[Foundation-l] Revised Bylaws posted

Brad Patrick bradp.wmf at gmail.com
Mon Dec 11 20:33:39 UTC 2006

Bylaws don't need to be filed with the state.  Articles of incorporation 
do.  These are not Articles.

Jeff V. Merkey wrote:
> Has Brad refiled these by-laws with the state of Florida for the 
> non-profit and are they in affect now?
> Jeff
>> The revised Bylaws of the Wikimedia Foundation can now be found at:
>> http://wikimediafoundation.org/wiki/Wikimedia_Foundation_bylaws
>> Differences to the previous version:
>> http://wikimediafoundation.org/w/index.php?title=Wikimedia_Foundation_bylaws&diff=16676&oldid=14947
>> 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
>> members.
>> 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
>> clarified.
>> 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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