[Foundation-l] bylaws (second call)

[Anthony]

On 8/14/06, Erik Moeller <eloquence at gmail.com> 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. Do you think chapter
> membership could be treated as equivalent to membership in the
> Foundation?
>
My understanding is that chapter membership is only treated as
equivalent to membership in the Foundation if the bylaws specifically
state this.  I'm not really sure if this is a good idea or not - I
tend to think it isn't.

Also, as Michael Snow pointed out, this is really a last ditch
scenario type effort.  It's not supposed to be used, and the fact that
it exists makes it even less likely that it'll need to be used.
However, I believe regularly pruning the membership records is
important, and I believe my outline of membership included this.  In
case it was just in my mind and not in my writing, the plan would be
that members would have to pay dues annually or meet the activity
requirements to have dues waived.  The activity requirements would
have to be met each year.  I suppose this would need to be spelled out
explicitly.

Michael Snow also pointed out his guess as to the number of eligible
voters actually voting.  And this is also something I think needs to
be addressed.  In case it's not clear, my idea for membership is for
opt-in membership.  In order to be a member, you have to explicitly
apply for membership (a web-form or email address would be available
for this).  Moreover, to have your dues waived we should probably
require a waiver to be filled out every year (again, submission over
the internet would be possible).

> > "If a corporation has no members or its members do not have the right
> > to vote, the directors shall have the sole voting power."  (Florida
> > Statutes 617.0721).  If "it is perfectly possible" to do so, then I
> > for one would like to see an example of a US non-profit organization,
> > with no members, that elects its directors - preferably a Florida one.
>
> I think without legal membership, the current election should be seen
> as a poll which is interpreted as binding by the Board, but which
> could be legally interpreted otherwise. That is not an ideal situation
> if our position is that we trust the many more than the few.
>
It's not just a matter of trusting the current board members, either.
Right now most likely 2 of the 5 board members are leaving.  If one
more person resigns, dies, or switches to the dark side, then that
makes a majority of the board members that we don't even know right
now.  I'd say that's not such a far-fetched scenario that we should be
thinking about it now.

And in any case, putting things in the bylaws which are not legally
enforcible strikes me as improper.  At the very least the bylaws
should make it clear that the community vote is only an advisory one,
if this is the case.

> > What would you consider too small a number of members as compared to
> > active volunteers, and why would you consider this number too small?
>
> I think that depends on exactly where membership would be relevant.
> Would there be members-only mailing lists? Would participation in the
> committees require membership?
>
I definitely think participation in the committees should require
membership.  Of course participation in the committees could in itself
be considered an activity which qualifies for waiving the fees.  So
the only issue I see would be anonymity, and I don't think there
should be anonymous committee members.

As for the mailing lists, the only thing I'd personally even consider
is moderating them so that only members can post without going through
moderation.  Even if there are only 100 members, I think that's enough
people that anything which goes out to all the members is probably
going to get out to the general public anyway.

> > 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?
>
As Michael Snow said, and I'll add that this is under Florida law,
they have to be available to the other members, so they're essentially
public.  I believe they can be kept at the office so that you'd have
to come in physically to see them, though.  You also have to give 5
business days notice.

But the only thing tying your identity to your username, if you choose
to use a pseudonym, should be the request for waiver of dues.  That
wouldn't have to be public.

I wonder the feasibility of allowing people to use a Wikimedia address
for their address information.  PO Boxes and In Care Of addresses
don't seem to be prohibited.

Anthony