[Foundation-l] bylaws (second call)

Erik Moeller eloquence at gmail.com
Tue Aug 15 02:38:28 UTC 2006

On 8/15/06, Anthony <wikilegal at inbox.org> wrote:
> Under the Florida Statutes, the members of a non-profit have a right
> to remove any board member upon a majority vote.  (Florida Statutes
> 617.0808)  So no, legal membership would make a difference if a few
> board members did something outrageously stupid.

I didn't realize that (note to self: read Florida Statutes). That's a
pretty compelling argument for membership -- it could be a long term
safeguard for the Foundation's principles. Do you think chapter
membership could be treated as equivalent to membership in the

> "If a corporation has no members or its members do not have the right
> to vote, the directors shall have the sole voting power."  (Florida
> Statutes 617.0721).  If "it is perfectly possible" to do so, then I
> for one would like to see an example of a US non-profit organization,
> with no members, that elects its directors - preferably a Florida one.

I think without legal membership, the current election should be seen
as a poll which is interpreted as binding by the Board, but which
could be legally interpreted otherwise. That is not an ideal situation
if our position is that we trust the many more than the few.

> What would you consider too small a number of members as compared to
> active volunteers, and why would you consider this number too small?

I think that depends on exactly where membership would be relevant.
Would there be members-only mailing lists? Would participation in the
committees require membership?

> Regarding anonymity, I think that keeping Wikimedia governance
> separate from Wikipedia editing (for example) increases anonymity.  In
> order to have elections you have to have some sense of identity,
> otherwise sockpuppetry would run rampant.  But that identity doesn't
> have to be connected to your edit history.

Do membership records have to be public?


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