[Foundation-l] Revised Bylaws posted

Jeff V. Merkey jmerkey at wolfmountaingroup.com
Mon Dec 11 18:01:05 UTC 2006

Has Brad refiled these by-laws with the state of Florida for the 
non-profit and are they in affect now?


>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.

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