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

Lodewijk lodewijk at effeietsanders.org
Fri Nov 2 18:23:24 UTC 2012

Hi Phoebe,

thanks a lot for the history :) I indeed remember this discussion. I also
remember having this discussion even before that (I believe with Florence
who was chair at the time, but I'm not sure) and indeed thought to
recollect that it was generally agreed upon to do this differently in the
future. I couldn't find any written statements to that effect though, so
that is why I left it out here.

I hope that you will join me in the discussion on
Your suggestions of a seperate procedural document makes sense. In several
chapters they have such a procedural document - of a lower importance than
the bylaws, but still a governing document. Considering that the Foundation
is a foundation though (and not an association) and that bylaw changes
/only/ require a simple majority and no supermajority, I also can imagine
this to be part of the bylaws themselves - but that is procedural.


2012/11/2 phoebe ayers <phoebe.wiki at gmail.com>

> 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
> reasons.
> 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
> cheers,
> Phoebe
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