Dear all,
At its in-person meeting of 26 October, the Board of Trustees also approved the two following resolutions:
http://wikimediafoundation.org/wiki/Resolution:Amended_Bylaws This resolution approved the revised and amended Foundation bylaws. The updated Bylaws are being adopted to ensure the Foundation's continued compliance with applicable laws and to further clarify certain procedural matters.
Please note the substantive change in Article V: Officers and Duties. As per the amendments, the Secretary and Treasurer are now non-trustee officer positions.
In line with this amendment, non-trustees have been appointed to both these positions. The resolution approving these appointments is published at: http://wikimediafoundation.org/wiki/Resolution:Appointment_of_Foundation_Sta...
All resolutions from the in-person meeting of 26 October have now been published.
Questions and comments, as always, are welcome.
Best Bishakha
Just reiterating for the n-th time on this list that people would appreciate if you publicly shared draft bylaws amendments before approving them. The consistent lack of transparency in such fundamental decisions within the WMF is always astonishing.
After the fact, I'd appreciate a readable resolution or diff as both https://wikimediafoundation.org/wiki/Resolution:Amended_Bylaws and https://wikimediafoundation.org/w/index.php?title=Bylaws&diff=84853&oldid=84852 are useless.
Nemo
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.
I hope that also other board members will share their view on this process, and why they didn't ask input of the community themselves. I would have expected such questions especially from those board members that were (s)elected by the community and/or the chapters. Do you consider such community discussions unwanted? Was there an exceptional legal threat that required these changes at short notice?
Kind regards, Lodewijk
2012/11/2 Federico Leva (Nemo) nemowiki@gmail.com
Just reiterating for the n-th time on this list that people would appreciate if you publicly shared draft bylaws amendments before approving them. The consistent lack of transparency in such fundamental decisions within the WMF is always astonishing.
After the fact, I'd appreciate a readable resolution or diff as both https://wikimediafoundation.**org/wiki/Resolution:Amended_**Bylawshttps://wikimediafoundation.org/wiki/Resolution:Amended_Bylawsand < https://wikimediafoundation.**org/w/index.php?title=Bylaws&** diff=84853&oldid=84852https://wikimediafoundation.org/w/index.php?title=Bylaws&diff=84853&oldid=84852> are useless.
Nemo
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On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk lodewijk@effeietsanders.orgwrote:
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?
Just asking! Feel free to disagree, Bishakha
Hi Bishakha,
In my opinion, given the generally curious nature of our movement, it might be a good idea to make more preparatory material for the board meetings available publicly in advance. Not necessarily as a way to allow comments or input, but as a matter of transparency. Especially for proposals that are not likely to be changed during the meeting (e.g. the technical bylaw amendments) and that will become public as a result of the board vote, it might be possible to publish them in advance without any adverse consequences, and resulting in greater transparency.
(In this regard, the fact that Sue's recommendations were on Meta already was a great step; without knowing the exact deliberations that happened at the meeting, probably the bylaw amendments and the committee charters could have been made public in advance.)
Best regards, Bence
On Fri, Nov 2, 2012 at 5:21 PM, Bishakha Datta bishakhadatta@gmail.comwrote:
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?
Just asking! Feel free to disagree, Bishakha _______________________________________________ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
On Fri, Nov 2, 2012 at 10:03 PM, Bence Damokos bdamokos@gmail.com wrote:
Hi Bishakha,
In my opinion, given the generally curious nature of our movement, it might be a good idea to make more preparatory material for the board meetings available publicly in advance. Not necessarily as a way to allow comments or input, but as a matter of transparency. Especially for proposals that are not likely to be changed during the meeting (e.g. the technical bylaw amendments) and that will become public as a result of the board vote, it might be possible to publish them in advance without any adverse consequences, and resulting in greater transparency.
(In this regard, the fact that Sue's recommendations were on Meta already was a great step; without knowing the exact deliberations that happened at the meeting, probably the bylaw amendments and the committee charters could have been made public in advance.)
Fair point. And kudos to Sue for creating her recommendations on Meta.
But I do (now speaking personally) actually agree with your larger point, and this is something we will discuss on the Board and, hopefully, take on board more fully.
Bishakha
It's a good idea to make prep materials available a week in advance, to the community as to the board. Exceptions can be made for any materials that are sensitive in nature.
I can think of only one or two examples from the past few meetings. Much of the material is published afterwards anyway.
On the same subject, most draft resolutions can be worked out on meta as well. This might encourage more community-proposed resolutions for the Board to consider, which would also be healthy.
SJ
On Fri, Nov 2, 2012 at 12:33 PM, Bence Damokos bdamokos@gmail.com wrote:
Hi Bishakha,
In my opinion, given the generally curious nature of our movement, it might be a good idea to make more preparatory material for the board meetings available publicly in advance. Not necessarily as a way to allow comments or input, but as a matter of transparency. Especially for proposals that are not likely to be changed during the meeting (e.g. the technical bylaw amendments) and that will become public as a result of the board vote, it might be possible to publish them in advance without any adverse consequences, and resulting in greater transparency.
(In this regard, the fact that Sue's recommendations were on Meta already was a great step; without knowing the exact deliberations that happened at the meeting, probably the bylaw amendments and the committee charters could have been made public in advance.)
Best regards, Bence
On Fri, Nov 2, 2012 at 5:21 PM, Bishakha Datta <bishakhadatta@gmail.com
wrote:
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?
Just asking! Feel free to disagree, Bishakha _______________________________________________ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
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
On Fri, Nov 2, 2012 at 10:35 AM, Lodewijk lodewijk@effeietsanders.org wrote:
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.
Hi Lodewijk (and all),
Here's my thoughts on this... and a little history.
As I recall, the last time the Board revised the bylaws in 2010 the board also didn't notify the community, except via resolution after the fact, and I remember that you and I had a long conversation about it where you basically made this same argument, and I agreed with you.
I brought your points up to the board at the time, and I believe (though my memory is flawed) I proposed something like a two-week notification period to notify the community for bylaws changes. I think at the time there was general agreement that the principle seemed good, though there were questions about how to integrate feedback and some discussion that the bylaws themselves don't require such notification. There may be other points that I'm forgetting. Nothing really happened though (nothing formal was drafted) and the issue didn't arise again during my term since we didn't need to make further bylaws revisions.
So I totally understand your frustration, Lodewijk, because it must seem like you've been having this exact same conversation with the board for years. And this particular bylaws change is even more complicated -- it is difficult to know how best to refer legal changes to the community for review, when they need to be made for compliance reasons.
Regardless, in the spirit of being constructive, I propose (as a community member) two changes to the Board and community at large: * a formal Board resolution that states the procedure for bylaws changes (mirroring the other procedural resolutions, such as voting transparency and deliberation rules). * a better (more public) standing rules/procedures type of document that lays out the procedure for how the board works -- i.e. what the best practice is for notification of meetings, etc. etc. Currently some of this information is in the board manual, some is in the bylaws, some is in resolutions and some is in informal private documents like the notes the secretary uses. It would be nice to bring that all together into one place on meta, and such a document would help future boards -- compared to many nonprofits, we have a lot of turnover on our board, and it takes a while for each member as well as each secretary to come up to speed. I'm imagining a document that is more like an English Wikipedia guideline, rather than policy -- best practices that the board follows unless there are good reasons not to.
I guess now that I've made these suggestions I've also volunteered myself to work on them, huh :P
cheers, Phoebe
Hi Phoebe,
thanks a lot for the history :) I indeed remember this discussion. I also remember having this discussion even before that (I believe with Florence who was chair at the time, but I'm not sure) and indeed thought to recollect that it was generally agreed upon to do this differently in the future. I couldn't find any written statements to that effect though, so that is why I left it out here.
I hope that you will join me in the discussion on https://meta.wikimedia.org/wiki/Democratizing_the_Wikimedia_Foundation. Your suggestions of a seperate procedural document makes sense. In several chapters they have such a procedural document - of a lower importance than the bylaws, but still a governing document. Considering that the Foundation is a foundation though (and not an association) and that bylaw changes /only/ require a simple majority and no supermajority, I also can imagine this to be part of the bylaws themselves - but that is procedural.
Best, Lodewijk
2012/11/2 phoebe ayers phoebe.wiki@gmail.com
On Fri, Nov 2, 2012 at 10:35 AM, Lodewijk lodewijk@effeietsanders.org wrote:
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.
Hi Lodewijk (and all),
Here's my thoughts on this... and a little history.
As I recall, the last time the Board revised the bylaws in 2010 the board also didn't notify the community, except via resolution after the fact, and I remember that you and I had a long conversation about it where you basically made this same argument, and I agreed with you.
I brought your points up to the board at the time, and I believe (though my memory is flawed) I proposed something like a two-week notification period to notify the community for bylaws changes. I think at the time there was general agreement that the principle seemed good, though there were questions about how to integrate feedback and some discussion that the bylaws themselves don't require such notification. There may be other points that I'm forgetting. Nothing really happened though (nothing formal was drafted) and the issue didn't arise again during my term since we didn't need to make further bylaws revisions.
So I totally understand your frustration, Lodewijk, because it must seem like you've been having this exact same conversation with the board for years. And this particular bylaws change is even more complicated -- it is difficult to know how best to refer legal changes to the community for review, when they need to be made for compliance reasons.
Regardless, in the spirit of being constructive, I propose (as a community member) two changes to the Board and community at large:
- a formal Board resolution that states the procedure for bylaws
changes (mirroring the other procedural resolutions, such as voting transparency and deliberation rules).
- a better (more public) standing rules/procedures type of document
that lays out the procedure for how the board works -- i.e. what the best practice is for notification of meetings, etc. etc. Currently some of this information is in the board manual, some is in the bylaws, some is in resolutions and some is in informal private documents like the notes the secretary uses. It would be nice to bring that all together into one place on meta, and such a document would help future boards -- compared to many nonprofits, we have a lot of turnover on our board, and it takes a while for each member as well as each secretary to come up to speed. I'm imagining a document that is more like an English Wikipedia guideline, rather than policy -- best practices that the board follows unless there are good reasons not to.
I guess now that I've made these suggestions I've also volunteered myself to work on them, huh :P
cheers, Phoebe
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
phoebe ayers wrote:
Regardless, in the spirit of being constructive, I propose (as a community member) two changes to the Board and community at large:
- a formal Board resolution that states the procedure for bylaws
changes (mirroring the other procedural resolutions, such as voting transparency and deliberation rules).
- a better (more public) standing rules/procedures type of document
that lays out the procedure for how the board works -- i.e. what the best practice is for notification of meetings, etc. etc. Currently some of this information is in the board manual, some is in the bylaws, some is in resolutions and some is in informal private documents like the notes the secretary uses. It would be nice to bring that all together into one place on meta, and such a document would help future boards -- compared to many nonprofits, we have a lot of turnover on our board, and it takes a while for each member as well as each secretary to come up to speed. I'm imagining a document that is more like an English Wikipedia guideline, rather than policy -- best practices that the board follows unless there are good reasons not to.
I guess now that I've made these suggestions I've also volunteered myself to work on them, huh :P
I always enjoy reading your mailing list posts. :-) And yes, any demonstration of sanity will be used against you (cf. David Gerard's law: https://en.wikipedia.org/wiki/User:Raul654/Raul%27s_laws).
In the past, Sam has said that private solicitation of Board members to introduce a resolution was the best approach. This came up in the context of the travel guide idea, I believe. I'm beginning to think that we need a better process for this (and perhaps planning for a better process should take place at Lodewijk's new Meta-Wiki page).
Developers use Bugzilla to track issues. I'm not sure what Board members use. Mandatory notification prior to bylaws changes seems like an issue that has suffered from poor issue tracking, as a request that ultimately needs a (Board) resolution. Perhaps a page at Meta-Wiki could track such requests?
MZMcBride
On Fri, Nov 2, 2012 at 3:07 PM, MZMcBride z@mzmcbride.com wrote:
Phoebe writes:
- a formal Board resolution that states the procedure for bylaws
changes (mirroring the other procedural resolutions, such as voting transparency and deliberation rules).
+1. We have a procedure, it's just not a good one - it's not enough to notify the Trustees N days in advance, that should be a public notification. We do this infrequently, and can take our time: 1 month of public notice for discussion seems reasonable to me. (That said: if there are revisions or rollbacks proposed by the community thanks to something that was overlooked in the latest bylaws revision, we don't *need* to do this infrequently and could get to it at our next voice or in-person meeting.)
- a better (more public) standing rules/procedures type of document
that lays out the procedure for how the board works -- i.e. what the best practice is for notification of meetings, etc. etc.
A guideline rather than policy here makes sense. Public posting of an agenda with supporting docs a week in advance, and a note to the wikimedia-l list seems like a reasonable target. Along with public solicitation of suggestions for future meetings.
I guess now that I've made these suggestions I've also volunteered myself to work on them, huh :P
:)
In the past, Sam has said that private solicitation of Board members to introduce a resolution was the best approach.
*Public* solicitation, actually. I can't think of any reason to privately solicit individual Board members.
Proposed resolutions should be drafted in public on Meta.
What I believe I said is: the policy for moving to vote on a Board resolution is simple (per http://wikimediafoundation.org/wiki/Vote:Board_deliberations ) : any resolution that two Trustees move/second for a vote will be reviewed and voted on within ~3 weeks.
Developers use Bugzilla to track issues. I'm not sure what Board members
use. Mandatory notification prior to bylaws changes seems like an issue that has suffered from poor issue tracking, as a request that ultimately needs a (Board) resolution. Perhaps a page at Meta-Wiki could track such requests?
How about a Board board? http://meta.wikimedia.org/wiki/BN
Sam.
On Fri, Nov 2, 2012 at 2:03 PM, Samuel Klein meta.sj@gmail.com wrote:
How about a Board board? http://meta.wikimedia.org/wiki/BN
If bored, go aboard Board board?
-- phoebe, who some days just cannot help it.
On 11/2/2012 2:17 PM, phoebe ayers wrote:
On Fri, Nov 2, 2012 at 2:03 PM, Samuel Klein meta.sj@gmail.com wrote:
How about a Board board? http://meta.wikimedia.org/wiki/BN
If bored, go aboard Board board?
-- phoebe, who some days just cannot help it.
You should be bored full of holes for that. Or boarded up in your office.
--Michael Snow
Samuel Klein wrote:
On Fri, Nov 2, 2012 at 3:07 PM, MZMcBride z@mzmcbride.com wrote:
In the past, Sam has said that private solicitation of Board members to introduce a resolution was the best approach.
*Public* solicitation, actually. I can't think of any reason to privately solicit individual Board members.
Proposed resolutions should be drafted in public on Meta.
What I believe I said is: the policy for moving to vote on a Board resolution is simple (per https://wikimediafoundation.org/wiki/Vote:Board_deliberations ) : any resolution that two Trustees move/second for a vote will be reviewed and voted on within ~3 weeks.
My apologies. I read your previous suggestion during the travel guide discussion and the only real route for communicating with a Board member to solicit a proposal seemed to me to be private user-to-user e-mail. Are there other (a)venues available? Should people be using wiki user talk pages for this?
At some point, there's a (somewhat awkward) divide between the way other non-profit boards operate and wiki culture. E-mail seemed like the only logical bridge in this context, but perhaps there are better solutions.
Drafting resolutions on Meta-Wiki sounds good. Does the Board do that? (-:
Developers use Bugzilla to track issues. I'm not sure what Board members use. Mandatory notification prior to bylaws changes seems like an issue that has suffered from poor issue tracking, as a request that ultimately needs a (Board) resolution. Perhaps a page at Meta-Wiki could track such requests?
How about a Board board? https://meta.wikimedia.org/wiki/BN
:-)
MZMcBride
On Fri, Nov 2, 2012 at 6:46 PM, MZMcBride z@mzmcbride.com wrote:
My apologies. I read your previous suggestion during the travel guide discussion and the only real route for communicating with a Board member to solicit a proposal seemed to me to be private user-to-user e-mail. Are there other (a)venues available? Should people be using wiki user talk pages for this?
At times one does need a clear way to send private messages, perhaps to a new ombudsman position on the Board, now that the secretary is not a Trustee. (Or is this is a reason to expand the scope of the ombudsmen committee?)
Drafting resolutions on Meta-Wiki sounds good. Does the Board do that? (-:
Increasingly, yes; as does the ED. We could (should?) do more. See: http://meta.wikimedia.org/w/index.php?title=WWMzMcD&oldid=4413588#Draft_...
Sam.
Hi Phoebe, thank you for your thoughts. I must admit that I don't remember these discussions and yes, I understand the frustration even more with this background. Like Bishakha and Sam I will support to publish as much information as possible before our meetings. I agree that this issue would have been a good start to do this, and we missed to realize this. Most of the changes are somewhat cosmetical (continuous designations, adjustments on former decisions). The change for secretary and treasurer are critical to get the best of the Trustees where it is needed and not to waste lots of energy and concentration on things that are originally grounded and better placed in the hands of staff. (Personally, I'm just happy to have Bishakha involved as much in our discussions as any other Trustee without the responsibility to take notes at the same time.)
Since I've joined the board I've wondered how things are done. And after having asked lots of questions, peeved my colleagues and found several places with descriptions for the public but without concrete directions for the board, I've decided to build a set of rules of procedures for the board. Since this has to do with processes and standards to ensure and hopefully improve the board's work the creation of it will be led by the Board Governance Committee. The committee has agreed to start with it in 2013.
There will be a Meta page with the BGC's agenda in the next days and I'm glad to get more input from the community.
Regards, Alice.
On Fri, Nov 2, 2012 at 7:16 PM, phoebe ayers phoebe.wiki@gmail.com wrote:
On Fri, Nov 2, 2012 at 10:35 AM, Lodewijk lodewijk@effeietsanders.org wrote:
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.
Hi Lodewijk (and all),
Here's my thoughts on this... and a little history.
As I recall, the last time the Board revised the bylaws in 2010 the board also didn't notify the community, except via resolution after the fact, and I remember that you and I had a long conversation about it where you basically made this same argument, and I agreed with you.
I brought your points up to the board at the time, and I believe (though my memory is flawed) I proposed something like a two-week notification period to notify the community for bylaws changes. I think at the time there was general agreement that the principle seemed good, though there were questions about how to integrate feedback and some discussion that the bylaws themselves don't require such notification. There may be other points that I'm forgetting. Nothing really happened though (nothing formal was drafted) and the issue didn't arise again during my term since we didn't need to make further bylaws revisions.
So I totally understand your frustration, Lodewijk, because it must seem like you've been having this exact same conversation with the board for years. And this particular bylaws change is even more complicated -- it is difficult to know how best to refer legal changes to the community for review, when they need to be made for compliance reasons.
Regardless, in the spirit of being constructive, I propose (as a community member) two changes to the Board and community at large:
- a formal Board resolution that states the procedure for bylaws
changes (mirroring the other procedural resolutions, such as voting transparency and deliberation rules).
- a better (more public) standing rules/procedures type of document
that lays out the procedure for how the board works -- i.e. what the best practice is for notification of meetings, etc. etc. Currently some of this information is in the board manual, some is in the bylaws, some is in resolutions and some is in informal private documents like the notes the secretary uses. It would be nice to bring that all together into one place on meta, and such a document would help future boards -- compared to many nonprofits, we have a lot of turnover on our board, and it takes a while for each member as well as each secretary to come up to speed. I'm imagining a document that is more like an English Wikipedia guideline, rather than policy -- best practices that the board follows unless there are good reasons not to.
I guess now that I've made these suggestions I've also volunteered myself to work on them, huh :P
cheers, Phoebe
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
While I'm sure most readers understand these principles well already, they are worth restating: the Foundation is not a wiki. It is not purely a democracy. Greater democracy has not, to my knowledge, been shown to correspond with greater effectiveness in non-profit management. The WMF is not a membership organization. Legally, the practice of allowing the editing community to elect members to its board is voluntary.
I'm not arguing that the community doesn't often have good input, or that a general ethic of transparency and cooperation isn't an extremely positive characteristic of the Foundation. In fact, the support of the community is absolutely crucial to its survival. I merely want to suggest that the tone of entitlement evident in some recent posts to wikimedia-l is misplaced.
Nathan
On Fri, 2 Nov 2012 15:25:59 -0400, Nathan wrote:
While I'm sure most readers understand these principles well already, they are worth restating: the Foundation is not a wiki. It is not purely a democracy. Greater democracy has not, to my knowledge, been shown to correspond with greater effectiveness in non-profit management. The WMF is not a membership organization. Legally, the practice of allowing the editing community to elect members to its board is voluntary.
Sure. But we should be grateful to Internet Brands for explaining us recently in very clear terms what happens if an organization running a Wiki project does not listen to volunteers.
Cheers Yaroslav
(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
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
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
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
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
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
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
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Being responsible for something doesn't you're the one that actually does it. On Nov 6, 2012 12:30 AM, "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
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe:
https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
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Bylaw changes are never housekeeping.
This resolution does change the composition of the board.
Two seats had a defined role, with clear responsibilities. Now they dont. Of course there is always shared responsibility, but having one person chiefly responsible ensures someone is focused on those responsibilities and does not allow themselves to be distracted.
One seat (treasurer) needed to have relevant professional experience. Now it doesnt.
At least one additional WMF staff officer (the new secretary) will, presumably, now be present at all board meetings.
I dont mind the change, but discussion would have resulted in better options being considered and hopefully enacted. We were given a good score for our 'terms and conditions' rewrite. We could have achieved the same with this bylaws update.
John Vandenberg. sent from Galaxy Note On Nov 6, 2012 7:30 AM, "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
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe:
https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
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On 5 November 2012 20:01, John Vandenberg jayvdb@gmail.com wrote:
Bylaw changes are never housekeeping.
This resolution does change the composition of the board.
Two seats had a defined role, with clear responsibilities. Now they dont. Of course there is always shared responsibility, but having one person chiefly responsible ensures someone is focused on those responsibilities and does not allow themselves to be distracted.
I do not understand how you have come to the conclusion about seats having defined roles. None of the seats have a defined role. If there was, then the selection would be for "Secretary" or "Vice Chair", not for "chapter selected" or "community selected" or "board selected" trustees. Appointment to the Board of Trustees is completely independent from the assignments one might take on if appointed.
One seat (treasurer) needed to have relevant professional experience. Now it doesnt.
This seems to be a common misperception. That was not in the previous version of the bylaws, nor can I find it in any other previous version. For the record, it's also not in the requirements for the Chair of the Audit Committee, according to the Audit Committee's charter.
At least one additional WMF staff officer (the new secretary) will, presumably, now be present at all board meetings.
Having never been to a Board meeting, I won't venture to guess how many staff are present and for what period during a meeting. However, Thomas has suggested (and I suspect he is at least partly correct) that minutes have been being taken by a designated WMF staff member, presumably over the course of years.
Indeed, the major change in the bylaws is that both the Secretary and the Treasurer may now officially delegate certain responsibilities. This is good: someone other than a trustee can now post things on Foundationwiki, and can officially be taking the minutes while all of the trustees participate fully. More importantly, someone other than the treasurer can officially give receipts, deposit monies....and be held personally accountable for the finances. (Kind of surprising that even in 2012 we were holding a single volunteer trustee officially responsible for the financial stability of the WMF. That was an overdue change.) In other words, the two changes are 1) inclusion of the phrase "a non-trustee officer position" in each description, and 2) authorization to delegate certain aspects of their tasks.
I dont mind the change, but discussion would have resulted in better options being considered and hopefully enacted. We were given a good score for our 'terms and conditions' rewrite. We could have achieved the same with this bylaws update.
The two changes are 1) inclusion of the phrase "a non-trustee officer position" in each description, and 2) authorization to delegate certain aspects of their tasks. It reflects longstanding reality. Nobody on this list has suggested any different options, let alone "better options". Different does not equal better, and different does not equal "meets the requirements of the State of Florida" either. Every year thousands of organizations have to update their bylaws to remain compliant with [changed] legislation, although the changes are largely housekeeping. Do you suggest that we require that Bishakha actually take the minutes herself, personally? That Stu West be personally responsible for signing hundreds of thousands of tax receipts? That's what the old bylaws actually said, and I don't think anyone believes that's what was actually happening.
Had this been posted in advance with, say, a three-week-long opportunity for community comment, I think it is reasonable to suggest that interested members of the community have spent three weeks dissecting this change in minute detail, insisting that it was too big a change/not a big enough change/we should also make them change this other section/trustees shouldn't be elected unless they're going to do these jobs/legal counsel misunderstands the law/why does Florida have such dumb laws/why doesn't WMF re-incorporate in California?/why not dissolve the WMF and replace it with the Chapters Association/why isn't the FDC included in the bylaws?/.....well, you get my drift. Somewhere in 500,000 bytes, do you really think there was any likelihood that there would have been anything posted that would have improved this housekeeping change? It is not comparable with the "terms and conditions" rewrite, because that was an entire document being reconsidered.
Yes, I do think the Board can be more transparent. I also think that there is very significant value for the Board to publicly invite community discussion of proposed changes that will affect any aspect of the community, as they did for the FDC, for the Legal Fees Assistance Plan, for the Annual Plan, etc. I think if they're looking to do a serious re-write of the bylaws ( specifically, of sections that aren't prescribed by law), it would be a very good idea to involve the community in the discussion. I don't think it's necessary for straightforward housekeeping items.
Risker
On 11/6/12 3:26 AM, Risker wrote:
On 5 November 2012 20:01, John Vandenberg jayvdb@gmail.com wrote:
Bylaw changes are never housekeeping.
This resolution does change the composition of the board.
Two seats had a defined role, with clear responsibilities. Now they dont. Of course there is always shared responsibility, but having one person chiefly responsible ensures someone is focused on those responsibilities and does not allow themselves to be distracted.
I do not understand how you have come to the conclusion about seats having defined roles. None of the seats have a defined role. If there was, then the selection would be for "Secretary" or "Vice Chair", not for "chapter selected" or "community selected" or "board selected" trustees. Appointment to the Board of Trustees is completely independent from the assignments one might take on if appointed.
Errr. No. At least historically, this is incorrect.
Michael Davis was the first treasurer of the board (appointed by Jimbo at the beginning of the WMF). After some time, Michael announced his desire to quit the board and move on with his own life. Over the following months, we sort of waited for a board member with financial background to be elected on the board by the community so that we could replace Michael. Quite naturally, none of this happened.
This is the primary reason why we added appointed board members. It was done so that the board could finally fill in the gaps. We looked for additional board members to be appointed, WITH the wish to have a treasurer.
Appointment of Stu was completely dependent on the assignment.
Florence
One seat (treasurer) needed to have relevant professional experience. Now it doesnt.
This seems to be a common misperception. That was not in the previous version of the bylaws, nor can I find it in any other previous version. For the record, it's also not in the requirements for the Chair of the Audit Committee, according to the Audit Committee's charter.
At least one additional WMF staff officer (the new secretary) will, presumably, now be present at all board meetings.
Having never been to a Board meeting, I won't venture to guess how many staff are present and for what period during a meeting. However, Thomas has suggested (and I suspect he is at least partly correct) that minutes have been being taken by a designated WMF staff member, presumably over the course of years.
Indeed, the major change in the bylaws is that both the Secretary and the Treasurer may now officially delegate certain responsibilities. This is good: someone other than a trustee can now post things on Foundationwiki, and can officially be taking the minutes while all of the trustees participate fully. More importantly, someone other than the treasurer can officially give receipts, deposit monies....and be held personally accountable for the finances. (Kind of surprising that even in 2012 we were holding a single volunteer trustee officially responsible for the financial stability of the WMF. That was an overdue change.) In other words, the two changes are 1) inclusion of the phrase "a non-trustee officer position" in each description, and 2) authorization to delegate certain aspects of their tasks.
I dont mind the change, but discussion would have resulted in better options being considered and hopefully enacted. We were given a good score for our 'terms and conditions' rewrite. We could have achieved the same with this bylaws update.
The two changes are 1) inclusion of the phrase "a non-trustee officer position" in each description, and 2) authorization to delegate certain aspects of their tasks. It reflects longstanding reality. Nobody on this list has suggested any different options, let alone "better options". Different does not equal better, and different does not equal "meets the requirements of the State of Florida" either. Every year thousands of organizations have to update their bylaws to remain compliant with [changed] legislation, although the changes are largely housekeeping. Do you suggest that we require that Bishakha actually take the minutes herself, personally? That Stu West be personally responsible for signing hundreds of thousands of tax receipts? That's what the old bylaws actually said, and I don't think anyone believes that's what was actually happening.
Had this been posted in advance with, say, a three-week-long opportunity for community comment, I think it is reasonable to suggest that interested members of the community have spent three weeks dissecting this change in minute detail, insisting that it was too big a change/not a big enough change/we should also make them change this other section/trustees shouldn't be elected unless they're going to do these jobs/legal counsel misunderstands the law/why does Florida have such dumb laws/why doesn't WMF re-incorporate in California?/why not dissolve the WMF and replace it with the Chapters Association/why isn't the FDC included in the bylaws?/.....well, you get my drift. Somewhere in 500,000 bytes, do you really think there was any likelihood that there would have been anything posted that would have improved this housekeeping change? It is not comparable with the "terms and conditions" rewrite, because that was an entire document being reconsidered.
Yes, I do think the Board can be more transparent. I also think that there is very significant value for the Board to publicly invite community discussion of proposed changes that will affect any aspect of the community, as they did for the FDC, for the Legal Fees Assistance Plan, for the Annual Plan, etc. I think if they're looking to do a serious re-write of the bylaws ( specifically, of sections that aren't prescribed by law), it would be a very good idea to involve the community in the discussion. I don't think it's necessary for straightforward housekeeping items.
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On 6 November 2012 03:07, Florence Devouard anthere9@yahoo.com wrote:
On 11/6/12 3:26 AM, Risker wrote:
On 5 November 2012 20:01, John Vandenberg jayvdb@gmail.com wrote:
Bylaw changes are never housekeeping.
This resolution does change the composition of the board.
Two seats had a defined role, with clear responsibilities. Now they dont. Of course there is always shared responsibility, but having one person chiefly responsible ensures someone is focused on those responsibilities and does not allow themselves to be distracted.
I do not understand how you have come to the conclusion about seats having defined roles. None of the seats have a defined role. If there was, then the selection would be for "Secretary" or "Vice Chair", not for "chapter selected" or "community selected" or "board selected" trustees. Appointment to the Board of Trustees is completely independent from the assignments one might take on if appointed.
Errr. No. At least historically, this is incorrect.
Michael Davis was the first treasurer of the board (appointed by Jimbo at the beginning of the WMF). After some time, Michael announced his desire to quit the board and move on with his own life. Over the following months, we sort of waited for a board member with financial background to be elected on the board by the community so that we could replace Michael. Quite naturally, none of this happened.
This is the primary reason why we added appointed board members. It was done so that the board could finally fill in the gaps. We looked for additional board members to be appointed, WITH the wish to have a treasurer.
Appointment of Stu was completely dependent on the assignment.
Florence
I get that Stu's selection as a Board-appointed trustee was based on his qualifications. However, there is nothing in the bylaw now or at any time that specified the Treasurer must have certain qualifications, nor is there anything in the bylaw's description of Board-selected trustees that specifies that any of them must have specific qualifications. It was entirely appropriate that the Board sought out and appointed a trustee that had qualifications that the Board felt was necessary in order for it to meet its obligations; however, if by chance a community-selected or chapter-selected trustee had held the necessary qualifications and was willing to act as Treasurer, then it would not have been necessary to use a Board-selected appointment to ensure that the role was filled. I realise this seems like a pedantic argument; however, one of the purposes of Board-selected trustee seats is to fill whatever needs the otherwise-selected seats don't fill, not to fill the Treasurer seat specifically. There are roles that must be filled, and there are seats that must be filled. Those are both described in the bylaws. However, which seat is used to fill which role is not described in the bylaw.
Risker
Risker, 06/11/2012 09:40:
On 6 November 2012 03:07, Florence Devouard anthere9@yahoo.com wrote:
Errr. No. At least historically, this is incorrect.
Michael Davis was the first treasurer of the board (appointed by Jimbo at the beginning of the WMF). After some time, Michael announced his desire to quit the board and move on with his own life. Over the following months, we sort of waited for a board member with financial background to be elected on the board by the community so that we could replace Michael. Quite naturally, none of this happened.
This is the primary reason why we added appointed board members. It was done so that the board could finally fill in the gaps. We looked for additional board members to be appointed, WITH the wish to have a treasurer.
Appointment of Stu was completely dependent on the assignment.
Florence
I get that Stu's selection as a Board-appointed trustee was based on his qualifications. However, there is nothing in the bylaw now or at any time that specified the Treasurer must have certain qualifications, nor is there anything in the bylaw's description of Board-selected trustees that specifies that any of them must have specific qualifications.
You're wrong. https://wikimediafoundation.org/w/index.php?title=Bylaws&oldid=56028#Section_3._Selection. «The appointment of Board-appointed Trustees shall be conducted consistent with the provisions of Subsection (A)» -> «The Board must comprise members with a diverse set of talents, experience, and competencies that will best fulfill the mission and needs of the Foundation». How the process should work in more detail is discussed elsewhere[1] but yes, there are criteria in the bylaws according to which the board must appoint members (otherwise it would be completely discretionary), so the rationale Florence recalled above was necessary for the appointment to be consistent with the bylaws, and changes to the bylaws of course require the rationales to change accordingly. Changes may be bigger or smaller (Bishakha said they're small enough not to impact the current composition), but it's factually incorrect to deny them. Practically speaking, I'd expect the next appointment resolution to explain its consistency with the new bylaws rather than just confirm previous resolutions which were in a different context and are therefore ipso facto no longer relevant.
Nemo
[1] https://meta.wikimedia.org/wiki/Democratizing_the_Wikimedia_Foundation#Selecting_board_members
Risker, 06/11/2012 03:26:
On 5 November 2012 20:01, John Vandenberg jayvdb@gmail.com wrote:
Bylaw changes are never housekeeping.
[sniiiiiiiip]
Somewhere in 500,000 bytes, do you really think there was any likelihood that there would have been anything posted that would have improved this housekeeping change?
TL;DR: if we've already decided that what we're doing is The Best Decision Ever Possible, why ask to comment? Sure, but the point of transparency is that sometimes one fails to see things that others may usefully point out, therefore I find your reply completely useless for a constructive approach. John's point is a very simple one and no, there's no reason whatsoever to avoid advertising bylaws changes in advance, as Sj himself just said.
Nemo
P.s.: I've been part of the bylaws reform committee of my University, which is way bigger and more complex than the WMF's, and yes, we argued quite a lot even on commas and publicly asked feedback for everything (or at least officially tried to, and sometimes failed) because in bylaws every detail matters.
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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Hi SJ,
to boldly push my question again: do I understand from this correctly there was at this instance (in your opinion) no urgency that would validate the chosen procedure? I know you seem to be in favor of this change as much as I am, but I'm simply trying to understand if there are situations where this procedure would still find strong objections.
(I understand the drive of people to discuss the contents of the change. I myself feel uncomfortable with it as well - but the board clearly decided, and the changes are a fact now. I consider it extremely unlikely that a majority of 10-0 will go back on their steps because some people in the community don't like the particular change.)
Best regards, Lodewijk
2012/11/6 Samuel Klein meta.sj@gmail.com
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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-- Samuel Klein @metasj w:user:sj +1 617 529 4266 _______________________________________________ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Briefly:
On Tue, Nov 6, 2012 at 5:18 AM, Lodewijk lodewijk@effeietsanders.orgwrote:
Hi SJ,
to boldly push my question again: do I understand from this correctly there was at this instance (in your opinion) no urgency
There is always some urgency to fix problems once a fix is identified - for instance, it was good to immediately get some of Bishakha's time back from administrative work. And we would have made other changes (such as no longer allowing non-recusal abstentions on votes, to match what Florida law recognizes) in practice immediately, even if we did not officially pass those bylaws changes.
But perhaps your question is misdirected: the issue of transparency is not related to urgency. The bylaws already require 10 days notice; we just need to make this public.
Let's take further discussion to the board manual talk page, to bring it closer to any procedural changes that get implemented.
SJ
On Fri, Nov 2, 2012 at 3:07 PM, Federico Leva (Nemo) nemowiki@gmail.comwrote:
After the fact, I'd appreciate a readable resolution or diff as both https://wikimediafoundation.org/wiki/Resolution:Amended_Bylaws and < https://wikimediafoundation.org/w/index.php?title=Bylaws&diff=84853&... are useless.
Ok, I've added a reference link into the resolution at: http://wikimediafoundation.org/wiki/Resolution:Amended_Bylaws
Please go through this to compare old and revised versions of the bylaws; since there are many small changes, I have uploaded the entire document.
The document showing the revisions can also be directly accessed from this link: http://commons.wikimedia.org/wiki/File:Wikimedia_Foundation_Bylaws_posted_ma...
Best Bishakha
On 2 November 2012 16:06, Bishakha Datta bishakhadatta@gmail.com wrote:
Ok, I've added a reference link into the resolution at: http://wikimediafoundation.org/wiki/Resolution:Amended_Bylaws
Please go through this to compare old and revised versions of the bylaws; since there are many small changes, I have uploaded the entire document.
The document showing the revisions can also be directly accessed from this link:
http://commons.wikimedia.org/wiki/File:Wikimedia_Foundation_Bylaws_posted_ma...
Thank you for doing this, but (correct me if I'm wrong) it looks like this document had already been created by Kelly, presumably for easy review internally of the changes to the Bylaws.
Please don't forget that there's a huge online community that all have different interests and pay particular attention to certain things - some clearly with the WMF as evident from this mailing list thread.
Thus, in the future (this is for both Board members and WMF staff) it would be much better, when announcing *any* potentially controversial changes like this to *proactively* provide such documents, than potentially give the impression that you are intentionally trying to hide something by waiting for a community member to request it.
On Fri, Nov 2, 2012 at 11:36 PM, Thehelpfulone thehelpfulonewiki@gmail.comwrote:
Thus, in the future (this is for both Board members and WMF staff) it would be much better, when announcing *any* potentially controversial changes like this to *proactively* provide such documents, than potentially give the impression that you are intentionally trying to hide something by waiting for a community member to request it.
I agree that this needs improvement, but I think we must also allow for the possibility that not pro-actively providing a document does not necessarily translate into an intention to hide something.
I find this underlying layer of impressions very interesting - to me, it speaks of much work needed to increase levels of trust between different movement players.
Best Bishakha
On Sat, Nov 3, 2012 at 8:24 AM, Bishakha Datta bishakhadatta@gmail.com wrote:
I agree that this needs improvement, but I think we must also allow for the possibility that not pro-actively providing a document does not necessarily translate into an intention to hide something.
I find this underlying layer of impressions very interesting - to me, it speaks of much work needed to increase levels of trust between different movement players.
Not really. Just restoring them to previous longstanding trust levels would be more than sufficient. But that it will entail much work, is certainly true. And a very positive note that there is a recognition of diminished trust. The fact that you were able to state it thus, does seem to indicate that the events that occasioned that loss of trust have receded into hazy recollections. That can't hurt in trying to re-establish a good relationship between different actors. There are no open sores left, and thus genuine healing may commence.
Bishaka,
Seeing as there was no public discussion of these amendments, to my knowledge, can you at least explain them now?
The responsibilities of the Secretary and Treasurer are board responsibilities. While the day-to-day work of the role may be delegated to staff, it is still the job of the board to ensure that everything is done correctly. How does the board intend to do that in future? Have individual trustees been appointed as liaisons to these new officers? Or are there committees to oversee their work? On Nov 2, 2012 9:29 AM, "Bishakha Datta" bishakhadatta@gmail.com wrote:
Dear all,
At its in-person meeting of 26 October, the Board of Trustees also approved the two following resolutions:
http://wikimediafoundation.org/wiki/Resolution:Amended_Bylaws This resolution approved the revised and amended Foundation bylaws. The updated Bylaws are being adopted to ensure the Foundation's continued compliance with applicable laws and to further clarify certain procedural matters.
Please note the substantive change in Article V: Officers and Duties. As per the amendments, the Secretary and Treasurer are now non-trustee officer positions.
In line with this amendment, non-trustees have been appointed to both these positions. The resolution approving these appointments is published at:
http://wikimediafoundation.org/wiki/Resolution:Appointment_of_Foundation_Sta...
All resolutions from the in-person meeting of 26 October have now been published.
Questions and comments, as always, are welcome.
Best Bishakha _______________________________________________ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Dear Thomas, Lodewijk and others,
I will reply to this thread once I finish the work meeting at which I am currently.
Best Bishakha On Nov 2, 2012 5:26 PM, "Thomas Dalton" thomas.dalton@gmail.com wrote:
Bishaka,
Seeing as there was no public discussion of these amendments, to my knowledge, can you at least explain them now?
The responsibilities of the Secretary and Treasurer are board responsibilities. While the day-to-day work of the role may be delegated to staff, it is still the job of the board to ensure that everything is done correctly. How does the board intend to do that in future? Have individual trustees been appointed as liaisons to these new officers? Or are there committees to oversee their work? On Nov 2, 2012 9:29 AM, "Bishakha Datta" bishakhadatta@gmail.com wrote:
Dear all,
At its in-person meeting of 26 October, the Board of Trustees also
approved
the two following resolutions:
http://wikimediafoundation.org/wiki/Resolution:Amended_Bylaws This resolution approved the revised and amended Foundation bylaws. The updated Bylaws are being adopted to ensure the Foundation's continued compliance with applicable laws and to further clarify certain procedural matters.
Please note the substantive change in Article V: Officers and Duties. As per the amendments, the Secretary and Treasurer are now non-trustee
officer
positions.
In line with this amendment, non-trustees have been appointed to both
these
positions. The resolution approving these appointments is published at:
http://wikimediafoundation.org/wiki/Resolution:Appointment_of_Foundation_Sta...
All resolutions from the in-person meeting of 26 October have now been published.
Questions and comments, as always, are welcome.
Best Bishakha _______________________________________________ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Dear Bishakha,
please take your time - at this point there is no need to hurry since the board meeting has already finished anyway.
Kind regards, Lodewijk
2012/11/2 Bishakha Datta bishakhadatta@gmail.com
Dear Thomas, Lodewijk and others,
I will reply to this thread once I finish the work meeting at which I am currently.
Best Bishakha On Nov 2, 2012 5:26 PM, "Thomas Dalton" thomas.dalton@gmail.com wrote:
Bishaka,
Seeing as there was no public discussion of these amendments, to my knowledge, can you at least explain them now?
The responsibilities of the Secretary and Treasurer are board responsibilities. While the day-to-day work of the role may be delegated
to
staff, it is still the job of the board to ensure that everything is done correctly. How does the board intend to do that in future? Have
individual
trustees been appointed as liaisons to these new officers? Or are there committees to oversee their work? On Nov 2, 2012 9:29 AM, "Bishakha Datta" bishakhadatta@gmail.com
wrote:
Dear all,
At its in-person meeting of 26 October, the Board of Trustees also
approved
the two following resolutions:
http://wikimediafoundation.org/wiki/Resolution:Amended_Bylaws This resolution approved the revised and amended Foundation bylaws. The updated Bylaws are being adopted to ensure the Foundation's continued compliance with applicable laws and to further clarify certain
procedural
matters.
Please note the substantive change in Article V: Officers and Duties.
As
per the amendments, the Secretary and Treasurer are now non-trustee
officer
positions.
In line with this amendment, non-trustees have been appointed to both
these
positions. The resolution approving these appointments is published at:
http://wikimediafoundation.org/wiki/Resolution:Appointment_of_Foundation_Sta...
All resolutions from the in-person meeting of 26 October have now been published.
Questions and comments, as always, are welcome.
Best Bishakha _______________________________________________ Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
Wikimedia-l mailing list Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l
On Fri, Nov 2, 2012 at 5:26 PM, Thomas Dalton thomas.dalton@gmail.comwrote:
The responsibilities of the Secretary and Treasurer are board responsibilities. While the day-to-day work of the role may be delegated to staff, it is still the job of the board to ensure that everything is done correctly. How does the board intend to do that in future? Have individual trustees been appointed as liaisons to these new officers? Or are there committees to oversee their work?
Yes, both will be overseen by Board members. The Treasurer will be overseen by the Audit Committee head, while the Secretary will be overseen by the Board Governance Committee head.
Best Bishakha
On Nov 2, 2012 3:07 PM, "Bishakha Datta" bishakhadatta@gmail.com wrote:
On Fri, Nov 2, 2012 at 5:26 PM, Thomas Dalton <thomas.dalton@gmail.com wrote:
The responsibilities of the Secretary and Treasurer are board responsibilities. While the day-to-day work of the role may be
delegated to
staff, it is still the job of the board to ensure that everything is
done
correctly. How does the board intend to do that in future? Have
individual
trustees been appointed as liaisons to these new officers? Or are there committees to oversee their work?
Yes, both will be overseen by Board members. The Treasurer will be
overseen
by the Audit Committee head, while the Secretary will be overseen by the Board Governance Committee head.
Thank you!
On Fri, Nov 2, 2012 at 5:29 AM, Bishakha Datta bishakhadatta@gmail.comwrote:
Please note the substantive change in Article V: Officers and Duties. As per the amendments, the Secretary and Treasurer are now non-trustee officer positions.
This doesn't seem too unreasonable in itself, but it is somewhat surprising that you didn't readjust the board's composition accordingly. The justification for having unelected seats is to ensure that the board has people with specific skills or backgrounds, and my impression was that getting someone with accounting experience to serve as treasurer was part of that.
On Fri, Nov 2, 2012 at 9:31 PM, Benjamin Lees emufarmers@gmail.com wrote:
On Fri, Nov 2, 2012 at 5:29 AM, Bishakha Datta <bishakhadatta@gmail.com
wrote:
Please note the substantive change in Article V: Officers and Duties. As per the amendments, the Secretary and Treasurer are now non-trustee
officer
positions.
This doesn't seem too unreasonable in itself, but it is somewhat surprising that you didn't readjust the board's composition accordingly. The justification for having unelected seats is to ensure that the board has people with specific skills or backgrounds, and my impression was that getting someone with accounting experience to serve as treasurer was part of that.
And that accounting experience is still very much needed on the Board - to head the Audit Committee and to oversee the treasurer.
Best Bishakha
Bishakha Datta, 02/11/2012 17:08:
On Fri, Nov 2, 2012 at 9:31 PM, Benjamin Lees wrote:
This doesn't seem too unreasonable in itself, but it is somewhat surprising that you didn't readjust the board's composition accordingly. The justification for having unelected seats is to ensure that the board has people with specific skills or backgrounds, and my impression was that getting someone with accounting experience to serve as treasurer was part of that.
And that accounting experience is still very much needed on the Board - to head the Audit Committee and to oversee the treasurer.
This seems quite a weak answer to Benjamin's point: if the experience of an "expert" board member is relevant/needed only for one committee which can consist also of non-board members (who in principle can also head it), then the board may well decide to restrict his/her partecipation to that committee, to take advantage of that experience where it's most effective and free a board position to allow further diversification and expansion of board member experiences.
Nemo
On Sat, Nov 3, 2012 at 6:23 AM, Federico Leva (Nemo) nemowiki@gmail.comwrote:
Bishakha Datta, 02/11/2012 17:08:
On Fri, Nov 2, 2012 at 9:31 PM, Benjamin Lees wrote:
This doesn't seem too unreasonable in itself, but it is somewhat
surprising that you didn't readjust the board's composition accordingly. The justification for having unelected seats is to ensure that the board has people with specific skills or backgrounds, and my impression was that getting someone with accounting experience to serve as treasurer was part of that.
And that accounting experience is still very much needed on the Board - to head the Audit Committee and to oversee the treasurer.
This seems quite a weak answer to Benjamin's point: if the experience of an "expert" board member is relevant/needed only for one committee which can consist also of non-board members (who in principle can also head it), then the board may well decide to restrict his/her partecipation to that committee, to take advantage of that experience where it's most effective and free a board position to allow further diversification and expansion of board member experiences.
The point I didn't make explicit is that someone on the board needs to
embody the notion of financial accountability - although all of us, as trustees, see this as part of our fiduciary duties, it is extremely useful to have among us, a trustee, who 'owns' the overall concept, and pushes to consistently strengthen financial accountability (as part of overall accountability), both at the Foundation and across the movement.
Best Bishakha
wikimedia-l@lists.wikimedia.org