PM, effe iets anders
<effeietsanders(a)gmail.com> wrote:
> Dear all,
>
> I am very glad that the proposal for establishing a provisional
> volunteer council received such a lot support both on this list as in
> private conversations.
>
> Since the request for candidates for the Provisional Volunteer
> Council, I received quite some nominations. However, unfortunately I
> have to admit that there were no (willing) candidates from some
> important regions amongst these. As I have to work with the candidates
> that were nominated, I was therefore unable to candidate someone from
> these regions.
>
> I did try however, to get at least a few projects represented, and
> also a more technical person (from the developers side of the
> volunteer spectrum). Please find my final suggestion list below in the
> proposal (attached again for reference - only one minor spelling and
> layout changes).
>
> Please note that this is a *proposed* resolution, and not yet accepted.
>
> I know this list is not very long. And some area's are still missing
> in representation. However, I trust this group wholehearely, and
> suppose that they will make sure as a first thing to get at least one
> or more projects better represented (such as Wikinews or Wikiversity
> which have a very different character).
>
> If you have major concerns with respect to this list of candidates,
> please send them to this list or communicate them to the Board (I am
> not sure which route is the best for that though). I will make no
> changes any more myself, but the Board is of course able to determine
> the list as it likes.
>
>
> With kind regards,
>
> Lodewijk Gelauff
>
>
> --------------------------------------------------------------
>
> Whereas the Board,
>
> * recognizes the value of volunteers in Wikimedia projects and that
> their work is the very reason of their success,
> * values the volunteers' opinions and takes them into serious
> consideration when discussing issues involving the volunteers,
> * is of the opinion that these volunteers should have a strong say in
> changes in the articles of incorporation and the bylaws of the
> Wikimedia Foundation,
> * considers a Volunteer Council a valuable intermediary between
> volunteers and the Foundation, and as a good instrument to hear the
> voice of the volunteers:
>
> it is hereby resolved that:
>
> 1. The Board of Trustees hereby creates a Volunteer Council, to serve
> as a valuable complement to the Staff, Advisory Board and Board of
> Trustees.
> 2. Without restricting the generality of this provision the purposes
> of the Volunteer Council shall include:
>
> 1) Offering advice and support on issues relevant to the Wikimedia Volunteers,
> 2) Recommanding the opening or closure of Wikimedia projects,
> 3) Approving changes to the articles of incorporation or bylaws of
> the Wikimedia Foundation and
> 4) Assist in establishing a clear separation between the legal
> responsibilities of the Wikimedia Foundation as an Internet Service
> Provider and the community decisions for the Wikimedia Projects.
>
> 3. The members from the Volunteer Council must be volunteers within Wikimedia.
> 4. The Provisional Volunteer Council shall report to the Board no
> later than September 1, 2008, which report shall include
> recommendations regarding the number and composition of the Volunteer
> Council, and how the members of the Council shall be chosen. Said
> report shall also include recommendations regarding the distribution
> of rights and responsibilities between the Board and Council, and any
> changes in the by-laws that may be necessary to implement this.
> 5. Except where it pertains to its own procedures, no decision of the
> Provisional Volunteer Council shall bind any person.
> 6. On receipt of the said report the Board shall take such steps as it
> deems necessary to confirm and empower the Volunteer Council, and
> provide for a transition of operations from the Provisional Volunteer
> Council.
> 7. Members of the Volunteer Council will not be financially
> compensated for their activity. On approval by the Board of Trustees
> expenses of the Provisional Volunteer Council and Volunteer Council in
> the fulfillment of their duties may be reimbursed.
> 8. The following people are hereby appointed as member of the
> Provisional Volunteer Council:
>
> Michael Bimmler, Mbimmler (Main project: de.wikipedia)
> Yaroslav Blanter, Yaroslav Blanter (Main project: ru.wikipedia)
> Lise Broer, Durova (Main projects: en.wikipedia and commons.wikimedia )
> Jesse Plamondon-Willard, Pathoschild (Main projects: en.wikisource
> and meta.wikimedia )
> Sydney Poore, FloNight (Main project: en.wikipedia)
> Milos Rancic, Millosh (Main project: sr.wikipedia)
> Ray Saintonge, Eclecticology (Main project: en.wikisource, en.wikipedia)
> Andrew Whitworth, Whiteknight (Main project: en.wikibooks)
> Michal Zlatkovsky, Timichal (Main project: cs.wikipedia)
>
> 9. The members of the Provisional Volunteer Council may on a 2/3 vote
> of all its members add such additional members as they may deem
> necessary and useful to their deliberations.
>
> _______________________________________________
> foundation-l mailing list
> foundation-l(a)lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
>
_______________________________________________
foundation-l mailing list
foundation-l(a)lists.wikimedia.org
Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
____________________________________________________________________________________
You rock. That's why Blockbuster's offering you one month of Blockbuster Total Access, No Cost.
http://tc.deals.yahoo.com/tc/blockbuster/text5.com
----- Forwarded Message ----
From: Geoffrey Plourde <geo.plrd(a)yahoo.com>
To: wikimedia-sf(a)lists.wikimedia.org
Sent: Monday, March 31, 2008 9:23:46 PM
Subject: [Wikimedia-SF] Wiki in the classroom
I have written a blog entry at http://wikiwest.blogspot.com/2008/03/wiki-in-classroom.html
In a nutshell, a California Chapter would partner with schools for mutual benefit. This would be a major area where the Foundation can't fill in.
____________________________________________________________________________________
You rock. That's why Blockbuster's offering you one month of Blockbuster Total Access, No Cost.
http://tc.deals.yahoo.com/tc/blockbuster/text5.com
_______________________________________________
Wikimedia-SF mailing list
Wikimedia-SF(a)lists.wikimedia.org
https://lists.wikimedia.org/mailman/listinfo/wikimedia-sf