Re: [Foundation-l] bylaws

Anthere wrote: Yes the by-laws are important, but fully understanding the underlying ideas is more important than the actual wording of the by-laws. I'm not sure what you mean by the term "legal-able", so I won't comment on that at this time. I don't think that having no members is much help. Then turning around and having trustees elected by the Community when the term "Community" is not even defined only makes matters worse. If you have members who are real people they have implicit rights in that capacity, such as the right to inspect certain records of the Foundation. What, if any, rights can be attributed to an undefined community? If by "Community" we mean the Community of communities each of which is a wikipedia, or wiktionary, or wikibooks in a different language or a national chapter, things get even more bizarre because that removes the Board from the editors by one more step. Single sign-on has been imminent for a long time. Fundamentally, a member at any given time could be any signed-on person with at least a predetermined number of edits in the past year My first general observation about this set of by-laws is that they should not contain what does not need to be contained. By-laws are about establishing a structure that allows an organization to function. Beginning with the first section, what's the purpose of showing the web address in the by-laws? References to any websites should not be in the by-laws since these are subject to often daily change. A look at the edit history of [[Wiki]] will be enough to substantiate that. The Statement of Purpose needs to be greatly simplified. Many of the details here can be expected to change over time. Why not simply say something like: * The purpose of The Foundation is to promote and institute the universal free access to all knowledge based on the principles of mutual respect of editors, neutral point of view and respect for copyright. The current section on "Community" is nothing more than an exercise in condescension. It purports to support communities without saying what that really means. TRUSTEES The key issue now is number and composition. I'm not dealing now with some of the issues in this part, but this should not imp[ly that I am without opinions. I am not entirely opposed to an open-ended maximum for the number of trustees, but there needs to be some recognition that if the total number of trustees becomes too high the Board could become unmanageable. If the total number of Trustees is to be flexible it is not appropriate that the number of member elected trustees could remain stuck at two. I would suggest that at least 2/3 of the Trustees be from the community, and that at least 1/3 of the Trustees be elected by the community. (To be clear, hat 1/3 would be included in the previous 2/3.) This would leave the remainder as potentially from outside. It should be noted that if a 3/4 vote is required for certain fundamental changes it would be very difficult for rogue membership to subvert the purposes of the Foundation. The other restriction would be to forbid the appointment of any person to the Board if that would result in the majority of the Board being citizens of any one country. ASSETS The dissolution clause should specify who decides the allocation of remaining funds to other charities. Preference should be given to other organizations with a similar purpose. It should also be made clear that to the extent that those funds had a foreign origin they could also be distributed to foreign entities, notably chapters with a status similar to that provided by IRC 501(c)(3) under foreign law. MISCELLANEOUS A simple majority is too low for by-law amendments. Are seals still legally required in Florida? This seems to be an obsolete concept in some jurisdictions. There are other matters in the proposed by-laws that I would suggest changing, but these are relatively less important. I'll save those comments for later. Ec