Erik Moeller wrote:
On 8/15/06, Anthony wikilegal@inbox.org wrote:
Under the Florida Statutes, the members of a non-profit have a right to remove any board member upon a majority vote. (Florida Statutes 617.0808) So no, legal membership would make a difference if a few board members did something outrageously stupid.
I didn't realize that (note to self: read Florida Statutes). That's a pretty compelling argument for membership -- it could be a long term safeguard for the Foundation's principles.
I think this overstates the value of such a safeguard. The statute actually reads, "Any member of the board of directors may be removed from office with or without cause by the vote or agreement in writing by a majority of all votes of the membership." Glossing over for a moment the procedural niceties that follow, equating "a majority of all votes of the membership" with a majority vote is a little simplistic. If I read this right, removal requires an absolute majority of the entire "electorate", not merely a majority of votes cast.
Even if it did seem desirable, does anybody think it would be plausible to mobilize the necessary votes? Keep in mind that with the kind of turnover we experience, over time we'll have an increasing number of members who no longer actively participate. The dissatisfied are especially likely to be in this group, perhaps undermining their preferred outcome. I suspect that even in the unlikely possibility of an unopposed vote for removal, it might not command enough votes. (I'd also note my guess that the ballots cast in board elections so far probably have not amounted to a majority of eligible voters.)
The one method I can imagine of preserving this as a useful safeguard is to regularly prune the membership records. Considering the liberal eligibility being suggested for membership, and the general culture of openness in our community, such an approach would seem, to my mind at least, hypocritical in the extreme.
Regarding anonymity, I think that keeping Wikimedia governance separate from Wikipedia editing (for example) increases anonymity. In order to have elections you have to have some sense of identity, otherwise sockpuppetry would run rampant. But that identity doesn't have to be connected to your edit history.
Do membership records have to be public?
They have to be available for inspection and copying to members (or their agents or attorneys). Given the scope of membership that seems to be contemplated, that's pretty public. If you're going to solicit a vote to remove a director (i.e., board member), you need to be able to contact those who can vote.
--Michael Snow
On 15/08/06, Michael Snow wikipedia@earthlink.net wrote:
I didn't realize that (note to self: read Florida Statutes). That's a pretty compelling argument for membership -- it could be a long term safeguard for the Foundation's principles.
I think this overstates the value of such a safeguard. The statute actually reads, "Any member of the board of directors may be removed from office with or without cause by the vote or agreement in writing by a majority of all votes of the membership."
(...)
The one method I can imagine of preserving this as a useful safeguard is to regularly prune the membership records. Considering the liberal eligibility being suggested for membership, and the general culture of openness in our community, such an approach would seem, to my mind at least, hypocritical in the extreme.
Remember that the requirements stipulated by the law are a minimum. In almost all cases, it means you can't give yourselfa requirement that's weaker ("directors can only be removed by unanimous agreement of all members and only in even-numbered years") but you are on perfectly solid ground adding one which is stronger ("directors can be removed by a majority vote amongst the membership, this vote having a quorum of five percent")
So if you want safeguards, the bylaws are the place for them; the statutory ones are only intended as a last-ditch defensive line against foolishness.
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