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

Milos Rancic millosh at gmail.com
Wed Apr 2 18:55:19 UTC 2008

I have to say that I accepted Lodewijk's document as a paper about
which PC will talk about. So, I don't think that it is the final
document about VC. If the formulation of Lodewijk's proposal has some
legal implications, then we should reformulate it. There is no need to
think about legal responsibilities of the body which is generally a
work group.

However, there should be a more strict partitioning between
community's and WMF's matters.

It is obvious that the Board and the Office shouldn't ask anyone for
deletion content which is possible dangerous for the WMF itself.
However, such things should be transparent and VC should know details.
Also, the Board (or the Office) shouldn't have power to delete
anything out of the things which are the real threat to WMF.

VC should, also, take care about all things which are related to the
community. This means that admins, bureaucrats, stewards etc. should
be responsible to VC, not to the Board.

However, we have, again, problem which is related to the legal
matters: checkusers, oversights and stewards are legally responsible.
If VC is dealing with them, then VC has to be legally responsible.

There are two solutions on my mind:

1) Minimize VC's legal responsibilities; generally, the best option is
if VC is not legally responsible at all.
2) Make VC legally responsible and think only about dichotomy
money/servers/real-life projects : community/content.

The first option should be built over the next model:
- Admins, bureaucrats and all other positions not related to the legal
issues should be a matter of VC.
- Checkusers, oversights and stewards should be a matter of both: VC
and the Board. While VC would give them community's legitimacy, the
Board would give them legal legitimacy.
- The Office and the Board should act *only* through those three
groups, not though staff members.
- This will make those three groups (stewards, oversights and
checkusers) very strong: only one entity wouldn't be able to make
pressure to them.

The second option's model:
- All people with any technical power on projects should be a matter of VC.
- The Office and the Board should act possible through checkusers,
oversights and stewards, but VC would be able to make some other
- This will make those three groups dependent to VC.

In all cases, a body of 1+ person shouldn't be asked for approval for
deleting dangerous content. I may imagine a stupidity like:

- Hey, we need to oversight that data or WMF would have to pay $1M!
- The next meeting of VC will be hold at September 2013 when we would
consider your ask.

It is obvious that sooner or later VC will have to be legally
responsible. So, all members of the VC should have to be old enough
according to the California laws.

However, I prefer the idea of strong groups out of the Board and VC.
So, I prefer the first option. The first option may imply that one
person may not be inside of one of the legally responsible groups: (1)
Board/Office, (2) VC, (3) contributors with technical privileges which
imply legal responsibilities (up to now: steward, oversights and

Also, I think that Mike should participate in PC work (even as
non-member, but as WMF employee). We will need to analyze legally our

On Wed, Apr 2, 2008 at 4:55 PM, Mike Godwin <mgodwin at wikimedia.org. wrote:
>  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
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