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

[Thomas Dalton]

I would be very surprised if the trustee Secretary actually took minutes...
That would usually be delegated...
On Nov 6, 2012 12:02 AM, "Risker" <risker.wp at gmail.com> wrote:

> 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
> input.
>
> Risker
>
>
> 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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