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#Bylaws...
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@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@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@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@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@effeietsanders.org
Hi Bishakha,
2012/11/2 Bishakha Datta bishakhadatta@gmail.com
On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk <
lodewijk@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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