Part of the blame here is mine, for casually bringing up a controversial and slightly off-thread topic. But I agree with Paulo that an unelected Board has little legitimacy, even if we would like them to have it. The most recent crisis of confidence around rebranding makes a person ask: Why are the Board and Foundation so often misaligned with the community they serve, and how can we improve their accountability?
This could be a great opportunity to help fill in any of the lost history around the membership organization conversion: as I understand it (see the article I referenced earlier), Brad Patrick was general counsel of WMF for ten months, exactly during the organization's change in legal status, and can offer a unique perspective into the moment.
I've read the public mailing list discussions and I think it's pretty clear that everyone was acting in good faith, trying to chart a safe course for how to best protect and nurture the young Foundation. The scenario seems to be, that the membership requirements as written on paper had never been fulfilled, so there was some risk in continuing under that structure. Rather than leave the Foundation vulnerable to lawsuits from sometimes volatile editors, who made up the majority of the member class, instead membership was eliminated and a more predictable set of bylaws were established which emphasized stability and would prevent a "hostile takeover". Please correct any bad assumptions here!
The drawback (beyond the loss of democratic oversight) is that the Foundation remained in legal jeopardy, but now because it had potentially broken Florida nonprofit law by converting to a non-membership organization without formally notifying its members. The reason notifications weren't sent out ahead of time is that very few people were registered with physical mailing addresses. In hindsight, it's been pointed out, WMF did have email addresses for its members but no notification went out by that channel. Ironically, this means that members as of November 29, 2006 may have standing to sue for damages or control. There seems to be no time limit for making this challenge.
I hope this gives background to my comment, and that one day Wikimedians own the trademarks to the copyleft movement they have built.
-Adam W. (Writing in my personal capacity, not representing my employer.)
On October 7, 2020 9:00:21 PM GMT+02:00, Paulo Santos Perneta paulosperneta@gmail.com wrote:
Hello Brad,
Asking what the legitimacy of such a thing is for the broad Movement seems to me a very reasonable question, especially when I'm not from the US, I'm not a native English speaker and I'm not US-stuff wise. You, however, have answered in a defensive and aggressive way, as if everybody in the globe had to born knowing US laws and bureaucracy, which seems quite unreasonable. Stay with your truths and your "Former WMF General Counsel" title, my argument here is finished.
Best, Paulo
Brad Patrick bradp.wmf@gmail.com escreveu no dia quarta, 7/10/2020 à(s) 19:45:
This is a very, very old and tired argument. If you do not understand United States non-profit corporations, go educate yourself about
those
first. If your perspective is non-US based, you may have a different
frame
of mind which is irreconcilable with the way WMF is. Take all the
time you
need to see the differences before attacking WMF for (a) what it is
and (b)
why it isn't what you want it to be.
WMF exists legally, and has as its foundation organizational
principle,
authority vested in a Board. WMF is not a membership organization.
You
would not want it to be a membership organization (as a matter of
law).
Please temper your criticism accordingly.
Brad Patrick Former WMF General Counsel
On 10/7/20, 12:47 PM, "Wikimedia-l on behalf of Paulo Santos
Perneta" <
wikimedia-l-bounces@lists.wikimedia.org on behalf of paulosperneta@gmail.com> wrote:
I knew they are theoretically self-appointed, but was under the
impression that at least until now an appearance of democracy and legitimacy towards the community has been respected, which no longer seems to be the
case.
I wonder what would be the legitimacy of a self-appointing body
in the
eyes of the Wikimedia Movement, and all the communities which are part
of
it?
Regards, Paulo Adam Wight <adam.wight@wikimedia.de> escreveu no dia quarta,
7/10/2020 à(s) 17:20:
> Greetings, this is a semiautomated response pointing out that
the
> Wikimedia Foundation Board is not elected, it's
self-appointing. The
> so-called "elections" are in fact nominations to be considered
by the
> Board. Therefore, the Bylaws have not been broken. > > This is an unfortunate arrangement, please see [1] for some
background > about the conversion from a membership organization to a non-membership > organization which is no longer legally required to hold
elections.
> > Regards, > > Adam W. > [[mw:User:Adamw]] > > [1] >
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy
> > On 10/7/20 5:55 PM, Paulo Santos Perneta wrote: > > The terms of 3 BoT members expired last month, and the BoT
itself
decided > > to extend them? What is the legitimacy of that? And why is a
BoT
which is > > expected to be in a mere interim management waiting for
elections,
> > presenting profound changes to its Bylaws [1]? > > > > [1] - > > >
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/Octob...
> > > > Best, > > Paulo > > > > Nataliia Tymkiv <ntymkiv@wikimedia.org> escreveu no dia
quarta,
> 7/10/2020 > > à(s) 16:49: > > > >> Hello, > >> > >> I can answer a few of the questions raised in this thread. > >> > >> When the Board postponed the community selection of
trustees, we
also > >> extended the terms of the trustees in the affected seats
(María
> Sefidari, > >> Dariusz Jemielniak, and James Heilman)[1]. Their terms were
originally > set > >> to expire last month, but because of that term extension
they are
still > >> serving as trustees, and as such María remains the Board
Chair and
> Dariusz > >> and James continue on as Committee Chairs[2]. > >> > >> Raju Narisetti and Esra'a Al Shafei have been reappointed to
the
Board > for > >> an additional three-year term[3][4]. > >> > >> The current members of the Board of Trustees are listed on
the
Wikimedia > >> Foundation website[5]. > >> > >> We do not currently have a shortage of trustees on the
Board, and
we > have > >> had a quorum for every decision we have made this year. We
have
> published > >> some outstanding Board records, many of which were just
approved
at our > >> recent meeting in September[6][7]. > >> > >> I have just sent an email to this list, as well as posted an update to > >> Meta-Wiki, with a request for feedback on matters related to
the
> >> Foundation’s Bylaws and trustee selection[8]. That
announcement
contains > >> more information about the postponed community selection of trustees. > >> > >> Best regards, > >> > >> antanana / Nataliia Tymkiv > >> > >> Vice Chair, Wikimedia Foundation Board of Trustees > >> > >> [1] > >> > >> >
https://foundation.wikimedia.org/wiki/Resolution:Postponement_of_Community_S...
> >> > >> > >> [2] > >> > >> >
https://foundation.wikimedia.org/wiki/Resolution:Board_Officers_and_Committe...
> >> > >> > >> [3] > >> > >> >
https://foundation.wikimedia.org/wiki/Resolution:Renewing_Raju_Narisetti%27s...
> >> > >> > >> [4] > >> > >> >
https://foundation.wikimedia.org/wiki/Resolution:Renewing_Esra%27a_Al_Shafei...
> >> > >> > >> [5] https://wikimediafoundation.org/role/board/ > >> > >> > >> [6] https://foundation.wikimedia.org/wiki/Meetings > >> > >> > >> [7] https://foundation.wikimedia.org/wiki/Resolutions > >> > >> [8] > >> > >> >
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/Octob...
> >> < > >> >
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_noticeboard/July_...
> >> > >> *NOTICE: You may have received this message outside of your
normal
> working > >> hours/days, as I usually can work more as a volunteer during
weekend. > You > >> should not feel obligated to answer it during your days off. Thank you > in > >> advance!* > >> > >> > >> > >> On Thu, Oct 1, 2020 at 9:52 PM Bill Takatoshi < billtakatoshi@gmail.com> > >> wrote: > >> > >>> After I asked my questions on September 4, I was sent the
message
> >>> below by some role account I've never heard of, asking
about
claims > >>> that have used the names of five other people. I don't edit under my > >>> real name, but I have never used the names in the linked
forum
> >>> postings. > >>> > >>> The linked posts also claim that the Foundation's nonprofit
status is > >>> at risk. I am not a lawyer, but I am skeptical of that
claim even
> >>> though five Trustees whose three-year terms expired in
August
> >>> apparently voted on a Resolution in a Board meeting on
September
According to Section 4 of the Bylaws, "A quorum shallconsist of
a > >>> majority of Trustees then in office." Section 6 says, "the
Board
may > >>> continue doing business as a Board during the vacancy of
any
Trustee > >>> position." Therefore, since four of the five remaining
Trustees
all > >>> voted in favor, the Resolution was properly carried, in my layperson's > >>> view. I am less certain about the propriety of allowing a
Trustee
> >>> whose three year term expired to continue to serve as
Chair.
> >>> > >>> The lack of any update or even ETA for an update on > >>> > >>> > >> >
https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Pos...
> >>> is baffling. Elections have never been held in person, only
online, > >>> and so the excuse that they were postponed because of the pandemic > >>> crisis seems extremely suspicious. Indefinitely delaying elections for > >>> such a vacuous reason makes the Foundation look like the
worst
of the > >>> bad actors in today's international political climate.
Doesn't
the > >>> cancelled travel of the pandemic crisis give the Foundation
more
time > >>> to hold elections, not less? Whether non-profit status is
at
risk or > >>> not, I would hope that the Foundation, Board, and Elections Committee > >>> would be more interested in upholding the principles of
good
> >>> governance than failing to even announce a new schedule or
even
a date > >>> by which a new schedule will be announced. > >>> > >>> -Will > >>> > >>> On Mon, Sep 14, 2020 at 10:31 PM Gender Desk < genderscribe@gmail.com> > >>> wrote: > >>>> Mr. Takatoshi, > >>>> > >>>> Wikipediocracy has suggested that you have also used the
names
"Rogol > >>> Domedonfors, Renée Bagslint, Jennifer Pryor-Summers,
Felicity
Braingut, > >>> Thomas Townsend and others." > >>> http://wikipediocracy.com/forum/viewtopic.php?f=14&t=11567 > >>>> Can you comment on that? > >>>> > >>>> Regards, > >>>> Genderdesk > >>>> > >>>> genderdesk.wordpress.com > >>> > >>> On Mon, Sep 14, 2020 at 7:38 PM Samuel Klein
> wrote: > >>>> Can anyone from the elections committee comment? What is
the
current > >>>> plan? //S > >>>> On Fri, Sep 4, 2020 at 8:05 PM Bill Takatoshi < > billtakatoshi@gmail.com > >>>> wrote: > >>>> > >>>>> How long can the Foundation legally postpone Board of
Trustees
> >>> elections? > >>>>> > >>>>> > >> >
https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_elections/2020#Pos...
> >>>>> has a comment from April saying, "Once things get moving
again,
> >>>>> appopriate [sic] date for the election will be decided
and an
> >>>>> announcement will be made." > >>>>> > >>>>> > >>>>> > >> >
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_Board_of_Trustees#Curre...
> >>>>> suggests that five board members terms end on "Wikimania
2020"
-- but > >>>>> is that accurate? > >>>>> > >>>>> > >>>>> > >> >
https://foundation.wikimedia.org/wiki/Resolution:Term_Limit_Proposal_for_Byl...
> >>>>> is clear that "All Board terms are three years" and "the
term
of each > >>>>> such appointment shall not exceed three years." > >>>>> > >>>>> Who are the current members of the Board of Trustees? > >>>>> > >>>>> Can the board achieve a quorum in its present state? > >>>>> > >>>>> Who is the Chair currently? > >>>>> > >>>> -- > >>>> Samuel Klein @metasj w:user:sj
+1
617 529 > >>> 4266 > >>> > >>> _______________________________________________ > >>> Wikimedia-l mailing list, guidelines at: > >>> https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
and
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