F. HONORARY MEMBERSHIP: An Honorary membership may be bestowed upon any person or organization who has made a significant contribution to the Foundation upon a recommendation by the Board of Directors and approval by the general membership at the General Meeting of the Foundation. Honorary members shall not be required to pay dues and shall not be eligible to hold office or vote.
What do we define as approval by the general membership ?
Anthere wrote:
F. HONORARY MEMBERSHIP: An Honorary membership may be bestowed upon any person or organization who has made a significant contribution to the Foundation upon a recommendation by the Board of Directors and approval by the general membership at the General Meeting of the Foundation. Honorary members shall not be required to pay dues and shall not be eligible to hold office or vote.
What do we define as approval by the general membership ?
A vote.
Anthere wrote:
F. HONORARY MEMBERSHIP: An Honorary membership may be bestowed upon any person or organization who has made a significant contribution to the Foundation upon a recommendation by the Board of Directors and approval by the general membership at the General Meeting of the Foundation. Honorary members shall not be required to pay dues and shall not be eligible to hold office or vote.
What do we define as approval by the general membership ?
Normally this would refer to a meeting of all members; including this reference suggests that a vote at other times, such as by a general vote on a Meta page, would not be valid. Unfortunately, no provision has been made in the by-laws for such a meeting. There is also nothing in the by-laws to define "Board of Directors". The simple fact that the term was used suggests that it is at least something different from the Board of Trustees.
Ec
On Jan 24, 2004, at 11:00, Ray Saintonge wrote:
There is also nothing in the by-laws to define "Board of Directors". The simple fact that the term was used suggests that it is at least something different from the Board of Trustees.
Florida statutes section 617.01401, paragraph 2: '"Board of directors" means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated, including, but not limited to, managers or trustees.'
(Out of curiosity, why aren't we using the wikilegal-l list? It's there for a reason; in no small part for future reference via the archives.)
-- brion vibber (brion @ pobox.com)
Brion Vibber wrote:
On Jan 24, 2004, at 11:00, Ray Saintonge wrote:
There is also nothing in the by-laws to define "Board of Directors". The simple fact that the term was used suggests that it is at least something different from the Board of Trustees.
Florida statutes section 617.01401, paragraph 2: '"Board of directors" means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated, including, but not limited to, managers or trustees.'
I'm not challenging Florida law on this. Rather the point is that if only one Board exists in an organization, the same name should be used consistently. Having two separate Boards with different duties is a real possibility, and the use of both terms lends support to that. I raised the issue last summer with the suggestion that a Board of Trustees would be charged with maintaining the focus and integrity of the project, and insuring that it adheres to a few key principles. The Board of Trustees in the by-laws seems to do that. A "Board of Directors" would have broader responsibilities relating to the general management of the project. The Trustees would have the power to overrule the Directors on matters that violated key principles.
(Out of curiosity, why aren't we using the wikilegal-l list? It's there for a reason; in no small part for future reference via the archives.)
Speaking only for myself, I find that I already receive enough messages without subscribing to yet another list.
Ec
Ray Saintonge a écrit:
Brion Vibber wrote:
On Jan 24, 2004, at 11:00, Ray Saintonge wrote:
There is also nothing in the by-laws to define "Board of Directors". The simple fact that the term was used suggests that it is at least something different from the Board of Trustees.
Florida statutes section 617.01401, paragraph 2: '"Board of directors" means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated, including, but not limited to, managers or trustees.'
I'm not challenging Florida law on this. Rather the point is that if only one Board exists in an organization, the same name should be used consistently. Having two separate Boards with different duties is a real possibility, and the use of both terms lends support to that. I raised the issue last summer with the suggestion that a Board of Trustees would be charged with maintaining the focus and integrity of the project, and insuring that it adheres to a few key principles. The Board of Trustees in the by-laws seems to do that. A "Board of Directors" would have broader responsibilities relating to the general management of the project. The Trustees would have the power to overrule the Directors on matters that violated key principles.
You mention a sort of council then ?
Anthere wrote:
Ray Saintonge a écrit:
Brion Vibber wrote:
On Jan 24, 2004, at 11:00, Ray Saintonge wrote:
There is also nothing in the by-laws to define "Board of Directors". The simple fact that the term was used suggests that it is at least something different from the Board of Trustees.
Florida statutes section 617.01401, paragraph 2: '"Board of directors" means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated, including, but not limited to, managers or trustees.'
I'm not challenging Florida law on this. Rather the point is that if only one Board exists in an organization, the same name should be used consistently. Having two separate Boards with different duties is a real possibility, and the use of both terms lends support to that. I raised the issue last summer with the suggestion that a Board of Trustees would be charged with maintaining the focus and integrity of the project, and insuring that it adheres to a few key principles. The Board of Trustees in the by-laws seems to do that. A "Board of Directors" would have broader responsibilities relating to the general management of the project. The Trustees would have the power to overrule the Directors on matters that violated key principles.
You mention a sort of council then ?
Sort of, yes. The approach that was taken to the by-laws was bound to create a furor. People who have bought into an intellectually free environment are bound to react badly when a proposed governance is seen as being imposed in a top down matter, and they see themselves as powerless when it comes to real decision making. In most organizations people can't run away fast enough when the time comes to discuss by-laws, but they are quick to complain when the by-laws as adopted work to their disadvantage. In other situations one person is under pressure to produce something, and he writes up an incomplete or inadequate document. This is then adopted by a small group of people who are anxious to get the whole thing behind them.
A common result is then that an organization is shaped by its by-laws, when the reverse should be happening. When a dispute arises in relation to a by-law matter those with a passion for acting lawfully will tend to read by-laws very literally without regard to the intent of the drafters, assuming that that intent can be determined at all. If what was actually written in the by-laws conflicts with the intent of the drafters that's too bad. We do well to try avoiding that situation.
The by-laws document that has been presented to us is credible as a first draft. To have any kind of progress at all it takes one person to sit down and write such a draft. This gives a basic structure to the overall document, and initiates most of the points that need to be included. That becomes the basis for further discussion.
Many valid concerns have been raised about this first draft. That was to be expected from this fractious community. Among the important issues have been the general role of the membership in the broad governance of Wikimedia Inc., and the autonomy of the separte projects within the family.
The three areas that require addressing: 1. The core values and how to protect them, including a statement pf principles. 2. The general administrative operations affecting all projects 3. The issues that that are best decided at the project level
The by-laws should define these respective roles as clearly as possible.
Ec
From: "Ray Saintonge" saintonge@telus.net
Anthere wrote:
What do we define as approval by the general membership ?
Normally this would refer to a meeting of all members; including this reference suggests that a vote at other times, such as by a general vote on a Meta page, would not be valid.
<..snip..>
Why can't members vote without a meeting? It says the board may vote without a meeting in art. IV, sec. 4 then members can vote without a meeting too. We have already had voting on meta, there is nothing here that says we can't continue to do that as long as some kind of balloting process is respected.
<..snip..>
Unfortunately, no provision has been made in the by-laws for such a
meeting. <..snip..>
Just because it does not state anything does not mean it cannot occur, the Board of Trustees has the authority in Art. XIX, sec. 5 to do anything that is not inconsistent with the bylaws.
Maybe you just need to ask the Board of Trustees to pass a resolution calling a membership meeting.
There is also nothing in the by-laws to define "Board of Directors". The simple fact that the term was used suggests that it is at least something different from the Board of Trustees.
Maybe it was a typo? There seem to be a few typos in the document. Maybe this is why it is not signed. That would seem to indicate that it is a draft.
Alex756
Alex T. wrote:
From: "Ray Saintonge" saintonge@telus.net
Anthere wrote:
What do we define as approval by the general membership ?
Normally this would refer to a meeting of all members; including this reference suggests that a vote at other times, such as by a general vote on a Meta page, would not be valid.
<..snip..>
Why can't members vote without a meeting? It says the board may vote without a meeting in art. IV, sec. 4 then members can vote without a meeting too. We have already had voting on meta, there is nothing here that says we can't continue to do that as long as some kind of balloting process is respected.
The passage in question was in the definition of Honorary Member: "approval by the general membership at the General Meeting of the Foundation". This seems to imply that one would be held, but the idea of a general meeting of members is mostly left undefined, and appears nowhere else in the by-laws
<..snip..>
Unfortunately, no provision has been made in the by-laws for such a
meeting. <..snip..>
Just because it does not state anything does not mean it cannot occur, the Board of Trustees has the authority in Art. XIX, sec. 5 to do anything that is not inconsistent with the bylaws.
Maybe you just need to ask the Board of Trustees to pass a resolution calling a membership meeting.
Yes, they could do that.
There is also nothing in the by-laws to define "Board of Directors". The simple fact that the term was used suggests that it is at least something different from the Board of Trustees.
Maybe it was a typo? There seem to be a few typos in the document. Maybe this is why it is not signed. That would seem to indicate that it is a draft.
Agreed, because several of the problems could be improved by rewording without changing the apparent intent. One clear typo is that "Article XIX" should really read "Article IX".
Ec
Alex T. a écrit:
From: "Ray Saintonge" saintonge@telus.net
Anthere wrote:
What do we define as approval by the general membership ?
Normally this would refer to a meeting of all members; including this reference suggests that a vote at other times, such as by a general vote on a Meta page, would not be valid.
<..snip..>
Why can't members vote without a meeting? It says the board may vote without a meeting in art. IV, sec. 4 then members can vote without a meeting too. We have already had voting on meta, there is nothing here that says we can't continue to do that as long as some kind of balloting process is respected.
I certainly hope we can vote without physical meeting. Or there would be no vote at all :-)
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