[Foundation-l] bylaws (second call)

[Michael Snow]

Erik Moeller wrote:

> On 8/15/06, Anthony <wikilegal at inbox.org> wrote:
>
>> Under the Florida Statutes, the members of a non-profit have a right
>> to remove any board member upon a majority vote.  (Florida Statutes
>> 617.0808)  So no, legal membership would make a difference if a few
>> board members did something outrageously stupid.
>
> I didn't realize that (note to self: read Florida Statutes). That's a
> pretty compelling argument for membership -- it could be a long term
> safeguard for the Foundation's principles.

I think this overstates the value of such a safeguard. The statute 
actually reads, "Any member of the board of directors may be removed 
from office with or without cause by the vote or agreement in writing by 
a majority of all votes of the membership." Glossing over for a moment 
the procedural niceties that follow, equating "a majority of all votes 
of the membership" with a majority vote is a little simplistic. If I 
read this right, removal requires an absolute majority of the entire 
"electorate", not merely a majority of votes cast.

Even if it did seem desirable, does anybody think it would be plausible 
to mobilize the necessary votes? Keep in mind that with the kind of 
turnover we experience, over time we'll have an increasing number of 
members who no longer actively participate. The dissatisfied are 
especially likely to be in this group, perhaps undermining their 
preferred outcome. I suspect that even in the unlikely possibility of an 
unopposed vote for removal, it might not command enough votes. (I'd also 
note my guess that the ballots cast in board elections so far probably 
have not amounted to a majority of eligible voters.)

The one method I can imagine of preserving this as a useful safeguard is 
to regularly prune the membership records. Considering the liberal 
eligibility being suggested for membership, and the general culture of 
openness in our community, such an approach would seem, to my mind at 
least, hypocritical in the extreme.

>> Regarding anonymity, I think that keeping Wikimedia governance
>> separate from Wikipedia editing (for example) increases anonymity.  In
>> order to have elections you have to have some sense of identity,
>> otherwise sockpuppetry would run rampant.  But that identity doesn't
>> have to be connected to your edit history.
>
> Do membership records have to be public?

They have to be available for inspection and copying to members (or 
their agents or attorneys). Given the scope of membership that seems to 
be contemplated, that's pretty public. If you're going to solicit a vote 
to remove a director (i.e., board member), you need to be able to 
contact those who can vote.

--Michael Snow