[Foundation-l] the easy way or the less easy way

[Ray Saintonge]

Anthere wrote:

>2 years ago, I have been elected to represent the Foundation members. 
>For a little while, I tried to set up the membership stuff and some of 
>you may remember the discussion around the member dues.
>That discussion went nowhere. So, for a year, Angela represented all of 
>you and I represented no one :-)
>
>At the following elections, we just dropped these two notions of 
>volunteer representative/member representative.
>
That de facto change made sense even though it has not been supported by 
a corresponding change in the by-laws.

>Our bylaws are severaly outdated, and on several points, totally 
>inappropriate. In short, they need to be *changed*.
>I invite you to have a good look at them, and in particular to the whole 
>sections about membership : 
>http://wikimediafoundation.org/wiki/Wikimedia_Foundation_bylaws
>
>Does that section fit with reality ?
>
I think it's sufficient to agree that the by-laws as a whole do not 
reflect the principles that drew us to this venture.

>Since these bylaws needed many changes (not only on the membership 
>part), a new draft has been proposed and is currently on the board wiki.
>
My apologies if I am misreading something, but exactly who on the Board 
is proposing the specified changes?  In some ways some of your comments 
below seem to suggest that you are the only Board member with the energy 
to devote to the by-laws; however, I also find that the specific 
proposals do not match up with the very important principles that you 
describe.  The last thing that I would want to do is to identify you 
with ideas that are not yours.

>This new version has a very short "membership section".
>
>The community is still taken into account in ARTICLE II, where a new 
>section has been proposed (section 4).
>
>Board members selection process is in ARTICLE III, section 3.
>
>The rest of the bylaws are a huge improvement compared to current ones.
>
>ARTICLE III - MEMBERSHIP
>The Foundation shall have no members.
>
I find this concept totally bizarre.  An organization is accountable to 
its members.  It follows that an organization without members is 
accountable to no-one.  The term "foundation" can take on different 
meaning in different legal jurisdictions.  In many places a foundation 
receives charitable donations for the sole purpose of providing 
financial support for other worthy causes.  Admittedly, I have not 
looked at how the term is defined in Florida state law, but I would hope 
that there has been no explotation of the differences which people may 
have in their understanding of that term.

Note too that in the existing by-laws the members are given the right to 
some votes.  The proposed changes would quash the existing rights of 
existing members, limited as those tights may be. At first glance it 
would seem that the amendment section would allow this to be done, but I 
don't know how Florida law looks upon by-law amendments whose effect 
would be the mass disenfranchisement of all members.  I would venture 
the guess that everyone who voted at the last Board election was ipso 
facto recognized as a member.

>ARTICLE II
>Section 4. Community.
>The Foundation acknowledges the valuable contributions of volunteers 
>throughout the world for their dedication and tremendous work. The 
>Foundation defines as one of its purposes the enhancement of the various 
>Wikimedia communities throughout the world in their respective languages.
>
The first sentence is pure fluff.  It's meant to make people feel good 
without accomplishing a damn thing.  The second sentence is weaselly.  
It does not define a community; it defines a "purpose".  That has very 
little weight in the absence of a definition of those communities to 
which it refers.  The whole section is meaningless.

>ARTICLE IV
>Section 3. Selection.
>The Trustees shall serve until their successors are elected and 
>qualified. Selection shall be in the following manner:
>(1) Trustees Elected from the Community.
>At least two (2) Trustees shall be selected from the Community by vote 
>of the Community. The Board of Trustees shall determine the dates, rules 
>and regulation of the voting procedures; they shall appoint two 
>Inspectors of the Election from the Community to oversee the election 
>procedures who shall report and certify the results within thirty days 
>of any vote.
>
Again, we need to define "Community".  The inspectors, reporting and 
certification references are of secondary importance.

>(2) Other Trustees.
>The remaining number of Trustees shall be elected by the Board. Names of 
>individuals shall be nominated for selection by the Board. The Board 
>shall endeavor to select Trustees who will best fulfill the mission and 
>needs of the Foundation. Individuals who are not selected unanimously 
>may be elected by a majority of the Board.
>
This sounds like the principle of self-perpetuation.

These proposals would be worse than what we already have.

>These bylaws have not been approved. They are still in the draft mode.
>For all I know, they could stay here forever, because beside myself, I 
>did not see other board members working on them. And I did not really 
>see any comments from them either.
>
>I am uncertain whether I should give much energy on new bylaws, even if 
>the current official ones are nonsense within the current situation. 
>Uncertain because of the lack of reaction of board members, and the near 
>lack of reaction of the community.
>Being just a board member, I can not *force* the other board members to 
>vote. I am not in charge of organising meetings where we could vote or 
>at least discuss together. In short, if a resolution to approve new 
>bylaws is set up, I have NO certainty this will *ever* result in an 
>approved resolution.
>
Would you really want them to vote on these?

>It takes a lot of energy to work on a topic when it is so pointedly 
>ignored by peers.
>
I have worked on by-laws for other organizations, and know the feeling. :-(

>Hence my trying to turn toward you.
>How many editors work on the projects ? thousands
>How many people are registered to this list ? a few hundred
>How many people are active on this list ? A couple dozens
>How many people from wikitech commented on the Apache model ? 0
>How many people from this list commented on the Apache model ? less than 5
>
>As I said... it takes a lot of energy...
>
>But please, try to see the big picture ...
>
It also takes a lot of energy to just plough through this stuff enough 
to have an informed opinion.  What you have said about the Apache model 
seems to make a lot of broad sense, but the details would still need to 
be reviewed separately to see how they could be adapted to our even more 
diverse organization.

>Our current bylaws describe a very mixed model, which has been much 
>complained about in the past 2 years (I criticized it myself when it was 
>originally proposed).
>It has 2 members elected by the community, for a limited time
>And 3 members, appointed by Jimbo, and permanent till they die or resign
>And does not limit members to 5.... but makes no mention of how increase 
>would be done.
>
>The second version of the bylaws (the ones standing on the board wiki) 
>is the same (it would make no difference in terms of board of trustees 
>organisation), but for pointing out a reality : there is no Foundation 
>membership.
>
>Roughly, this model would be what I would qualify as a Private 
>Foundation. Or Business Foundation. It is a Foundation which focus a lot 
>on the efficiency of business (except that there is no business 
>model...but well...) and would privilege addition of famous or wealthy 
>members in the future.
>DON'T GET ME WRONG ! Right now, the majority of board members wish very 
>much that there be community members on the board... but that's in good 
>part because we are currently still 5 members. Now, imagine we add 2 
>famous guys. We'll have a board of 7 with 2 from the community only. 
>Then, imagine we add 2 other big guys. The community part will be 2/9.
>Of course, the addition could be of 2 guys from the community. In such 
>case, they would be appointed.
>
>What I mean to say is that in this model, the community existence would 
>really be recognised up to 2 people, which would be elected by the 
>community. The rest of the members would come from an internal decision. 
>Self-appointing board... with no terms limit.
>
Yep, that's a perfect reflection of the business mentality.  It has 
worked well that way for centuries, or as some would say, "If it ain't 
broke don't fix it." ;-)

If you put it all in terms of the World Economic Order the transition 
from the Davos model to the Porto Alegre model is a difficult and 
painful one.

>The Apache model is entirely different. I would call it a public 
>Foundation or a Community Foundation. Majority of members would be 
>garanteed from the community. There would be term limits. It would be a 
>collective running. This is very much the model of our local 
>associations in Europe... and that might be where the problem lies. I 
>think the model of Associations (public/members) is very much european; 
>whilst the model of Foundation (private/upon appointement) is very much 
>american and hard to understand by europeans.
>
This is a plausible analysis.

>Which model would be better in our case ?
>
>I dunno really.
>
It requires a careful weighing of the benefits and defects of each. That 
alone gives more weight to some hybrid.

>One model insists more on business. It would certainly be more business 
>efficient in the long run. It will certainly be more stable and more 
>reliable (only limited turnover in the board). Likely more professional. 
>I can envision a group of famous people seating on its board, with 3-4 
>meetings per year. Some staying there forever because that looks good on 
>their business card, even though they do nothing at all (this is already 
>the case of one of our member). A big and well-paid staff to run the 
>business. And little by little, disinterest by the community.
>But this might be the best choice to create bonds with the big firms, 
>the big NGOs, as that Foundation will appear more solid and trustworthy.
>More money... could mean better support of the projects and of our goals.
>
Do we really want that kind of bigness?  Or is it an inevitable 
development in the life and death of institutions?  The whole situatiion 
smells of stale cigars.

>The second model will be more lively. A bazaar of some sorts. We could 
>expect the board to get more involved in every-day running. More 
>volunteer work probably. It will be much more difficult to organise, 
>because of the noises of campaigning from new candidates, of the public 
>discussions. It will be more of a social construction. Less stable due 
>to turn-over of board members. We would not have such a good image in US 
>business, but we might be loved by free-movement organizations and 
>citizens all over the world.
>I suppose we'll have less money... but we may have more ideas because of 
>the boiling culture.
>
>In the end, I think there is both a cultural clash in what we are trying 
>to set up... and an issue of courage.
>
Absolutely!  The problem is that most people feel more comfortable in a 
stable environment, even when it produces inferior results.

>If we pick up the first model, I think things can go very quickly and 
>with little pain. This summer, at Wikimania, we'll meet big names (I say 
>"we" because Jimbo already have breakfast with them regularly... but the 
>board should appoint them... so it would be nice that the board members 
>actually know the people they get recommandation to appoint). We can 
>think of who would be best asset, just ask him, and by september, we'll 
>have a nice board with new big names and maybe one community member we 
>like. And with luck, more money, more introduction and new opportunities.
>
>If we pick up the second model, it will be much more painful. The 
>community (and not Delphine and I alone :-)) will need to do its 
>homework. Seriously discuss a mean to select members. Seriously discuss 
>organisation. And not only stay mute on the list or not only say "this 
>will never work" or not only blame the board just to be so inefficient 
>without proposing solutions. We'll need to sweat together. And we'll 
>need to convince quite a few people that this is the way to go.
>
Serious discussions are a tough thing to get happening.  That's not what 
we have been trained to do all our lives.  To make things worse many 
whose opinions would be very valuable are prone to desire instant mental 
gratification instead of calm reflective consideration.

>I would prefer the second model myself, but I will NOT fight for it 
>*alone*. I will not alone try to push for a system if there is no 
>*active* support. I will not try to set up a scheme to see it abandonned 
>on the board wiki.
>
>I thought it over and over. I am not sure which one of the two models 
>would be best for the goals of the Foundation. According to our habits, 
>we would say "first option". But are we not precisely amongst those who 
>proved that a decentralized, transparent model, largely based on 
>volunteer work and using the goodwill of non-expert people may be 
>successful ?
>
We've gone a long way toward that proof.  References to Wikipedia in the 
media are more frequent and without accuracy disclaimers.

>As I can not be sure whether it would be the best choice for the 
>Foundation, I tried to see how I would appreciate each model as an 
>individual and I invite you guys to do the same with self-honesty 
>(estimate which one would be best for the general good and which one 
>would be best for you).
>
>I have little interest in the first model as an *individual*.
>This model is humiliating to me. The big actors in this model would be 
>the big names, which I do not have the chance to meet or talk with. The 
>strategy of the Foundation would be done between Jimbo and the big names 
>in 5 stars conference halls or in far-away islands, where no one will 
>ever think of inviting me (eh, best to keep the circle of people small).
>
>I will simply be offered the results of brainstorms of important people 
>to implement and vote upon (I don't know why I use future, this is 
>already happening). I will have the great opportunity to prepare the 
>path of the big people in doing their homework so that they better 
>shine. Community representatives would be second rate board member.
>
First rate Board members are the ones who challenge these trends.

>The other people in the Foundation would be the staff, who would make a 
>(good) living of what I do full time for free (and who receive the 
>religious ceremonies from community when the board gets the fire).
>
>I say "I", but I am quite convinced many would feel just the same.
>
>That would leave the benefit of working for a great cause...
>But would the biggest cause be the projects ? Or the Foundation ?
>
For the person who believes in a cause and ideas being paid is an 
ethical question

>Where are we in these models right now ?
>
>In the middle. We have some community representant, but the relations 
>between community and Foundation are disorganised. We'll soon have new 
>appointed board members. I do not expect new appointments to help 
>reducing the lack of communication.
>
>But this is a broken system. Balancing between the Business Foundation 
>and the Community Foundation, so that no one knows where to put his ass.
>
>At this point, in large part, this now depends on you. If you want to do 
>a more Community Foundation, we need bylaws which reflect this. We need 
>to set up the organisation (on a type of Apache model for example). We 
>need to convince those who are not convinced.
>
Let's not put too much emphasis on by-laws and governance models.  Such 
misplaced emphasis could find us doing the same thing we complain 
about.  By-laws should reflect a consensus on what we are all about.

>If you want to do a more Business Foundation, the bylaws are ready to be 
>voted upon. Members are knocking at the door.
>
>A very bad thing would be to stay forever in the middle of two seats, 
>with unsuitable bylaws, disorganisation, frustrated community and angry 
>board members.
>
>Sorry for the long rant.
>I hope it clarifies the current situation.
>
The apology is not needed when you say what needs to be said.

Ec