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

phoebe ayers phoebe.wiki at gmail.com
Fri Nov 2 18:16:25 UTC 2012

On Fri, Nov 2, 2012 at 10:35 AM, Lodewijk <lodewijk at effeietsanders.org> wrote:

> 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.

Hi Lodewijk (and all),

Here's my thoughts on this... and a little history.

As I recall, the last time the Board revised the bylaws in 2010 the
board also didn't notify the community, except via resolution after
the fact, and I remember that you and I had a long conversation about
it where you basically made this same argument, and I agreed with you.

I brought your points up to the board at the time, and I believe
(though my memory is flawed) I proposed something like a two-week
notification period to notify the community for bylaws changes. I
think at the time there was general agreement that the principle
seemed good, though there were questions about how to integrate
feedback and some discussion that the bylaws themselves don't require
such notification. There may be other points that I'm forgetting.
Nothing really happened though (nothing formal was drafted) and the
issue didn't arise again during my term since we didn't need to make
further bylaws revisions.

So I totally understand your frustration, Lodewijk, because it must
seem like you've been having this exact same conversation with the
board for years. And this particular bylaws change is even more
complicated -- it is difficult to know how best to refer legal changes
to the community for review, when they need to be made for compliance

Regardless, in the spirit of being constructive, I propose (as a
community member) two changes to the Board and community at large:
* a formal Board resolution that states the procedure for bylaws
changes (mirroring the other procedural resolutions, such as voting
transparency and deliberation rules).
* a better (more public) standing rules/procedures type of document
that lays out the procedure for how the board works -- i.e. what the
best practice is for notification of meetings, etc. etc. Currently
some of this information is in the board manual, some is in the
bylaws, some is in resolutions and some is in informal private
documents like the notes the secretary uses. It would be nice to bring
that all together into one place on meta, and such a document would
help future boards -- compared to many nonprofits, we have a lot of
turnover on our board, and it takes a while for each member as well as
each secretary to come up to speed. I'm imagining a document that is
more like an English Wikipedia guideline, rather than policy -- best
practices that the board follows unless there are good reasons not to.

I guess now that I've made these suggestions I've also volunteered
myself to work on them, huh :P


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