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

Mike Godwin mgodwin at wikimedia.org
Wed Apr 2 14:55:52 UTC 2008


Ray writes:

>  I very seriously doubt if anyone has done this.  The emphasis thus  
> far
> has been on bootstrapping a group that could deal with the complex
> issues surrounding the operation of a Volunteer Council; the legal
> environment would be one of those issues.  For the Provisional Council
> to function it's not really necessary since it has no real power
> itself.

That's why I focused on the Volunteer Council aspect of the  
resolution, because, even though the Provisional Council supposedly  
has no power in itself, it will have been charged by the Board to  
create a Volunteer Council that does. To take only one example,  
consider this provision of the proposal:  "3) Approving changes to the  
articles of incorporation or bylaws of the Wikimedia Foundation."   
That's a significant structural change, and needs to be legally  
researched.  And it's clear that the PC's focus is to create a  
permanent change in this provision:  "On receipt of the said report  
the Board shall take such steps as it deems necessary to confirm and  
empower the Volunteer Council, and provide for a transition of  
operations from the Provisional Volunteer Council."  So it's clear  
that the Volunteer Council is to be "empowered" in a permanent way  
that will affect corporate governance, and there will be a "transition  
of operations," which surely wouldn't be required if the "operations"  
weren't, uh, operationally important (i.e., "real power).

My understanding of what is planned is based on a line-by-line reading  
of the Volunteer Council proposal in its entirety, which the Board is  
being asked to approve.

>  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.

That may be the case, but I've seen what I think is the only actual  
draft proposed resolution, and I know from experience that when  
there's only one draft proposal, and a group gets together to discuss  
one draft, some version of the draft is what's most likely to be  
approved.

>  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.

Is everyone already agreed that the lack of "a coherent group vision  
of governance" is the problem?

The reason I ask is, I think that if the problem to be addressed is  
how to institutionalize community feedback and creative input, that's  
a problem that can be solved apart from formal changes in governance.   
Similarly, if the problem is that the Board needs more professional  
expertise to draw upon, that's a separate problem that also can be  
solved in ways that don't require governance changes. But right now  
the primary focus -- based on the language of the proposal itself --  
seems to be on "change in corporate structure," even though, as you  
correctly note, it is "no more than one possibility among many."


--Mike







More information about the foundation-l mailing list