[Foundation-l] bylaws (second call) Beyond membership

[Anthere]

Birgitte SB wrote:
> I find the conversation about the benefits of having
> members of the Foundation really interesting and it
> has me thinking about the opposite scenario. 
> 
> Lets examine what *is* the WMF if it does not have
> members.
> 
> According to the Bylaws update:  A group of at least 5
> trustees where at least 2 are brought in from the
> community at large.  These (at least 2) community
> members are voted on by the community where the
> "dates, rules and regulation of the voting procedures"
> are set by (the at least 5) trustees of the WMF.  This
> vote is overseen by two people from the community
> chosen by the (at least 5) trustees.  The other
> trustees not run through some form of community vote
> are chosen by a vote of  the (at least 5) trustees.
> 
> 
> A cynical view of this set-up is that it could become
> easily self-selecting by a very small group.  Even the
> trustees elected by the community can be pretty much
> controlled by setting "dates, rules and regulation of
> the voting procedures" in a certain fashion.  There
> are not even any requirements for the advertising of
> such an election.  I will enumerate all the ways this
> could allow a corrupt board to have a large hand in
> picking the (at least 2) trustees from the community
> as there are more than a dozen tactics.
> 
> Also notice that any of trustees elected by the board
> to fill a vacancy remain until among other things
> their "removal from office".  Now a vacancy can be
> created by anything including expansion of the board. 
> This means any new non-community elected board members
> can somehow be removed by board.  There are no
> specifications of limits on how they would be removed,
> so any resolution that passes would probably do the
> job.  This could be a board expansion seat, Tim's
> replacement, basically any future trustees not from
> the community elections.  The significance of this is
> people could believe they are leaving the WMF in good
> hands by ensuring a particular replacement or
> expansion of the board, however any new trustees
> elected by the board can be easily removed by any
> future board even ten years later.  This could one day
> apply to *all* non-community elected trustees simply
> due to mortality.  
> 
> After looking at this with a cynical eye, I do not
> think these are a good set of bylaws to govern the
> future of WMF.  It would be just too easy for a couple
> of corrupt people with a little bit of patience to
> effectively take control of the board at some point in
> the future.  It has been pointed out that having
> members would be an effective legally mandated way to
> have a final check against such a possibility. 
> However it would be much better to write the by-laws
> with internal checks and balances rather than to rely
> on a last resort vote of the membership.  If it really
> ever came to that vote the corrupt board could do a
> great deal of damage by passing various resolutions
> while the membership is being marshaled.
> 
> My personal opinion is that we should develop some
> satisfactory by-laws to protect the WMF and its
> mission.  After such protections have been drafted as
> bylaws we should then examine what benefits would then
> be gained by having members.  Right now membership
> looks good because the by-laws are not.  I don't know
> that once we have a good set of by-laws membership
> would still be worth the hassle or the divisiveness
> that it would entail.  However I am strongly against
> the bylaws being modified to remove the membership
> clause without other significant changes being made.
> 
> 
> BirgitteSB
> 
> PS None of my concerns are regarding any current
> trustees.  I am simply imagining worst case scenario
> here.

I agree with much of what you write above.

I think it is also the job of current trustees to look at the worse 
scenario.

One important provision to add to the bylaws is a duration of term for 
appointed members. For example 2 years, just as elected trustees (and 
the fact no one can vote for his re-election).

It is however not sufficient to ensure a take-over of the Foundation 
could not occur.

I would be curious to know how this is ensured in big NGOs; does anyone 
know ?

Ant