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

Ray Saintonge saintonge at telus.net
Thu Aug 17 07:03:49 UTC 2006

This thoughtful analysis is consistent with my own views.  Another 
Wikipedian has gone so far as to apply the undiplomatic term "stacked 
board".  It is not constructive to treat that view as an "insult"; it is 
simply not difficult to arrive at that perception based only on the 
current by-laws as they are written.

Two important points by Brad that sunk in at Wikimania are that the 
Foundation is distinct from the community, and, even more importantly, 
that most of what we are doing is leading us into uncharted legal 
territory.  If we are to go forward into that uncharted territory we 
need to abandon any preconceptions about how an organization runs, and 
give ample consideration to all the details that we are likely to 
encounter.  There is no need to blindly accept corporatist assumptions.  
It is also an acute observation to point out that WMF is a foundation in 
name only.  As I have always understood that term, a foundation is set 
up for the sole purpose of managing a pool of funds to other charitable 
organizations who in turn perform the good works.  These foundations 
often begin with an impressive contribution, as has been the case with 
the Bill and Melinda Gates Foundation.  WMF now has a cash reserve in 
the bank which it did not have at the beginning.  Since then the 
contributions have been from thousands of individuals who believed in 
the underlying projects (mostly Wikipedia).

Membership is about belonging.  It's about believing that one's fifteen 
minutes of fame was worth something.  Michael Snow rightly pointed out 
that an exercise of the legal rights provided by Florida law would have 
ridiculously little chance of success.  I suppose that it's a by-product 
of legal training to look at rights with gavelled glasses.  If it ever 
got to that we would be in much worse shape than we are now.  Contrast 
membership with with the proposed reference to the "Community".  To me 
that clause in context pats everybody on the back, and says, "Good job!  
Now let the experts take over."  Some of us have had our fill of 
experts, and believe that experts share a great deal of the 
responsibility for creating the proprietary mess that we seek to 
remedy.  We need proper membership.

Some interesting ideas have arisen about who should be a member.  Simply 
basing it on paying a membership fee would likely be 
counter-productive.  Perhaps it could be an option for some people, but 
I doubt that it would ever account for a significant protion of our 
membrship.  Using it as a way of involving people who are not on line 
makes no sense since the nature of what we do depends on being on line.  
Our existing by-laws provide for one of the elected directors to 
represent paying members, but that discussion became bogged down over 
who should become a member at a reduced rate.  I don't see any will 
anywhere to repeat that mistake.

Using a person's total edits on all projects as a qualification  may be 
a workable idea.  This should work more easily with a single sign-on 
scheme.  I would suggest a minimum of 200 edits in the past year.  This 
should be enough to weed out sockpuppets and one day wonders..  Once a 
person has  reached eligibility he would need to opt in.  Eligibility to 
renew membership would follow the same lines.  A person who is 
ineligible at renewal time  could be dropped from the membership roles.

I have no particular problem with having my name in a membership list 
somewhere, but I realize that others do.  I would want to know more 
about the Florid Statute before committing myself to a position on this.


Anthere wrote:

>Birgitte SB wrote:
>>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
>I agree with much of what you write above.
>I think it is also the job of current trustees to look at the worse 
>One important provision to add to the bylaws is a duration of term for 
>appointed members. For example 2 years, just as elected trustees (and 
>the fact no one can vote for his re-election).
>It is however not sufficient to ensure a take-over of the Foundation 
>could not occur.
>I would be curious to know how this is ensured in big NGOs; does anyone 
>know ?

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