Dear friends,
Recent events have made me curious to learn more about the Wikimedia Foundation's origins and history as a membership organization. The revelations about the Wikimedia Foundation Board elections being a recommendation for appointment rather than a direct vote seem to have been a surprise to many of us, and almost ten years after membership was eliminated, we see strongly suggestive "directly elected" language still being fixed on the Foundation's own Board elections page.[1]
It turns out that this history is colorful, the Foundation was a membership organization from 2003-2006 and Board seats were indeed, originally, intended to be directly elected by member-Wikimedians. It seems that the membership issue was never quite resolved. I've put some of my notes on metawiki, please forward to any wiki historians who might be interested in throwing their weight on a shovel.
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy
As a current WMF staff member, and having received a formal scolding two weeks ago for expressing my professional and personal opinions on this list--that a hierarchical corporate structure is completely inappropriate and ineffectual for running the Foundation--I don't feel safe editorializing about what membership could mean for the future of the Wikimedia movement. But I would be thrilled to see this discussion take place, and to contribute however I am able.
A note to fellow staff: Anything you can say about this history is most likely protected speech under the Sarbanes-Oxley Act, since we're asking whether state and federal laws were violated.
In solidarity, Adam Wight [[mw:User:Adamw]]
[1] https://wikimediafoundation.org/w/index.php?title=Board_of_Trustees&diff...
On Tue, Jan 26, 2016 at 11:39 AM, Adam Wight adam.m.wight@gmail.com wrote:
Dear friends,
Recent events have made me curious to learn more about the Wikimedia Foundation's origins and history as a membership organization. The revelations about the Wikimedia Foundation Board elections being a recommendation for appointment rather than a direct vote seem to have been a surprise to many of us, and almost ten years after membership was eliminated, we see strongly suggestive "directly elected" language still being fixed on the Foundation's own Board elections page.[1]
Adam, thank you for starting this discussion. Eric Moeller announced to
the list in December 2006 that the bylaws had been changed and that we were no longer members, or as he said " [ m ] embership was previously described in the bylaws but not actually implemented." [1]
Sarah
1. https://lists.wikimedia.org/pipermail/wikimedia-l/2006-December/072001.html
It would be interesting to know if the people who participated in that decision actually had the legal authority to make it. They might have, but this would be worth further inquiry.
Pine
On Tue, Jan 26, 2016 at 11:03 PM, SarahSV sarahsv.wiki@gmail.com wrote:
On Tue, Jan 26, 2016 at 11:39 AM, Adam Wight adam.m.wight@gmail.com wrote:
Dear friends,
Recent events have made me curious to learn more about the Wikimedia Foundation's origins and history as a membership organization. The revelations about the Wikimedia Foundation Board elections being a recommendation for appointment rather than a direct vote seem to have
been
a surprise to many of us, and almost ten years after membership was eliminated, we see strongly suggestive "directly elected" language still being fixed on the Foundation's own Board elections page.[1]
Adam, thank you for starting this discussion. Eric Moeller announced to
the list in December 2006 that the bylaws had been changed and that we were no longer members, or as he said " [ m ] embership was previously described in the bylaws but not actually implemented." [1]
Sarah
https://lists.wikimedia.org/pipermail/wikimedia-l/2006-December/072001.html _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
"As a current WMF staff member, and having received a formal scolding two weeks ago for expressing my professional and personal opinions on this list--that a hierarchical corporate structure is completely inappropriate and ineffectual for running the Foundation--I don't feel safe editorializing about what membership could mean for the future of the Wikimedia movement. But I would be thrilled to see this discussion take place, and to contribute however I am able."
I find this paragraph deeply disturbing. Historically, members of the Wikimedia movement, including those who work directly for WMF, have been completely free to vehemently advocate their opinions about both how the work of the Wikimedia movement should be done, and about whether or not a particular line of behavior fell within our against our movement's values - including on public lists. Although it was on internal-l, I even remember a thread where a seniorish person in HR announced that they had just gotten a certification in something (I can't honestly recall what,) and it started a thread where multiple staff members started posted peer reviewed papers (and metareviews, etc,) published in highend journals that brought the value of what the HR person had gotten in to severe question - it basically made it look like at most it had absolutely no effect - and multiple staff members asked about whether or not the certification had been paid for by WMF, and if it had, asked the HR person to reimburse the cost of the cert because since there was solid evidence it was useless, it was a waste of donor money.
In all of the recent brouhaha, at least some WMF staffers have come forward with their opinions, and many more have made their opinions obvious. Historically, that's been a fine thing, and a lot of positive change has come about as a result of it. That's one of the things I loved about coming in to WMF as an intern and later as a contractor - I was encouraged to publicly question things if I thought they were flawed or I could improve process - and I did. Even though it wasn't at all my department, I remember within my first week as a communication intern noticing a severe flaw in the calculation of the metrics Zack Exley, a C level in a different department, was using. When I asked my boss what to do, her answer was pretty much "... if you're sure they're his metrics just email him. If you aren't sure whose they are, email internal asking. If you noticed an issue somewhere else, you should still absolutely get it fixed." I dropped Zack an email (who is now one of Bernie's senior advisors,) and he promptly gratefully fixed the problem though, iirc, it made his stats sad. While at WMF, I expressed strong opinions on both internal and foundation-l, was encouraged to do so regarding most things, and was joined in doing so by a lot of actual staffers.
I brought up a number of other relatively serious questions about practices and values while actively at WMF, including in public forums, and a lot of staffers did, too. I saw way more good things happen from staffers feeling free to openly speak out than bad things. It's disturbing to me that there's been a cultural shift towards a hierarchical structure that discourages open and blunt dialogue even on public lists - and it's a cultural shift that hasn't been talked about much outside of WMF directly. It's also iffy from a practical standpoint. I hate to call out a specific person, but *Tim Starling* has expressed extremely strong feelings about recent events in public on this list. You can't really fire Tim, or a number of other staffers who have spoken out publicly, because they are Wikimedia. If the culture inside WMF stays this way and people like Tim, WMF's longest standing employee get disciplined if they speak out publicly... The Wikimedia movement and the Wikimedia Foundation are going to rapidly diverge.
All of the content that WMF relies on to raise money is freely licensed, built by volunteers, and although difficult technically, is forkable. The social capital that allows WMF to raise $70m+ a year belongs far more to the movement than to the Foundation, and if they do start to diverge further, that's going to put WMF in a tough situation. I know one of the risks in the strat document this year is decreased revenue from fundraising... part of me is seriously starting to wonder if that's a risk pretty much created by WMF's recent behavor.
---- Kevin Gorman
On Tue, Jan 26, 2016 at 11:14 PM, Pine W wiki.pine@gmail.com wrote:
It would be interesting to know if the people who participated in that decision actually had the legal authority to make it. They might have, but this would be worth further inquiry.
Pine
On Tue, Jan 26, 2016 at 11:03 PM, SarahSV sarahsv.wiki@gmail.com wrote:
On Tue, Jan 26, 2016 at 11:39 AM, Adam Wight adam.m.wight@gmail.com wrote:
Dear friends,
Recent events have made me curious to learn more about the Wikimedia Foundation's origins and history as a membership organization. The revelations about the Wikimedia Foundation Board elections being a recommendation for appointment rather than a direct vote seem to have
been
a surprise to many of us, and almost ten years after membership was eliminated, we see strongly suggestive "directly elected" language
still
being fixed on the Foundation's own Board elections page.[1]
Adam, thank you for starting this discussion. Eric Moeller announced
to
the list in December 2006 that the bylaws had been changed and that we
were
no longer members, or as he said " [ m ] embership was previously described in the bylaws but not actually implemented." [1]
Sarah
https://lists.wikimedia.org/pipermail/wikimedia-l/2006-December/072001.html
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Hi Adam
The WMF has never been a membership based organization.
Actually, what happened (roughly) is this.
1) WMF is created in 2003. Legal obligation is to have at least 3 board members. Jimmy create it and ask two people working with him at that time to join the board. Those were Michael Davis and Tim Shell. Fairly standard situation, that I have seen over and over, upon creation of similar organizations. So at this point, all 3 board members are appointed.
Jimmy indicates that he thinks community members should have space on the board and that he will make sure something is done before one year to get two additional people on board. Jimmy transfers any already existing asset to WMF (that was basically a couple of servers, a couple of domain names...).
Keep in mind that at this point... the Foundation is basically nothing except an administrative entity. And an entity to which people can send money to get new servers instead of sending money to Jimmy. But there is nothing else. And certainly no complicated procedures, no mission statement, no office, no staff. Just a paper, a couple servers and quickly a bank account I suppose :)
Bylaws ? IF there were bylaws, these were quick copy and paste of generic bylaws for the purpose of having bylaws. I am not even sure there were some back then when it was *created*... I suppose there was something...
Honestly... that was NO ONE concern back in 2003. Our concern is that Wikipedia was Lohipedia. To be very specific... there were times where from France I could only access Wikipedia in the morning. As soon as America woke up, there was so much lag that Wikipedia was simply not accessible. Our concern was tech. And tech meant "who owns the servers" and "how do we buy servers" etc.
2) In the following year, Jimbo set up first real bylaws with Alex. Those were not specifically discussed with community from memory. I think what happened is that Alex told Jimbo we needed bylaws. Jimbo said yes. Alex drafted something. And done. Did they get through lengthy discussions and many lenses for proofing ? Not. Again... it was sincerely not the biggest concern then. And yes... these bylaws were VERY complicated with regards to membership. There were Contributing Members, Volunteer Active, Honorary etc. Why such a complexity ? Absolutely not in the perspective of board elections. It was made this way because at that time, it was perceived the way we would fund Wikipedia would be by membership fees.
We were looking for a model to fund us. First "inputs" were from Jimbo, his company and a few wealthy community members. But this was not sustainable. Original discussions included putting ads on the website (which led to the Spanish fork), selling tee-shirts, or getting fees from members...
3) A year after the creation, as promised, Jimbo made it so that a first vote be held to elect the first two trustees from the community (Angela and I). Tim and Richard stayed there, so practically we have 3 self-appointed and 2 elected. That was in 2004.
4) At the first board meeting in summer 2004, Angela, Jimbo and I discussed finances. To put things in perspective, the WMF was still pretty much a piece of paper, with a few servers, a bank account and a bunch of domain names. And bylaws of some sorts... Wikimedia DE was already created and Wikimedia FR was just starting, so we had a couple of chapters already. So logical thing to do at a board meeting... discussing those membership fees described in the bylaws and tossing figures. https://meta.wikimedia.org/wiki/Membership_fees This page is interesting on this matter.
At this point, who cares about "electing board members" and how members would elect or appoint board members ? We just had an election. All good. What matters really is "how do we collect this cash we need to operate Wikipedia".
5) Over the following few months, we discuss this membership concept and basically conclude that it is simply not implementable. The discussion is not only "amongst board members", but largely on the mailing lists and meta. The membership structure is too complicated. How do we ensure privacy (most participants are anonymous) with membership and fees (which is impossible if members are anonymous). How do we manage fees in a world where 60 dollars is nothing for one but a hell of a cost for another ? Do we give more decision weight to those giving more ? How do we manage many members given that we have... no staff ?
Do we seek professional opinion on this ? Yes and no. We have no cash to pay expert feedback.
So is that "membership" thing implemented ? No. Never.
6) It is only when Brad Patrick joins in probono that the conversation about bylaws and membership came turn into something more practical. Brad proposes to rewrite bylaws and we accept this help wholeheartedly.
By then... we are in 2005-2006 and beginning to figure out that we could manage without putting ads, without selling tee-shirts, without setting up that very complicated membership system... by simply asking for donations.
And the membership model, meant to fund Wikipedia, never implemented, goes down the drain.
Were those changes legal or not legal ? Well... I do not really see how it could be illegal actually... Given that membership has never been implemented... in effect... either the WMF had no members... or the only members were the board members.
Florence
PS: all of our story is colorful, not only the so-called membership :)
Le 26/01/16 19:39, Adam Wight a écrit :
Dear friends,
Recent events have made me curious to learn more about the Wikimedia Foundation's origins and history as a membership organization. The revelations about the Wikimedia Foundation Board elections being a recommendation for appointment rather than a direct vote seem to have been a surprise to many of us, and almost ten years after membership was eliminated, we see strongly suggestive "directly elected" language still being fixed on the Foundation's own Board elections page.[1]
It turns out that this history is colorful, the Foundation was a membership organization from 2003-2006 and Board seats were indeed, originally, intended to be directly elected by member-Wikimedians. It seems that the membership issue was never quite resolved. I've put some of my notes on metawiki, please forward to any wiki historians who might be interested in throwing their weight on a shovel.
https://meta.wikimedia.org/wiki/Wikimedia_Foundation_membership_controversy
As a current WMF staff member, and having received a formal scolding two weeks ago for expressing my professional and personal opinions on this list--that a hierarchical corporate structure is completely inappropriate and ineffectual for running the Foundation--I don't feel safe editorializing about what membership could mean for the future of the Wikimedia movement. But I would be thrilled to see this discussion take place, and to contribute however I am able.
A note to fellow staff: Anything you can say about this history is most likely protected speech under the Sarbanes-Oxley Act, since we're asking whether state and federal laws were violated.
In solidarity, Adam Wight [[mw:User:Adamw]]
[1] https://wikimediafoundation.org/w/index.php?title=Board_of_Trustees&diff... _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
From the discussion on the creation of Wikimedia I remember that there
definitely was an intention to have members involved in the election of the board. Apart from the appointed board members, there would be two community selected members - one chosen by the editing community, the other by the financial contributing community. However, because there was no membership yet at the time, the first two community board members were 'for now' both elected by the editing community. Later, when it was decided, or when it became clear, that there would not be paying members, the seat (with the extension of the board, seats) that had been intended to be filled by the paying members, was changed into the current chapter-selected board seats.
On Wed, Jan 27, 2016 at 1:58 AM, Florence Devouard fdevouard@gmail.com wrote:
Hi Adam
The WMF has never been a membership based organization.
Hi Anthere,
The bylaws as of September 2004 said: [1]
" This membership [ v olunteer active membership] shall consist of all persons interested in supporting the activities of the Foundation who have contributed under a user name to any Wikimedia project prior to the election ballot request deadline. The only other qualification for membership shall be the creation of a user account on some Wikimedia project."
And:
"Each Volunteer Active Member and each Contributing Active Member shall have the right to vote for the Volunteer User Representative to the Board of Trustees."
Does that not suggest that the Foundation had a voting membership, and that one form of membership was extended to anyone who had created a user account? It did not set up dues, but is that necessary to establish membership?
The bylaws were changed in 2006 and now say: "The Foundation does not have members."
Sarah
[1] https://wikimediafoundation.org/w/index.php?title=Bylaws&oldid=620#ARTIC... https://wikimediafoundation.org/w/index.php?title=Bylaws&oldid=620#ARTICLE_III:_MEMBERSHIP
Le 27/01/16 12:59, SarahSV a écrit :
On Wed, Jan 27, 2016 at 1:58 AM, Florence Devouard fdevouard@gmail.com wrote:
Hi Adam
The WMF has never been a membership based organization.
Hi Anthere,
The bylaws as of September 2004 said: [1]
" This membership [ v olunteer active membership] shall consist of all persons interested in supporting the activities of the Foundation who have contributed under a user name to any Wikimedia project prior to the election ballot request deadline. The only other qualification for membership shall be the creation of a user account on some Wikimedia project."
And:
"Each Volunteer Active Member and each Contributing Active Member shall have the right to vote for the Volunteer User Representative to the Board of Trustees."
Does that not suggest that the Foundation had a voting membership, and that one form of membership was extended to anyone who had created a user account? It did not set up dues, but is that necessary to establish membership?
I read you Sarah. Good point. Hmmm. But ianal...
I am sure it was discussed back then, but I forgot the details.
I contacted Brad on Facebook to suggest him to read the list. Perhaps he might be willing to comment on this ?
Flo
The bylaws were changed in 2006 and now say: "The Foundation does not have
members."
Sarah
[1] https://wikimediafoundation.org/w/index.php?title=Bylaws&oldid=620#ARTIC... https://wikimediafoundation.org/w/index.php?title=Bylaws&oldid=620#ARTICLE_III:_MEMBERSHIP _______________________________________________ Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard fdevouard@gmail.com wrote:
I read you Sarah. Good point. Hmmm.
But ianal...
I am sure it was discussed back then, but I forgot the details.
I contacted Brad on Facebook to suggest him to read the list. Perhaps he might be willing to comment on this ?
Flo
Hi Flo, thanks for doing that.
There's another reference to this in the 22 October 2004 board meeting, where you agreed certain changes to the bylaws, including "A volunteer member is not required to complete or sign and send any form to the Foundation." [1]
Sarah
1. https://wikimediafoundation.org/wiki/Meetings/October_22,_2004
On Wed, Jan 27, 2016 at 1:30 PM, SarahSV sarahsv.wiki@gmail.com wrote:
On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard fdevouard@gmail.com wrote:
I read you Sarah. Good point. Hmmm.
But ianal...
I am sure it was discussed back then, but I forgot the details.
I contacted Brad on Facebook to suggest him to read the list. Perhaps he might be willing to comment on this ?
Flo
Hi Flo, thanks for doing that.
There's another reference to this in the 22 October 2004 board meeting, where you agreed certain changes to the bylaws, including "A volunteer member is not required to complete or sign and send any form to the Foundation." [1]
Sarah
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
Is the question of whether the bylaws ever automatically created an actual class of members relevant? Is there something in either the bylaws or Florida law that would prohibit the board from changing the structure of the organization / eliminating members?
~Nathan
Le 27/01/16 19:30, SarahSV a écrit :
On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard fdevouard@gmail.com wrote:
I read you Sarah. Good point. Hmmm.
But ianal...
I am sure it was discussed back then, but I forgot the details.
I contacted Brad on Facebook to suggest him to read the list. Perhaps he might be willing to comment on this ?
Flo
Hi Flo, thanks for doing that.
There's another reference to this in the 22 October 2004 board meeting, where you agreed certain changes to the bylaws, including "A volunteer member is not required to complete or sign and send any form to the Foundation." [1]
Sarah
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
Not unsurprisingly. I wanted to make sure that all community members would have a say... not only those who happened to sign a document, disclosed their identities and perhaps paid a fee. This was my wish.
Further investigating on that matter later on showed that things were not so simple.
Of course, in a perfect world, we would have had full legal advice before agreeing on bylaws changes, PR advice on how to announce changes, assistant support to polish board meeting notes, and so on. We had none of that. I am amazed each time I see how much we changed :)
Thinking of "signing a document", the nearest thing we have at the moment is the signature system for OTRS agent on Phabricator. https://meta.wikimedia.org/wiki/Confidentiality_agreement_for_nonpublic_info...
Thanks Sarah
Florence
PS: I am
Hi Florence,
Thanks for jumping into this conversation and sharing your illuminating perspective as an "old timer" :-) I wanted to take a moment to also thank you for your initiatives at the time, it's thrilling to imagine what might have happened if more people had taken an interest in your "less easy way"[1] of developing membership into a concrete governance model like the Apache Software Foundation[2]. Without the open, constructive letters you were writing at the time to communicate between the Board and Wikimedians, we couldn't be having this conversation now.
I'd love to hear any more thoughts about how we might have, or still could, work around the Florida recordkeeping requirements,[3] Alex Roshuk for example suggested that our database may have been an adequate membership roster, because "names and addresses" could possibly be interpreted to allow for pseudonyms and email addresses or a WMF P.O. box, as long as there was no intent to defraud.[4] Brad Patrick's input on this would be invaluable as well, thank you for pinging him. It seems like he might have recognized that this was uncharted legal territory, and pushed for a conservative revision of the bylaws to reduce risks and eliminate the open questions?
Adam [[mw:User:Adamw]]
[1] https://lists.wikimedia.org/pipermail/wikimedia-l/2006-June/067648.html [2] http://www.apache.org/foundation/how-it-works.html [3] https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_membership_controv... [4] https://en.wikipedia.org/wiki/User_talk:The_Thadman/Give_Back_Our_Membership... "You seem to think that there is something irreconcilable with pseudonymous contributions and membership"
On Thu, Jan 28, 2016 at 2:46 AM, Florence Devouard fdevouard@gmail.com wrote:
Le 27/01/16 19:30, SarahSV a écrit :
On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard fdevouard@gmail.com
wrote:
I read you Sarah. Good point. Hmmm.
But ianal...
I am sure it was discussed back then, but I forgot the details.
I contacted Brad on Facebook to suggest him to read the list. Perhaps he might be willing to comment on this ?
Flo
Hi Flo, thanks for doing that.
There's another reference to this in the 22 October 2004 board meeting, where you agreed certain changes to the bylaws, including "A volunteer member is not required to complete or sign and send any form to the Foundation." [1]
Sarah
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
Not unsurprisingly. I wanted to make sure that all community members would have a say... not only those who happened to sign a document, disclosed their identities and perhaps paid a fee. This was my wish.
Further investigating on that matter later on showed that things were not so simple.
Of course, in a perfect world, we would have had full legal advice before agreeing on bylaws changes, PR advice on how to announce changes, assistant support to polish board meeting notes, and so on. We had none of that. I am amazed each time I see how much we changed :)
Thinking of "signing a document", the nearest thing we have at the moment is the signature system for OTRS agent on Phabricator.
https://meta.wikimedia.org/wiki/Confidentiality_agreement_for_nonpublic_info...
Thanks Sarah
Florence
PS: I am
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On Thu, Jan 28, 2016 at 2:49 AM Florence Devouard fdevouard@gmail.com wrote:
Le 27/01/16 19:30, SarahSV a écrit :
On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard fdevouard@gmail.com wrote:
I read you Sarah. Good point. Hmmm.
But ianal...
I am sure it was discussed back then, but I forgot the details.
I contacted Brad on Facebook to suggest him to read the list. Perhaps he might be willing to comment on this ?
Flo
Hi Flo, thanks for doing that.
There's another reference to this in the 22 October 2004 board meeting, where you agreed certain changes to the bylaws, including "A volunteer member is not required to complete or sign and send any form to the Foundation." [1]
Sarah
Wikimedia-l mailing list, guidelines at:
https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
Not unsurprisingly. I wanted to make sure that all community members would have a say... not only those who happened to sign a document, disclosed their identities and perhaps paid a fee. This was my wish.
Further investigating on that matter later on showed that things were not so simple.
Of course, in a perfect world, we would have had full legal advice before agreeing on bylaws changes, PR advice on how to announce changes, assistant support to polish board meeting notes, and so on. We had none of that. I am amazed each time I see how much we changed :)
Thinking of "signing a document", the nearest thing we have at the moment is the signature system for OTRS agent on Phabricator.
https://meta.wikimedia.org/wiki/Confidentiality_agreement_for_nonpublic_info...
Thanks Sarah
Florence
PS: I am
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
I need some help researching the history of the Wikimedia Foundation's membership status. It's very slow going, and we could use the help of people who understand nonprofit law, with experience practicing in Florida a definite plus.
In the meantime, here's one more interesting lead: [1] This is a list of filings made with the Florida Division of Corporations. Bylaws are not filed with the State [2], so I'm still unclear about how the Wikimedia Foundation would have reported the change from a membership to a non-membership organization. The last paragraph of this pamphlet addresses our question, unfortunately the pamphlet is written for Maine and not Florida: [3] I'll quote it here for convenience, because it's relevant, and sort of reassuring to know that other people have had the same problems.
It is not uncommon for an organization to have been established with
legal members years ago, without much thought given to the matter. Often, in the hustle and bustle of things, the membership aspect has withered away and the organization is no longer following its burdensome, albeit well-intentioned, articles and bylaws provisions on membership. A Board in this position can do one of three things: It can amend the articles and bylaws so as to become a non-membership organization (although usually this step requires the vote of the members, so can be easier said than done). It can change its practices so as to start complying with the membership provisions. A third and perilous option is to ignore the issue, and hope no one notices or cares.
Thanks, Adam [[mw:User:Adamw]] Disclaimer: I am employed full-time by the Wikimedia Foundation, but this is a personal letter. Statements made from this email account are my own, and may not reflect the views of the Foundation.
[1] http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquir... [2] https://efile.sunbiz.org/Profit_Filing_Help.html [3] http://www.nonprofitmaine.org/wp-content/uploads/2013/07/PrimerMembershipNon...
On Thu, Jan 28, 2016 at 11:58 AM Adam Wight adam.m.wight@gmail.com wrote:
Hi Florence,
Thanks for jumping into this conversation and sharing your illuminating perspective as an "old timer" :-) I wanted to take a moment to also thank you for your initiatives at the time, it's thrilling to imagine what might have happened if more people had taken an interest in your "less easy way"[1] of developing membership into a concrete governance model like the Apache Software Foundation[2]. Without the open, constructive letters you were writing at the time to communicate between the Board and Wikimedians, we couldn't be having this conversation now.
I'd love to hear any more thoughts about how we might have, or still could, work around the Florida recordkeeping requirements,[3] Alex Roshuk for example suggested that our database may have been an adequate membership roster, because "names and addresses" could possibly be interpreted to allow for pseudonyms and email addresses or a WMF P.O. box, as long as there was no intent to defraud.[4] Brad Patrick's input on this would be invaluable as well, thank you for pinging him. It seems like he might have recognized that this was uncharted legal territory, and pushed for a conservative revision of the bylaws to reduce risks and eliminate the open questions?
Adam [[mw:User:Adamw]]
[1] https://lists.wikimedia.org/pipermail/wikimedia-l/2006-June/067648.html [2] http://www.apache.org/foundation/how-it-works.html [3] https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_membership_controv... [4] https://en.wikipedia.org/wiki/User_talk:The_Thadman/Give_Back_Our_Membership... "You seem to think that there is something irreconcilable with pseudonymous contributions and membership"
On Thu, Jan 28, 2016 at 2:46 AM, Florence Devouard fdevouard@gmail.com wrote:
Le 27/01/16 19:30, SarahSV a écrit :
On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard fdevouard@gmail.com
wrote:
I read you Sarah. Good point. Hmmm.
But ianal...
I am sure it was discussed back then, but I forgot the details.
I contacted Brad on Facebook to suggest him to read the list. Perhaps he might be willing to comment on this ?
Flo
Hi Flo, thanks for doing that.
There's another reference to this in the 22 October 2004 board meeting, where you agreed certain changes to the bylaws, including "A volunteer member is not required to complete or sign and send any form to the Foundation." [1]
Sarah
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
Not unsurprisingly. I wanted to make sure that all community members would have a say... not only those who happened to sign a document, disclosed their identities and perhaps paid a fee. This was my wish.
Further investigating on that matter later on showed that things were not so simple.
Of course, in a perfect world, we would have had full legal advice before agreeing on bylaws changes, PR advice on how to announce changes, assistant support to polish board meeting notes, and so on. We had none of that. I am amazed each time I see how much we changed :)
Thinking of "signing a document", the nearest thing we have at the moment is the signature system for OTRS agent on Phabricator.
https://meta.wikimedia.org/wiki/Confidentiality_agreement_for_nonpublic_info...
Thanks Sarah
Florence
PS: I am
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On Thu, Jan 28, 2016 at 2:49 AM Florence Devouard fdevouard@gmail.com wrote:
Le 27/01/16 19:30, SarahSV a écrit :
On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard <fdevouard@gmail.com
wrote:
I read you Sarah. Good point. Hmmm.
But ianal...
I am sure it was discussed back then, but I forgot the details.
I contacted Brad on Facebook to suggest him to read the list. Perhaps
he
might be willing to comment on this ?
Flo
Hi Flo, thanks for doing that.
There's another reference to this in the 22 October 2004 board meeting, where you agreed certain changes to the bylaws, including "A volunteer member is not required to complete or sign and send any form to the Foundation." [1]
Sarah
Wikimedia-l mailing list, guidelines at:
https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
Not unsurprisingly. I wanted to make sure that all community members would have a say... not only those who happened to sign a document, disclosed their identities and perhaps paid a fee. This was my wish.
Further investigating on that matter later on showed that things were not so simple.
Of course, in a perfect world, we would have had full legal advice before agreeing on bylaws changes, PR advice on how to announce changes, assistant support to polish board meeting notes, and so on. We had none of that. I am amazed each time I see how much we changed :)
Thinking of "signing a document", the nearest thing we have at the moment is the signature system for OTRS agent on Phabricator.
https://meta.wikimedia.org/wiki/Confidentiality_agreement_for_nonpublic_info...
Thanks Sarah
Florence
PS: I am
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
Hi Adam
I believe you better understand how the robbery happened by studying the way the composition of the Board and WMF's senior functionaries rotated between 2005 to 2010. You can access these online from the government websites where WMF filed them
David
On 3/9/16, Adam Wight adam.m.wight@gmail.com wrote:
I need some help researching the history of the Wikimedia Foundation's membership status. It's very slow going, and we could use the help of people who understand nonprofit law, with experience practicing in Florida a definite plus.
In the meantime, here's one more interesting lead: [1] This is a list of filings made with the Florida Division of Corporations. Bylaws are not filed with the State [2], so I'm still unclear about how the Wikimedia Foundation would have reported the change from a membership to a non-membership organization. The last paragraph of this pamphlet addresses our question, unfortunately the pamphlet is written for Maine and not Florida: [3] I'll quote it here for convenience, because it's relevant, and sort of reassuring to know that other people have had the same problems.
It is not uncommon for an organization to have been established with
legal members years ago, without much thought given to the matter. Often, in the hustle and bustle of things, the membership aspect has withered away and the organization is no longer following its burdensome, albeit well-intentioned, articles and bylaws provisions on membership. A Board in this position can do one of three things: It can amend the articles and bylaws so as to become a non-membership organization (although usually this step requires the vote of the members, so can be easier said than done). It can change its practices so as to start complying with the membership provisions. A third and perilous option is to ignore the issue, and hope no one notices or cares.
Thanks, Adam [[mw:User:Adamw]] Disclaimer: I am employed full-time by the Wikimedia Foundation, but this is a personal letter. Statements made from this email account are my own, and may not reflect the views of the Foundation.
[1] http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquir... [2] https://efile.sunbiz.org/Profit_Filing_Help.html [3] http://www.nonprofitmaine.org/wp-content/uploads/2013/07/PrimerMembershipNon...
On Thu, Jan 28, 2016 at 11:58 AM Adam Wight adam.m.wight@gmail.com wrote:
Hi Florence,
Thanks for jumping into this conversation and sharing your illuminating perspective as an "old timer" :-) I wanted to take a moment to also thank you for your initiatives at the time, it's thrilling to imagine what might have happened if more people had taken an interest in your "less easy way"[1] of developing membership into a concrete governance model like the Apache Software Foundation[2]. Without the open, constructive letters you were writing at the time to communicate between the Board and Wikimedians, we couldn't be having this conversation now.
I'd love to hear any more thoughts about how we might have, or still could, work around the Florida recordkeeping requirements,[3] Alex Roshuk for example suggested that our database may have been an adequate membership roster, because "names and addresses" could possibly be interpreted to allow for pseudonyms and email addresses or a WMF P.O. box, as long as there was no intent to defraud.[4] Brad Patrick's input on this would be invaluable as well, thank you for pinging him. It seems like he might have recognized that this was uncharted legal territory, and pushed for a conservative revision of the bylaws to reduce risks and eliminate the open questions?
Adam [[mw:User:Adamw]]
[1] https://lists.wikimedia.org/pipermail/wikimedia-l/2006-June/067648.html [2] http://www.apache.org/foundation/how-it-works.html [3] https://meta.wikimedia.org/wiki/Talk:Wikimedia_Foundation_membership_controv... [4] https://en.wikipedia.org/wiki/User_talk:The_Thadman/Give_Back_Our_Membership... "You seem to think that there is something irreconcilable with pseudonymous contributions and membership"
On Thu, Jan 28, 2016 at 2:46 AM, Florence Devouard fdevouard@gmail.com wrote:
Le 27/01/16 19:30, SarahSV a écrit :
On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard fdevouard@gmail.com
wrote:
I read you Sarah. Good point. Hmmm.
But ianal...
I am sure it was discussed back then, but I forgot the details.
I contacted Brad on Facebook to suggest him to read the list. Perhaps he might be willing to comment on this ?
Flo
Hi Flo, thanks for doing that.
There's another reference to this in the 22 October 2004 board meeting, where you agreed certain changes to the bylaws, including "A volunteer member is not required to complete or sign and send any form to the Foundation." [1]
Sarah
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
Not unsurprisingly. I wanted to make sure that all community members would have a say... not only those who happened to sign a document, disclosed their identities and perhaps paid a fee. This was my wish.
Further investigating on that matter later on showed that things were not so simple.
Of course, in a perfect world, we would have had full legal advice before agreeing on bylaws changes, PR advice on how to announce changes, assistant support to polish board meeting notes, and so on. We had none of that. I am amazed each time I see how much we changed :)
Thinking of "signing a document", the nearest thing we have at the moment is the signature system for OTRS agent on Phabricator.
https://meta.wikimedia.org/wiki/Confidentiality_agreement_for_nonpublic_info...
Thanks Sarah
Florence
PS: I am
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
On Thu, Jan 28, 2016 at 2:49 AM Florence Devouard fdevouard@gmail.com wrote:
Le 27/01/16 19:30, SarahSV a écrit :
On Wed, Jan 27, 2016 at 8:28 AM, Florence Devouard <fdevouard@gmail.com
wrote:
I read you Sarah. Good point. Hmmm.
But ianal...
I am sure it was discussed back then, but I forgot the details.
I contacted Brad on Facebook to suggest him to read the list. Perhaps
he
might be willing to comment on this ?
Flo
Hi Flo, thanks for doing that.
There's another reference to this in the 22 October 2004 board meeting, where you agreed certain changes to the bylaws, including "A volunteer member is not required to complete or sign and send any form to the Foundation." [1]
Sarah
Wikimedia-l mailing list, guidelines at:
https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines
New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l,
mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
Not unsurprisingly. I wanted to make sure that all community members would have a say... not only those who happened to sign a document, disclosed their identities and perhaps paid a fee. This was my wish.
Further investigating on that matter later on showed that things were not so simple.
Of course, in a perfect world, we would have had full legal advice before agreeing on bylaws changes, PR advice on how to announce changes, assistant support to polish board meeting notes, and so on. We had none of that. I am amazed each time I see how much we changed :)
Thinking of "signing a document", the nearest thing we have at the moment is the signature system for OTRS agent on Phabricator.
https://meta.wikimedia.org/wiki/Confidentiality_agreement_for_nonpublic_info...
Thanks Sarah
Florence
PS: I am
Wikimedia-l mailing list, guidelines at: https://meta.wikimedia.org/wiki/Mailing_lists/Guidelines New messages to: Wikimedia-l@lists.wikimedia.org Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/wikimedia-l, mailto:wikimedia-l-request@lists.wikimedia.org?subject=unsubscribe
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