[Wikimedia-l] Board resolutions on bylaw amendments and appointment of Foundation staff officers

Lodewijk lodewijk at effeietsanders.org
Fri Nov 2 17:35:25 UTC 2012

Hi Bishakha,

2012/11/2 Bishakha Datta <bishakhadatta at gmail.com>

> On Fri, Nov 2, 2012 at 4:53 PM, Lodewijk <lodewijk at effeietsanders.org
> >wrote:
> > Dear Bishakha,
> >
> > could you please elaborate why the board has chosen for a secretive
> > amendment procedure here, rather than sharing the proposed amendments
> with
> > the community and asking their input on it? Especially where it concerns
> > such non-trivial changes.
> >
> Ok, now that the document showing old and new has finally been uploaded, I
> will try to answer your question.
> The legal team proposed that we amend the bylaws, primarily to ensure
> compliance with Florida non-profit laws.
> Since most of the changes are legal in nature, they were not referred to
> the community for prior input.
> I understand how this action can be seen as secretive or opaque, even
> though it may not have been intended as such.
> Is it also possible to see this action as reasonable, given the nature of
> most of the changes?

I don't see how this validates the fact that you did not consult the
community on these changes. If the changes are fairly trivial and
legalistic, then the community will likely have little objection. But as
you noted, there was at least one significant change (I haven't been able
to check myself) and I'm having a hard time understanding why you (the
board) would /not/ want the input of the community on such decisions.

If people talk rubbish, it is easy to ignore. But maybe they have a very
good point that you want to take into account. If they come up with an
argument that changes your mind - wouldn't that mean that the goal has been

Especially with the second most important governing document of the
Wikimedia Foundation (after the Articles of Incorporation) I don't
understand why changing it is not considered to be relevant to the
community. Maybe this specific change was a good one (I'm not sure yet I
agree, until I heard the explanation of the why) but maybe next time the
changes are more drastic and infringing. I find it silly that we do require
chapters to let their bylaws approved by the Affiliations Committee
(although enforcement of that could be improved), and make them public
before doing so - but that the Wikimedia Foundation wouldn't have to follow
the same standards.

But let me make this constructive: I will set up a page on meta (I'll send
a separate email about that) where the community can discuss measures to
make the Wikimedia Foundation more democratic.

Kind regards,


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