[Foundation-l] board candidacies

Jeffrey V. Merkey jmerkey at wolfmountaingroup.com
Thu Aug 17 07:04:39 UTC 2006

Michael R. Irwin wrote:


>My empirical observations were personal and not based upon glib 
>dismissal of alleged hearsay from apparently distrusted sources.
>Perhaps you should check privately with Anthere.  As I recall she was 
>participating frequently on the applicable list and stood for election 
>in the formation of the first Board.   Did Jimbo really stack the Board 
>or merely state publicly he was going to and proceed to write it 
>unilaterally (perhaps with some assistance from nonexistent cabals or 
>personal advisors) into the original foundation charter?
>A fact is an insult to nobody unless they perceive it so.   If the 
>allegedly stacked Board Members or appointed trustees do not feel the 
>Board was stacked; perhaps they should feel insulted that Jimbo 
>announced on the mailing publicly that he felt it was comfortably 
>designed to be stacked.
>If you wish the specific URLs and you wish me to do your research for 
>you then drop me a data request at my Wikiversity talk page.   My time 
>kibitzing here is almost over.   We have active URLs with fine print 
>defining another prototyping period.   Fun stuff.   Let's all do some 
>work and then cancel again for lack of discouraged participation.
>Michael R. Irwin
>foundation-l mailing list
>foundation-l at wikimedia.org
I go through these types of scenarios everytime I get involved in a 
group of folks and we either convert an LLC into a C Corp, or take an 
investment round and go through a cram down on stock dilution with 
Preffered Series A, B, etc. shares being issued to the investors with 
super-voting rights and the ability to take all the money off the table 
in any deal and render common stock worthless. I also am the presiding 
elder of a Corporation Sole which operates a lot like the Wikimedia 
Foundation. I have a board of three members in the Utah NAC and even 
though I am the Presiding Elder (Chairman) the other two members can 
vote me out anytime they want -- it never happens this way because all 
the assets are in my name and most of the church property are "Native 
American Antiquities" and belong to my clan, not the church.

The one thing I see missing that will uncap the bottle on limitless 
funding into Wikimedia is the current Board structure and the way it is 
setup. Even if Mr. Wales adds Board seats and allows them the voting 
power to restructure the organization, they are not going to oust him 
due to his inherent value and the loyalty of the community and his 
investors. People who donate and give money are investing in Jimbo and 
his vision, not the Wikimedia Board, just like investors that have 
routinely invested in my companies are not investing in my company, they 
are investing in me. I think there is little risk to Mr. Wales adding 
more board seats. I do some some changes possibly being made to other 
members by, let's say, large outside funders, but I don't see Mr. Wales 
being affected, he's currently a necessary element to the organization 
to function, and has the total loyalty of most of these people, a good 
statementon his leadership.

I say he should add some seats and let natural selection take its course 
-- whever he is this community would follow, so there is little value to 
Wikimedia without him. This is a natural part of developing business 
maturity in managing large enterprises. I learned this long ago about 
myself and my own worth and creative power when I realized the grass was 
always greener -- around me ... I think the same it true here.


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