effe iets anders wrote:

Hi Florence,

thanks for sharing. I really appreciate it. One thing I would like to suggest, but maybe better for the July meeting, I leave that up to the Board of course, is the Bylaws. The bylaws that were "approved" by email (which does not seem to be legal in the sense as meant by the current bylaws [1], [2], since bylaw changes can only be made in a meeting, and with 10 days written notice in advance) still have not received a unanimous vote by the board which might maybe (but I am not even sure by this) overrule this statement[3], [4]. Maybe it would be a good moment to reconsider these changes, perhaps with the input from the community with it, and revote it, maybe including some of the changes that were proposed. That way the change could be made legal, and could be published on the website as well.

For the rest, it sounded to me like the discussion on the privacy policy is still ongoing, and there was a lot of criticism. Maybe it would be useful to consider some of these changes, and postpone a decision until July or by email.

Best regards,

Lodewijk

[2]: "(5) Modifications to the bylaws or articles of incorporation can not be made with consent resolutions." (art. IV, 4, (g)) [3]: "A resolution signed by all the Trustees shall have the same force as if it were passed at a duly called meeting of the Board of Trustees. A majority of the Board of Trustees shall constitute a quorum at any meeting of the Foundation." (art IV, intro) [4]: http://wikimediafoundation.org/w/index.php?title=Resolution:Bylaws_amendment... , "Passed in April 2008 with 6 supports (Frieda missing)"

Hello

Thanks for reminding us that we forgot to update the resolution published on the Wikimedia Foundation website. The decision is legal (as was pointed out by Mike over a month ago) since the general frame of the decision was taken during the physical board meeting in San Francisco, for which the due notice of 10 days was respected. The agenda reflected clearly that it was planned to discuss the reorganization of the board. After the meeting, the text reflecting the decision taken in SF was written and board members reconfirmed their approval. There were over 10 days between the board meeting and the re-approval, with time to comment in between.

You are correct however that change of bylaws seem to require votes from all members (though, it is actually not 100% clear...). But Frieda actually voted, after the publication of the resolution. I updated the resolution on wmf site accordingly. Frieda opposed the resolution.

Regarding the possibility of reopening the discussion, fixing unclarities that you reported earlier, and re-voting... errr, let me be super honest with you on this one.

First, beside Frieda, all board members seem to be happy with this decision. So, I doubt they would be happy to re-open this discussion, whilst there are hot other topics to discuss during this rather short Alexandria meeting. If we were to do so, the entire day would be used for that topic, which would be hardly useful in the great picture.

My general draft for July meeting include

* official acceptance of new board member * elections of new chair * official creation of the board nominating committee * feedback on (and perhaps approval of) the new pledge of commitment * financial report (audit) from Stu * ED report * comment on draft proposition to be provided from the chapters (elections to board) * possibility of future sub-national entities as a different tier organizations to be discussed * approval of june board meeting minutes * approval of privacy policy * report/feedback from advisory board meeting the day before

We'll have roughly 7 hours to deal with ALL these points (and perhaps more if Sue is in a super energetic state). With Jimbo missing half of the meeting due to a talk at BA.

Second, board reorganization has been a hot potatoe. Still is a hot potatoe actually. I may be in charge of the agenda of that meeting, I will probably no more be board member that day (I dunno if it will be at the beginning, in the middle or at the end. Probably pretty early on during the day). I am not very excited at the idea of telling the board "eh, here is a hot potatoe for the day, now, if you excuse me, I'll let you deal with it without me". Chance is that they will simply remove the item from the agenda ;) Seriously, I agree some of your points were correct and that the new bylaws require fixing and clarifications. I'll let the new chair handle that though ;-)

Best

Ant

2008/6/17 Florence Devouard Anthere9@yahoo.com:

...

Hello friends,

A board meeting will be held this saturday (21st) on irc.

The agenda may be found here: http://meta.wikimedia.org/wiki/Wikimedia_meetings#IRC_june

Details are

1. approval of Resolution:Minutes approval April 2008
2. review of the D&O (not received at last board meeting)
3. approval of the Role of the treasurer (already drafted)
4. approval of the Role of the chair (drafted)
5. approval of the Role of the secretary (drafted)
6. approval of new privacy policy
7. approval of budget (to be approved in june, whether at meeting or email)

http://board.wikimedia.org/wiki/Image:FY_2008_09_Business_Plan_RELEASED_TO_B... 9. http://board.wikimedia.org/wiki/Image:FY_2008_09_Business_Plan_FAQ_RELEASED_... 10. approval of Resolution: Pluralism, Internationalism, and Diversity Policy 11. approval of Resolution: Duty Entertainment Guidelines Policy 12. approval of Resolution: Purchasing and Disbursement Process Policy 13. first feedback from new treasurer 14. official (re)-creation of the ED evaluation committee and timeline

1. After approval, minutes will be published on wmf site
2. As a reminder, you are invited to comment on draft of privacy policy

here: http://meta.wikimedia.org/wiki/Draft_Privacy_Policy_June_2008 10. is a very good proposition made from the staff to the board, and is related to hiring policies (not community issues as you might imagine from the title :-)) 11. is meant to come along with already approved travel policy. 14. might be delayed to july meeting if the board decides so.

If you have any URGENT issue you wish to be added on the agenda, here is the right time to ask. Since this is an irc meeting, I prefer to avoid any difficult discussion best held face to face. Thanks

Florence

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Thomas Dalton wrote:

...

You are correct however that change of bylaws seem to require votes from all members (though, it is actually not 100% clear...). But Frieda actually voted, after the publication of the resolution. I updated the resolution on wmf site accordingly. Frieda opposed the resolution.

It would be interesting to hear from Frieda about her reasons for opposing (assuming she hasn't already said and I've just missed it). For the board to be unable to reach a consensus on such an important issue is very unfortunate.

Not really. The issue was primarily discussed during the physical board meeting, which Frieda could unfortunately not attend. We further discussed the bylaws modifications in the following weeks, by email, but Frieda did not really comment the draft (I think she was either moving or changing job at that time). Reaching consensus requires communication, exchange, discussion.

What would rather be unfortunate would be paralysis due to one (or more) board members always missing a meeting and vote being invalid due to the missing voice. That was how we were organized in the early days of the Foundation and this resulted to near zero board meetings in a year (due to inability to fix a date with all members available) and near zero board decisions (due to lack of one or more voting voices). Ultimately, Michael D. proposed the resolution on consent procedures to avoid paralysis, and when I became chair, I decided that board meetings would be held, regardless of the fact some board members were missing. Can't get the best of two worlds...

But yeah, it would be interesting to hear from Frieda about her reasons.

...

Second, board reorganization has been a hot potatoe. Still is a hot potatoe actually. I may be in charge of the agenda of that meeting, I will probably no more be board member that day (I dunno if it will be at the beginning, in the middle or at the end. Probably pretty early on during the day). I am not very excited at the idea of telling the board "eh, here is a hot potatoe for the day, now, if you excuse me, I'll let you deal with it without me". Chance is that they will simply remove the item from the agenda ;) Seriously, I agree some of your points were correct and that the new bylaws require fixing and clarifications. I'll let the new chair handle that though ;-)

May the Flying Spaghetti Monster have mercy on their soul! Florence, get out while you can! Run!

You are a strange cook... you do Spaghettis with potatoes ? Flying French fries might be best ?

Tango

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2008/6/24 Florence Devouard Anthere9@yahoo.com:

Thomas Dalton wrote:

...

...

You are correct however that change of bylaws seem to require votes from all members (though, it is actually not 100% clear...). But Frieda actually voted, after the publication of the resolution. I updated the resolution on wmf site accordingly. Frieda opposed the resolution.

It would be interesting to hear from Frieda about her reasons for opposing (assuming she hasn't already said and I've just missed it). For the board to be unable to reach a consensus on such an important issue is very unfortunate.

Not really. The issue was primarily discussed during the physical board meeting, which Frieda could unfortunately not attend. We further discussed the bylaws modifications in the following weeks, by email, but Frieda did not really comment the draft (I think she was either moving or changing job at that time). Reaching consensus requires communication, exchange, discussion.

What would rather be unfortunate would be paralysis due to one (or more) board members always missing a meeting and vote being invalid due to the missing voice. That was how we were organized in the early days of the Foundation and this resulted to near zero board meetings in a year (due to inability to fix a date with all members available) and near zero board decisions (due to lack of one or more voting voices). Ultimately, Michael D. proposed the resolution on consent procedures to avoid paralysis, and when I became chair, I decided that board meetings would be held, regardless of the fact some board members were missing. Can't get the best of two worlds...

For everyday board business, I agree entirely, but this was a very important decision and every effort should have been made to have everyone in attendance, even if Frieda was only their by phone.

...

May the Flying Spaghetti Monster have mercy on their soul! Florence, get out while you can! Run!

You are a strange cook... you do Spaghettis with potatoes ? Flying French fries might be best ?

You French and your fries... you want big chunky English chips, far better!