[Foundation-l] thoughts on leakages

[Ray Saintonge]

Florence Devouard wrote:
> We discussed against the issue of approving the policy after Erik was 
> hired, and the consensus was to not adopt this policy at the moment. Not 
> because we do not think it would be generally a good idea to adopt this 
> policy, but largely because it would be perceived as a reaction of 
> protection and upset related to Erik being hired, and most members did 
> not want to damage his authority and his ability to join the staff.
>   
Not necessarily.  I certainly would not recommend making it 
retroactively applicable to Erik personally.  It's all a matter of the 
way the resolution is framed.  By admitting that the Board had erred in 
failing to plug such a big loophole it would show its determination not 
to let it happen again.
>> One of the first responsibilities that I would attach to the Wikicouncil 
>> would be joint responsibility for the by-laws.  Changes to the by-laws 
>> would need to be passed by both the Board and the Council.  This would 
>> allow the Board to examine changes from a business perspective, and the 
>> Council to view them from a community perspective.
>>     
> I do not think that an external council can get the authority to change 
> the bylaws, however, it certainly would be a great idea that the council 
> propose changes, which the board will approve (or not).
>   
One step at a time.  For the council to have legal authority to be a 
party in the change of by-laws would itself require a change of by-laws, 
and until that change is made it is the exclusive territory of the 
Board.  It may or may not agree to such a change, but stubbornly 
thwarting the clearly expressed will of the Council would come with a cost.
> Part of the current broken situation is that the board is small and has 
> limited availabilities to propose and draft new policies, new bylaws, 
> new guidelines. I am very happy when some trusted members help us draft 
> a good resolution. It would be great if the wikicouncil could help on this.
>   
I agree.
> Look, I have a suggestion. In the bylaws, if you look at 
> http://wikimediafoundation.org/wiki/Bylaws#ARTICLE_VI_-_ASSETS, the 
> content of this part of the bylaws is rather limited.
>
> What are our assets ? In my opinion, Cash (in various states), servers, 
> a bit of office stuff, domain names and trademarks.
>
> Are they other things which are assets ? Could we mention these specific 
> things (in particular trademarks and domain names) in our assets ? Does 
> that make sense ? 
It looks like a relatively standard dissolution clause for non-profit 
companies, though I don't know that most people would use that section 
title.  Assets here should be given a broad interpretation.  Selling a 
highly appreciated intangible asset to a member for its book value would 
be contrary to the intent of this section.
> Is that possible to add in the bylaws that assets can 
> not be sold or traded with exclusive deals unless authorized by a 
> resolution of the Board of Trustees ?
>   
Yes, but it comes down to a question of what you are trying to do with 
that idea.  Selling off an old server or office desk that has outlived 
its purpose is one thing, but selling off trademarks is quite another.  
If it were a matter of selling off the Wikipedia name for whatever the 
market would pay I think that that should be backed by more than a 
simple resolution of the directors.  We might end up with a billion 
dollars in the bank, but what then?
> Does that make sense ? If so, can someone help draft a resolution in 
> that sense ?
It does make sense.  We just need to make sure that we are solving the 
right problem.

Ec