On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk <lodewijk(a)effeietsanders.org>wrote;wrote: 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

On Fri, Nov 2, 2012 at 10:03 PM, Bence Damokos <bdamokos(a)gmail.com> wrote: 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

Hi Bishakha, 2012/11/2 Bishakha Datta <bishakhadatta(a)gmail.com> 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

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(a)gmail.com>

On Fri, Nov 2, 2012 at 3:07 PM, MZMcBride <z(a)mzmcbride.com> wrote: +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 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. :) *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 How about a Board board? http://meta.wikimedia.org/wiki/BN Sam.

On 11/2/2012 2:17 PM, phoebe ayers wrote: You should be bored full of holes for that. Or boarded up in your office. --Michael Snow

On Fri, Nov 2, 2012 at 6:46 PM, MZMcBride <z(a)mzmcbride.com> wrote: 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?) 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.

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

(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(a)effeietsanders.org>

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(a)gmail.com> wrote:

Being responsible for something doesn't you're the one that actually does it. On Nov 6, 2012 12:30 AM, "Risker" <risker.wp(a)gmail.com> wrote:

On 5 November 2012 20:01, John Vandenberg <jayvdb(a)gmail.com> wrote: 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. 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. 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. 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 6 November 2012 03:07, Florence Devouard <anthere9(a)yahoo.com> wrote: 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 03:26: 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.

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(a)gmail.com>

On Fri, Nov 2, 2012 at 3:07 PM, Federico Leva (Nemo) <nemowiki(a)gmail.com>wrote;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_m… Best Bishakha

On Fri, Nov 2, 2012 at 11:36 PM, Thehelpfulone <thehelpfulonewiki(a)gmail.com>wrote;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. Best Bishakha

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(a)gmail.com>

On Nov 2, 2012 3:07 PM, "Bishakha Datta" <bishakhadatta(a)gmail.com> wrote: delegated to done individual overseen Thank you!

On Fri, Nov 2, 2012 at 9:31 PM, Benjamin Lees <emufarmers(a)gmail.com> wrote: And that accounting experience is still very much needed on the Board - to head the Audit Committee and to oversee the treasurer. Best Bishakha

On Sat, Nov 3, 2012 at 6:23 AM, Federico Leva (Nemo) <nemowiki(a)gmail.com>wrote;wrote: 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