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

Risker risker.wp at gmail.com
Tue Nov 6 00:01:56 UTC 2012

It would strike me that one of the "urgencies" that might be involved is
the fact that this resolution was passed so that the Board member who had
previously been the secretary could participate as an individual board
member, and the appointed secretary could take the minutes. It's extremely
rare for a staffed charity/non-profit to have sitting trustees acting as
secretary or treasurer, and none of the discussion here has indicated any
concern about this decision; this was essentially housekeeping.  Therefore,
the only thing I can take from this is that it is a process issue, and that
some members of the community wish to know in advance and in detail what
the board will be discussing.  I can understand that; at the same time, I
think that attempting to micro-manage the board over housekeeping items is
not terribly helpful. Now, if the Board had been deciding on its
composition (which as best I can tell was never publicly discussed the last
time it was changed), I think that would certainly benefit from community


On 5 November 2012 18:25, Lodewijk <lodewijk at effeietsanders.org> wrote:

> (just for the record: in case someone does have a valid reason, I'm still
> very open to hearing good reasons why the board chose the procedure they
> chose (behind closed doors), and whether there was any urgency to the
> changes proposed. I somehow missed that in the replies but may have missed
> it. Knowing about such reasons might be helpful in the light of proposing
> changes to procedures.
> Lodewijk)
> 2012/11/2 Lodewijk <lodewijk at effeietsanders.org>
> > 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
> > accomplished?
> >
> > 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,
> >
> > Lodewijk
> >
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