[Foundation-l] bylaws

Ray Saintonge saintonge at telus.net
Sat Aug 12 22:39:33 UTC 2006

Anthere wrote:

>It seems that amongst the most important and urgent issues we have to 
>fix, are.... the bylaws.
Yes the by-laws are important, but fully understanding the underlying 
ideas is more important than the actual wording of the by-laws. 

>And after thinking deeply about it, I have decided that
>* I would like the feedback of the legal-able on the current version.
>* I would like the feedback of the community on the whole "membership" 
I'm not sure what you mean by the term "legal-able", so I won't comment 
on that at this time.

I don't think that having no members is much help.  Then turning around 
and having trustees elected by the Community when the term "Community" 
is not even defined only makes matters worse.  If you have members who 
are real people they have implicit rights in that capacity, such as the 
right to inspect certain records of the Foundation.  What, if any, 
rights can be attributed to an undefined community?  If by "Community" 
we mean the Community of communities each of which is a wikipedia, or 
wiktionary, or wikibooks in a different language or a national chapter, 
things get even more bizarre because that removes the Board from the 
editors by one more step.

Single sign-on has been imminent for a long time.  Fundamentally, a 
member at any given time could be any signed-on person with at least a 
predetermined number of edits in the past year

>'cause right now, the "membership" issue is in limbo. And being in 
>limbo, the new bylaws can't be approved.
>If you guys could come up with a
>* decent
>* reasonable
>* legally feasible
>* technically implementable
>That would be really cool.
>Please try to not troll. This is serious business. But for the legal 
>able, please avoid editing the live version, but rather edit the 
>discussion page. Be practical (submit a solution rather than just 
>complain or grumble).
>Of course, current candidates are *more* than welcome to have an opinion 
>on this.
>It is here ------> http://meta.wikimedia.org/wiki/Bylaws_update
My first general observation about this set of by-laws is that they 
should not contain what does not need to be contained.  By-laws are 
about establishing a structure that allows an organization to function.  
Beginning with the first section, what's the purpose of showing the web 
address in the by-laws?  References to any websites should not be in the 
by-laws since these are subject to often daily change.  A look at the 
edit history of [[Wiki]] will be enough to substantiate that.

The Statement of Purpose needs to be greatly simplified.  Many of the 
details here can be expected to change over time.  Why not simply say 
something like:

    * The purpose of The Foundation is to promote and institute the
      universal free access to all knowledge based on the principles of
      mutual respect of editors, neutral point of view and respect for

The current section on "Community" is nothing more than an exercise in 
condescension.  It purports to support communities without saying what 
that really means.

The key issue now is number and composition.  I'm not dealing now with 
some of the issues in this part, but this should not imp[ly that I am 
without opinions. 

I am not entirely opposed to an open-ended maximum for the number of 
trustees, but there needs to be some recognition that if the total 
number of trustees becomes too high the Board could become unmanageable.

If the total number of Trustees is to be flexible it is not appropriate 
that the number of member elected trustees could remain stuck at two.  I 
would suggest that at least 2/3 of the Trustees be from the community, 
and that at least 1/3 of the Trustees be elected by the community.  (To 
be clear, hat 1/3 would be included in the previous 2/3.)  This would 
leave the remainder as potentially from outside.  It should be noted 
that if a 3/4 vote is required for certain fundamental changes it would 
be very difficult for rogue membership to subvert the purposes of the 

The other restriction would be to forbid the appointment of any person 
to the Board if that would result in the majority of the Board being 
citizens of any one country.

The dissolution clause should specify who decides the allocation of 
remaining funds to other charities.  Preference should be given to other 
organizations with a similar purpose.  It should also be made clear that 
to the extent that those funds had a foreign origin they could also be 
distributed to foreign entities, notably chapters with a status similar 
to that provided by IRC 501(c)(3) under foreign law.

A simple majority is too low for by-law amendments.

Are seals still legally required in Florida?  This seems to be an 
obsolete concept in some jurisdictions.

There are other matters in the proposed by-laws that I would suggest 
changing, but these are relatively less important.  I'll save those 
comments for later.


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