[Foundation-l] bylaws (second call) Beyond membership

Birgitte SB birgitte_sb at yahoo.com
Tue Aug 15 14:49:42 UTC 2006

I find the conversation about the benefits of having
members of the Foundation really interesting and it
has me thinking about the opposite scenario. 

Lets examine what *is* the WMF if it does not have

According to the Bylaws update:  A group of at least 5
trustees where at least 2 are brought in from the
community at large.  These (at least 2) community
members are voted on by the community where the
"dates, rules and regulation of the voting procedures"
are set by (the at least 5) trustees of the WMF.  This
vote is overseen by two people from the community
chosen by the (at least 5) trustees.  The other
trustees not run through some form of community vote
are chosen by a vote of  the (at least 5) trustees.

A cynical view of this set-up is that it could become
easily self-selecting by a very small group.  Even the
trustees elected by the community can be pretty much
controlled by setting "dates, rules and regulation of
the voting procedures" in a certain fashion.  There
are not even any requirements for the advertising of
such an election.  I will enumerate all the ways this
could allow a corrupt board to have a large hand in
picking the (at least 2) trustees from the community
as there are more than a dozen tactics.

Also notice that any of trustees elected by the board
to fill a vacancy remain until among other things
their "removal from office".  Now a vacancy can be
created by anything including expansion of the board. 
This means any new non-community elected board members
can somehow be removed by board.  There are no
specifications of limits on how they would be removed,
so any resolution that passes would probably do the
job.  This could be a board expansion seat, Tim's
replacement, basically any future trustees not from
the community elections.  The significance of this is
people could believe they are leaving the WMF in good
hands by ensuring a particular replacement or
expansion of the board, however any new trustees
elected by the board can be easily removed by any
future board even ten years later.  This could one day
apply to *all* non-community elected trustees simply
due to mortality.  

After looking at this with a cynical eye, I do not
think these are a good set of bylaws to govern the
future of WMF.  It would be just too easy for a couple
of corrupt people with a little bit of patience to
effectively take control of the board at some point in
the future.  It has been pointed out that having
members would be an effective legally mandated way to
have a final check against such a possibility. 
However it would be much better to write the by-laws
with internal checks and balances rather than to rely
on a last resort vote of the membership.  If it really
ever came to that vote the corrupt board could do a
great deal of damage by passing various resolutions
while the membership is being marshaled.

My personal opinion is that we should develop some
satisfactory by-laws to protect the WMF and its
mission.  After such protections have been drafted as
bylaws we should then examine what benefits would then
be gained by having members.  Right now membership
looks good because the by-laws are not.  I don't know
that once we have a good set of by-laws membership
would still be worth the hassle or the divisiveness
that it would entail.  However I am strongly against
the bylaws being modified to remove the membership
clause without other significant changes being made.


PS None of my concerns are regarding any current
trustees.  I am simply imagining worst case scenario

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