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

[Alice Wiegand]

Hi Phoebe,
thank you for your thoughts. I must admit that I don't remember these
discussions and yes, I understand the frustration even more with this
background. Like Bishakha and Sam I will support to publish as much
information as possible before our meetings. I agree that this issue
would have been a good start to do this, and we missed to realize
this. Most of the changes are somewhat cosmetical (continuous
designations, adjustments on former decisions). The change for
secretary and treasurer are critical to get the best of the Trustees
where it is needed and not to waste lots of energy and concentration
on things that are originally grounded and better placed in the hands
of staff. (Personally, I'm just happy to have Bishakha involved as
much in our discussions as any other Trustee without the
responsibility to take notes at the same time.)

Since I've joined the board I've wondered how things are done. And
after having asked lots of questions, peeved my colleagues and found
several places with descriptions for the public but without concrete
directions for the board, I've decided to build a set of rules of
procedures for the board. Since this has to do with processes and
standards to ensure and hopefully improve the board's work the
creation of it will be led by the Board Governance Committee. The
committee has agreed to start with it in 2013.

There will be a Meta page with the BGC's agenda in the next days and
I'm glad to get more input from the community.

Regards, Alice.


On Fri, Nov 2, 2012 at 7:16 PM, phoebe ayers <phoebe.wiki at gmail.com> wrote:
> 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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