[Foundation-l] bylaws (second call)

Ray Saintonge saintonge at telus.net
Mon Aug 14 00:00:18 UTC 2006

Erik Zachte wrote:

>**Purpose of Bylaws**
>About the Bylaws: can someone explain to me what the Bylaws are for? I would
>think laws, and bylaws for that matter, serve at least two purposes:
>1 Serve as binding guidelines for conduct, in other words communicate wanted
>and unwanted behaviour a priori.
>2 Act as a final frame of reference a posteriori for how to resolve
>conflict, when disputes arise over these guidelines.
>A lawyer can certainly improve on these impromptu definitions.
>1 Is always useful, even when all affairs are conducted in harmony. If we
>decide on wanted behaviour lets put it down to writing.
>2 Is what laws tend to be associated with in the first place. They give
>guidance in times of conflict, be it between nations, an individual and a
>state, a board and a community, etc. They form a frame of reference that
>(hopefully) is still recognized by contesting parties a posteriori, and if
>not, at least serves to show that the party in power is consistent in its
Not all laws (or by-laws) relate to disputed situations.  For the most 
part by-laws lay down the ground rules for how an organization will 
operate.  The best by-laws reflect existing practice.

>**Solidity of proposed Bylaws**
>So I ask myself: for whom are these guidelines in the Wikimedia Bylaws and
>to whom are they binding?
>Parts of the Bylaws are very detailed. For example article IV section 4
>about board meetings is the longest section and deals in detailed legalistic
>terms with how board members can not get around each other.
Having detailed rules is not unusual.  Sometimes it's favourable.  I may 
disagree with some specific provisions, but I have no argument over the 
length of details.  Compared to by-laws that I have previously drafted 
myself for other organizations, these are short.

>I can't help but smile when I read:
>"Notice of any special meeting shall be given at least ten (10) days before
>the meeting by written notice delivered personally, or by email, chat, or
>fax to each Trustee at his business address, unless in case of emergency,
>the chair of the Board of Trustees or the vice-chair of the Foundation shall
>prescribe a shorter notice to be given personally or by communicating to
>each Trustee at his email address, residence or business address in like
>Of course 'state of emergency' leaves plenty of room for interpretation.
>Lawyers thrive by the unavoidable ambiguities of language.
Sometimes it even helps to include avoidable ones.  This allows the 
parties to be satisfied by interpreting the same clause in opposing 
ways.  Most often that clause deals with an unlikely eventuality, and 
never has to be tested.

>Now the bylaws really come to life when a serious dispute occurs, let us say
>for arguments sake, between the board and the community. As I said earlier
>on several occasions: that is a hypothetical question, but of immense
>relevance, and to be discussed before the situation arises, in other words
The rights of the community are exactly as described in the by-laws, and 
that community is exactly as defined in the by-laws. 

>When a serious dispute occurs the community is pretty much powerless. They
>may have voted only for a minority of the board, as they effectively did up
>till now. This does not change with the proposed amendments to the Bylaws.
>Although the Bylaws allow for more than two community elected members
>(Article IV section 3) they give no guarantees, they don't even specify
>which proportion of the (possibly enlarged) board should be true
>representatives, it is all at the discretion of the board.
Don't worry about it.  The guarantee of two elected community 
representatives can be amended by a simple majority vote of the Board.  
That will guarantee you right to stop worrying.

In any corporation members (or shareholders) have rights in relation to 
the corporation.  The absence of members protects the corporation from 
the embarassments that members sometimes raise.


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