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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