[Foundation-l] Provisional Volunteer Council - proposal sent to the Board

[Ray Saintonge]

Mike Godwin wrote:
>   Lodewijk writes:
>   
>> are you suggesting here that a provisional council with the details as
>> outlined could have any impact on any status at all?
>>     
> No, I asked about the larger proposal for a Volunteer Council as a  
> permanent alteration of corporate governance for the Foundation. I've  
> read the discussions here, and am trying to get a clear idea of what  
> the ultimate goal is.   If the ultimate goal is to change the  
> Foundation's corporate governance in some fundamental way, then I  
> think we have to consider whether the changes are consistent with  
> Florida non-profit corporation law. There may also be tax or other  
> legal dimensions to such a change.  I had been assuming somebody would  
> bring up these issue at some point, but since no one has, I thought  
> I'd raise the question, in case I'd missed something.
>   

I don't think you're missing anything.  My own personal preference for 
two-tier governance was expressed when incorporating WMF was still in 
the planning stage, but I would hesitate to push my own vision of how 
this might work.  At this stage all we have is an assortment of 
individual visions.  I don't think that you can expect a coherent group 
vision of governance until the Provisional Council has had an 
opportunity to synthesize a common position of its members.  For now I 
view change in corporate structure as no more than one possibility among 
many.
> Thomas Dalton writes
>> I would expect the board to consult you on that before they pass the
>> resolution. I wouldn't expect the provisional council to cause any
>> problems - if it gets any binding decision making power there may be
>> technicalities to consider.
>>     
> Certainly, but it would a shame, in my view, if a significant  
> proportion of the community asked the Board to change the Foundation's  
> governance structure -- as the result of a face-to-face gathering for  
> hours or days in Europe -- only to be told at the end of the process  
> "Sorry, we can't do what you asked for," then I think a lot of bad  
> feelings might result.  I think it's better to ask the legal questions  
> earlier rather than later.
Fair enough.  Clearly, some face-to-face gatherings will be necessary, 
but I would expect that people would have done some homework before 
going into those meetings, and that specific problems would have been 
identified before the start of those meetings.  I would expect that we 
should avoid blindsiding anybody with unforseen legal obstacles, and 
that we could approach the meeting in the spirit of looking for legal 
alternatives to accomplishing the same thing.

Ec