[Foundation-l] Revised Bylaws posted

Erik Moeller erik at wikimedia.org
Mon Dec 11 17:58:26 UTC 2006

The revised Bylaws of the Wikimedia Foundation can now be found at:

Differences to the previous version:

These changes were approved at the Board meeting in St. Petersburg. A few notes.

1) Statement of purpose now reflects the current mission statement. It
will be updated if needed when the mission statement is finalized.

2) Membership does not legally exist. Membership was previously
described in the bylaws but not actually implemented. We've discussed
this issue at some length and decided that the risk of membership do
not outweigh the potential benefits. The risks include:
 - Disclosure of identity to others. We do not want to limit
participation in WMF
   activities to those who are willing to disclose their identity to
other members.
 - Hostile takeover. Given the power of members to elect or recall the
Board, the
   risk then arises of large numbers of people being affiliated with
some entity
   (economic, political or religious) to attempt to restructure the
organization to
   their liking.
- Unnecessary hierarchy. It is possible that legal membership would negatively
  impact the social dynamics of the project when members and non-members
  are treated differently.
- Administrative overhead. WMF is simply not presently in an organizational
  position to effectively manage thousands of membership registration.
- Questionable benefits. We can have most of the benefits of a membership system
  without legally encoding it in our bylaws.

It was argued that this kind of organizational representation could
find a home in chapter organizations, some of which already have legal

3) Terms defined. Both appointed and elected Board members now have
clearly defined terms (1 and 2 years, respectively). That is, even
Jimmy and Michael are now not "members for life," but will have to be
re-appointed in the future (unless they want to stand for election
instead). No Board members are named in the bylaws.

4) The notion of community elections is described in the bylaws, as is
a commitment that a majority of the Board will come from the community
through appointment or election (the scope of "community" is to be
defined by the Board).

5) The Executive Secretary and Treasurer do not need to be Board
members anymore. The roles of the Board positions were simplified and

6) Annual financial audits and quarterly reviews.

7) Some further legal adjustments and clarifications to reflect the
reality of organizational operations.

Again, see the diff above for the full list of changes. Comments &
questions welcome.

Erik Möller, Executive Secretary, Wikimedia Foundation

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