[Foundation-l] Board meeting 21st of June 2008

[effe iets anders]

2008/6/24 Florence Devouard <Anthere9 op yahoo.com>:
> Thomas Dalton wrote:
>>> You are correct however that change of bylaws seem to require votes from
>>> all members (though, it is actually not 100% clear...). But Frieda
>>> actually voted, after the publication of the resolution. I updated the
>>> resolution on wmf site accordingly. Frieda opposed the resolution.
>>
>> It would be interesting to hear from Frieda about her reasons for
>> opposing (assuming she hasn't already said and I've just missed it).
>> For the board to be unable to reach a consensus on such an important
>> issue is very unfortunate.
>
> Not really. The issue was primarily discussed during the physical board
> meeting, which Frieda could unfortunately not attend. We further
> discussed the bylaws modifications in the following weeks, by email, but
> Frieda did not really comment the draft (I think she was either moving
> or changing job at that time). Reaching consensus requires
> communication, exchange, discussion.
>
> What would rather be unfortunate would be paralysis due to one (or more)
> board members always missing a meeting and vote being invalid due to the
> missing voice. That was how we were organized in the early days of the
> Foundation and this resulted to near zero board meetings in a year (due
> to inability to fix a date with all members available) and near zero
> board decisions (due to lack of one or more voting voices). Ultimately,
> Michael D. proposed the resolution on consent procedures to avoid
> paralysis, and when I became chair, I decided that board meetings would
> be held, regardless of the fact some board members were missing.
> Can't get the best of two worlds...
>

I agree with that in general. A perfect world is hard to imagine.
However, for bylaw change approvals (the formal one, which is,
approving a specific draft, not approving an intent as far as I am
concerned) there are special procedures and they are there for a
reason after all :) Bylaw changes are not just a vote, since they form
some kind of constitution of the Foundation. In the Netherlands this
generally even means a majority of 2/3 +1 required instead of the
normal 1/2 +1. This of course besides the normal 10 days notice and
quorum etc. In my opinion since there is no 100% consensus, the issue
should (have been) voted upon during a real board meeting, and the
last one on IRC would have been a chance to confirm the wiki voting.
The meeting in July is another one, to make the change legal.

I of course do not expect that anyone would go to court over this to
test my view, and maybe Mike is indeed right (although I disagree,
even with no legal education) that the intention to be voted upon was
already enough. (I think this could never be the case, since the
employee in charge of the writing could theoretically write down
something totally different, and that would be the approved version,
which would make no sense at all)

Anyway, I will stop about it, it is clear it won't help anyway :)
Thanks for trying, Florence.



> But yeah, it would be interesting to hear from Frieda about her reasons.
>
Definitely

>>
>>> Second, board reorganization has been a hot potatoe. Still is a hot
>>> potatoe actually. I may be in charge of the agenda of that meeting, I
>>> will probably no more be board member that day (I dunno if it will be at
>>> the beginning, in the middle or at the end. Probably pretty early on
>>> during the day). I am not very excited at the idea of telling the board
>>> "eh, here is a hot potatoe for the day, now, if you excuse me, I'll let
>>> you deal with it without me". Chance is that they will simply remove the
>>> item from the agenda ;)
>>> Seriously, I agree some of your points were correct and that the new
>>> bylaws require fixing and clarifications. I'll let the new chair handle
>>> that though ;-)
>>
>> May the Flying Spaghetti Monster have mercy on their soul! Florence,
>> get out while you can! Run!
>
> You are a strange cook... you do Spaghettis with potatoes ?
> Flying French fries might be best  ?
>

Ehm... weird you! French fries should be eaten, not flying around!